G-96-08-29-3A - 8/29/1996Ordinance No.
0-_q -og_ q-34
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK, TEXAS
GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 1996; LEVYING AN
AD VALOREM TAX IN SUPPORT OF THE BONDS; APPROVING AN OFFICIAL
STATEMENT; AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT,
A PAYING AGENT/REGISTRAR AGREEMENT AND A LETTER OF
REPRESENTATIONS, AND AN ESCROW AGREEMENT; MAKING CERTAIN
CONTINUING DISCLOSURE COVENANTS UNDER RULE 15c2-12; CALLING
CERTAIN OBLIGATIONS FOR REDEMPTION AND ORDAINING OTHER
MATTERS RELATING TO THE ISSUANCE OF THE BONDS
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
WHEREAS, on November 21, 1995, in accordance with Article 701, Vernon's Annotated
Texas Civil Statutes, as amended, and the Texas Election Code, the City Council of the City of
Round Rock, Texas (the "City") adopted an ordinance calling for an election to be held within the
City on January 20, 1996 to submit to the voters of the City six different propositions to authorize
the bonds hereinafter stated; and
WHEREAS, on December 28, 1995, a Notice of Election was published in the Round
Rock Leader, a newspaper, as defined in Section 2051.044, Government Code, as amended,
published within the City; and
WHEREAS, on December 22, 1995, the City Secretary posted the Notice of Election at
the City Hall Bulletin Board in accordance with Section 4.003 of the Texas Election Code; and
WHEREAS, on January 25, 1996, the City Council met to canvass the election returns;
and
WHEREAS, the voters of the City authorized the City Council of the City to issue the
bonds set forth in proposition numbers 1, 2, 3, 5 and 6 which aggregate $20,910,000 in principal
amount; and
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$605,000 of bonds authorized by Proposition Number 1 being the issuance of $2,015,000 tax
bonds for the purpose of constructing, improving, renovating and equipping public safety facilities
within the City including the police and fire department facilities and reserves the right to issue
the remaining $1,410,000 at such time as determined by the City Council; and
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WHEREAS, the City Council deems it to be in the best interest of the City to issue the
entire $3,525,000 of the bonds authorized by Proposition Number 2 being the issuance of
$3,525,000 tax bonds for the purpose of constructing, improving, renovating and equipping City
library facilities including the purchase of any necessary sites; and
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$2,475,000 of the bonds authorized by Proposition Number 3 being the issuance of $4,705,000
tax bonds for the purpose of constructing, improving, renovating and equipping City parks and
recreation facilities including Old Settlers Park at Palm Valley, Neighborhood Parks and a
Recreation Center and reserves the right to issue the remaining $2,230,000 at such time as
determined by the City Council; and
WHEREAS, the City Council deems it to be in the best interest of the City to issue
$5,395,000 of the bonds authorized by Proposition Number 5 being $9,755,000 tax bonds for the
purpose of constructing street, drainage, sidewalk and traffic signal improvements within the City
including the purchase of any necessary right-of-way and other related cost and reserves the right
to issue the remaining $4,360,000 at such time as determined by the City Council; and
WHEREAS, the City has duly issued and there is now outstanding the following bonds,
notes and certificates of obligation:
City of Round Rock, Texas General Obligation Bonds, Series 1975 dated August
1, 1975 currently outstanding in the aggregate principal amount of $150,000
maturing on August 1 of the years 1997 through 2004 (the "Series 1975 General
Obligation Bonds");
City of Round Rock, Texas Certifications of Obligation, Series 1975 dated August
1, 1975 currently outstanding in the aggregate principal amount of $27,000
maturing on August 1 of the years 1997 through 2007, both inclusive (the "Series
1975 Certifications of Obligation");
City of Round Rock, Texas General Obligation Bonds, Series 1981-A dated April
1, 1981 currently outstanding in the aggregate principal amount of $1,345,000
maturing on August 1 of the years 1997 through 1999, both inclusive (the "Series
1981-A Bonds");
City of Round Rock, Texas Certificates of Obligation Bonds, Series 1987 dated
February 1, 1987 currently outstanding in the aggregate principal amount of
$945,000 maturing on August 1 of the years 1997 through 2006, both inclusive
(the "Series 1987 Certificates of Obligation");
City of Round Rock, Texas General Obligation Bonds, Series 1987 dated February
1, 1987 currently outstanding in the aggregate principal amount of $1,180,000
maturing on August 1 of the years 1997 through 2000, both inclusive, and 2006
(the "Series 1987 General Obligation Bonds");
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City of Round Rock, Texas General Obligation Refunding Bonds, Series 1987
dated March 15, 1987 currently outstanding in the aggregate principal amount of
$4,405,000 maturing on August 1 of the years 1997 and 1998, both inclusive (the
"Series 1987 General Obligation Bonds");
City of Round Rock, Texas Combination Tax and Revenue Certificates of
Obligation, Series 1988 dated January 1, 1988 currently outstanding in the
aggregate principal amount of $625,000, maturing on August 1 of the years 1997
through 1999, both inclusive, and 2004 (the "Series 1988 Certificates of
Obligation"); and
City of Round Rock, Texas Certificates of Obligation, Series 1990 dated July 1,
1990 currently outstanding in the aggregate principal amount of $555,000,
maturing on August 1 of the years 1997 through 2002, both inclusive, and 2010
(the "Series 1990 Certificates of Obligation"); and
City of Round Rock, Texas Combination Tax and Revenue Certificates of
Obligation, Series 1993 dated June 1, 1993 currently outstanding in the aggregate
principal amount of $2,815,000, maturing on August 15 of the years 1997 through
2010, both inclusive (the "Series 1993 Certificates of Obligation"); and
City of Round Rock, Texas General Obligation Refunding Bonds, Series 1993
dated June 1, 1993 currently outstanding in the aggregate principal amount of
$19,710,000, maturing on August 15 of the years 1997 through 2009, both
inclusive (the "Series 1993 General Obligation Bonds"); and
City of Round Rock, Texas Combination Tax and Revenue Certificates of
Obligation, Series 1995 dated March 15, 1995 currently outstanding in the
aggregate principal amount of $7,875,000, maturing on June 1 of the years 1997
through 2011, both inclusive, and 2014 and 2025 (the "Series 1995 Certificates of
Obligation"); and
WHEREAS, the City now desires to refund the Series 1987 General Obligation Bonds
maturing in the years 1998 through 1999 in the aggregate principal amount of $425,000, the
Series 1987 Certificates of Obligations maturing in the years 1998 and 1999 in the aggregate
principal amount of $215,000, and the Series 1988 Certificates of Obligation maturing in the year
1999 in the aggregate principal amount of $150,000 (collectively, the "Refunded Obligations");
and
WHEREAS, the City Council of the City deems it advisable to refund the Refunded
Obligations in order to restructure debt service and achieve a present value loss of approximately
$242,206.78 and an overall loss of $252,928.13; and
WHEREAS, Article 717k, Texas Annotated Revised Civil Statutes, as amended ("Article
717k") authorizes the City to issue refunding bonds and to deposit the proceeds from the sale
thereof together with any other available funds or resources, directly with a place of payment
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(paying agent) for the Refunded Obligations, and such deposit, if made before such payment
dates, shall constitute the making of firm banking and financial arrangements for the discharge
and final payment of the Refunded Obligations; and
WHEREAS, Article 717k further authorizes the City to enter into an escrow agreement
with a paying agent for the Refunded Obligations with respect to the safekeeping, investment,
reinvestment, administration and disposition of any such deposit, upon such terms and conditions
as the City and such paying agent may agree, provided that such deposits may be invested and
reinvested in 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, and
which shall mature and bear interest payable at such times and in such amounts as will be
sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of
the kind authorized and permitted by said Article 717k; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the City deems it appropriate to call for redemption the following Refunded
Obligations:
REFUNDED OBLIGATION REDEMPTION DATE REDEMPTION PRICE
Series 1987 General Obligation August 1, 1997 Par
Bonds maturing on August 1 in
each of the years 1998 and 1999
Series 1987 Certificates of August 1, 1997 Par
Obligation maturing on August 1
in each of the years 1998 and
1999, both inclusive
Series 1988 Certificates of August 1, 1998 Par
Obligation maturing on August 1,
1999
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ROUND ROCK, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. 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 bond or bonds of the City are hereby authorized to be issued
and delivered in the aggregate principal amount of $13,125,000, for the purpose of providing
funds to: (i) refund the Refunded Obligations, (ii) fund the capital improvement projects as set
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forth in the preamble to this Ordinance and (iii) pay the costs of issuance in connection with the
Bonds.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND
MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated:
"CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION AND REFUNDING BOND,
SERIES 1996" and initially there shall be issued, sold, and delivered hereunder fully registered
bonds, without interest coupons, dated August 15, 1996, in the respective denominations and
principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial
Bonds submitted to the Attorney General of the State of Texas which will be numbered T-1
upward), payable to the respective initial registered owners thereof (as designated in Section 12
hereof), or to the registered assignee or assignees of the Bonds or any portion or portions thereof
(in each case, the "Registered Owner"), and the Bonds shall mature and be payable serially on
August 15 in each of the years and in the principal amounts, respectively, as set forth in the
following schedule:
YEARS AMOUNTS YEARS AMOUNTS
2000 $190,000 2011 $695,000
2001 200,000 2012 730,000
2002 200,000 2013 775,000
2003 210,000 2014 855,000
2004 225,000 2015 905,000
2005 235,000 2016 955,000
2006 230,000 2017 * * * *
2007 110,000 2018 * * * *
2008 65,000 2019 * * * *
2009 335,000 2020 * * * *
2010 560,000 2021 5,650,000
The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially
issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as
well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term
"Bond" shall mean any of the Bonds.
Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in
this Ordinance to their respective dates of maturity at the following rates per annum:
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YEARS RATES YEARS RATES
2000 4.500% 2011 5.600%
2001 4.600 2012 5.625
2002 4.700 2013 5.650
2003 4.800 2014 5.650
2004 4.900 2015 5.700
2005 5.00 2016 5.700
2006 5.100 2017 * * *
2007 5.200 2018 * * *
2008 5.300 2019 * * *
2009 5.375 2020 * * *
2010 5.500 2021 5.800
Interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND
set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange; Authentication. 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 Bonds (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 within three days of presentation in due
and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books
the address of the Registered Owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify
the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. 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 Paying Agent/Registrar shall make a copy of the Registration Books available in the
State of Texas. 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
Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall
be made in the manner provided and with the effect stated in the FORM OF BOND set forth in
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this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each
other Bond.
Except as provided in Section 4(c) hereof, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed.
The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds 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 Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in
the manner prescribed herein, and the Bonds shall be of type composition printed on paper with
lithographed or steel engraved borders of customary weight and strength. Pursuant to Article
717k-6, Texas Annotated Revised Civil Statutes, as amended, and particularly Section 6 thereof,
the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the Bond, the converted and exchanged Bond shall
be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds
which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
(b) Payment of Bonds 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 Bonds,
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 Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, 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 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 (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 Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may be transferred and assigned, (iii) may be converted and exchanged for
other Bonds, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and
authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be
administered and the Paying Agent/Registrar and the City shall have certain duties and
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially
issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenti-
cated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and
exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall
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execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form
set forth in the FORM OF BOND.
(d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners
of the Bonds that at all times while the Bonds 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 Bonds 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 Bonds, 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 Bonds, 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 Bonds issued in exchange for the Bonds initially issued
as provided in Section 4(h) shall be issued in the form of a separate single fully registered Bond
for each of the maturities thereof registered in the name of Cede & Co., as nominee of The
Depository Trust Company of New York ("DTC") and except as provided in subsection (f)
hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee
of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the 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 Bonds. Without limiting the immediately
preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a Registered Owner, as shown on the Registration
Books, of any notice with respect to the Bonds, 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 Bonds. Notwithstanding any other provision of this
Ordinance to the contrary, but to the extent permitted by law, the City and the Paying
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Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal of and interest, with respect to such Bond, for the purposes of registering
transfers with respect to such Bond, and for all other purposes of registering transfers with respect
to such Bonds, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
principal of and interest on the Bonds only to or upon the order of the 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 Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner,
as shown in the Registration Books, shall receive a Bond 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 Bond, the City shall
either (i) appoint a successor securities depository, qualified to act as such under Section 17(a)
of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of
the appointment of such successor securities depository and transfer one or more separate Bonds
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to
being registered in the 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 Bond 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 Bond is registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of, and interest on such Bond and all notices with respect
to such Bond shall be made and given, respectively, in the manner provided in the Letter of
Representations of the City to DTC.
(h) Initial Bonds(s). The Bonds herein authorized shall be initially issued as fully
registered Bonds, being one Bond for each maturity in the denomination of the applicable
principal amount and the initial Bond(s) shall be registered in the names of the underwriter or the
designees thereof as set forth in Section 12 hereof. The initial Bond(s) shall be the Bonds
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 underwriter as set forth in Section 12. Immediately after the delivery of the initial Bond(s),
the Paying Agent/Registrar shall cancel the initial Bond(s) delivered hereunder and exchange
therefor Bonds in the form of a separate single fully registered Bond for each of the maturities
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thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in
Section 4(0, all of the outstanding Bonds shall be registered in the name of Cede & Co., as
nominee of DTC.
Section 5. FORM OF BONDS. The form of the Bonds, 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 Bonds
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 including any reproduction of an opinion of counsel and information regarding
the issuance of any bond insurance policy.
NO. R -
FORM OF BOND
UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
WILLIAMSON AND TRAVIS COUNTIES $
CITY OF ROUND ROCK, TEXAS
GENERAL OBLIGATION AND REFUNDING BOND
SERIES 1996
INTEREST RATE DATE OF BONDS MATURITY DATE CUSIP NO.
August 15, 1996
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, CITY OF ROUND ROCK, TEXAS 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 August 15, 1996, on August 15, 1997 and semiannually thereafter on each
February 15 and August 15 to the maturity date specified above, or the date of redemption prior
to maturity, at the interest rate per annum specified above calculated on the basis of a 360 -day
year of twelve 30 -day months; except that if this Bond is required to be authenticated and the date
of its authentication is later than the first Record Date (hereinafter defined), such principal amount
shall bear interest from the interest payment date next preceding the date of authentication, unless
such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
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interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due
but has not been paid, then this Bond shall bear interest from the date to which such interest has
been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity or upon the date fixed for its redemption prior to maturity, at Texas Commerce Bank
National Association (the "Paying Agent/Registrar") at their office for payment in Dallas, Texas
(the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be made
by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by
check 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 Bond (the "Bond 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 15th day of the month
next preceding each such date (the "Record Date") on the registration books kept by the Paying
Agent/Registrar (the "Registration Books"). 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 Bond 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 as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Bond for payment at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered
Owner of this Bond that on or before each payment date for this Bond it will make available to
the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance,
the amounts required to provide for the payment, in immediately available funds, of all principal
of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the
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.
RIUX:K/00/6: ORDINANC.AUT R/I9/96
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THIS BOND is one of a series of Bonds dated August 15, 1996, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $13,125,000 FOR
THE PURPOSE OF PROVIDING FUNDS TO: (i) REFUND THE REFUNDED
OBLIGATIONS, (ii) FUND THE CAPITAL IMPROVEMENT PROJECTS AS SET FORTH
IN THE PREAMBLE TO THE ORDINANCE AND (iii) PAY THE COSTS OF ISSUANCE
IN CONNECTION WITH THE BONDS.
ON AUGUST 15, 2006, or on any date thereafter, the Bonds of this Series maturing on
and after August 15, 2007 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 from time to time 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 Bonds,
or a portion thereof, within such maturity to be redeemed (provided that a portion of a Bond may
be redeemed only in an integral multiple of $5,000).
THE BONDS MATURING ON AUGUST 15, 2021 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. The principal amount of $1,260,000
remaining after application of the sinking fund redemptions shall be payable on maturity.
Bonds Maturing on August 15, 2021
Redemption Date Principal Amount
August 15, 2017 $1,005,000
August 15, 2018 1,065,000
August 15, 2019 1,125,000
August 15, 2020 1,195,000
THE PRINCIPAL AMOUNT of the Bonds required to be redeemed pursuant to the
operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of
the District by the principal amount of any Bonds of the stated maturity which, at least 50 days
prior to a mandatory redemption date, (1) shall have been acquired by the City at a price not
exceeding the principal amount of such Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been
purchased and 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 Bonds plus
accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the
optional redemption provisions and not theretofore credited against a mandatory sinking fund
redemption requirement.
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 Bond 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
RR(KK/(XYM: URDINANC.AUT 1/19/96
12
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 Bonds. By the date fixed for any such redemption
due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If due provision
for such payment is made, all as provided above, the Bonds or portions thereof which are to be
so redeemed thereby automatically shall be treated as redeemed prior to their scheduled
maturities, and they shall not bear interest after the date fixed for redemption, and they shall not
be regarded as being outstanding except for the right of the Registered Owner to receive the
redemption price from the Paying Agent/Registrar out of the funds provided for such payment.
If a portion of any Bonds shall be redeemed a substitute Bonds or Bonds having the same maturity
date, bearing interest at the same rate, in any denomination or denominations in any integral
multiple of $5,000, at the written request of the Registered Owner, and in 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 Bond
Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond, or any unredeemed portion hereof, 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 Bonds, without interest coupons, payable
to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this
Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Bond Ordinance. Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together
with proper instruments of assignment, in form and with guarantee of signatures satisfactory to
the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof
in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond
or any such portion or portions hereof is or are to be registered. The form of Assignment printed
or endorsed on this Bond 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 Bond 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 Bond 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 during the period commencing on the close of business on any
Record Date and ending with the opening of business on the next following principal or interest
payment date.
RRUCK/(X)96: ORDINAZ C.AUT II/19/R6
13
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns, or otherwise ceases to act as such, the City has covenanted in the Bond 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 Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond 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
Bond have been performed, existed, and been done in accordance with law; and that ad valorem
taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such
interest comes due, and as such principal matures, have been levied and ordered to be levied
against all taxable property in the City, and have been pledged for such payment, within the limit
prescribed by law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond 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 Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond 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, and has caused the official seal of the City to be duly impressed,
or placed in facsimile, on this Bond.
City Secretary Mayor
[CITY SEAL]
IIAOCIU0096: ORDINANC.AUT (/19/96
14
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series
which originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated
RROCI00096: ORDINANC.AUT 11/19/96
Texas Commerce Bank
National Association
Paying Agent/Registrar
By
Authorized Representative
15
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust company.
RROCK/0096: ORDINANC.AUT 8119/96
16
NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out 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 Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
[COMPTROLLER'S SEAL]
Section 6. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund
shall be established and maintained by the City at an official depository bank of the City. The
Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of
the City, and shall be used only for paying the interest on and principal of the Bonds. All ad
valorem taxes levied and collected for and on account of the Bonds shall be deposited, as
collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds
or interest thereon are outstanding and unpaid, the governing body of the 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 the Bonds as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of the Bonds as such principal matures (but
never less than 2% of the original principal amount of the Bonds as a sinking fund each year); and
the tax shall be based on the latest approved tax rolls of the City, with full allowance being made
for tax delinquencies and the cost of tax collection. The rate and amount of ad valorem tax is
hereby levied, and is hereby ordered to be levied, against all taxable property in the City for each
year while any of the Bonds or interest thereon are outstanding and unpaid; and the tax shall be
assessed and collected each such year and deposited to the credit of the Interest and Sinking Fund.
The ad valorem taxes sufficient to provide for the payment of the interest on and principal of the
Bonds, as such interest comes due and such principal matures, are hereby pledged for such
payment, within the limit prescribed by law.
Section 7. ESTABLISHMENT OF CONSTRUCTION FUND AND ESCROW FUND
AND INTEREST EARNINGS. (a) Construction Fund. A special fund or account, to be
designated the City of Round Rock Series 1996 Construction Fund (the "1996 Construction
Fund") is hereby created and shall be established and maintained by the City at a Depository bank
of the City. The 1996 Construction Fund shall be kept separate and apart from all other funds
and accounts of the City. A portion of the proceeds from the sale of the Bonds shall be deposited
MOC7/096: ORDINANC.AUT 1/19/96
17
in the 1996 Construction Fund in accordance with the Closing Instruction Letter prepared by the
City's Director of Finance. The Construction Fund shall be invested in accordance with the
Public Funds Investment and the City's Investment Policy.
(b) Escrow Fund. A portion of the proceeds of the Bonds shall be deposited in the
Escrow Fund as set forth in the Closing Instruction Letter prepared by the Director of Finance
which fund is created and governed by the terms of the Escrow Agreement dated August 15, 1996
attached hereto as Exhibit B.
(c) Interest Earnings. Interest earnings derived from the investment of proceeds from the
sale of the Bonds shall be used along with the Bond proceeds for the purpose for which the Bonds
are issued as set forth in Section 1 hereof or to pay principal or interest payments on the Bonds;
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 bond proceeds which are required to be rebated to the
United States of America pursuant to Section 11 hereof in order to prevent the Bonds from being
arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this
Section.
Section 8. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall
be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning
of this Ordinance, except to the extent provided in subsection (d) of this Section 7, when payment
of the principal of such Bond, plus interest thereon to the due date 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 ensure the availability, without reinvestment, of sufficient
money to provide for such payment, and when proper arrangements have been made by the City
with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall
have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall
be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon
shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes
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 Bonds 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
RROCK/0096: ORDINANC.AUT 8/19/96
18
States Treasury obligations such as its State and Local Government Series, which may be in book -
entry form.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds
the same as if they had not been defeased, and the City shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
Section 9. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated,
lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and de-
livered, a new Bond of the same principal amount, maturity, and interest rate, as the damaged,
mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter
provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the Registered Owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the Registered
Owner applying for a replacement bond shall furnish to the 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 Bond, 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 Bond, as
the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then continuing
in the payment of the principal of, redemption premium, if any, or interest on the Bond, the City
may authorize the payment of the same (without surrender thereof except in the case of a damaged
or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement Bond issued pursuant
to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed
shall constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed
Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued
under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 6 of Article
717k-6, Texas Revised Civil Statutes Annotated, as amended, this Section 8 of this Ordinance
shall constitute authority for the issuance of any such replacement Bond without necessity of
RR(X:C/(7096'. DRDINANC.AUT 8119196
19
further action by the governing body of the City or any other body or person, and the duty of the
replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar,
and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner
and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion
and exchange for other Bonds.
Section 10. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The President of the Board of the City is hereby authorized to
have control of the Bonds initially issued and delivered hereunder and all necessary records and
proceedings pertaining to the Bonds 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 Bonds the
Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller)
shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal
of the 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 Bonds 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 Bonds. In addition, if bond insurance or other credit enhancement is obtained, the Bonds
may bear an appropriate legend.
Section 11. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. The City covenants to take any action necessary to assure, or refrain from any
action which would adversely affect, the treatment of the Bonds as obligations described in section
103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not
includable in the "gross 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
Bonds or the project 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 are so used, that 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 Bonds, in contraven-
tion 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 5 percent of the proceeds of the Bonds (less
amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is
used for a "private business use" which is "related" and not "disproportionate," within the
meaning of section 141(b)(3) of the Code, to the governmental use;
RI((](:KI(%I96: ORDINANC AUT 8/19!96
20
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the
Code;
(e) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 30 days or less
until such proceeds are needed for the purpose for which the bonds 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
Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(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 Bonds) an amount that is at least equal
to 90 percent of the "Excess Earnings," within the meaning of section 148(0 of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have
been paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(0 of the Code.
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 fund shall
not be subject to the claim of any other person, including without limitation the bondholders. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
RROCK/OO%. ORDINANC.AUT 8/19I%
21
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 bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior
to the date of issuance of the Bonds. It is the understanding of the City that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated which modify or expand provisions of the Code,
as applicable to the Bonds, the City will not be required to comply with any covenant contained
herein to the extent that such modification or expansion, in the opinion of nationally recognized
bond counsel, will not adversely affect the exemption from federal income taxation of interest on
the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Bonds, the City
agrees to comply with the additional requirements to the extent necessary, in the opinion of
nationally recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under section 103 of the Code.
Section 12. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to
Legg Mason Wood Walker, Incorporated, at the price and in accordance with the terms and
provisions of a 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 the City
Secretary is further authorized and directed to attest such agreement. It is hereby officially found,
determined, and declared that the terms of this sale are the most advantageous reasonably
obtainable. The initial Bonds shall be registered in the name of Legg Mason Wood Walker,
Incorporated.
Section 13. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves
the form and content of the Official Statement relating to the Bonds and any addenda, supplement
or amendment thereto, and approves the distribution of such Official Statement in the reoffering
of the Bonds by the Underwriters in final form, with such changes therein or additions thereto as
the officer executing the same may deem advisable, such determination to be conclusively
evidenced by his execution thereof.
Section 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF
FUNDS. The Mayor of the City is hereby authorized and directed to execute and deliver and the
City Secretary of the City is hereby authorized and directed to attest an Escrow Agreement in
substantially the form attached hereto as Exhibit "B". In Addition, the Mayor, City Manager and
Director of Finance are each hereby authorized to execute such subscriptions or other
documentation for the purchase of United States Treasury Securities, and to authorize the transfer
of such funds of the City, as may be necessary for the Escrow Fund.
Section 15. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT AND
LETTER OF REPRESENTATIONS. Attached hereto as Exhibit "C" is a substantially final
form of the 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
RRIX'K/(KY/6. UKDINANC.AUT 8/19/96
22
authorized to execute such agreement and the City Secretary is hereby authorized to attest such
agreement.
Section 16. NOTICE OF REDEMPTION. Attached to this Ordinance, as Exhibit "D",
and made a part hereof for all purposes, are copies of notices of deposit and prior redemption for
the Refunded Obligations in substantially final form and such Refunded Obligations described in
said notices of prior redemption are hereby called for redemption and shall be redeemed prior to
maturity on the dates, places, and at the prices set forth therein. The Mayor, City Manager and
Director of Finance are each hereby authorized to amend, complete or modify such notices as
necessary to call such Refunded Obligations for redemption.
Section 17. NOTICE TO PAYING AGENT. The Refunded Obligations described in
Exhibit "D" attached hereto are so called for redemption, and the respective paying agents for the
Refunded Obligations are hereby directed to make appropriate arrangements so that such
Refunded Bonds may be redeemed on the respective redemption dates. A copy of such notice of
redemption shall be delivered to the respective paying agents so mentioned in the notices.
Section 18. 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 1996, financial information and operating data with respect
to the City of the general type included in the final Official Statement authorized by Section 12
of this Ordinance, being the information described in Exhibit E hereto. Any financial statements
so to be provided shall 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 Bonds, if
such event is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
RRUCK/UD96: DRDINANCAUT 8119/96
23
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax-exempt status of the
Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds;
and
K. Rating changes.
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 18(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 Bonds within the meaning of the Rule,
except that the City in any event will give notice of any deposit made in accordance with Section
24 that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
RROCY/encs: ORDINANC.AUT II/0/96
24
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 Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consents to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with 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 Bonds in the primary
offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"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.
RRCIC1000 96. ORDINANC.AUT 1/19/96
25
"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 19. 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.
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 Section 3.13 and 9.01(e)(2) of the City's Charter.
RROCK/G096: ORDINANC.AUT II/ 19196
26
READ, PASSED AND ADOPTED on first reading this 29th day of August, 1996.
ATTEST:
4111
Leine Land, City Secretary
Mar./COWS: OIDINANC.AUT If191%
27
Charles Culpepfler, Mayor
City of Round Rock, Texas
RROCK/0096: ORDINANC.AUT 8/19/96
EXHIBIT A
PURCHASE AGREEMENT
28
$13,125,000
City of Round Rock, Texas
(Williamson and Travis Counties)
General Obligation and Refunding Bonds
Series 1996
PURCHASE AGREEMENT
August 29, 1996
The Honorable Mayor and City Council
City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Dear Mayor and Members of the City Council:
The undersigned (hereinafter sometimes called the "Representative"), acting on behalf of itself
and on behalf of the other underwriters named in the list attached as Schedule 1 hereto (the
Representative and such other underwriters being herein collectively called the "Underwriters"), offers
to enter into the following agreement with the City of Round Rock, Texas (hereinafter called the
"Issuer"), which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and
upon the Underwriters. The Representative need not advise the Issuer of any change in such list of
Underwriters, except that the Representative shall in any event remain on such list. This offer is made
subject to the Issuer's written acceptance hereof on or before 10:00 p.m., Texas time, on the date hereof,
and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the
Issuer at any time prior to the acceptance hereof by the Issuer.
1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance
upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to
purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, all, but
not less than all, of the Issuer's General Obligation and Refunding Bonds, Series 1996 (the "Bonds").
The principal amounts of the Bonds to be issued, the dated date therefor, the maturities and optional
redemption provisions and interest rates per annum shall be as set forth in the Official Statement (as
hereinafter defined).
The purchase price for the Bonds shall be $12,918,436.80 (representing the par amount of the
Bonds of $13,125,000 less an original issue discount on the Bonds of $96,287.20 and less an
underwriters discount on the Bonds of $110,276), plus interest accrued on the Bonds from the dated date
of the Bonds to the Closing Date (as hereinafter defined).
F:1G0095 91LEG503W40 W\BPA3
Delivered to the Issuer herewith is a corporate check of the Underwriters payable to the order
of the Issuer in the amount of $130,000. The Issuer agrees to hold such check uncashed until the
Closing to ensure the performance by the Underwriters of their obligations to purchase, accept delivery
of and pay for the Bonds at the Closing. Concurrently with the payment by the Underwriters of the
aggregate purchase price of the Bonds, the Issuer shall return such check to the Underwriters as provided
in Paragraph 6 hereof. Should the Issuer fail to deliver the Bonds at the Closing, or should the Issuer
be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery
of and pay for the Bonds, as set forth in this Purchase Agreement (unless waived by the Underwriters),
or should such obligations of the Underwriters be terminated for any reason permitted by this Purchase
Agreement, such check shall immediately be returned to the Underwriters. In the event the Underwriters
fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Bonds
at the Closing as herein provided, such check shall be retained by the Issuer as and for full liquidated
damages for such failure of the Underwriters and for any defaults hereunder on the part of the
Underwriters. The Underwriters hereby agree not to stop or cause payment on said check to be stopped
unless the Issuer has breached any of the terms of this Purchase Agreement.
2. The Bonds and the Official Statement; End of the Underwriting Period. (a) The
Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of
an ordinance authorizing the issuance and sale of the Bonds (the "Bond Ordinance"), adopted by the City
Council of the Issuer on August 29, 1996.
(b) The Preliminary Official Statement of the Issuer, dated August 8, 1996, including the
cover page, Schedules and Appendices thereto, relating to the Bonds (the "Preliminary Official
Statement"), as amended to conform to the terms of this Purchase Agreement and with such changes and
amendments to the date hereof as have been mutually agreed to by the Issuer and the Representative,
as indicated on Exhibit A attached hereto, is hereinafter called the "Official Statement."
(c) Prior to or concurrently with the acceptance hereof by the Issuer, the Issuer has delivered
to the Representative:
(i) one certified copy of the Bond Ordinance; and
(ii) two copies of the Official Statement manually signed on behalf of the Issuer by
the Mayor of the Issuer.
(d) The Issuer hereby represents and warrants that the Preliminary Official Statement
previously delivered to the Representative was deemed final by the Issuer as of its date, except for the
omission of such information which is dependent upon the final pricing of the Bonds for completion,
all as permitted to be excluded by Rule 15c2-12 under the Securities Exchange Act of 1934 ("Rule 15c2-
12").
F:\G00959\LEG503\64000\BPA3
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(e) The Issuer has duly authorized, approved and executed the Official Statement, which is
final for purposes of Rule 15c2-12.
(f) Unless otherwise notified in writing by the Representative by the Closing Date, the
Issuer can assume that the "end of the underwriting period" for purposes of Rule 15c2-12 shall be the
Closing Date. In the event such notice is so given in writing by the Representative, the Representative
agrees to notify the Issuer in writing following the occurrence of the "end of the underwriting period"
as defined in Rule 15c2-12. The "end of the underwriting period" as used in this Purchase Agreement
shall mean the Closing Date or such later date as to which notice is given by the Representative in
accordance with the preceding sentence.
3. Sale to Underwriters. It shall be a condition to the Issuer's obligation to sell and deliver
the Bonds to the Underwriters and to the Underwriters' obligation to purchase, to accept delivery of and
to pay for the Bonds that the entire principal amount of the Bonds authorized by the Bond Ordinance
shall be issued, sold and delivered by the Issuer and purchased, accepted and paid for by the
Underwriters at the Closing. The Underwriters agree to make a bona fide public offering of all of the
Bonds at prices not in excess of the initial offering prices or yields set forth on the inside front cover
page of the Official Statement, plus interest accrued thereon from the date of the Bonds.
4. Use of Documents; Certain Covenants and Agreements of the Issuer. (a) The Issuer
hereby authorizes the use by the Underwriters of the Bond Ordinance and the Official Statement,
including any supplements or amendments thereto, and the information therein contained in connection
with the public offering and sale of the Bonds. The Issuer ratifies and confirms the use by the
Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public
offering of the Bonds.
(b) The Issuer covenants and agrees:
(i) To cause reasonable quantities of the Official Statement, as requested by the
Underwriters, to be delivered to the Underwriters, without charge, within seven business days
of the date hereof.
(ii) To provide such information as necessary for the Underwriters to comply with
the filing requirements of Rule G-36 of the Municipal Securities Rulemaking Board.
(iii) To apply the proceeds from the sale of the Bonds as provided in and subject to
all of the terms and provisions of the Bond Ordinance authorizing their issuance and not to take
or omit to take any action which action or omission will adversely affect the exclusion from
gross income for federal income tax purposes of the interest on the Bonds.
(iv) If, after the date of this Purchase Agreement to and including the date the
Underwriters are no longer required pursuant to Rule 15c2-12 to provide the Official
F:\G009591LE G503\64000\B PA3
-3-
Statement to potential customers requesting an Official Statement (such date being the earlier
of (A) 90 days from the end of the underwriting period and (B) the time when the Official
Statement is available to any person from a nationally recognized municipal securities
repository, but in no case less than 25 days after the end of the underwriting period), any
event shall occur as a result of which it is necessary to amend or supplement the Official
Statement in order to make the statements therein, in the light of the circumstances when the
Official Statement is delivered to a purchaser, not misleading, or if it is necessary to amend
or supplement the Official Statement to comply with law, to notify the Representative (and
for the purposes of this clause (iv) to provide the Underwriters with such information as they
may from time to time request), and to cooperate with the Underwriters in the preparation
of either amendments or supplements to the Official Statement so that the statements in the
Official Statement as so amended and supplemented will not, in light of the circumstances
when the Official Statement is delivered to a purchaser, be misleading or so that the Official
Statement will comply with law.
(v) To furnish such information and execute such instruments and take such action
in cooperation with the Representative as the Representative may reasonably request (A) to (y)
qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations
of such states and other jurisdictions in the United States as the Representative may designate
and (z) determine the eligibility of the Bonds for investment under the laws of such states and
other jurisdictions and (B) to continue such qualifications in effect so long as required for the
distribution of the Bonds; provided, however, that the Issuer will not be required to qualify as
a foreign corporation or otherwise to do business or to file any general or special consents to
service of process under the laws of any state.
(vi) To advise the Representative immediately of receipt by the Issuer of any
notification with respect to the suspension of the qualification of the Bonds for sale in any
jurisdiction or the initiation or threat of any proceeding for that purpose.
(vii) Prior to Closing not to offer or issue any bonds, notes or other obligations for
borrowed money or incur any material liabilities, direct or contingent, payable from or secured
by a pledge of the taxes, revenues or other assets of the Issuer.
5. Representations and Warranties of the Issuer. The Issuer hereby represents and
warrants to each of the Underwriters as of the date hereof and as of the Closing Date, which
representations and warranties shall survive the purchase and offering of the Bonds as follows:
(a) The Issuer is a duly organized municipal corporation and a political subdivision
duly created and validly existing under the Constitution and the laws of the State of Texas
(including the Issuer's Home Rule Charter) and has full legal right, power and authority pursuant
to the Constitution and laws of the State of Texas, including particularly Articles 823 and 717k,
Vernon's Annotated Texas Civil Statutes, as amended (the "Acts"), and at the date of the Closing
F: \G009591LEG303N64000\B PA3
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will have, full legal right, power and authority to (i) enter into this Purchase Agreement and the
Escrow Agreement described in the Bond Ordinance (the "Escrow Agreement"), (ii) adopt the
Bond Ordinance, (iii) sell, issue and deliver the Bonds to the Underwriters as provided herein,
(iv) secure the payment of the Bonds as provided in the Bond Ordinance, and (v) carry out and
consummate the transactions contemplated by this Purchase Agreement, the Bond Ordinance,
the Escrow Agreement and the Official Statement, and the Issuer has complied, and will at the
Closing be in compliance in all respects, with the terms of the Acts and the Bond Ordinance as
they pertain to such transactions.
(b) By all necessary official action of the Issuer prior to or concurrently with the
acceptance hereof, the Issuer has duly adopted the Bond Ordinance, has duly authorized and
approved the execution and delivery of, and the performance by the Issuer of the obligations on
its part contained in, the Bonds, the Bond Ordinance, the Escrow Agreement, this Purchase
Agreement and the consummation by it of all other transactions contemplated by the Official
Statement, the Bond Ordinance, the Escrow Agreement and this Purchase Agreement; the Bond
Ordinance, the Escrow Agreement and this Purchase Agreement each constitute legal, valid and
binding obligations of the Issuer, enforceable in accordance with their respective terms, subject
to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of
equity relating to or affecting the enforcement of creditors' rights; the Bonds, when issued,
authenticated and delivered to the Underwriters in accordance with the Bond Ordinance and this
Purchase Agreement, will be payable from an ad valorem tax levied, within the limits prescribed
by law, against all taxable property within the Issuer, will be entitled to the benefits of the Bond
Ordinance and will be enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws and principles of equity relating
to or affecting the enforcement of creditors' rights.
(c) The Issuer is not in breach of or default under any applicable constitutional
provision, law or administrative regulation of the State of Texas or the United States of America
or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance,
resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer
or any of its property or assets are otherwise subject, and no event has occurred and is
continuing which constitutes or with the passage of time or the giving of notice, or both, would
constitute a default or event of default by the Issuer under any such instrument except as may
be disclosed in the Official Statement; and the execution and delivery of the Bonds, the Escrow
Agreement and this Purchase Agreement, adoption of the Bond Ordinance and compliance on
the Issuer's part with the provisions contained therein, will not conflict with or constitute a
breach of or default under any constitutional provision, administrative regulation, judgment,
decree, loan agreement, indenture, bond, note, ordinance, resolution, agreement or other
instrument to which the Issuer is a party or to which the Issuer or any of its property or assets
are otherwise subject, nor will any such execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of any
F:\G00959'LEG503 W 4000\BPA3
-5-
nature whatsoever upon any of the property or assets of the Issuer under the terms of any such
law, regulation or instrument, except as provided by the Bonds and the Bond Ordinance.
(d) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction over
the matter which are required for the due authorization of, which would constitute a condition
precedent to, or the absence of which would have a material adverse effect on the due
performance by the Issuer of its obligations under, this Purchase Agreement, the Escrow
Agreement, the Bond Ordinance and the Bonds have been duly obtained, except for the approval
of the Bonds by the Attorney General of the State of Texas (and the registration of the Bonds
by the Comptroller of Public Accounts of the State of Texas) and such approvals, consents and
orders as are stated in the Official Statement as yet to be obtained or as may be required under
the Blue Sky or securities laws of any state in connection with the offering and sale of the
Bonds.
(e) The Bonds conform to the description thereof contained in the Official Statement
under the caption "THE BONDS"; the Bond Ordinance and the Escrow Agreement conform to
the description thereof contained in the Official Statement; and the proceeds of the Bonds will
be applied generally as described in the Official Statement.
(f) There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, public board or body, pending or, to the best
knowledge of the Issuer after due inquiry, threatened against the Issuer, affecting the corporate
existence of the Issuer or the titles of its officers to their respective offices, or affecting or
seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the levy,
collection or application of the ad valorem taxes pledged or to be pledged to pay the principal
of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the
validity or enforceability of the Bonds, the Bond Ordinance, the Escrow Agreement or this
Purchase Agreement, or contesting the exclusion from gross income of interest on the Bonds for
federal income tax purposes, or contesting in any way the completeness or accuracy of the
Preliminary Official Statement or the Official Statement or any supplement or amendment
thereto, or contesting the powers of the Issuer or any authority for the issuance of the Bonds, the
adoption of the Bond Ordinance or the execution and delivery of this Purchase Agreement or
the Escrow Agreement, nor, to the best knowledge of the Issuer, is there any basis therefor,
wherein an unfavorable decision, ruling or finding would have a material adverse effect on the
validity or enforceability of the Bonds, the Bond Ordinance, this Purchase Agreement, or the
Escrow Agreement.
(g) As of the date thereof, the Preliminary Official Statement did not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading.
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(h) At the time of the Issuer's acceptance hereof and (unless an event occurs of
the nature described in Paragraph 4(b)(iv)) at all times subsequent thereto during the period
up to and including the date the Underwriters are no longer required pursuant to Rule 15c2-
12 to provide the Official Statement to potential customers requesting an Official Statement
(as more particularly described in Paragraph 4(b)(iv)), the Official Statement does not and
will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(i) If the Official Statement is supplemented or amended pursuant to Paragraph
4(b)(iv), at the time of each supplement or amendment thereto and (unless subsequently
again supplemented or amended pursuant to such paragraph) at all times subsequent thereto
during the period up to and including the date the Underwriters are no longer required
pursuant to Rule 15c2-12 to provide the Official Statement to potential customers requesting
an Official Statement (as more particularly described in Paragraph 4(b)(iv)), the Official
Statement as so supplemented or amended will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading.
(j) The financial statements of, and other financial information regarding, the Issuer
in the Official Statement fairly present the financial position and results of the operations of the
Issuer as of the dates and for the periods therein set forth and (i) the unaudited financial
statements have been prepared on a basis substantially consistent with the audited financial
statements included in the Official Statement and reflect all adjustments necessary to that effect,
and (ii) the other financial information has been determined on a basis substantially consistent
with that of the Issuer's audited financial statements included in the Official Statement.
6. Closing. (a) At 10:00 a.m., Texas time, on September 24, 1996, or at such other time
and date as shall have been mutually agreed upon by the Issuer and the Representative (the "Closing
Date"), the Issuer will, subject to the terms and conditions hereof, deliver the Bonds to the
Representative duly executed and authenticated in the form and manner contemplated below, together
with the other documents hereinafter mentioned, and the Representative will, subject to the terms and
conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in
Paragraph 1 hereof in immediately available funds (such events being referred to herein as the
"Closing"). Concurrently with such payment by the Underwriters, the Issuer shall return to the
Representative the check referred to in Paragraph 1 hereof. Payment for the Bonds as aforesaid shall
be made at the offices of McCall, Parkhurst & Horton L.L.P., Austin, Texas, or such other place as shall
have been mutually agreed upon by the Issuer and the Representative.
F:1G00959LLE G 503 W 4000\BPA3
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(b) Delivery of the Bonds shall be made at The Depository Trust Company, New York, New
York. The Bonds shall be delivered in fully registered form bearing CUSIP numbers without coupons
with one Bond for each maturity of Bonds, registered in the name of CEDE & CO. and shall be made
available to the Representative at least one business day before the Closing for purposes of inspection.
7. Closing Conditions. The Representative has entered into this Purchase Agreement in
reliance upon the representations, warranties and agreements of the Issuer contained herein, and in
reliance upon the representations, warranties and agreements to be contained in the documents and
instruments to be delivered at the Closing and upon the performance by the Issuer of its obligations
hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters'
obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds
shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder
and under such documents and instruments at or prior to the Closing, and shall also be subject to the
following additional conditions:
(a) The representations and warranties of the Issuer contained herein shall be true,
complete and correct on the date hereof and on and as of the date of the Closing, as if made on
the date of the Closing.
(b) At the time of the Closing, the Bond Ordinance and the Escrow Agreement shall
be in full force and effect and shall not have been amended, modified or supplemented, and the
Official Statement shall not have been supplemented or amended, except in any such case as
may have been agreed to by the Representative.
(c) At the time of the Closing, all official action of the Issuer relating to this
Purchase Agreement, the Escrow Agreement, the Bonds and the Bond Ordinance shall be in full
force and effect and shall not have been amended, modified or supplemented; and the
Representative shall have received, in appropriate form, evidence thereof.
(d) At the time of the Closing, there shall not have occurred any change in the
condition, financial or otherwise, or in the earnings or operations of the Issuer, from that set
forth in the Official Statement that, in the judgment of the Representative, is material and
adverse and that makes it, in the judgment of the Representative, impracticable to market the
Bonds on the terms and in the manner contemplated in the Official Statement.
(e) At or prior to the Closing, either (i) the District shall have purchased or
subscribed for the purchase of the United States Treasury Obligations described in the
Verification Report (hereinafter defined) at prices not exceeding the market prices thereof
or (ii) the Issuer shall have subscribed to the United States Treasury for the purchase of State
and Local Government Series securities required to be deposited with the Escrow Agent
named in the Official Statement (the "Escrow Agent") pursuant to the Bond Ordinance and
the Escrow Agreement.
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(f) At or prior to the Closing, the Representative shall have received copies of each
of the following documents:
(1) The Official Statement, and each supplement or amendment, if any,
thereto, executed on behalf of the Issuer by the Mayor and City Secretary.
(2) The Bond Ordinance certified by the City Secretary under its seal as
having been duly adopted by the Issuer and as being in effect, with such changes or
amendments as may have been agreed to by the Underwriters, and containing therein the
agreement of the Issuer to provide certain periodic information and notices of material
events in accordance with Rule 15c2-12, as described in the Official Statement under
the caption "CONTINUING DISCLOSURE OF INFORMATION."
(3) The opinion of McCall, Parkhurst & Horton L.L.P., in substantially the
form and substance of Appendix C to the Official Statement.
(4) An opinion or certificate, dated on or prior to the date of Closing, of the
Attorney General of the State of Texas, approving the Bonds, as required by law, and
the registration certificate of the Comptroller of Public Accounts of the State of Texas
for the Bonds.
(5) The supplemental opinion, dated the date of the Closing, of McCall,
Parkhurst & Horton L.L.P., addressed to the Issuer and the Underwriters to the effect
that: (i) the Bonds are exempt securities within the meaning of Section 3(a)(2) of the
Securities Act of 1933, as amended, and it is not necessary in connection with the sale
of the Bonds to the public to register the Bonds under the Securities Act of 1933, as
amended, or to qualify the Bond Ordinance under the Trust Indenture Act of 1939, as
amended, and (ii) except to the extent noted therein, said firm has not verified and is not
passing upon, and does not assume any responsibility for, the accuracy, completeness
or fairness of the statements contained in the Official Statement but that said firm has
reviewed the information contained in the Official Statement under the captions "THE
BONDS" (other than information under the subcaptions "—Book -Entry -Only System"
and "—Use of Proceeds"), "TAX MA 1"1hRS," "CONTINUING DISCLOSURE OF
INFORMATION" and "OTHER INFORMATION—Legal Investments and Eligibility
to Secure Public Funds in Texas" and such firm is of the opinion that the information
relating to the Bonds and the Bond Ordinance contained therein accurately and fairly
reflects the provisions thereof and is correct as to matters of law.
(6) An opinion, dated the date of the Closing and addressed to the
Underwriters, of Vinson & Elkins L.L.P., Houston and Austin, Texas ("Underwriters'
Counsel"), in substantially the form of Exhibit B, hereto.
F.\G00959U.EG503\64000\BPA3
-9-
(7) A certificate, dated the date of the Closing, signed by the Mayor, the
City Manager and the City Secretary, to the effect that (i) the representations and
warranties of the Issuer contained herein are true and correct in all material respects on
and as of the date of Closing as if made on the date of Closing; (ii) except to the extent
disclosed in the Official Statement, no litigation is pending or, to the knowledge of such
persons, threatened in any court to restrain or enjoin the issuance 'or delivery of the
Bonds or the levy, collection or application of the ad valorem taxes pledged or to be
pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any
way contesting or affecting the validity of the Bonds, the Bond Ordinance, the Escrow
Agreement or this Purchase Agreement, or contesting the powers of the Issuer or
contesting the authorization of the Bonds or the Bond Ordinance, or contesting in any
way the accuracy, completeness or fairness of the Official Statement (but in lieu of or
in conjunction with such certificate, the Underwriters may, in their sole discretion,
accept certificates or opinions of the General Counsel of the Issuer that, in his or her
opinion, the issues raised in any such pending or threatened litigation are without
substance or that the contentions of all plaintiffs therein are without merit); (iii) no event
affecting the Issuer has occurred since the date of the Official Statement which should
be disclosed in the Official Statement for the purpose for which it is to be used or which
it is necessary to disclose therein in order to make the statements and information
therein not misleading in any material respect; (iv) the descriptions and statements of
or pertaining to the Issuer contained in the Official Statement, on the date of sale of the
Bonds and on the date of the delivery of the Bonds, were and are true and correct in all
material respects; (v) insofar as the Issuer and its affairs, including its financial affairs,
are concerned, such Official Statement did not and does not contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and (vi) insofar as the descriptions and statements
including financial data, of or pertaining to entities, other than the Issuer, and their
activities contained in the Official Statement are concerned, such statements and data
have been obtained from sources which the Issuer believes to be reliable and the Issuer
has no reason to believe that they are untrue in any material respect; and (vii) there has
not been any material and adverse change in the affairs or financial condition of the
Issuer since September 30, 1995, the latest date as to which audited financial
information is available.
(8) A certificate, dated the date of the Closing, of an appropriate official of
the Issuer to the effect that, on the basis of the facts, estimates and circumstances in
effect on the date of delivery of the Bonds, it is not expected that the proceeds of the
Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds within
the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.
F:\G00959\LEG50364000\B PA3
-10-
(9) A copy of the municipal bond insurance policy issued by Financial
Guaranty Insurance Company (the "Insurer") insuring the timely payment of the
principal of and interest on the Bonds.
(10) A legal opinion from counsel to the Insurer addressed t� the
Underwriters, Underwriters' Counsel and the Issuer in a form acceptable to Bond
Counsel to the Issuer and Underwriters' Counsel.
(11) Rating letters from Moody's Investors Service and Standard & Poors, a
division of the McGraw Hill Companies, indicating a rating for the Bonds which is not
lower than "Aaa" and "AAA", respectively, and which are in a form acceptable to the
Underwriters.
(12) A copy of a special report (the "Verification Report") prepared by
Grant Thornton L.L.P., independent certified public accountants, addressed to the
Issuer, Bond Counsel, the Underwriters and Underwriters' Counsel (i) verifying the
mathematical computations of the adequacy of the maturing principal amounts of and
interest on the Escrowed Securities (as defined in the Escrow Agreement) and
uninvested cash held under the Escrow Agreement to pay, when due, the principal
or redemption price of and interest on the bonds being refunded and (ii) verifying the
mathematical computations supporting the conclusion of Bond Counsel that the
Bonds are not "arbitrage bonds" under the Code;
(13) Such additional legal opinions, certificates, instruments and other
documents as the Representative or Underwriters' Counsel may request to evidence the
truth and accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's
representations and warranties contained herein and of the statements and information
contained in the Official Statement and the due performance or satisfaction by the Issuer
on or prior to the date of the Closing of all the respective agreements then to be
performed and conditions then to be satisfied by the Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned above or
elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions hereof
if, but only if, they are in form and substance satisfactory to the Representative.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters to
purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Agreement, or if the
obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be
terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall
terminate and neither the Underwriters nor the Issuer shall be under any further obligation hereunder,
except that (i) the check referred to in Paragraph 1 hereof shall be immediately returned to the
F:\G00959\L.EG503 W OOO\BPA3
-11-
Underwriters by the Issuer and (ii) the respective obligations of the Issuer and the Underwriters set forth
in Paragraph 9 hereof shall continue in full force and effect.
8. Termination. The Representative shall have the right to terminate in its absolute
discretion the Underwriters' obligation under this Purchase Agreement to purchase, to accept delivery
of and to pay for the Bonds by notifying the Issuer of its election to do so if, after the execution hereof
and prior to the Closing:
(a) (i) Legislation (including any amendment thereto) shall have been
introduced in or adopted by either House of the Congress of the United States or recommended
to the Congress or otherwise endorsed for passage by the President of the United States, the
Treasury Department of the United States, the Internal Revenue Service or the Chairman or
ranking minority member of the Committee on Finance of the United States Senate or the
Committee on Ways and Means of the United States House of Representatives, or legislation
is under consideration by either such committee or is introduced as an option for consideration
by either such committee by the staff of such committee, or by the staff of the Joint Committee
on Taxation of the Congress of the United States, or a bill to amend the Internal Revenue Code
(which, if enacted, would be effective as of a date prior to the Closing) shall be filed in either
house, or (ii) a decision shall have been rendered by a court established under Article III of the
Constitution of the United States or by the United States Tax Court, or (iii) an order, filing,
ruling or regulation shall have been issued or proposed by or on behalf of the Treasury
Department of the United States or the Internal Revenue Service or any other agency of the
United States, or (iv) a release or official statement shall have been issued by the President of
the United States or by the Treasury Department of the United States or by the Internal Revenue
Service, the effect of which, in any such case described in clause (i), (ii), (iii), or (iv), would be
to impose, directly or indirectly, federal income taxation upon interest received on obligations
of the general character of the Bonds or upon income of the general character to be derived by
the Issuer, other than as imposed on the Bonds and income therefrom under the federal tax laws
in effect on the date hereof, in such a manner as in the judgment of the Representative would
make it impracticable to market the Bonds on the terms and in the manner contemplated in the
Official Statement.
(b) Any action shall have been taken by the Securities and Exchange Commission
or by a court which would require registration of any security under the Securities Act of 1933,
as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as
amended, in connection with the public offering of the Bonds, or any action shall have been
taken by any court or by any governmental authority suspending the use of the Official
Statement or any amendment or supplement thereto, or any proceeding for that purpose shall
have been initiated or threatened in any such court or by any such authority.
(c) (i) The Constitution of the State of Texas shall be amended or an
amendment shall be proposed, or (ii) legislation shall be enacted, or (iii) a decision shall have
F:1GOO95ALEG503\64000\B PA3
-12-
been rendered as to matters of Texas law, or (iv) any order, ruling or regulation shall have been
issued or proposed by or on behalf of the State of Texas by an official, agency or department
thereof, affecting the tax status of the Issuer, its property or income, its notes or bonds (including
the Bonds) or the interest thereon, which in the judgment of the Representative would make it
impracticable to market the Bonds on the terms and in the manner contemplated in the Official
Statement.
(d) Any fact or event shall exist or have existed that, in the Representative's
judgment, requires or has required an amendment of or supplement to the Official Statement.
(e) (i) (A) Trading generally shall have been suspended or materially limited
on or by, as the case may be, either of the New York Stock Exchange or the American Stock
Exchange, (B) a general moratorium on commercial banking activities in New York shall have
been declared by either Federal or New York State authorities, or (C) there shall have occurred
any outbreak or escalation of hostilities or any change in financial markets or any calamity or
crisis that, in the reasonable judgment of the Representative, is material and adverse and (ii) in
the case of any of the events specified in clauses (A) through (C), such event singly or together
with any other such event makes it, in the judgment of the Representative, impracticable to
market the Bonds on the terms and in the manner contemplated in the Official Statement.
(f) There shall have occurred any downgrading, or any notice shall have been given
of (i) any intended or potential downgrading or (ii) any review or possible change that does not
indicate the direction of a possible change, in the rating accorded any of the Issuer's obligations
(including the ratings to be accorded the Bonds) by any "nationally recognized statistical rating
organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act
of 1933, as amended.
(g) Legislation shall have been enacted by the federal government or the State of
Texas, a decision of any federal or State of Texas court shall have been made, or a ruling or
regulation (proposed, temporary or final) of the Securities and Exchange Commission or other
governmental agency shall have been made or issued that, in the opinion of Underwriters'
Counsel, has the effect of requiring the contemplated distribution of the Bonds or any agreement
offered in connection therewith to be registered under the Securities Act of 1933, as amended,
or the Bond Ordinance to be qualified as an indenture under the Trust Indenture Act of 1939,
as amended.
(h) A change in applicable law shall occur or any governmental authority, board,
agency or commission shall take any action the result of which in each case is to prohibit the
purchase of and payment for the Bonds by the Underwriters, or the resale of the Bonds by the
Underwriters, on the terms and conditions herein.
F:1G00959\LEG503\64000\BPA3
-13-
9. Expenses. (a) The Underwriters shall be under no obligation to pay, and the Issuer shall
pay, any expenses incident to the performance of the Issuer's obligations hereunder, including, but not
limited to (i) the cost of preparation, printing and delivery of the Preliminary Official Statement and the
Official Statement; (ii) the cost of preparation and printing of the Bonds; (iii) the fees and disbursements
of McCall, Parkhurst & Horton L.L.P.; (iv) the fees and disbursements of the financial advisor to the
Issuer, if any; (v) the fees and disbursements of any other engineers, accountants, and other experts,
consultants or advisers retained by the Issuer, including the fee of Grant Thornton L.L.P. for the
preparation of the Verification Report; (vi) the premium and all other costs associated with acquiring
municipal bond insurance for the Bonds; and (vii) the fees, if any, for bond ratings.
(b) The Underwriters shall pay (i) the cost of preparation and printing of this Purchase
Agreement; (ii) all advertising expenses in connection with the public offering of the Bonds; and (iii) all
other expenses incurred by them or any of them in connection with the public offering of the Bonds,
including the fees and disbursements of Underwriters' Counsel.
10. Notices. Any notice or other communication to be given to the Issuer under this
Purchase Agreement may be given by delivering the same in writing at City of Round Rock, 221 East
Main Street, Round Rock, Texas 78664, Attention: Director of Finance, and any notice or other
communication to be given to the Underwriters under this Purchase Agreement may be given by
delivering the same in writing to Legg Mason Wood Walker, Inc., 221 W. Sixth Street, Suite 950,
Austin, Texas 78701, Attention: Ms. Cheryl F. Allen.
11. Parties in Interest. This Purchase Agreement as heretofore specified shall constitute
the entire agreement between us and is made solely for the benefit of the Issuer and the Underwriters
(including successors or assigns of any Underwriter) and no other person shall acquire or have any right
hereunder or by virtue hereof. This Purchase Agreement may not be assigned by the Issuer. All of the
Issuer's representations, warranties and agreements contained in this Purchase Agreement shall remain
operative and in full force and effect, regardless of (i) any investigations made by or on behalf of any
of the Underwriters; (ii) delivery of and payment for the Bonds pursuant to this Purchase Agreement;
and (iii) any termination of this Purchase Agreement.
12. Effectiveness. This Purchase Agreement shall become effective upon the acceptance
hereof by the Issuer and shall be valid and enforceable at the time of such acceptance.
13. CHOICE OF LAW. THIS PURCHASE AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS.
14. Representative Capacity. Any authority, right, discretion or other power conferred
upon the Underwriters or the Representative under any provision of this Purchase Agreement may
be exercised by the Representative, and the Issuer shall be entitled to rely upon any request, notice
or statement if the same shall have been given or made by the Representative.
F:\000959V.E0503164000\BPA3
-14-
15. Severability. If any provision of this Purchase Agreement shall be held or deemed to
be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any
Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the
effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions of this Purchase Agreement invalid,
inoperative or unenforceable to any extent whatever.
16. Business Day. For purposes of this Purchase Agreement, "business day" means any day
on which the New York Stock Exchange is open for trading.
17. Paragraph Headings. Paragraph headings have been inserted in this Purchase
Agreement as a matter of convenience of reference only, and it is agreed that such paragraph headings
are not a part of this Purchase Agreement and will not be used in the interpretation of any provisions of
this Purchase Agreement.
18. Counterparts. This Purchase Agreement may be executed in several counterparts each
of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto
were upon the same document) and all of which shall constitute one and the same document.
F:\600959Q.EGS03\64000'sBPA]
-15-
Accepted and agreed to this
day of August, 1996.
CITY OF ROUND ROCK, TEXAS
By&e4/
Title: Mayor
FAG009591LEG503\6400013PA3
-16-
Very truly yours,
LEGG MASON WOOD WALKER, INC.
as Representative for the Underwriters
identified on Schedule 1
By
Authorized i fficer
F:\G00959U.EG503\64000\BPA3
LIST OF UNDERWRITERS
LEGG MASON WOOD WALKER, INC.
ESTRADA HINOJOSA & COMPANY
SOUTHWEST SECURITIES, INC.
-17-
SCHEDULE1
Exhibit A
[Attach form of Official Statement completed as provided in
Section 1 hereof]
, 1996
Legg Mason Wood Walker, Inc.
Estrada Hinojosa & Company
Southwest Securities, Inc.
c/o Legg Mason Wood Walker, Inc.
221 W. Sixth Street
Suite 950
Austin, Texas 78701
Exhibit B
Re: City of Round Rock, Texas, General Obligation and Refunding Bonds, Series 1996
Ladies and Gentlemen:
We have acted as counsel to you as Underwriters of $13,125,000 aggregate principal amount
of the captioned Bonds (the "Bonds") issued by the City of Round Rock, Texas (the "Issuer"),
pursuant to an ordinance adopted by the City Council of the Issuer on August 29, 1996 (the
"Ordinance"). The Underwriters are purchasing the Bonds pursuant to the Purchase Agreement (the
"Purchase Agreement") with respect thereto, dated August 29, 1996. Unless otherwise expressly
provided herein, capitalized terms used in this opinion shall have the meanings ascribed to them in
the Purchase Agreement.
As your counsel, we have examined executed copies of the Ordinance, the Purchase
Agreement and the Official Statement and the certificates and opinions referred to in Paragraph 7(e)
of the Purchase Agreement. In addition, we have examined the originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Issuer, agreements and other
instruments, certificates of public officials and representatives of the Issuer, and such other
documents as we have deemed necessary or advisable as a basis for the opinions hereinafter
expressed.
Based on the foregoing and in reliance on the matters described below, we are of the opinion
that the offer and sale of the Bonds by you do not require the registration of any security under the
Securities Act of 1933, as amended and now in effect, and no instrument need be qualified under the
Trust Indenture Act of 1939, as amended and now in effect, in connection therewith.
Because the primary purpose of our professional engagement was not to establish factual
matters and because of the wholly or partially non -legal character of many determinations involved
in the preparation of the Official Statement, we are not passing upon and do not assume any
responsibility for the accuracy, completeness, or fairness of the statements contained in the Official
, 1996
Page 2
Statement, and make no representation that we have independently verified the accuracy,
completeness or fairness of any such statements. At your request, we have participated as your
counsel in conferences with representatives of the Issuer, bond counsel to the Issuer, the financial
advisors to the Issuer and your representatives, at which conferences the contents of the Official
Statement and related matters were discussed. Based on our participation in the above-mentioned
conferences and in reliance thereon and on the certificates, opinions and other documents herein
mentioned, we advise you that no facts have come to our attention that lead us to believe that the
Official Statement (except as to any statistical or financial data included in the Official Statement,
as to which we are not called upon to express any opinion or belief) contains any untrue statement
of a material fact or omits to state any material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.
The opinions expressed herein are expressed only insofar as the laws of the State of Texas
and the United States of America may be applicable. This opinion may be relied upon only by the
addressees hereof and may not be used or relied upon by any other person for any purpose
whatsoever without, in each instance, our prior written consent.
Very truly yours,
RROCK/0096: ORDINANC.AUT V19/95
EXHIBIT B
ESCROW AGREEMENT
B-1
ESCROW AGREEMENT
General Obligation Bonds, Series 1987,
maturities 8/1/98 through 8/1/99
Certificates of Obligation Bonds, Series 1987,
maturities 8/1/98 through 8/1/99
Certificates of Obligation, Series 1988,
maturity 8/1/99
THIS ESCROW AGREEMENT, dated as of August 15, 1996 (herein, together with any
amendments or supplements hereto, called the "Agreement") is entered into by and between the
City of Round Rock, Texas (herein called the "Issuer") and Texas Commerce Bank National
Association, as escrow agent (herein, together with any successor in such capacity, called the
"Escrow Agent"). The addresses of the Issuer, the Escrow Agent, bond rating agencies and bond
insurance company are shown on Exhibit "A" attached hereto and made a part hereof.
WITNESSETH:
WHEREAS, the Issuer heretofore has issued and there presently remain outstanding the
obligations described in Exhibit "B" attached hereto (the "Refunded Obligations"); and
WHEREAS, the Refunded Obligations are scheduled to come due in such years, bear
interest at such rates, and be payable at such times and in such amounts as are set forth in Exhibit
"C" attached hereto and made a part hereof; and
WHEREAS, when firm banking arrangements have been made for the payment of all
principal and interest of the Refunded Obligations when due, then the Refunded Obligations shall
no longer be regarded as outstanding except for the purpose of receiving payment from the funds
provided for such purpose; and
WHEREAS, Article 717k, V.A.T.C.S. authorizes the Issuer to issue refunding bonds and
to deposit the proceeds from the sale thereof, and any other available funds or resources, directly
with any place of payment (paying agent) for any of the Refunded Obligations, and such deposit,
if made before such payment dates and in sufficient amounts, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded
Obligations; and
WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement
with any such paying agent for any of the Refunded Obligations with respect to the safekeeping,
RROCC/G096: ESCROW. AGR B/2296
investment, administration and disposition of any such deposit, upon such terms and conditions
as the Issuer and such paying agent may agree, provided that such deposits may be invested only
in 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, and which may
be in book entry form, and which shall mature and/or bear interest payable at such times and in
such amounts as will be sufficient to provide for the scheduled payment of principal and interest
on the Refunded Obligations when due; and
WHEREAS, Texas Commerce Bank National Association (as successor to Mtrust Corp.),
Texas is a paying agent for a portion of the Refunded Obligations. Texas Commerce Bank
National Association, Austin, Texas shall act as Escrow Agent, and this Escrow Agreement
constitutes an escrow agreement of the kind authorized and permitted by said Article 717k; and
such Bank has signed this agreement acknowledging same; and
WHEREAS, Article 717k makes it the duty of the Escrow Agent to comply with the terms
of this Agreement and timely make available to the place of payment (paying agent) for the
Refunded Obligations the amounts required to provide for the payment of the principal of and
interest on such obligations when due, and in accordance with their terms, but solely from the
funds, in the manner, and to the extent provided in this Agreement; and
WHEREAS, the issuance, sale, and delivery of City of Round Rock, Texas General
Obligation and Refunding Bonds, Series 1996 (the "Refunding Obligations") have been duly
authorized to be issued, sold, and delivered for the purpose of obtaining funds required to provide
for the payment of the principal of and interest on the Refunded Obligations when due; and
WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding
Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together
with certain other available funds of the Issuer, shall be applied to purchase certain direct
obligations of the United States of America hereinafter defined as the "Escrowed Securities" for
deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to
establish a beginning cash balance (if needed) in such Escrow Fund; and
WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable
at such times and in such amounts so as to provide moneys which, together with cash balances
from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the
Refunded Obligations as it accrues and becomes payable and the principal of the Refunded
Obligations as it becomes due and payable; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the
principal corporate trust office of the Escrow Agent; and
RROCK/GU%: ESOOOWAGR 8/22/96
2
WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance
of the terms and provisions hereof;
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure
the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer
and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective
representatives and successors, as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following
terms shall have the meanings assigned to them below when they are used in this Agreement:
"Escrow Fund" means the fund created by this Agreement to be administered by the
Escrow Agent pursuant to the provisions of this Agreement.
"Escrowed Securities" means the direct noncallable, non prepayable United States
Treasury obligations described in Exhibit "D" attached to this Agreement, or cash or other direct
noncallable, non prepayable obligations of the United States of America.
Section 1.02. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent",
"Refunded Obligations", "Refunding Obligations" and "Paying Agent", when they are used in this
Agreement, shall have the meanings assigned to them in the preamble to this Agreement.
Section 1.03. Interpretations. The titles and headings of the articles and sections of this
Agreement have been inserted for convenience and reference only and are not to be considered
a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and
all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set
forth herein and to achieve the intended purpose of providing for the refunding of the Refunded
Obligations in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND
ESCROWED SECURITIES
Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery
of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow
Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described herein, and
the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in
writing.
RRCK:L,: ES.AGA 3/22/96
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
3
Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust
fund and irrevocable escrow to be known as the City of Round Rock, Texas General Obligation
Bonds, Series 1987, City of Round Rock, Texas Certificates of Obligation, Series 1987, and City
of Round Rock, Texas Certificates of Obligation, Series 1988 Escrow Fund (the "Escrow Fund").
The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the
Escrow Fund the funds and the Escrowed Securities described in Exhibit "D" attached hereto.
Such deposit, all proceeds therefrom, and all cash balances from time to time on deposit therein
(a) shall be the property of the Escrow Fund, (b) shall be applied only in strict conformity with
the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment
of the principal of and interest on the Refunded Obligations, which payment shall be made by
timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When
the final transfers have been made for the payment of such principal of and interest on the Refund-
ed Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer,
and the Escrow Agent shall thereupon be discharged from any further duties hereunder.
Section 3.02. Payment of Principal and Interest. The Escrow Agent is hereby
irrevocably instructed to transfer from the cash balances from time to time on deposit in the
Escrow Fund, the amounts required to pay the principal of the Refunded Obligations at their
respective maturity dates and interest thereon to such maturity dates in the amounts and at the
times shown in Exhibit "C" attached hereto.
Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive
receipts of the principal of and interest on the Escrowed Securities will assure that the cash
balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide
moneys for transfer to the Paying Agent at the times and in the amounts required to pay the
interest on the Refunded Obligations as such interest comes due and the principal of the Refunded
Obligations as the Refunded Obligations mature, all as more fully set forth in Exhibit "E" attached
hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit
in the Escrow Fund shall be insufficient to transfer the amounts required by each place of payment
(paying agent) for the Refunded Obligations to make the payments set forth in Section 3.02
hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully
available therefor, additional funds in the amounts required to make such payments. Notice of
any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall
not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's
failure to make additional deposits thereto.
Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund,
the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other
funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed
Securities or any other assets of the Escrow Fund to be commingled with any other funds or
securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only
as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always
be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded
Obligations; and a special account thereof shall at all times be maintained on the books of the
Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred
: ESCW.A«.,u,96
4
claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the
Escrow Fund to which they are entitled as owners of the Refunded Obligations. The amounts
received by the Escrow Agent under this Agreement shall not be considered as a banking deposit
by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a
constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received
by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks
drawn by the Issuer or, except to the extent expressly herein provided, by the Paying Agent.
Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit
in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation
or its successor, be continuously secured by a pledge of direct obligations of, or obligations
unconditionally guaranteed by, the United States of America, having a market value at least equal
to such cash balances.
ARTICLE IV
LIMITATION ON INVESTMENTS
Section 4.01. Investments. Except for the initial deposit in the Escrowed Securities, and
except as provided in Sections 4.02, 4.03 and 4.04 hereof, the Escrow Agent shall not have any
power or duty to invest or reinvest any money held hereunder, or to make substitutions of the
Escrowed Securities, or to sell, transfer, or otherwise dispose of the Escrowed Securities.
Section 4.02. Reinvestment of Certain Cash Balances in Escrow by Escrow Agent.
In addition to the Escrowed Securities listed in Exhibit "D" hereto, the Escrow Agent shall
reinvest cash balances shown in Exhibit "F" attached hereto in zero (0) interest rate United States
Treasury Obligations - State and Local Government Series to the extent such obligations are
available from the Department of the Treasury. All such reinvestments shall be made only from
the portion of cash balances derived from the maturing principal of and interest on Escrowed
Securities that are United States Treasury Certificates of Indebtedness, Notes or Bonds - State and
Local Government Series. All such reinvestments shall be acquired on and shall mature on the
dates on Exhibit "F" attached hereto.
Section 4.03. Substitution of Securities. At the written request of the Issuer, and upon
compliance with the conditions hereinafter stated, the Escrow Agent shall utilize cash balances in
the Escrow Fund, or sell, transfer, otherwise dispose of or request the redemption of the
Escrowed Securities and apply the proceeds therefrom to purchase Refunded Obligations or direct
obligations of, direct non prepayable obligations of, or obligations the principal of and interest
on which is unconditionally guaranteed by, the United States of America which do not permit the
redemption thereof at the option of the obligor. Any such transaction may be effected by the
Escrow Agent only if (a) the Escrow Agent shall have received a written opinion from a nationally
recognized independent firm of certified public accountants that such transaction will not cause
the amount of money and securities in the Escrow Fund to be reduced below an amount sufficient
without further investment or reinvestment of either the principal amount thereof or the interest
earnings thereof to provide for the full and timely payment of principal of, redemption premium
on and interest on all of the remaining Refunded Obligations as they become due, taking into
account any optional redemption thereof exercised by the Issuer in connection with such
ES.AGR 1122/96
5
transaction; and (b) the Escrow agent shall have received the unqualified written legal opinion of
nationally recognized bond counsel licensed in the State of Texas to the effect that such transaction
will not cause any of the Refunded Obligations or the Refunding Obligations to be an "arbitrage
bond" within the meaning of Section 103(c) of the Code or to otherwise affect the tax exempt
status of the interest on such bonds.
Section 4.04. Arbitrage. The Issuer hereby covenants and agrees that it shall never
request the Escrow Agent to exercise any power hereunder or permit any part of the money in the
Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly
to acquire any securities or obligations if the exercise of such power or the acquisition of such
securities or obligations would cause any Refunding Obligations or Refunded Obligations to be
an "arbitrage bond" within the meaning of the Internal Revenue Code of 1986 or, if applicable,
the Internal Revenue Code of 1954, as amended.
ARTICLE V
APPLICATION OF CASH BALANCES
Section 5.01. In General. Except as provided in Sections 3.02, 4.02 and 4.03 hereof,
no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent will keep books of record and account in
which complete and correct entries shall be made of all transactions relating to the receipts,
disbursements, allocations and application of the money and Escrowed Securities deposited to the
Escrow Fund and all proceeds thereof, and such books shall be available for inspection at
reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded
Obligations.
Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent
annually shall prepare and send to the Issuer a written report summarizing all transactions relating
to the Escrow Fund during the preceding year, including, without limitation, credits to the Escrow
Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers
from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a
detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund
as of the end of such period.
ARTICLE VII
CONCERNING THE PAYING AGENTS
AND ESCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby represents that it has all
necessary power and authority to enter into this Agreement and undertake the obligations and
responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder.
RROCK/C096: ESCRO%V.AGR 8,22,96
6
Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer
funds for the payment of the principal of and interest on the Refunded Obligations shall be limited
to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in
the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the
Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of
funds from time to time in the Escrow Fund or any failure of the obligor of the Escrowed
Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly
of any such occurrence.
The recitals herein and in the proceedings authorizing the Refunding Obligations shall be
taken as the statements of the Issuer and shall not be considered as made by, or imposing any
obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the
proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not respon-
sible for nor bound by any of the provisions thereof (except as a place of payment and paying
agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, it is agreed that
the Escrow Agent need look only to the terms and provisions of this Agreement.
The Escrow Agent makes no representations as to the value, conditions or sufficiency of
the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security
afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility
in respect to any of such matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to use
or advance its own funds or otherwise incur personal financial liability in the performance of any
of its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it
in good faith in any exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the
consequences of any error of judgment; and the Escrow Agent shall not be answerable except for
its own action, neglect or default, nor for any loss unless the same shall have been through its
negligence or want of good faith.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Issuer with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to
dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow
Agent is called upon by the terms of this Agreement to determine the occurrence of any event or
contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise
reasonable care and diligence, and in event of error in making such determination the Escrow
Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence
of any such event or contingency the Escrow Agent may request from the Issuer or any other
person such reasonable additional evidence as the Escrow Agent in its discretion may deem neces-
sary to determine any fact relating to the occurrence of such event or contingency, and in this
connection may make inquiries of, and consult with, among others, the Issuer at any time.
,,: EsCRO%V.AGR.,72,96
7
Section 7.03. Compensation. (a) Concurrently with the sale and delivery of the
Refunding Obligations, the Issuer shall pay to the Escrow Agent, as a fee for performing the
services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the
administration of this Agreement, the sum of $3,000, the sufficiency of which is hereby
acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform
any extraordinary services hereunder, the Issuer hereby agrees to pay reasonable fees to the
Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses
incurred by the Escrow Agent in performing such extraordinary services, and the Escrow Agent
hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such
expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien
against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow
Agent, or in any other capacity, or for reimbursement for any of its expenses.
(b) The Paying Agent is a place of payment (paying agent) for the Refunded Obliga-
tions. Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall pay
to the Paying Agent the sum of $750, the sufficiency of which is hereby acknowledged by the
Paying Agent, for all future paying agency services of the Paying Agent and for the other places
of payment (paying agents) for the Refunded Obligations; and the Paying Agent warrants that such
sum is sufficient for such purpose. Also concurrently with the sale and delivery of the Refunding
Obligations the Issuer shall pay to any other places of payment (paying agents) for the Refunded
Obligations all sums due for all future paying agency services in connection with certain of the
Refunded Obligations.
(c) Upon receipt of the aforesaid specific sums stated in subsections (a) and (b) of this
Section 7.03 for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent
and other places of payment (paying agents) shall acknowledge such receipt to the Issuer in
writing.
Section 7.04. Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation or law or otherwise, to act as
escrow agent hereunder, or if its property and affairs shall be taken under the control of any state
or federal court or administrative body because of insolvency or bankruptcy or for any other
reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event
the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy.
If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor
may be appointed by the owners of a majority in principal amount of the Refunded Obligations
then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such
owners or by their duly authorized attorneys -in -fact. If, in a proper case, no appointment of a
successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within
three months after a vacancy shall have occurred, the owner of any Refunded Obligation may
apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court
may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a
successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under
the laws of the United States or the State of Texas, authorized under such laws to exercise
RROCK/G096: ESCRoWAGR 6/22/96
8
corporate trust powers, having its principal office and place of business in the State of Texas,
having a combined capital and surplus of at least $5,000,000 and subject to the supervision or
examination by Federal or State authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent, subject to the
terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon
the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent
all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow
Agent a proportional part of the Escrow Agent's fee hereunder.
The Escrow Agent at the time acting hereunder may at any time resign and be discharged
from the trust hereby created by giving not less than 60 days' written notice to the Issuer and
publishing notice thereof, specifying the date when such resignation will take effect, in a
newspaper printed in the English language and with general circulation in New York, New York,
such publication to be made once at least three (3) weeks prior to the date when the resignation
is to take effect. No such resignation shall take effect unless a successor Escrow Agent shall have
been appointed by the owners of the Refunded Obligations or by the Issuer as herein provided and
such successor Escrow Agent shall be a paying agent for the Refunded Obligations and shall have
accepted such appointment, in which event such resignation shall take effect immediately upon
the appointment and acceptance of a successor or Escrow Agent. Under any circumstances, the
Escrow Agent shall pay over to its successor Escrow Agent proportional parts of the Escrow
Agent's fee and its Paying Agent's fee hereunder.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notice. Any notice, authorization, request, or demand required or
permitted to be given hereunder shall be in writing and shall be deemed to have been duly given
when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow
Agent and Rating Agency at the address shown on Exhibit "A" attached hereto. The United States
Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclu-
sive evidence of the date and fact of delivery. Any party hereto may change the address to which
notices are to be delivered by giving to the other parties not less than 10 days prior notice thereof.
Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as
described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other
person or persons in connection with this Agreement.
Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer,
the Escrow Agent and the Paying Agent and their respective successors and legal representatives,
: ESCROW.ACR11/12/96
9
and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the
Escrow Agent, the Paying Agent and their respective successors and legal representatives.
Section 8.04. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement,
but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein. If any portion of the Agreement is held to be invalid or illegal or
unenforceable, Moody's Investors Service and Standard & Poors Corporation should be notified.
Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by
the provisions hereof and by the applicable laws of the State of Texas.
Section 8.06. Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
Section 8.07. Amendments. This Agreement shall not be amended except to cure any
ambiguity or formal defect or omission in this Agreement. No amendment shall be effective
unless the same shall be in writing and signed by the parties thereto. No such amendment shall
adversely affect the rights of the holders of the Refunded Obligations. Moody's Investors
Service, Standard & Poors Corporation and insurance shall be given copies of proposed
amendments prior to execution.
RODCLJ0096: PSCROWA(.it 9122/96
10
EXECUTED as of the date first written above.
ATTEST:
City Secretary
(SEAL)
ATTEST:
Title:
(SEAL)
RROCK/G096: PSCROWAGR 6!71/96
11
CITY OF ROUND ROCK, TEXAS
By
Mayor
TEXAS COMNLERECE BANK
NATIONAL ASSOCIATION
By
Vice President
INDEX TO EXHIBITS
Exhibit "A" Addresses of the Issuer and the Escrow Agent
Exhibit "B" Description of the Refunded Obligations
Exhibit "C" Schedule of Debt Service on Refunded Obligations
Exhibit "D" Description of Beginning Cash Deposit (if any) and Escrowed Securities
Exhibit "E" Escrow Fund Cash Flow
Exhibit "F" Reinvestments in Zero Coupon SLGS
Issuer
Escrow Agent
Rating Agency
Insurer
: ESCROWAGR II/22/96
EXHIBIT "A"
ADDRESSES OF THE ISSUER, ESCROW AGENT,
RATING AGENCY, AND INSURER
City of Round Rock, Texas
211 East Main Street
Round Rock, Texas 78664
Texas Commerce Bank National Association
700 Lavaca
Austin, Texas 78701
Moody's Investors Service
99 Church Street
New York, N. Y. 10007
Attention: Public Finance Rating Desk - Refunded Bonds
Standard & Poors Corporation
25 Broad Street
New York, N. Y. 10004
Attention: Public Finance Rating Desk - Refunded Bonds
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
Attention: Patrice L. James
A-1
: ESCROW AGR W22/96
EXHIBIT "B"
DESCRIPTION OF THE
REFUNDED OBLIGATIONS
General Obligation Bonds, Series 1978,
maturities 8/1/98 through 8/1/99
Certificates of Obligation Bonds, Series 1978,
maturities 8/1/98 through 8/1/99
Certificates of Obligation, Series 1987,
maturity 8/1/99
B-1
EXHIBIT "C"
SCHEDULE OF DEBT SERVICE
ON REFUNDED OBLIGATIONS
C-1
Principal Amount
EXHIBIT "D"
ESCROW DEPOSIT
I. CASH
II. STATE AND LOCAL GOVERNMENT
SERIES OBLIGATIONS
Interest Rate Maturity Date
D-1
SMOOU6096: ESCROWJ. Ertl/%
EXHIBIT "E"
ESCROW FUND CASH FLOW
To Be Provided
By Accounting Firm
E-1
RRDCK/O096: ORDINANC.AUP 0191%
EXHIBIT C
PAYING AGENT/REGISTRAR AGREEMENT
C-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT dated as of August 15, 1996 ("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 State of Texas ("Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of certificates
of obligation to be issued only in registered form, as to payment of principal and interest thereon
in an aggregate principal amount of $13,125,000 and titled General Obligation and Refunding
Bonds, Series 1996 (the "Bonds"); and
WHEREAS, the Bonds are scheduled to be delivered to the initial purchasers thereof on
or about September 24, 1996; 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 the Bonds and
with respect to the registration, transfer and exchange thereof by the registered owners thereof;
and
WIIEREAS, the Bank has agreed to serve in such capacities for and on behalf of the City
and has full power and authority to perform and serve as Paying Agent/Registrar for the Bonds;
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 Bonds.
As Paying Agent for the Bonds, the Bank shall be responsible for paying on behalf of the City the
principal, premium (if any), and interest on the Bonds as the same become due and payable to the
registered owners thereof, all in accordance with this Agreement and the "Ordinance" (hereinafter
defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar
for the Bonds, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of the Bonds and with respect to the transfer and exchange thereof as provided
herein and in the "Ordinance."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
RROCK/G096: PAYAGAGR 8/22%
Registrar for the Bonds.
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.
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 corporate trust office of the Bank as indicated herein.
The Bank will notify the City in writing of any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer.
"Holder" and "Bond Holder" each means the Person in whose name a Bond is
registered in the Bond Register.
"Issuer Request" and "Issuer Ordinance" means a written request or ordinance
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 Bonds" of any particular Bond means every previous Bond evidencing
all or a portion of the same obligation as that evidenced by such particular Bond (and, for
RROCRJG096: PAYAGAGR 1122/96
2
the purposes of this definition, any mutilated, lost, destroyed, or stolen Bond for which
a replacement Bond has been registered and delivered in lieu thereof pursuant to Section
4.06 hereof and the Ordinance).
"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 Ordinance.
"Ordinance" means the ordinance of the governing body of the City pursuant to
which the Bonds are issued, certified by the Secretary of the Board of Emergency Services
Commissioners or any other officer of the City 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.
"Bond Register" means a register maintained by the Bank on behalf of the City
providing for the registration and transfer of the Bonds.
"Stated Maturity" means the date specified in the Ordinance on which the principal
of a Bond is scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Certificates" and "Bond" 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 Bond at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Bond to the Bank at the Bank Office.
RAOCK/G096: PAYAG.AGR 6/22/96
3
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
Bond 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 Bonds (or their Predecessor Bonds) on the respective Record Date, to the address
appearing on the Bond 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 Bonds on
the dates specified in the Ordinance.
ARTICLE FOUR
REGISTRAR
Section 4.01. Bond 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 "Bond Register") for recording the names
and addresses of the Holders of the Bonds, the transfer, exchange and replacement of the Bonds
and the payment of the principal of and interest on the Bonds 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 Bonds shall be noted in the Bond Register.
Every Bond 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 Bond Dealers,
Inc., 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 Bonds.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Bonds, the exchange or transfer by the Holders thereof will
be completed and new Bonds delivered to the Holder or the assignee of the Holder in not more
than three (3) business days after the receipt of the Bonds to be cancelled 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. Bonds.
RROCK/0096: PAYAGAGR Sd22/96
4
The Issuer shall provide an adequate inventory of printed Bonds to facilitate transfers or
exchanges thereof. The Bank covenants that the inventory of printed Bonds will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining
such Bonds in safekeeping, which shall be not less than the care maintained by the Bank for debt
Bonds 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 Bond Register.
The Bank, as Registrar, will maintain the Bond Register relating to the registration,
payment, transfer and exchange of the Bonds 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 Bond
Register in any form other than those which the Bank has currently available and currently utilizes
at the time.
The Bond 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 Bond 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 Bond Register. The Issuer may also
inspect the information contained in the Bond Register at 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 Bond 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 ordinance or as otherwise required by law. Upon receipt of a court ordinance
and prior to the release or disclosure of the contents of the Bond Register, the Bank will notify
the Issuer so that the Issuer may contest the court ordinance or such release or disclosure of the
contents of the Bond Register.
Section 4.05. Return of Cancelled Bonds.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Bonds
in lieu of which or in exchange for which other Bonds have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Bonds.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance,
to deliver and issue Bonds in exchange for or in lieu of mutilated, destroyed, lost, or stolen Bonds
as long as the same does not result in an overissuance.
In case any Bond shall be mutilated, or destroyed, lost or stolen, the Bank, in its
RRGCIC/G096: PAYAGAGR 8/2296
5
discretion, may execute and deliver a replacement Bond of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed lost or
stolen Bond, only after (1) the filing by the Holder thereof with the Bank of evidence satisfactory
to the Bank of the destruction, loss or theft of such Bond, 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 Bond shall be borne by the Holder of the
Bond 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 Bonds it has paid pursuant to Section 3.01, Bonds it has
delivered upon the transfer or exchange of any Bonds pursuant to Section 4.01, and Bonds it has
delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Bonds 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 Bonds or opinions furnished to the Bank.
(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, ordinance, bond, note, bond, 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
RRDCYJGC%: PAYAG.ACR 8,22496
6
generality of the foregoing statement, the Bank need not examine the ownership of any Bonds,
but is protected in acting upon receipt of Bonds 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, ordinance, bond, note, bond, 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.
(f) 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 Bonds 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 Bond, or
any other Person for any amount due on any Bond from its own funds.
Section 5.04. May Hold Bonds.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Bonds 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 Bonds, 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 Bonds 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
Bonds 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 unless the owner of such Bonds
shall, at its own expense and risk, request such other medium of payment.
Subject to the Unclaimed Property Laws of the State of Texas, any money deposited with
the Bank for the payment of the principal, premium (if any), or interest on any Bond and
remaining unclaimed for three years after the final maturity of the Bond has become due and
payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Bond
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
RROCK/GG96: PAYAG.AGR 8/22/96
7
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 the
Bank's part, arising out of or in connection with the Bank's acceptance or administration of its
duties hereunder, including the cost and expense incurred by the Bank in defending against any
claim or from liability imposed on the Bank in connection with the Bank's 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
Issuer 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 Bonds 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 Bonds 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 Representations 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.
RRGC[/G096: PAYAG-AGR */22196
8
Section 6.02. Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
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 Ordinance 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 Ordinance, the Ordinance 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.
RROCR/Q796: PAYAG.AGR II/22/96
9
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and
interest on the Bonds 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
Bonds 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
Bonds.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Bond Register (or a copy thereof), together with other pertinent books and records
relating to the Bonds, 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.
RRGQ/G096: PAYAGAGR 6133196
10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
Attest:
Title
[BANK SEAL]
[ISSUER SEAL]
Attest:
City Secretary
RROCKA3096: PAYAGAGt 622/96
11
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By:
Title:
700 Lavaca, 5th Floor
Austin, Texas 78701
CITY OF ROUND ROCK, TEXAS
By:
Mayor
211 East Main Street
Round Rock, Texas 78664
Acceptance Fee
Annual Administration Fee
RROCLCA96: PAYAGAGR 6(8196
SCHEDULE A
Paying Agent/Registrar Fee Schedule
$ -0-
$360.00
A-1
Exhibit D
NOTICE OF DEPOSIT AND PRIOR REDEMPTION
CITY OF ROUND ROCK, TEXAS
GENERAL OBLIGATION BONDS,
SERIES 1987
NOTICE IS HEREBY GIVEN that the City of Round Rock, Texas ("City") has deposited money
and direct obligations of the United States of America in an amount sufficient to defease until the
first available redemption date the following bonds of the City (the "Bonds"):
City of Round Rock, Texas General Obligation Bonds, Series 1987, maturing on
August 1 in the years 1998 through 1999 in the aggregate principal amount of
$425,000; redemption date: August 1, 1997; redeemable at par plus accrued
interest at the designated office for payment of The Bank of New York, New
York, at the addresses set forth below, only upon presentation and surrender
thereof. The described Bonds shall become due and payable on the redemption
date specified, and the interest thereon shall cease to accrue from and after the
redemption date of August 1, 1997.
BY MAIL:
The Bank of New York
P. O. Box 3856
Houston, Texas 77253-3856
Attn: BNY Information Services
HAND DELIVERY:
The Bank of New York
1301 Fannin, Suite 2215
Houston, Texas 77002
Attn: BNY Information Services
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended,
payors making certain payments due on debt securities may be obligated to deduct and withhold
20% (31 % for taxable years beginning in and after 1993) of such payment from the remittance
to any payee who has failed to provide such payor with a valid taxpayer identification number.
To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer
identification number when surrendering the Bonds for redemption.
RROCK/0096: ORDINANC.AUT 8/19/96
D-1
CITY OF ROUND ROCK, TEXAS
NOTICE OF DEPOSIT AND PRIOR REDEMPTION
CITY OF ROUND ROCK, TEXAS
CERTIFICATES OF OBLIGATION,
SERIES 1987
NOTICE IS HEREBY GIVEN that the City of Round Rock, Texas ("City") has deposited money
and direct obligations of the United States of America in an amount sufficient to defease until the
first available redemption date the following obligations of the City (the "Certificates"):
City of Round Rock, Texas Certificates of Obligation, Series 1987, maturing on
August 1 in the years 1998 through 1999 in the aggregate principal amount of
$215,000; redemption date: August 1, 1997; redeemable at par plus accrued
interest at the designated office for payment of The Bank of New York, New
York, at the addresses set forth below, only upon presentation and surrender
thereof. The described Certificates shall become due and payable on the
redemption date specified, and the interest thereon shall cease to accrue from and
after the redemption date of August 1, 1997.
BY MAIL:
The Bank of New York
P. O. Box 3856
Houston, Texas 77253-3856
Attn: BNY Information Services
HAND DELIVERY:
The Bank of New York
1301 Fannin, Suite 2215
Houston, Texas 77002
Attn: BNY Information Services
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended,
payors making certain payments due on debt securities may be obligated to deduct and withhold
20% (31 % for taxable years beginning in and after 1993) of such payment from the remittance
to any payee who has failed to provide such payor with a valid taxpayer identification number.
To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer
identification number when surrendering the Bonds for redemption.
RROCK/0096: ORDINANCAUT 8119196
D-2
CITY OF ROUND ROCK, TEXAS
NOTICE OF DEPOSIT AND PRIOR REDEMPTION
CITY OF ROUND ROCK, TEXAS
CERTIFICATES OF OBLIGATION,
SERIES 1988
NOTICE IS HEREBY GIVEN that the City of Round Rock, Texas ("City") has deposited money
and direct obligations of the United States of America in an amount sufficient to defease until the
first available redemption date the following obligations of the City (the "Certificates"):
City of Round Rock, Texas Certificates of Obligation, Series 1988, maturing on
August 1, 1999 in the aggregate principal amount of $150,000; redemption date:
August 1, 1998; redeemable at par plus accrued interest at the designated office
for payment of Texas Commerce Bank National Association, at the addresses set
forth below, only upon presentation and surrender thereof. The described
Certificates shall become due and payable on the redemption date specified, and
the interest thereon shall cease to accrue from and after the redemption date of
August 1, 1998.
BY MAIL: HAND DELIVERY:
Texas Commerce Bank National
Association
P. O. Box 2320
Dallas, Texas 75221-2320
Attn: Registered Bond Processing
Texas Commerce Bank National
Association
1201 Main Street, 18th Floor
Dallas, Texas 75202
Attn: Registered Bond Processing
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended,
payors making certain payments due on debt securities may be obligated to deduct and withhold
20 % (31 % for taxable years beginning in and after 1993) of such payment from the remittance
to any payee who has failed to provide such payor with a valid taxpayer identification number.
To avoid the imposition of this withholding tax, such payees should submit a certified taxpayer
identification number when surrendering the Bonds for redemption.
RROCK/(X)96: ORDINANC.AUT 6/19/96
D-3
CITY OF ROUND ROCK, TEXAS
EXHIBIT E
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 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) Appendix B Excerpts from Annual Financial Report;
(2) Table 1 - Valuation, Exceptions and General Obligation Debt;
(3) Table 2 - Taxable Assessed Valuations by Category;
(4) Table 3 Valuation and General Obligation Debt History;
(5) Table 4 - Tax Rate, Levy and Collection History;
(6) Table 5 - Ten Largest Taxpayers;
(7) Table 8 - Pro -Forma General Obligation Debt Service Requirements;
(8) Table 12 General Fund Revenues and Expenditure History;
(9) Table 13 - Municipal Sales Tax History; and
(10) Information under the subheading "Financial Information - 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.
RROCK/C096: ORDINANC.AUT en9/96
E-1
Blanket Issuer Letter of Representations
[To be Completed by Issuer]
City of Round Rock, Texas
[Name of Issuer]
August 29, 1996
[Date;
Attention: Underwriting Department — Eligibility
The Depository Trust Company
55 Water Street; 50th Floor
New York, NY 10041-0099
Ladies and Gentlemen:
This letter sets forth our understanding with respect to all issues (the "Securities") that Issuer
shall request be made eligible for deposit. by The Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance
with DTC's Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply
with the requirements stated in DTC's Operational Arrangements, as they may be amended from
time to time.
Note:
Schedule A contains statements that DTC believes
accurately describe DTC, the method of effecting book -
entry transfers of securities distributed through Inc. and
certain related matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
gy.
Very truly yours,
Charles Culpepper
(Typewrite Name dc Title)
221 E. Main Street
Round Rock,
(Street Address)
TX 78664
(City)
(State) (Zip)
(512) 255-3612
(Phone Number)
2
SCHEDULE A
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK -ENTRY -ONLY ISSUANCE
(Prepared by DTC—bracketed material may be applicable only to certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the
securities (the "Securities"). The Securities will be issued as fully -registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One fully -registered Security certificate will be
issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will
be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $200
million, one certificate will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to anv remaining principal amount of such issue.]
2. DTC is a limited -purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates
the settlement among Participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book -entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers,
Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks,
and trust companies that clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Securities on DTC's records. The ownership interest of each actual
purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the
Securities are to be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests
in Securities, except in the event that use of the book -entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of
the Direct Participants to whose accounts such Securities are credited, which may or may not be the
Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less than all of the Securities within an issue are
being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with respect to Securities. Under its usual
procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Securities are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
8. Principal and interest payments on the Securities will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on payable date in accordance with their respective holdings shown on
DTC's records unless DTC has reason to believe that it will not receive payment on payable date.
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of DTC, the Agent, or the
Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the Issuer or the Agent, disbursement
of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through
its Participant, to the [Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing
the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to the
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with a
demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in
the Securities are transferred by Direct Participants on DTC's records.]
10. DTC may discontinue providing its services as securities depository with respect to the Securities
at any time by giving reasonable notice to the Issuer or the Agent. Under such circumstances, in the
event that a successor securities depository is not obtained, Security certificates are required to be
printed and delivered.
11. The Issuer may decide to discontinue use of the system of book -entry transfers through DTC (or
a successor securities depository). In that event, Security certificates will be printed and delivered.
12. The information in this section concerning DTC and DTC's book -entry system has been obtained
from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the
accuracy thereof.
SIGNATURE IDENTIFICATION AND NO -LITIGATION CERTIFICATE
1'HE STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF ROUND ROCK
We, the undersigned, hereby certify as follows:
(a) This certificate is executed and delivered with reference to that issue of City of
Round Rock, Texas General Obligation and Refunding, Series 1996, dated August 15, 1996, in
the principal amount of $13,125,000.
(b) The Bonds were officially executed and signed by causing our manual or facsimiles
of our manual signatures to be imprinted or lithographed on each of the Bonds.
(c) The Bonds are substantially in the form, and have been duly executed and signed
in the manner, prescribed in the order authorizing the issuance of the Bonds.
(d) At the time we so executed and signed the Bonds we were, and at the time of
executing this certificate we are, the duly chosen, qualified, and acting officers indicated therein,
and authorized to execute the same.
(e) No litigation of any nature has been filed or is now pending to restrain or enjoin
the issuance or delivery of any of the Bonds, or which would affect the provision made for their
payment or security, or in any manner questioning the proceedings or authority concerning the
issuance of the Bonds, and so far as we know and believe no such litigation is threatened.
(f) Neither the corporate existence nor boundaries of the City is being contested, that
no litigation has been filed or is now pending which would affect the authority of the officers of
the City to issue, execute, sign, and deliver any of the Bonds, and that no authority or proceedings
for the issuance of any of the Bonds have been repealed, revoked, or rescinded.
(g) We have caused the official seal of the City to be impressed, or printed, or
lithographed on each of the Bonds; and such seal on each of the Bonds has been duly adopted as,
and is hereby declared to be, the official seal of the City.
RROQ/G096: SIGID.OIT 9/76/96
EXECUTED AND DELIVERED this
MANUAL SIGNATURES
Execute either I or II below:
OFFICIAL TITLES
Mayor
City Secretary
I. The signatures of the officers subscribed above are hereby certified to be true and
genuine.
Bank
By:
Authorized Officer
(BANK SEAL) or (Initials of Authorized Officer if Bank has no seal on premises
II. Before me, on this day personally appeared the foregoing individuals, known to
me to be the persons whose names are subscribed to the foregoing instrument.
Given under my hand and seal of office this
Notary Public
Typed or Printed Name:
My Commission Expires:
(Notary Seal)
GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTIES OF WILLIAMSON AND TRAVIS
CITY OF ROUND ROCK
We, the undersigned officers of the City Council of said City, hereby certify as follows:
1. That this certificate is executed for and on behalf of said City with reference to the
issuance of CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION AND REFUNDING
BONDS, SERIES 1996, DATED AUGUST 15, 1996, IN THE PRINCIPAL OF $13,125,000
(the "Bonds").
2. That the City is a duly incorporated Home Rule City, operating and existing under the
Constitution and laws of the State of Texas, including its Charter which has not been amended
since the issuance of the most recent securities of the City approved by the Attorney General of
Texas; and that the provisions of Title 28, Revised Civil Statutes of Texas, 1925, as amended,
relating to cities and towns, including particularly Chapters 1 through 10 thereof, are applicable
to and have been lawfully accepted or adopted by said City.
3. That no litigation of any nature has ever been filed pertaining to, affecting or
contesting: (a) the Ordinances which authorized said City's Bonds described in paragraph 1 of
this certificate; (b) the issuance, delivery, payment, security or validity of said Bonds; (c) the
authority of the governing body and the officers of said City to issue, execute and deliver said
Bonds; (d) the validity of the corporate existence of said City; (e) the current tax rolls of said
City; and that no litigation is pending pertaining to, affecting, questioning or contesting the
current boundaries of said City.
4. That the currently outstanding tax debt of the City and the aforesaid proposed Bonds
are set forth in Exhibit A hereto.
5. That the true and correct schedule showing the annual requirements of all the
outstanding tax indebtedness of the City, together with the aforesaid proposed Bonds, is set forth
in Exhibit B hereto.
6. That the currently effective ad valorem Tax Rolls of said City are those for the year
1995, being the most recently approved Tax Rolls of said City; that the taxable property in said
City has been assessed as required by law; that the Tax Assessor of said City has duly verified the
aforesaid Tax Rolls, and said Board of Equalization has finally approved the same; and that the
assessed value of taxable property in said City upon which the annual ad valorem tax of said City
has been levied (after deducting the amount of all exemptions, if any, taken or required to be
given under the Constitution and laws of the State of Texas), according to the aforesaid Tax Rolls
RROCl/m96: cxar.car 11/27/96
for said year, as delivered to the City Secretary, and finally approved and recorded by the City
Council of said City, is $1,404,239,617.
7. That no default exists in connection with any of the covenants contained in any of the
ordinances authorizing the issuance of the Refunded Bonds (as defined in the ordinance
authorizing the Bonds).
8. That none of the Refunded Bonds have ever been held in or purchased for the
account of any of the special funds created and maintained under the ordinances authorizing their
issuance for payment or security of said Refunded Bonds.
RJB: O.Ti/96
2
SIGNED AND SEALED this
City Secretary Mayor
(SEAL)
3
EXHIBIT A
Bonds in the Process of Issuance $13,125,000
General Obligation Bonds, Series 1975 150,000
Certificates of Obligation, Series 1975 27,000
General Obligation Bonds, Series 1981-A 1,345,000
Certificates of Obligation, Series 1987 945,000
General Obligation Bonds, Series 1987 1,180,000
General Obligation Refunding Bonds, Series 1987 4,405,000
Combination Tax and Revenue Certificates of Obligation,
Series 1988 625,000
Certificates of Obligation Series 1990 555,000
Combination Tax and Revenue Certificates of Obligation,
Series 1993 2,815,000
General Obligation Refunding Bonds, Series 1993 19,710,000
Combination Tax and Revenue Certificates of Obligation,
Series 1995 7,875,000
TOTAL $52,757,000
(*) Excludes Refunded Bonds
A-1
EXHIBIT B
RRCCYJ:GEN.«TE127%
Exhibit "B"
August 29, 1996
Mr. David Kautz
Director of Finance
City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Re: City of Round Rock, Texas
General Obligation and Refunding Bonds, Series 1996
Dear Mr. Kautz:
As you know, the City of Round Rock, Texas (the "Issuer") will issue the captioned bonds in order
to provide for the acquisition and construction of the project and the refunding, in advance of their
maturities, of portions of bonds previously issued by the Issuer. As a result of that issuance, the federal
income tax laws impose certain restrictions on the investment of unexpended proceeds of the outstanding
bonds deposited to the capital projects fund and amounts deposited to the interest and sinking fund for
the captioned bonds. The purpose of this letter is to set forth, in somewhat less technical language, those
provisions of the tax law which require that obligations acquired with these amounts be invested at a
yield which is not higher than the yield on the captioned bonds. For this purpose, please refer to line
20(f) of the Form 8038-G included in the transcript of proceedings for the yield on the captioned bonds.
The Issuer has determined to use the unexpended original and investment proceeds of the
outstanding bonds deposited to the capital projects fund to complete the projects intended to be financed
with the proceeds of the outstanding bonds. As such, those proceeds are not being deposited to the
escrow for the outstanding bonds. Because those proceeds will not be expended in connection with the
refunding, however, they will be subject to yield restriction. Accordingly, prior to August 1, 1997, those
proceeds should be invested in obligations the yield on which does not exceed the yield on the Series
1987 Bonds. Thereafter, those proceeds may not be invested in obligations the yield on which exceeds
the yield on the captioned bonds.
The federal tax laws also provide that, unless excepted, amounts deposited to the interest and
sinking fund which are allocable to the captioned bonds must be invested in obligations the combined
yield on which does not exceed the yield on the bonds. Importantly, for purposes of administrative
convenience, the bonds, however, have been structured in such a way as to avoid, for the most part, this
restriction on investment yield.
First, the interest and sinking fund is made up of amounts which are received annually for the
payment of current debt service on all the Issuer's outstanding bonds. Any taxes or revenues deposited
to the interest and sinking fund which are to be used for the payment of current debt service on the
captioned bonds, or any other outstanding bonds, are not subject to yield restriction. By definition,
current debt service refers only to debt service to be paid within one year of the date of receipt of these
amounts. For the most part, this would be debt service in the current fiscal year. These amounts
deposited to the account for current debt service may be invested without regard to any constraint
imposed by the federal income tax laws.
Second, a portion of the interest and sinking fund is permitted to be invested without regard to
yield iestiiction as a "minor portion." The "minor portion" exception is available for de minimis amounts
of taxes or revenues deposited to the interest and sinking fund. The maximum amount that may be
invested as part of this account may not exceed the lesser of five percent of the principal amount of the
bonds or $100,000.
Accordingly, you should review the current balance in the interest and sinking fund in order to
determine if such balance exceeds the aggregate amounts discussed above. Additionally, in the future
it is important that you be aware of these restrictions as additional amounts are deposited to the interest
and sinking fund. The amounts in this fund which are subject to yield restriction would only be the
amounts which are in excess of the sum of (1) the current debt service account and (2) the "minor
portion" account. Moreover, to the extent that additional bonds are issued by the Issuer, whether for new
money projects or for refunding, these amounts will change in their proportion.
Obviously, this letter only presents a fundamental discussion of the yield restriction rules as
applied to amounts deposited to the interest and sinking fund. Moreover, this letter does not address the
rebate consequences with respect to the interest and sinking fund and you should review the
memorandum attached to the No -Arbitrage Certificate as Exhibit "A" for this purpose. If you have
certain concerns with respect to the matters discussed in this letter or wish to ask additional questions
with regards to certain limitations imposed, please feel free to contact our firm. Thank you for your
consideration and we look forward to our continued relationship.
Very truly yours,
McCALL, PARKHURST & HORTON L.L.P.
Exhibit "C"
CERTIFICATE OF ELECTION PURSUANT TO SECTION 148(f)(4)(C)
OF THE INTERNAL REVENUE CODE OF 1986
I, the undersigned, being the duly authorized representative of the City of Round Rock, Texas (the "Issuer")
hereby state that the Issuer elects the provisions of section 148(f)(4)(C) of the Internal Revenue Code of 1986 (the
"Code"), relating to the exception to arbitrage rebate for temporary investments, as more specifically designated
below, with respect to the Issuer's General Obligation and Refunding Bonds, Series 1996 (the "Bonds") which are
being issued on the date of delivery of the Bonds in a face amount equal to $13,125,000. The CUSIP Number for
the Bonds is stated on the Form 8038-G filed in connection with the Bonds. The Issuer intends to take action to
comply with the two-year temporary investments exception to rebate afforded construction bonds under section
148(f)(4)(C) of the Code. Capitalized terms have the same meaning as defined in the No -Arbitrage Certificate.
❑ 1. PENALTY F1.FCTION. In the event that the Issuer should fail to expend the "available construction
proceeds" of the Bonds in accordance with the provisions of section 148(f)(4)(C) of the Code, the Issuer elects, in
lieu of rebate, the penalty provisions of section 148(f)(4)(C)(vii)(I) of the Code.
D 2. RESERVE FUND FLFCTION. The Issuer elects to exclude from "available construction proceeds,"
within the meaning of section 148(f)(4)(C)(vi) of the Code, of the Bonds, earnings on the Reserve Fund in
accordance with section 148(f)(4)(C)(vi)(IV) of the Code.
❑ 3. MULTIPURPOSE ELECTION. The Issuer elects to treat that portion of the Bonds the proceeds of
which are to be used for the payment of expenditures for construction, reconstruction or rehabilitation of the Project,
as defined in the instrument authorizing the issuance of the Bonds, in an amount which is currently expected to be
equal to $ , as a separate issue in accordance with the provisions of section 148(f)(4)(C)(v)(lI) of the
Code. (Note: This election is not necessary unless less than 75 percent of the proceeds of the Bonds will be used for
construction, reconstruction or renovation.)
❑ 4. ACTUAL FACTS. For purposes of determining compliance with section 148(f)(c) of the Code (other
than qualification of the Bonds as a qualified construction issue), the Issuer elects to use actual facts rather than
reasonable expectations.
❑ 5. NO ELECTION.
The Issuer understands that the elections which are adopted as evidenced by the check in the box adjacent to the
applicable provision are irrevocable. Further, the Issuer understands that qualification of the Bonds for eligibility
for the exclusion from the rebate requirement set forth in section 148(1) of the Code is based on subsequent events
and is unaffected by the Issuer's expectations of such events as of the date of delivery of the Bonds. Accordingly,
while failure to execute this certificate and to designate the intended election does not preclude qualification, it would
preclude the Issuer from the relief afforded by such election.
DATED:
Mayor
City of Round Rock, Texas
221 East Main Street
Round Rock, Texas 78664
Employer I.D. Number: 74-6017485
CLOSING CERTIFICATE
THE STATE OF TEXAS §
COUNTIES OF WILLIAMSON AND TRAVIS §
CITY OF ROUND ROCK §
We, the undersigned officers of the City Council of said City, hereby certify as follows:
1. That this certificate is executed for and on behalf of said City with reference to the
issuance of CITY OF ROUND ROCK, TEXAS GENERAL OBLIGATION AND REFUNDING
BONDS, SERIES 1996, DATED AUGUST 15, 1996, IN THE PRINCIPAL AMOUNT OF
$13,125,000 (the "Bonds"). Terms not defined herein have the meanings set forth in the Purchase
Agreement dated August 15, 1996 between the City and the underwriters listed therein.
2. That (i) the representations and warranties of the City contained in the Purchase
Agreement are true and correct in all material respects on and as of the date of Closing as if made
on the date of Closing; (ii) except to the extent disclosed in the Official Statement, no litigation
is pending or, to our knowledge, threatened in any court to restrain or enjoin the issuance or
delivery of the Bonds or the levy, collection or application of the ad valorem taxes pledged or to
be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, to the payment
of the principal and interest on the Bonds, or in any way contesting or affecting the validity of the
Bonds, the Ordinance, or the Purchase Agreement, or contesting the powers of the Issuer or
contesting the authorization of the Bonds or the Ordinances, or contesting in any way the
accuracy, completeness or fairness of the Official Statement; (iii) no event affecting the City has
occurred since the date of the Official Statement which should be disclosed in the Official
Statement for the purpose for which it is to be used or which it is necessary to disclose therein in
order to make the statements and information therein not misleading in any material respect; and
(iv) the descriptions and statements of or pertaining to the City contained in the Official
Statement, on the date of sale of the Bonds and on the date of the delivery of the Bonds, were and
are true and correct in all material respects; (v) insofar as the City and its affairs, including its
financial affairs, are concerned, such Official Statement did not and does not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; (vi) insofar as the descriptions and statements including financial data, of
or pertaining to entities, other than the City, and their activities contained in the Official Statement
are concerned, such statements and data have been obtained from sources which the City believes
to be reliable and the City has no reason to believe that they are untrue in any material respect;
and (vii) there has not been any material and adverse change in the affairs or financial condition
of the City since September 30, 1995, the latest date as to which audited financial information is
avai lable.
SIGNED AND SEALED
City Secretary Mayor
(SEAL)
City Manager
August 29, 1996
The Comptroller of Public Accounts
Public Finance Division
Capitol Station
Austin, Texas 78774
Re: $13,125,000 City of Round Rock, Texas General Obligation and
Refunding Bonds, Series 1996
Dear Sir:
The approved Bonds of the captioned Series will be delivered to you by the Attorney
General of Texas. You are hereby requested to register the Bonds as required by law and by the
proceedings authorizing the Bonds. At such time as you have registered such Bonds, and the
Comptroller's Registration Certificate is duly signed and sealed, this will be your authority to
deliver the Bonds to McCall, Parkhurst & Horton L.L.P., Austin, Texas, together with four
copies of the Attorney General's opinion and the Comptroller's Signature Certificate.
Sincerely yours,
CITY 0 ROUND ROCK, TEXAS
Mayor
August 29, 1996
Public Finance Division
Office of the Attorney General
300 West 15th Street, 10th Floor
Austin, Texas 78701
Re: $13,125,000 City of Round Rock, Texas General Obligation and Refunding
Bonds, Series 1996
Ladies and Gentlemen:
The captioned Bonds are being sent to your office, and it is requested that you examine and
approve the Bonds in accordance with law. After such approval, please deliver the Bonds to the
Comptroller of Public Accounts for registration.
Enclosed herewith is a signed but undated copy of the Signature Identification and No -
Litigation Certificate for the Bonds. You are hereby authorized and directed to date the
Certificate concurrently with the date of approval of the Bonds. If any litigation or contest should
develop pertaining to the Bonds or any other matters covered by the Certificate, the undersigned
will notify you thereof immediately by telephone. With this assurance you can rely on the
absence of any such litigation or contest, and on the veracity and currency of the Certificate, at
the time you approve the Bonds, unless you are notified otherwise as aforesaid.
Sincerely yours,
CITY OF ROUND ROCK, TEXAS
By:
RROCK/G096: AG.L7R 8/28/96
NO -ARBITRAGE CERTIFICATE
1. In General.
1.1. The undersigned is the Mayor of the City of Round Rock, Texas (the "Issuer").
1.2. This Certificate is executed for the purpose of establishing the reasonable expectations of
the Issuer as to future events regarding the Issuer's General Obligation and Refunding Bonds, Series
1996 (the "Bonds"). The Bonds are being issued pursuant to an ordinance of the Issuer (the
"Ordinance") adopted on the date of sale of the Bonds. The Ordinance is incorporated herein by
reference.
1.3. To the best of the undersigned's knowledge, information and belief, the expectations
contained in this Certificate are reasonable.
1.4. The undersigned is an officer of the Issuer delegated with the responsibility, among others,
of issuing and delivering the Bonds.
1.5. The undersigned is not aware of any facts or circumstances that would cause him to
question the accuracy of the representations made by Legg Mason Wood Walker, Inc. (the
"Underwriter") in Section 4.2 and by First Southwest Company (the "Financial Advisor") in Sections
2.2 and 4.3 of this Certificate.
2. The Purpose of the Bonds.
2.1. The purpose for the issuance of the Bonds, as more fully described in the Ordinance, is (a)
to establish an Escrow Fund (the "Escrow Fund") pursuant to an Escrow Agreement (the "Escrow
Agreement") between the Issuer and an escrow agent to refund (the "Refunding Portion") the outstanding
obligations of the Issuer as listed in Exhibit "B" to the Escrow Agreement (the "Outstanding Bonds"),
(b) to provide for certain new money projects (the "New Money Portion") to wit: the purchase of new
fire and police equipment, construction of a new public library and expansion and improvement of the
Issuer parks and streets (the "Project") and (c) to pay the related expenses of issuing the Bonds. The
Escrow Agreement is included in the transcript for the Bonds and incorporated herein by reference.
2.2. The Issuer will not realize a present value debt service savings (determined without regard
to administrative expenses) in connection with the issuance of the Refunding Portion of the Bonds and
the refunding of the Outstanding Bonds. The Outstanding Bonds are being refunded in order to limit
the impact of tax rate changes resulting from the issuance of the New Money Portion of the Bonds for
the Project.
2.3. The Bonds are the first advance refunding of the obligations originally issued by the Issuer
after December 31, 1985.
3. Source and Disbursement of Funds.
3.1. The source and disbursement of the proceeds of the Bonds is shown in the report (the
"Report") prepared by Grant Thornton LLP, certified public accountants (the "Accountants"), which is
included in the transcript for the Bonds and is incorporated herein by reference. The Report shows that
a portion of the proceeds of the Bonds will be applied to acquire United States Treasury Obligations --
State and Local Government Series (the "Acquired Obligations") to be deposited in the Escrow Fund.
3.2. The principal of and interest on the Acquired Obligations and the beginning cash balance
will not exceed the amount required to pay the principal of and interest on the Outstanding Bonds. The
beginning cash balance will not be invested and the maturing principal of and interest on the Acquired
Obligations will not be reinvested. Accordingly, after taking into account proceeds used to pay allocable
costs of issuance and accrued interest, the Issuer expects that "excess gross proceeds" within the meaning
of section 1.148-10(c) of the Treasury Regulations will not exceed one percent of the original proceeds
of the Refunding Portion of the Bonds.
4. Yields.
4.1. The Financial Advisor has prepared certain schedules (the "Schedules") relating to the
Bonds, the refunding of the Outstanding Bonds, the yield of the Bonds and the yield of the Acquired
Obligations. The Accountants have verified these Schedules. The Accountants' opinion states that the
yield on the Bonds and the Acquired Obligations has been computed by determining the yield which
when used in computing the present worth of all payments of principal and interest to be paid on the
Bonds or the Acquired Obligations produces an amount equal to their purchase price. In the case of the
Bonds, the term "purchase price" means the initial offering price of the Bonds to the public plus accrued
interest and less the premium paid for bond insurance. In the case of the Acquired Obligations, the term
"purchase price" means their cost. The Schedules show that the yield on the Acquired Obligations is less
than the yield on the Bonds.
4.2. All of the Bonds have been the subject of a bona fide initial offering to the public
(excluding bond houses, brokers, or similar persons or organizations acting in the capacity of
underwriters or wholesalers) at prices no higher or at yields no lower than that shown on the cover of the
Official Statement. At least 10 percent of the principal amount of each maturity of the Bonds were sold
to the public (excluding such bond houses, brokers or similar persons or organizations acting in the
capacity of underwriters or wholesalers) at an initial offering price or yield not greater than the price or
not lower than the yield shown on the cover of the Official Statement for such maturity. The Official
Statement is included in the transcript for the Bonds and is incorporated herein by reference.
4.3. The premium paid for bond insurance is solely for the transfer of credit risk for the payment
of debt service on the Bonds. The Financial Advisor has represented that the present value of the
premium paid for bond insurance for each obligation constituting the Bonds to which such premium is
properly allocated and which are insured thereby is less than the present value of the interest reasonably
expected to be saved as a result of the insurance on each obligation constituting the Bonds. The
premium has been paid to a person which is not a user or related to the user of any proceeds of the
Bonds. In determining present value for this purpose, the yield of the Bonds (determined with regard
to the payment of the guarantee fee) has been used as the discount rate.
5. Transferred Proceeds.
5.1. As of the date of this Certificate, all of the amounts received from the sale of the
Outstanding Bonds have been expended, other than the Issuer's General Obligation Bonds, Series 1987
(the "Series 1987 Bonds").
5.2. As of the date of this Certificate, certain amounts which were received from the sale of the
Series 1987 Bonds have not been expended. The Issuer has determined that such amounts are necessary
2
to complete the projects intended to be financed with the proceeds of the Series 1987 Bonds. Subsequent
to the date of delivery, such amounts will be invested at a yield which does not exceed, prior to any date
on which principal on the Series 1987 Bonds is discharged, the yield on the Series 1987 Bonds, and
subsequent to such date, the yield on the Bonds.
6. Interest and Sinking Fund.
6.1. A separate and special Interest and Sinking Fund has been created and established solely
to pay the principal of and interest on the Bonds, with a portion of the Interest and Sinking Fund
constituting a bona fide debt service fund for the Bonds, and money deposited into the Interest and
Sinking Fund for the Bonds will not be invested at a yield higher than the yield on the Bonds, except
during the thirteen month period beginning on the date of each such deposit of money, and the amounts
received from the investment of money in the Interest and Sinking Fund will not be invested at a yield
higher than the yield on the Bonds, except during the one year period beginning on the date of receipt
of such amounts; provided, however, and except that, if any money so deposited, and any amounts
received from the investment thereof, are accumulated in the Interest and Sinking Fund and remain on
hand in the Interest and Sinking Fund after thirteen months from the date of deposit of any such money
or one year after the receipt of any such amounts from the investment thereof, such money and amounts,
to the extent of an aggregate not exceeding the lesser of five percent of the proceeds of the Bonds or
$100,000 will not be subject to investment yield restrictions, and shall constitute a separate portion of
the Interest and Sinking Fund.
6.2. It is expected that a portion of the Interest and Sinking Fund will be used primarily to
achieve a proper matching of revenues collected for the Bonds and debt service on the Bonds within each
bond year, and it is expected that such portion of the Interest and Sinking Fund will be depleted once a
year on a first -in - first -out basis, except for a possible carryover amount which will not exceed the
greater of one year's earnings on such fund or 1/12 of annual debt service payable from such fund, but
any money and amounts which may be accumulated in the Interest and Sinking Fund, to constitute a debt
service reserve fund for the Bonds as described in Section 6.1, above, shall constitute a separate portion
of the Interest and Sinking Fund, and will not be depleted annually, and will not be subject to yield
restrictions; provided that in no event will such debt service reserve fund portion of the Interest and
Sinking Fund ever exceed the lesser of five percent of the proceeds of the Bonds or $100,000.
7. Temporary Period and Hedge Bond.
7.1. The Issuer will incur, within six months after the date of issue of the Bonds, a binding
obligation to commence the Project, either by entering into contracts for the construction of the Project
or by entering into contracts for architectural or engineering services for such Project, or contracts for
the development, purchase of construction materials, or purchase of equipment, for the Project, with the
amount to be paid under such contracts to be in excess of five percent of the proceeds which are
estimated to be used for the cost of the Project.
7.2. After entering into binding obligations, work on such Project will proceed promptly with
due diligence to completion.
7.3. All original proceeds derived from the sale of the New Money Portion of the Bonds to be
applied to the Project and all investment earnings thereon (other than any amounts required to be rebated
to the United States pursuant to section 148(0 of the Internal Revenue Code of 1986 (the "Code")) will
be expended for the Project no later than a date which is three years after the date of issue of the Bonds.
3
7.4. The Issuer will not invest the proceeds in any guaranteed investment contract or other
nonpurpose investment with a substantially guaranteed yield for a period equal to or greater than four
years.
8. Invested Sinking Fund Proceeds, Replacement Proceeds.
8.1. The Issuer has, in addition to the moneys received from the sale of the Bonds, certain other
moneys that are invested in various funds which are pledged for various purposes. These other funds
are not available to accomplish the purposes described in Section 2.
8.2. Other than the Interest and Sinking Fund, there are, and will be, no other funds or accounts
established, or to be established, by or on behalf of the Issuer (a) which are reasonably expected to be
used, or to generate earnings to be used, to pay debt service on the Bonds, or (b) which are reserved or
pledged as collateral for payment of debt service on the Bonds and for which there is reasonable
assurance that amounts therein will be available to pay such debt service if the Issuer encounters
financial difficulties. Accordingly, there are no other amounts constituting "gross proceeds" of the
Bonds, within the meaning of section 148 of the Code.
9. Other Obligations.
There are no other obligations of the Issuer which (a) are sold (or, in the case of variable rate
obligations, delivered) at substantially the same time as the Bonds, i.e., within 15 days of the date of sale
(or, in the case of variable rate obligations, delivery) of the Bonds, (b) are sold pursuant to a common
plan of financing with the Bonds, and (c) will be payable from the same source of funds as the Bonds.
10. Rebate to United States.
The Issuer has covenanted in the Ordinance that it will comply with the requirements of the Code,
including section 148(0 of the Code, relating to the required rebate to the United States. Specifically,
the Issuer will take steps to ensure that all earnings on gross proceeds of the Bonds in excess of the yield
on the Bonds required to be rebated to the United States will be timely paid to the United States. The
Issuer acknowledges receipt of the memorandum attached hereto as Exhibit "A" which discusses
regulations promulgated pursuant to section 148(0 of the Code. This memorandum does not constitute
an opinion of Bond Counsel as to the proper federal tax or accounting treatment of any specific
transaction.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
4
DATED:
CITY OF ROUND ROCK, TEXAS
By:
Mayor
The undersigned represents that, to the best of the undersigned's knowledge, information and
belief, the representations contained in Section 4.2 of this No -Arbitrage Certificate are accurate.
LEGG MASON WOOD WALKER, INC.
By:
The undersigned represents that, to the best of the undersigned's knowledge, information and
belief, the representations contained in Sections 2.2 and 4.3 of this No -Arbitrage Certificate are accurate.
FIRST SOUTHWEST COMPANY
By:
DATE: August 27, 1996
SUBJECT: City Council Meeting - August 29, 1996
ITEM: 3.A. Consider an "Ordinance Authorizing the Issuance of City of
Round Rock, Texas General Obligation and Refunding Bonds,
Series 1996; Levying an Ad Valorem Tax in Support of the
Bonds; Approving an Official Statement; Authorizing the
Execution of a Purchase Agreement, a Paying Agent/Registrar
Agreement and a Letter of Representations, and an Escrow
Agreement; Making Certain Continuing Disclosure Covenants
Under Rule 15c2-12; Calling Certain Obligations for Redemption
and Ordaining Other Matters Relating to the Issuance of the
Bonds." (First Reading)