G-95-07-27-10P - 7/27/1995ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF ROUND ROCK, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES
1995; APPROVING AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION
OF AN ESCROW AGREEMENT; A PAYING AGENT/REGISTRAR AGREEMENT
AND A LETTER OF REPRESENTATIONS WITH THE DEPOSITORY TRUST
COMPANY; MAKING CERTAIN CONTINUING DISCLOSURE COVENANTS
PURSUANT TO RULE 15C2-12 AND ORDAINING OTHER MATTERS RELATING
TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF ROUND ROCK §
WHEREAS, the City of Round Rock, Texas (the "City") has duly issued and there is now
outstanding, pursuant to Articles 1111 through 1118 and Article 717k Vernon's Annotated Texas
Civil Statutes, as amended, the following series or issue of bonds which are secured solely by a
first lien on and pledge of the Net Revenues of the City's Waterworks and Sewer System:
City of Round Rock, Texas Waterworks and Sewer System Refunding Revenue
Bonds, Series 1985, dated November 1, 1985, maturing February 1 in each of the
years 1996 through 1997, in the aggregate principal amount of $1,345,000 (the
"Series 1985 Bonds"); and
City of Round Rock, Texas Waterworks and Sewer System Revenue Bonds, Series
1986, dated April 1, 1986, maturing February 1 in each of the years 1996 through
2005, in the aggregate principal amount of $5,425,000 (the "Series 1986 Bonds");
and
City of Round Rock, Texas Waterworks and Sewer System Revenue Bonds, Series
1987, dated February 1, 1987, maturing August 1 in each of the years 1995
through 2006, in the aggregate principal amount of $2,305,000 (the "Series 1987
Bonds"); and
City of Round Rock, Texas Waterworks and Sewer System Revenue Refunding
Bonds, Series 1992, dated January 1, 1992, maturing February 1 in each of the
years 1996 through 2004, in the aggregate principal amount of $3,790,000 (the
"Series 1992 Bonds"); and
WHEREAS, the City now desires to refund the following: (i) the 1997 maturity of the
Series 1985 Bonds in the aggregate principal amount of $480,000, (ii) the 1997 through 2005
maturities of the Series 1986 Bonds in the aggregate principal amount of $5,050,000 and (iii) the
1998 through 2004 maturities of the Series 1987 Bonds in the aggregate principal amount of
$1,375,000 (collectively the "Refunded Bonds"); and
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WHEREAS, the City Council of the City deems it advisable to refund the Refunded Bonds
in order to achieve a present value savings of approximately $ ; and
WHEREAS, 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 (paying agent) for the Refunded Bonds, 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 Bonds; and
WHEREAS, Article 717k further authorizes the City to enter into an escrow agreement
with the paying agent for the Refunded Bonds 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 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 Bonds; and
WHEREAS, Texas Commerce Bank National Association (successor to Ameritrust as
successor to M Trust Corporation as successor to MBank Austin) serves as the paying
agent/registrar for the Series 1985 Bonds and Bank of New York, New York (successor to Frost
National Bank as successor to First City National Bank) serves as the paying agent/registrar for
the Series 1986 Bonds and Series 1987 Bonds, and the Escrow Agreement hereinafter authorized,
constitutes an agreement of the kind authorized and permitted by said Article 717k; and
WHEREAS, all the Refunded Bonds mature or are subject to redemption prior to maturity
within 20 years of the date of the bonds hereinafter authorized.
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 "City of Round Rock, Texas Waterworks and Sewer System
Revenue Refunding Bonds, Series 1995" (the "Bonds") are hereby authorized to be issued and
delivered in the aggregate principal amount of $ for the purposes of refunding the
Refunded Bonds and paying 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 WATERWORKS AND SEWER SYSTEM REVENUE
REFUNDING BOND, SERIES 1995", and initially there shall be issued, sold, and delivered
hereunder fully registered bonds, without interest coupons, dated July 15, 1995, in the respective
denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward
(except the initial Bonds delivered to the Attorney General of the State of Texas which shall be
numbered T-1 upward), payable to the respective initial Registered Owners thereof (as designated
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in Section 29 hereof), or to the registered assignee or assignees of said bonds or any portion or
portions thereof (in each case, the "Registered Owner"), and said bonds shall mature and be
payable serially on February 1 in each of the years and in the principal amounts, respectively, as
set forth in the following schedules:
YEAR AMOUNT YEAR
1996 $ 2001
1997 2002
1998 2003
1999 2004
2000 2005
The Bonds are not subject to redemption prior to maturity.
AMOUNT
Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest calculated on the basis of a 360 -day year composed of twelve
30 -day months from the date of the Bonds, specified in the FORM OF BOND set forth in this
Ordinance, to their respective dates of maturity at the following rates per annum:
YEAR
1996
1997
1998
1999
2000
RATE
YEAR
2001
2002
2003
2004
2005
RATE
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 The Bank of
New York, New York, (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 pro-
vided. 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
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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 Paying Agent/Registrar shall
make a copy of the Registration Books available within the State of Texas. The City shall have
the right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges
for making such registration, transfer, conversion, exchange and delivery of a substitute 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 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) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said
Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so ex-
ecuted. 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 said Bonds shall be printed or typed on paper of customary
weight and strength. Pursuant to Article 717k-6, Vernon's Annotated Texas Civil Statutes, as
amended, and particularly Section 6 thereof, the duty of conversion and exchange of Bonds as
aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said
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
at its designated payment and transfer office in , 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 estab-
lished by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the City. Notice of the past due interest shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each Registered Owner appearing on the Registration Books at the close of business
on the last business day next preceding the date of mailing of such notice.
(c) In General. The 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
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Owners thereof, (ii) may be converted and exchanged for other Bonds, (iii) may be transferred
and assigned, (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
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
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5
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
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 Bonds, the City shall
either (i) appoint a successor securities depository, qualified to act as such under Section 17(a)
of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of
the appointment of such successor securities depository and transfer one or more separate Bonds
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to
being registered in the 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 Bonds 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 attached hereto.
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(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 29 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 29. 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
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 BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached 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.
NO. R -
INTEREST
RATE
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF ROUND ROCK, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE
REFUNDING BONDS
SERIES 1995
DATE OF
BONDS
July 15, 1995
REGISTERED OWNER:
MATURITY
DATE
PRINCIPAL
AMOUNT
$
CUSIP NO.
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK, in
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Williamson County, Texas (the "City"), being a political subdivision of the State of Texas, hereby
promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called
the "Registered Owner") the principal amount set forth above, and to pay interest thereon from
the Date of the Bonds set forth above, on February 1, 1996 and semiannually on each August 1
and February 1 thereafter to the maturity date specified above at the interest rate per annum
specified above; except that if this Bond is required to be authenticated and the date of its authenti-
cation is later than the first Record Date (hereinafter defined), such principal amount shall bear
interest from the interest payment date next preceding the date of authentication, unless such date
of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged 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 at The Bank of New York, New York, which is the "Paying Agent/Registrar" for this
Bond at their office in Houston, 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 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. Notwithstanding the foregoing, during any period in which ownership of
the Bonds is determined only by a book entry at a securities depository for the Bonds, payments
made to the securities depository, or its nominee, shall be made in accordance with arrangements
between the City and the securities depository.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior
to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Bond for redemption and payment at the Designated Payment/Transfer Office
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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.
THIS BOND is one of a Series of Bonds dated July 15, 1995, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $ , for
the purpose of refunding a portion of the City's outstanding Waterworks and Sewer System
Revenue Bonds and paying the costs of issuance in connection with the Bonds.
THE BONDS are not subject to optional redemption prior to their stated maturities.
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 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 instru-
ments 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 en-
dorsed 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 govern-
mental 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, conver-
sion, or exchange during the period commencing with the close of business on any Record Date
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9
and ending with the opening of business on the next following principal or interest payment date.
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 this Bond
is a special obligation and this Bond, together with other Outstanding Bonds of the City, are
secured by and payable from a first lien on and pledge of the Pledged Revenues, as defined in the
Ordinance authorizing this series of Bonds and which include the Net Revenues of the City's
combined Waterworks and Sewer System.
THE CITY has reserved the right, subject to the restrictions stated in the Bond Ordinance,
to issue additional parity revenue bonds which also may be made payable from and secured by a
lien on and pledge of the Net Revenues of the City's Utility System in the same manner and to
the same extent as this series of Bonds.
THE OWNER HEREOF shall never have the right to demand payment of this Bond out
of any funds raised or to be revised by taxation.
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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 of said City, and has caused the official seal of the City to be duly
impressed, or placed in facsimile, on this Bond.
MVYLL' /a/)/? -d -
C, y Secretary Mayor
(SEAL)
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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 The Bank of New York, New York
Paying Agent/Registrar
RROQVCrTY/W WSS: ORDER.DR1 7-21-95
12
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer 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.
RROCIC/CITYIWWSS: ORDER.DRI 7-21-95
13
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. DEFINITIONS. That as used in this Ordinance the following terms shall have
the meanings set forth below, unless the text hereof specifically indicates otherwise:
(a) The term "Additional Bonds" shall mean the additional parity revenue bonds which
the City reserves the right to issue in the future in accordance with Sections 21 and Section 22 of
this Ordinance.
(b) The term "Bonds" shall mean the City of Round Rock, Texas Waterworks and
Sewer System Revenue Refunding Bonds, Series 1995 authorized by this Ordinance and includes
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.
(c) The term "City Council" or "Council" shall mean the governing body of the City.
(d) The term "Government Obligations" shall mean direct obligations of the United
States of America, including obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America, which may be United States Treasury obligations
such as its State and Local Government Series, and which may be in book -entry form.
(e) The terms "Gross Revenues of the System" and "Gross Revenues" shall mean all
revenues and income of every nature derived or received by the City from the operation and
ownership of the System, including the interest income from the investment or deposit of money
in any Fund created by this Ordinance.
RROQUCITY/W WSS: ORDER.DRI 7-21-95
14
(f) The term "City" shall mean the City of Round Rock, in Williamson County, Texas.
(g) The terms "Net Revenues of the System", and "Net Revenues" shall mean all Gross
Revenues after deducting therefrom an amount equal to the current expenses of operation and
maintenance of the System, including all salaries, labor, materials, repairs, and extensions
necessary to render efficient service, provided, however, that only such repairs and extensions,
as in the judgment of the City Council, reasonably and fairly exercised by the adoption of
appropriate resolutions, are necessary to keep the System in operation and render adequate service
to said City and the inhabitants thereof, or such as might be necessary to meet some physical
accident or condition which would otherwise impair the Bonds or Additional Bonds, shall be
deducted in determining "Net Revenues." Payments required to be made by the City for water
supply or water facilities, sewer services or sewer facilities or fuel supply, which payments under
law constitute operation and maintenance expenses of any part of the System, shall constitute and
be regarded as expenses of operation and maintenance of the System under this Ordinance.
Depreciation and amortization shall not constitute or be regarded as expenses of operation and
maintenance of the System.
(h) The term "Outstanding Bonds" shall mean collectively the presently outstanding
Waterworks and Sewer System and Utility System Revenue Bonds of the City described in the
preamble of this Ordinance.
(i) The term "Pledged Revenues" shall mean (1) the Net Revenues, plus (2) resources
which are expected to be available to the City on a regular periodic basis, including, without
limitation, any grants, donations, or income received or to be received from the United States
Government, or any other public or private source, whether pursuant to an agreement or
otherwise, which in the future may, at the option of the City, be pledged to the payment of the
Bonds or Additional Bonds.
(j) The term "System" shall mean (1) the City's entire existing waterworks and sewer
system, together with all future extensions, improvements, enlargements, and additions thereto,
and all replacements thereof, and (2) any other related facilities, all or any part of the revenues
or income from which do, in the future, at the option of the City, and in accordance with law,
become "Pledged Revenues" as hereinafter defined; provided that, notwithstanding the foregoing,
and to the extent now or hereafter authorized or permitted by law, the term System shall not mean
any water, sewer, or other facilities of any kind which are declared not to be a part of the System,
and which are acquired or constructed by the City with the proceeds from the issuance of "Special
Facilities Bonds", which are hereby defined as being special revenue obligations of the City which
are not payable from or secured by any Pledged Revenues, but which are secured by and payable
from liens on and pledges of any other revenues, sources, or payments, including, but not limited
to, special contract revenues or payments received from any other legal entity in connection with
such facilities; and such revenues, sources, or payments shall not be considered as or constitute
Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or
ordinances authorizing the issuance of such "Special Facilities Bonds."
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(k) The term "year" or "fiscal year" shall mean the fiscal year used by the City in
connection with the operation of the System.
Section 7. CUMULATIVE EFFECT OF BOND ORDINANCE. The Bonds are
Additional Bonds issued pursuant to the terms and conditions as stated in the ordinances
authorizing the issuance of the Outstanding Bonds and the following sections of this Bond
Ordinance substantially restate and are supplemental to and cumulative of the like sections in the
ordinances that authorized the Outstanding Bonds so that Sections 8 through 23 of the Bond
Ordinance will be applicable to all of the Bonds, the Outstanding Bonds, and any Additional
Bonds and that the payment of the interest thereon, together with other revenue bonds of the City,
are secured by and payable from an irrevocable first lien on and pledge of the Pledged Revenues
all as more specifically described in the Bond Ordinance.
Section 8. PLEDGE. The Bonds, the Outstanding Bonds, and any Additional Bonds, and
the interest thereon, are and shall be secured by and payable from a first lien on and pledge of the
Pledged Revenues, and the Pledged Revenues are further pledged to the establishment and
maintenance of the funds created by this Ordinance, and any funds created by any ordinance
authorizing the issuance of any Additional Bonds. The Bonds, the Outstanding Bonds, and any
Additional Bonds are not and will not be secured by or payable from a mortgage or deed of trust
on any real, personal, or mixed properties constituting the System.
Section 9. RATES. The City covenants and agrees with the holders of the Bonds, the
Outstanding Bonds, and any Additional Bonds as follows:
(a) That it will at all times fix, maintain, charge, and collect for services rendered by
the System, rates and charges which will produce Gross Revenues, together with any other
Pledged Revenues, at least sufficient to pay all expenses of operation and maintenance of the
System and to provide an additional amount of Net Revenues to pay promptly all of the principal
of and interest on the Bonds, the Outstanding Bonds, and any Additional Bonds and to make all
deposits now or hereafter required to be made into the funds created by this Ordinance in
connection with the Bonds, the Outstanding Bonds, and any Additional Bonds with such Net
Revenues being at least equal to 1.25 times the principal and interest requirements on the Bonds,
the Outstanding Bonds, and any Additional Bonds.
(b) If the System should become legally liable for any other obligations or
indebtedness, the City shall fix, maintain, charge and collect additional rates and charges for
services rendered by the System sufficient to establish and maintain funds for the payment thereof.
Section 10. SYSTEM FUND. There is hereby created and there shall be established and
maintained on the books of the City, and accounted for separate and apart from all other funds
of the City, a special fund to be entitled the "City of Round Rock Waterworks and Sewer System
Fund" (the "System Fund"). All Gross Revenues shall be credited to the System Fund
immediately upon receipt, unless otherwise provided in this Ordinance. All current expenses of
operation and maintenance of the System shall be paid from such Gross Revenues credited to the
RROCK/CI YIWNESS: ORDER.DRI 7-21-95
16
System Fund as a first charge against same. Before making any deposits hereinafter required to
be made from the System Fund, the City shall retain in the System Fund at all times an amount
at least equal to one-sixth of the amount budgeted for the then current fiscal year for the current
operation and maintenance expenses of the System.
Section 11. INTEREST AND SINKING FUND. For the sole purpose of paying the
principal of and interest on the Bonds, Outstanding Bonds, and any Additional Bonds, the creation
of the "City of Round Rock Waterworks and Sewer System Revenue Bonds Interest and Sinking
Fund" (the "Interest and Sinking Fund") is hereby confirmed which fund shall be established and
maintained on the books of the City, and accounted for separate and apart from all other funds
of the City.
Section 12. RESERVE FUND. The creation of a separate fund to be entitled the "City
of Round Rock Waterworks and Sewer System Bonds and Additional Bonds Reserve Fund" (the
"Reserve Fund") is hereby confirmed which fund shall be established and maintained at the City's
depository bank. The Reserve Fund shall be used to pay the principal of and interest on the
Bonds, the Outstanding Bonds or Additional Bonds when and to the extent the amounts in the
Interest and Sinking Fund available for such payment are insufficient for such purpose, and may
be used for the purpose of finally retiring the last of any Bonds, Outstanding Bonds or Additional
Bonds.
Section 13. DEPOSITS OF PLEDGED REVENUES. Pledged Revenues shall be
credited to or deposited in the Interest and Sinking Fund, the Reserve Fund and other funds when
and as required by this Ordinance and any ordinance authorizing the issuance of Additional Bonds.
Section 14. INVESTMENTS. Money in any fund established pursuant to this Ordinance
or any ordinance authorizing the issuance of Additional Bonds, may, at the option of the City, be
placed in time deposits or certificates of deposit secured by obligations of the type hereinafter
described, or be invested in Government Obligations (as defined in Section 6 hereof) or
obligations guaranteed or insured by the United States of America, which, in the opinion of the
Attorney General of the United States, are backed by its full faith and credit or represent its
general obligations, or invested in obligations of instrumentalities of the United States of America,
including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such
governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for
Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, United
States Postal Service, Farmers Home Administration, Federal Home Loan Mortgage Association,
Small Business Administration, Federal Housing Association, or Participation Certificates in the
Federal Assets Financing Trust; provided that all such deposits and investments shall be made in
such manner as will, in the opinion of the City, permit the money required to be expended from
any Fund to be available at the proper time or times as expected to be needed. Such investments
(except United States Treasury Obligations --State and Local Government Series investments held
in book entry form, which shall at all times be valued at cost) shall be valued in terms of current
market value as of the last day of each fiscal year. Unless otherwise set forth herein, all interest
and income derived from such deposits and investments immediately shall be credited to, and any
RROCK/C1TY/W WSS: ORDER.DR1 7-21-95
17
losses debited to, the fund from which the deposit or investment was made, and surpluses in any
fund shall or may be disposed of as hereinafter provided. Such investments shall be sold promptly
when necessary to prevent any default in connection with the Bonds or Additional Bonds
consistent with the ordinances, respectively, authorizing their issuance.
Section 15. FUNDS SECURED. Money in all funds created by this Ordinance, to the
extent not invested, shall be secured in the manner prescribed by law.
Section 16. PRIORITY OF DEPOSITS AND PAYMENTS FROM SYSTEM FUND.
The City shall make the deposits and payments from Pledged Revenues in the System Fund when
and as required by this Ordinance and any ordinance authorizing any Additional Bonds, and such
deposits shall be made in the following manner and with the following irrevocable priorities,
respectively:
First, to the Interest and Sinking Fund, when and in the amounts required by this
Ordinance and any ordinance authorizing any Additional Bonds; and
Second, to the Reserve Fund, when and in the amounts required by this Ordinance
and any ordinance authorizing any Additional Bonds.
Section 17. INTEREST AND SINKING FUND REQUIREMENTS. (a) Promptly after
the delivery of the Bonds the City shall cause to be deposited to the credit of the Interest and
Sinking Fund any accrued interest received from the sale and delivery of the Bonds, and any such
deposit shall be used to pay part of the interest next coming due on the Bonds.
(b) The City shall transfer from the Pledged Revenues and deposit to the credit of the
Interest and Sinking Fund the amounts, at the times, as follows:
(1) such amounts, deposited in approximately equal monthly installments on or
before the 25th day of each month hereafter, commencing with the month during which
the Bonds are delivered, or the month thereafter if delivery is made after the 25th day
thereof, as will be sufficient, together with other amounts, if any, then on hand in the
Interest and Sinking Fund and available for such purpose, to pay interest scheduled to
accrue and come due on the Bonds, Outstanding Bonds, and any Additional Bonds on the
next succeeding interest payment date; and
(2) such amounts, deposited in approximately equal monthly installments on or
before the 25th day of each month hereafter, commencing with the month during which
the Bonds are delivered, or the month thereafter if delivery is made after the 25th day
thereof, as will be sufficient, together with other amounts, if any, then on hand in the
Interest and Sinking Fund and available for such purpose, to pay principal scheduled to
mature and come due on the Bonds, Outstanding Bonds, and any Additional Bonds on the
next succeeding principal payment date.
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18
Section 18. RESERVE FUND REQUIREMENTS. Promptly upon the delivery of the
Bonds the City shall cause to be deposited $ in the Reserve Fund from funds on hand
and lawfully available for such purpose, and $ shall be deposited on the 25th day of each
month hereafter, commencing until the Fund shall contain $ . The
City shall maintain in the Reserve Fund an amount of money and investments equal to the average
annual principal and interest requirements of the Bonds (the "Required Reserve Amount").
Following the issuance of Additional Bonds, the Required Reserve Amount shall be equal to the
average annual principal and interest requirements of all Bonds, Outstanding Bonds and Additional
Bonds then outstanding. After the delivery of Additional Bonds the City shall cause the Reserve
Fund to be increased, if and to the extent necessary, so that such fund will contain an amount of
money and investments equal to the Required Reserve Amount. Any increase in the Required
Reserve Amount may be funded from Pledged Revenues or from proceeds from the sale of any
Additional Bonds, or any other available source or combination of sources. All or any part of the
Required Reserve Amount not funded initially and immediately after the delivery of any
installment or issue of Additional Bonds shall be funded, within not more than five years from
the date of such delivery, by deposits of Pledged Revenues in approximately equal monthly install-
ments on or before the 25th day of each month. Principal amounts of the Bonds, Outstanding
Bonds and any Additional Bonds which must be redeemed pursuant to any applicable mandatory
redemption requirements shall be deemed to be maturing amounts of principal for the purpose of
calculating principal and interest requirements on such bonds. When and so long as the amount
in the Reserve Fund is not less than the Required Reserve Amount no deposits shall be made to
the credit of the Reserve Fund; but when and if the Reserve Fund at any time contains less than
the Required Reserve Amount, then the City shall transfer from Pledged Revenues in the System
Fund, and deposit to the credit of the Reserve Fund, monthly on or before the 25th day of each
month, a sum equal to 1/60th of the Required Reserve Amount, until the Reserve Fund is restored
to the Required Reserve Amount. The City specifically covenants that when and so long as the
Reserve Fund contains the Required Reserve Amount, the City shall cause all interest and income
derived from the deposit or investment of the Reserve Fund to be deposited to the credit of the
System Fund.
Section 19. DEFICIENCIES; EXCESS PLEDGED REVENUES. (a) If on any occasion
there shall not be sufficient Pledged Revenues to make the required deposits into the Interest and
Sinking Fund or the Reserve Fund, such deficiency shall be made up as soon as possible from the
next available Pledged Revenues.
(b) Subject to making the required deposits to the credit of the various funds when and
as required by this ordinance or any ordinance authorizing the issuance of Additional Bonds, any
surplus Pledged Revenues may be used by the City for any lawful purpose.
Section 20. PAYMENT OF BONDS AND ADDITIONAL BONDS. On or before
February 1, 1996, and semiannually on or before each August 1 and February 1 thereafter while
the Bonds, Outstanding Bonds or Additional Bonds are outstanding and unpaid the City shall make
available to the Paying Agent/Registrar therefor, out of the Interest and Sinking Fund, or if
necessary, out of the Reserve Fund, money sufficient to pay, on each of such dates, the principal
RROOK/CITY/W WSS: ORDER.DR1 7-21-95
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of and interest on the Bonds, the Outstanding Bonds and Additional Bonds as the same matures
and comes due, or to redeem the Bonds or Additional Bonds prior to maturity, either upon
mandatory redemption or at the option of the City. At the direction of the City the Paying
Agent/Registrar shall either deliver paid Bonds, Outstanding Bonds and Additional Bonds to the
City or destroy all paid Bonds and Additional Bonds, and furnish the City with an appropriate
certificate of cancellation or destruction.
Section 21. ADDITIONAL BONDS. (a) The City shall have the right and power at any
time and from time to time, and in one or more series or issues, to authorize, issue, and deliver
additional parity revenue bonds (herein called "Additional Bonds") , in accordance with law, in
any amounts, for any lawful purpose, including the refunding of the Bonds or Additional Bonds,
or other obligations. Such Additional Bonds, if and when authorized, issued, and delivered in
accordance with this Ordinance, shall be payable from and secured by an irrevocable first lien on
and pledge of the Pledged Revenues, equally and ratably on a parity in all respects with the Bonds
and any other outstanding Additional Bonds.
(b) The principal of all Additional Bonds must be scheduled to be paid or mature on
February 1 or August 1 (or both) of the years in which such principal is scheduled to be paid or
mature.
Section 22. FURTHER REQUIREMENTS FOR ADDITIONAL BONDS. Additional
Bonds shall be issued only in accordance with this Ordinance, and no installment, series, or issue
of Additional Bonds shall be issued or delivered unless:
(a) The Mayor of the City and the City Secretary sign a written certificate to the effect
that the City is not in default as to any covenant, condition, or obligation in connection with all
the Bonds, the Outstanding Bonds and Additional Bonds, and the ordinances authorizing same,
and that the Interest and Sinking Fund and the Reserve Fund each contains the amount then
required to be therein.
(b) An independent certified public accountant, or independent firm of certified public
accountants, acting by and through a certified public accountant, signs a written certificate to the
effect that, in his or its opinion, during either the next preceding fiscal year, or any twelve
consecutive calendar month period out of the 18 -month period immediately preceding the month
in which the ordinance authorizing the issuance of the then proposed Additional Bonds is passed,
the Pledged Revenues were at least 1.25 times an amount equal to the average annual principal
and interest requirements and 1.10 times the maximum annual principal and interest requirements
of the Bonds and Additional Bonds which are scheduled to be outstanding after the delivery of the
then proposed Additional Bonds. It is specifically provided, however, that in calculating the
amount of Pledged Revenues for the purposes of this subsection (b), if there has been any increase
in the rates or charges for services of the System which is then in effect but which was not in
effect during all or any part of the entire period for which the Pledged Revenues are being cal-
culated (hereinafter referred to as the "entire period") then the certified public accountant, or in
lieu of the certified public accountant a firm of consulting engineers, shall determine and certify
RROCK/CITY/W WSS: ORDER.DRI 7-21-95
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the amount of Pledged Revenues as being the total of (i) the actual Pledged Revenues for the
entire period, plus (ii) a sum equal to the aggregate amount by which the actual billings to
customers of the System during the entire period would have been increased if such increased
rates or charges had been in effect during the entire period.
(c) Provision shall be made in the ordinance authorizing their issuance for increasing
the Reserve Fund to the Required Reserve Amount as required by Section 18 hereof with proceeds
of the Additional Bonds, or other available source or combination of sources including Pledged
Revenues, or both.
(e) All calculations of average annual principal and interest requirements of any bonds
made in connection with the issuance of any then proposed Additional Bonds shall be made as of
the date of such Additional Bonds; and also in making calculations for such purpose, and for any
other purpose under this Ordinance, principal amounts of any bonds which must be redeemed
prior to maturity pursuant to any applicable mandatory redemption requirements shall be deemed
to be maturing amounts of principal of such bonds.
Section 23. GENERAL COVENANTS. The City further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants,
undertakings, stipulations, and provisions contained in this Ordinance, and each ordinance
authorizing the issuance of Additional Bonds, and in each and every Bond, Outstanding Bond and
Additional Bond; that it will promptly pay or cause to be paid the principal of and interest on
every Bond, Outstanding Bond and Additional Bond, on the dates and in the places and manner
prescribed in such ordinances and Bonds, Outstanding Bonds or Additional Bonds; and that it will,
at the times and in the manner prescribed, deposit or cause to be deposited the amounts required
to be deposited into the Interest and Sinking Fund and the Reserve Fund; and any holder of the
Bonds, Outstanding Bonds or Additional Bonds may require the City, its officials, and employees,
to carry out, respect, or enforce the covenants and obligations of this Ordinance, or any ordinance
authorizing the issuance of Additional Bonds, by all legal and equitable means, including
specifically, but without limitation, the use and filing of mandamus proceedings, in any court of
competent jurisdiction, against the City, its officials, and employees.
(b) City's Legal Authority. The City is a duly created and existing home rule city of
the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue
the Bonds and Additional Bonds; that all action on its part for the creation and issuance of the said
obligations has been or will be duly and effectively taken, and that said obligations in the hands
of the holders and owners thereof are and will be valid and enforceable special obligations of the
City in accordance with their terms.
(c) Title. The City has or will obtain lawful title to the lands, buildings, structures,
and facilities constituting the System, that it warrants that it will defend the title to all the
aforesaid lands, buildings, structures, and facilities, and every part thereof, for the benefit of the
RROCK/C1TY/W WSS: ORDER.DR1 7-21-95
21
holders and owners of the Bonds, Outstanding Bonds and Additional Bonds, against the claims
and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged
Revenues to the payment of the Bonds, Outstanding Bonds and Additional Bonds in the manner
prescribed herein, and has lawfully exercised such rights.
(d) Liens. The City will from time to time and before the same become delinquent pay
and discharge all taxes, assessments, and governmental charges, if any, which shall be lawfully
imposed upon it, or the System, that it will pay all lawful claims for rents, royalties, labor,
materials, and supplies which if unpaid might by law become a lien or charge thereon, the lien
of which would be prior to or interfere with the liens hereof, so that the priority of the liens
granted hereunder shall be fully preserved in the manner provided herein, and that it will not
create or suffer to be created any mechanic's, laborer's, materialman's, or other lien or charge
which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the
liens hereof might or could be impaired; provided, however, that no such tax, assessment, or
charge, and that no such claims which might be used as the basis of a mechanic's, laborer's,
materialman's, or other lien or charge, shall be required to be paid so long as the validity of the
same shall be contested in good faith by the City.
(e) Operation of System; No Free Service. While the Bonds, Outstanding Bonds or
any Additional Bonds are outstanding and unpaid the City shall continuously and efficiently
operate the System, and shall maintain the System, or cause the System to be operated and
maintained in good condition, repair, and working order, all at reasonable cost. No free service
of the System shall be allowed, and should the City or any of its agencies, instrumentalities,
lessors, or concessionaires make use of the services and facilities of the System, payment monthly
of the standard retail price of the services provided shall be made by the City or any of its
agencies, instrumentalities, lessors, or concessionaires out of funds from sources other than the
revenues of the System, unless made from surplus Pledged Revenues as permitted by Section
18(b) hereof.
(f) Further Encumbrance. While the Bonds, Outstanding Bonds or any Additional
Bonds are outstanding and unpaid, the City shall not additionally encumber the Pledged Revenues
in any manner, except as permitted in this Ordinance in connection with Additional Bonds, unless
said encumbrance is made junior and subordinate in all respects to the liens, pledges, covenants,
and agreements of this Ordinance and any ordinance authorizing the issuance of Additional Bonds;
but the right of the City to issue revenue bonds payable from a subordinate lien on surplus
Pledged Revenues is specifically recognized and retained.
(g) Sale or Disposal of Property. While the Bonds, Outstanding Bonds or any
Additional Bonds are outstanding and unpaid, the City shall not sell, convey, mortgage,
encumber, lease, or in any manner transfer title to, or dedicate to other use, or otherwise dispose
of, the System, (except as permitted in paragraph (n) hereof) or any significant or substantial part
thereof; provided that whenever the City deems it necessary to dispose of any property,
machinery, fixtures, or equipment, or dedicate such property to other use, it may do so either
when it has made arrangements to replace the same or provide substitutes therefor, or it is
RROCKICITY/wWSS: ORDER.DR1 7-21-95
22
determined by resolution of the City Council that no such replacement or substitute is necessary.
(h) Insurance. (1) The City shall cause to be insured such parts of the System as would
usually be insured by corporations operating like properties, with a responsible insurance
company or companies, against risks, accidents, or casualties against which and to the extent
insurance is usually carried by corporations operating like properties, including, to the extent
reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods,
and use and occupancy insurance. Public liability and property damage insurance also shall be
carried unless the City Attorney gives a written opinion to the effect that the City is not liable for
claims which would be protected by such insurance. All insurance premiums shall be paid as an
expense of operation of the System. At any time while any contractor engaged in construction
work shall be fully responsible therefor, the City shall not be required to carry insurance on the
work being constructed if the contractor is required to carry appropriate insurance. All such
policies shall be open to the inspection of the Bondholders and their representatives at all
reasonable times. Upon the happening of any loss or damage covered by insurance from one or
more of said causes, the City shall make due proof of loss and shall do all things necessary or de-
sirable to cause the insuring companies to make payment in full directly to the City. The proceeds
of insurance covering such property, together with any other funds necessary and available for
such purpose, shall be used forthwith by the City for repairing the property damaged or replacing
the property destroyed; provided, however, that if said insurance proceeds and other funds are
insufficient for such purpose, then said insurance proceeds pertaining to the System shall be
deposited in a special and separate trust fund, at an official depository of the City, to be
designated the Insurance Account. The Insurance Account shall be held until such time as other
funds become available which, together with the Insurance Account, will be sufficient to make
the repairs or replacements originally required.
(2) The annual audit hereinafter required may contain a section commenting on
whether or not the City has complied with the requirements of this Section with respect to the
maintenance of insurance, and shall state whether or not all insurance premiums upon the
insurance policies to which reference is made have been paid.
(i) Annual Budget and Rate Covenant. The City shall prepare, prior to the beginning
of each fiscal year, an annual budget, in accordance with law reflecting an estimate of cash
receipts and disbursements for the ensuing fiscal year in sufficient detail to indicate the probable
Gross Revenues and Pledged Revenues for such fiscal year. The City shall fix, establish,
maintain, and collect, such rates, charges, and fees for the use and availability of the System at
all times as are necessary (1) to produce Gross Revenues sufficient, together with any other
Pledged Revenues, to pay all current operation and maintenance expenses of the System, and (2)
to produce an amount of Pledged Revenues during each fiscal year at least 1.25 times the annual
principal and interest requirements of all then outstanding Bonds, Outstanding Bonds and
Additional Bonds.
(j) Records. The City shall keep proper books of record and account in which full,
true, proper, and correct entries will be made of all dealings, activities, and transactions relating
RROQUCRYIW WS S: ORDER. DR 1 7-21-95
23
to the System, the Pledged Revenues, and the Funds created pursuant to this Ordinance, and all
books, documents, and vouchers relating thereto shall at all reasonable times be made available
for inspection upon request of any Bondholder or citizen of the City. To the extent consistent
with the provisions of this Ordinance, the City shall keep its books and records in a manner
conforming to standard accounting practices as usually would be followed by private corporations
owning and operating a similar system, with appropriate recognition being given to essential
differences between municipal and corporate accounting practices.
(k) Audits. After the close of each fiscal year while any of the Bonds or any
Additional Bonds are outstanding, an audit will be made of the books and accounts relating to the
System and the Pledged Revenues by an independent certified public accountant or an independent
firm of certified public accountants. As soon as practicable after the close of each such year, and
when said audit has been completed and made available to the City, a copy of such audit for the
preceding year shall be mailed to the Municipal Advisory Council of Texas, to each paying agent
for any bonds payable from Pledged Revenues, to any Bondholders who shall so request in
writing, and to First Southwest Company. The annual audit reports shall be open to the
inspection of the Bondholders and their agents and representatives at all reasonable times.
(1) Governmental Agencies. It will comply with all of the terms and conditions of any
and all franchises, permits, and authorizations applicable to or necessary with respect to the
System, and which have been obtained from any governmental agency; and the City has or will
obtain and keep in full force and effect all franchises, permits, authorization, and other
requirements applicable to or necessary with respect to the acquisition, construction, equipment,
operation, and maintenance of the System.
(m) No Competition. It will not operate, or grant any franchise or, to the extent it
legally may, permit the acquisition, construction, or operation of, any facilities which would be
in competition with the System, and to the extent that it legally may, the City will prohibit any
such competing facilities.
(n) District or River Authority Contract. Nothing herein shall be construed to prevent
the City from making contracts with a district or river authority operating pursuant to Article 16,
Section 59 of the Texas Constitution, as authorized by Chapter 30, Texas Water Code, or Article
4413 (32c), V.A.T.C.S., under which a district or river authority will make a sewer system or
water system or portions thereof available to the City, and will furnish waste water collection,
transportation, treatment, disposal services or water treatment or water transportation facilities
to the City, through the district's or river authority's sewer system or water system or in such
other manner as deemed appropriate by the City. Such contracts may provide for the operation,
or the acquisition by purchase or lease, of the City's waste water treatment and disposal facilities
or water treatment or water transportation facilities, in whole or in part, by the district or river
authority.
Section 24. DEFEASANCE OF THE BONDS. (a) Any Bond and the interest thereon
shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the
RROQUCCIY/W WSS: ORDER.DR1 7-21-93
24
meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 24,
when payment of the principal of such Bond, plus interest thereon to the due date (whether such
due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made
or caused to be made in accordance with the terms thereof (including the giving of any required
notice of redemption), or (ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar for such payment
(1) lawful money of the United States of America sufficient to make such payment, (2)
Government Obligations which mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment, of sufficient money to provide for such
payment, and when proper arrangements have been made by the City with the Paying Agent/
Registrar for the payment of its services until all Defeased 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 revenue 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
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 25. 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
RROCK/CITY/W WSS: ORDER.DRI 7-21-95
25
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/Regis-
trar 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 con-
tinuing 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
Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section of this Ordinance shall constitute authority
for the issuance of any such replacement bond without necessity of further action by the governing
body of the City or any other body or person, and the duty of the replacement of such bonds is
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such bonds in the form and manner and with the effect, as provided
in Section 4(d) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 26. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS; AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of
the Initial Bond issued hereunder and all necessary records and proceedings pertaining to the
Initial Bond pending its delivery and its investigation, examination, and approval by the Attorney
General of the State of Texas, and its registration by the Comptroller of Public Accounts of the
State of Texas. Upon registration of the Initial Bond said Comptroller of Public Accounts (or a
deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's
Registration Certificate on the Initial Bond, and the seal of said Comptroller shall be impressed,
or placed in facsimile, on the Initial Bond. In addition, if bond insurance is obtained, the Bonds
may bear an appropriate legend as provided by the Insurer.
RROQUCITY/W WSS: ORDER.D111 7-21-95
26
Section 27. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. The City covenants to refrain from any action which would adversely affect, or
to take such action as to ensure, 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 projects financed therewith (less amounts deposited to a reserve fund, if any) are used for
any "private business use," as defined in Section 141(b)(6) of the Code or, if more than 10
percent of the proceeds or the projects financed therewith are so used, such amounts, whether or
not received by the City, with respect to such private business use, do not, under the terms of this
Ordinance, or any underlying arrangement, directly or indirectly, secure or provide for the
payment of more than 10 percent of the debt service on the Bonds, in contravention of Section
141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described
in subsection (a) hereof exceeds five percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of five
percent is used for a "private business use" which is "related" and not "disproportionate," within
the meaning of Section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the 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 three
years or less or, in the case of a refunding bond, for a period of 30 days or less until such
proceeds are needed for the purpose for which the bonds are issued,
ARDOR/CITY/MOS: ORDER. DR l 7-21-95
27
(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);
(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; and
(i) to satisfy the information reporting requirements of Section 149(e) of the Internal
Revenue Code of 1986.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the City for the sole benefit of the United States of America, and such Rebate Fund
shall not be subject to the claim of any other person, including without limitation the registered
owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance
with section 148 of the Code.
For purposes of the foregoing (a) and (b), the City understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of
refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior
to the date of issuance of the Bonds. It is the understanding of the City that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated which modify or expand provisions of the Code,
as applicable to the Bonds, the City will not be required to comply with any covenant contained
herein to the extent that such failure to comply, in the opinion of nationally -recognized bond
counsel, will not adversely affect the exemption from federal income taxation of interest on the
Bonds under Section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Bonds, the City
agrees to comply with the additional requirements to the extent necessary, in the opinion of
nationally -recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under Section 103 of the Code. In furtherance of the foregoing, the Mayor,
the City Manager, and the Director of Finance of the City may execute any certificates or other
reports required by the Code and make such elections, on behalf of the City, which may be
RROCK/C17Y! W WSS: ORDER.DR1 7-21-95
28
permitted by the Code as are consistent with the purpose for the issuance of the Bonds. The City
covenants to comply with the covenants contained in this section after defeasance of the Bonds.
Section 28. 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 30
of this Ordinance, being the information described in Exhibit D hereto. Any financial statements
so to be provided shall be (1) prepared in accordance with the accounting principles described in
Exhibit D 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;
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;
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29
and
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds;
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 28(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 Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section
shall comprise a breach of or default under 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.
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30
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 consent to such amendment or (b) a Person that is
unaffiliated with the City (such as nationally recognized bond counsel) determined 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 28(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.
"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 29. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to
Masterson Moreland Sauer Whisman, Inc. and Estrada Hinojosa (the "Underwriters"), at the price
and in accordance with the terms and provisions of a Purchase Contract 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. It is hereby
officially found, determined, and declared that the terms of this sale are the most advantageous
RROCK/CITY/W WSS: ORDER.DR1 7-21-95
31
reasonably obtainable. The Initial Bonds shall be registered in the name of Masterson Moreland
Sauer Whisman, Inc.
Section 30. 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 Underwriter 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 31. APPROVAL OF ESCROW AGREEMENT, PAYING
AGENT/REGISTRAR AND LETTER OF REPRESENTATIONS 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. Attached hereto as Exhibit E is a substantially
final form of Paying Agent/Registrar Agreement with an attached Letter of Representations. Each
the Mayor and the City Secretary are hereby authorized to amend, complete or modify such
agreement as necessary and are further authorized to execute such agreement and the Letter of
Representations and the City Secretary and the City Manager are hereby authorized to attest such
agreement. In Addition, the Mayor is authorized to execute such subscription for the purchase
of U. S. Treasury Securities, State and Local Government Series, and to authorize the transfer
of such funds of the City, as may be necessary for the Escrow Fund.
Section 32. NOTICE OF REDEMPTION. That there is attached to this Ordinance, as
Exhibit C, and made a part hereof for all purposes, a notice of defeasance and prior redemption
for the Refunded Bonds to be redeemed prior to stated maturity, and such Refunded Bonds
described in said notice of prior redemption are hereby called for redemption and shall be
redeemed prior to maturity on the date, place, and at the price as set forth therein.
Section 33. NOTICE TO PAYING AGENT. The Refunded Bonds described in Exhibit
C attached hereto are so called for redemption, and Bank of New York, New York and Texas
Commerce Bank National Association as paying agents for the Refunded Bonds is hereby directed
to make appropriate arrangements so that such Refunded Bonds may be redeemed at said bank on
the redemption date. A copy of such Notice of Redemption shall be delivered to such banks.
RROCK/CITYJWWSS: ORDER.DRI 7-21-95
32
Section 34. 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 Sections 3.13 and 9.01(e)(2) of the City's Charter.
READ, PASSED, AND ADOPTED on first reading thi`; 995.
ATTEST:
JOANNE LAND, City Secretary
RROCK/C1 Y/WWSS: ORDER.DR17-21-95
CHARLES CULPEPPER, Mayor
City of Round Rock, Texas
33
EXHIBIT A
Purchase Contract
EXHIBIT B
Escrow Agreement
ESCROW AGREEMENT
City of Round Rock, Texas
Waterworks and Sewer System Revenue Bonds
Series 1985
City of Round Rock, Texas
Waterworks and Sewer System Revenue Bonds
Series 1986
City of Round Rock, Texas
Waterworks and Sewer System Revenue Bonds
Series 1987
THIS ESCROW AGREEMENT, dated as of July 15, 1995 (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 The Bank of New York, New York,
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, Vernon's Annotated Texas Civil Statutes 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
RROCKIC17Y\WWSS: ESCROW.AGR 7/19/95
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,
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, The Bank of New York is a paying agent for a portion of the Refunded
Bonds. Ameritrust Texas 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 Waterworks
and Sewer System Revenue Refunding Bonds, Series 1995 (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\CITY1WWSS: ESCROW.AGR 7/19/95
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.
RROQC\CITY\WWSS: ESCAOW.AGR 7/19/95
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 Waterworks and
Sewer System Revenue Bonds, Series 1985, City of Round Rock, Texas Waterworks and Sewer
System Revenue Bonds, Series 1986 and City of Round Rock, Texas Waterworks and Sewer
System Revenue Bonds, Series 1987 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 Refunded 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
RROCK\CITY \WWSS: ESCROW.AGR 7/19/95
4
Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred
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
RROCK\CITY \W WSS: ESCROW.AGR 7/19/95
5
account any optional redemption thereof exercised by the Issuer in connection with such
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.
RROCK\CfMWWSS: ESCROW.AGR 7/19/95
ARTICLE VII
CONCERNING THE PAYING AGENTS
AND ESCROW AGENT
6
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.
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
RROCKICITY\WWSS: ESCROW.AGR 7/19/95
7
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.
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 $1,500.00, 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 the 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 $8,757.00, the sufficiency of which is hereby acknowledged by
the Paying Agent, for all future paying agency services of the Paying Agent and the 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
RROCK\CIIY\W WSS: ESCROW.AGR 7/19/95
8
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 or the State of New York, authorized under
such laws to exercise corporate trust powers, having 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 sixty (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 ten (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.
RROCKICITY1WWSs: ESCROW.AGR 7/19/95
9
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,
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.
RROCK\CfrY\WWSS: PSCROW.AGR 7/19/95
10
EXECUTED as of the date first written above.
ATTEST:
City Secretary
(SEAL)
ATTEST:
Title:
(SEAL)
RROCK\C77Y\WWSS: ESCROW.AGR 7/19/95
11
CITY OF ROUND ROCK, TEXAS
By
Mayor
THE BANK OF NEW YORK
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
RROCS:\CCrY\WWSS: ESCROW AGR 7/19/95
EXHIBIT "A"
ADDRESSES OF THE ISSUER, ESCROW AGENT,
AND RATING AGENCIES
Issuer
Escrow Agent
Rating Agency
RROCK\C1TY\WWSS: ESCROW.AGR 7/19/95
City of Round Rock, Texas
211 East Main Street
Round Rock, Texas 78664
The Bank of New York, New York
c/o BNY Information Services
1301 Fannin, Suite 2215
Houston, Texas 77002
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
A-1
RROCK\CITY \WWss: ESCROW.AGR 7/19/95
EXHIBIT "B"
DESCRIPTION OF THE
REFUNDED OBLIGATIONS
B-1
RROCK\CCTY\WWSS: ESCROW.AGR 7/19/95
EXHIBIT "C"
SCHEDULE OF DEBT SERVICE
ON REFUNDED OBLIGATIONS
C-1
Principal Amount
RROCK\C IY\WWSS: ESCROW.AGR 7/19/95
EXHIBIT "D"
ESCROW DEPOSIT
I. CASH
II. STATE AND LOCAL GOVERNMENT
SERIES OBLIGATIONS
Interest Rate Maturity Date
D-1
RROCK\CITY\W WSS: ESOROW.AGR 7/19/95
EXHIBIT "E"
ESCROW FUND CASH FLOW
To Be Provided
By Accounting Firm
E-1
EXHIBIT C
Notices of Redemption
NOTICE OF DEPOSIT AND PRIOR REDEMPTION
CITY OF ROUND ROCK, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE BONDS,
SERIES 1985
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, Waterworks and Sewer System Revenue Bonds,
Series 1985, maturing on February 1 in the year 1997 in the aggregate principal
amount of $480,000; call date: February 1, 1996; redeemable at par plus accrued
interest at the designated office for payment of Texas Commerce Bank National
Association in Dallas, Texas, 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 February 1, 1996.
BY MAIL:
Texas Commerce Bank
National Association
P. O. Box 2320
Dallas, Texas 75221
Attn: Registered Bond Processing
HAND DELIVERY:
Texas Commerce Bank
National Association
1900 Pacific Avenue
Dallas, Texas 75201
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
31% 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.
CITY OF ROUND ROCK, TEXAS
NOTICE OF DEPOSIT AND PRIOR REDEMPTION
CITY OF ROUND ROCK, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE BONDS,
SERIES 1986
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, Waterworks and Sewer System Revenue Bonds,
Series 1986, maturing on February 1 in the years 1997 through 2005 in the
aggregate principal amount of $5,050,000; call date: February 1, 1996;
redeemable at par plus accrued interest at the designated office for payment of
Bank of New York, New York in Houston, Texas, 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 February 1, 1996.
BY MAIL:
Bank of New York
P. O. Box 3856
Houston, Texas 77253-3856
Attn: BNY Information Services
HAND DELIVERY:
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
31% 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.
CITY OF ROUND ROCK, TEXAS
NOTICE OF DEPOSIT AND PRIOR REDEMPTION
CITY OF ROUND ROCK, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE 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, Waterworks and Sewer System Revenue Bonds,
Series 1987, maturing on August 1 in the years 1998 through 2004 in the
aggregate principal amount of $1,375,000; call date: February 1, 1997;
redeemable at par plus accrued interest at the designated office for payment of
Bank of New York, New York in Houston, Texas, 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 February 1, 1997.
BY MAIL:
Bank of New York
P. O. Box 3856
Houston, Texas 77253-3856
Attn: BNY Information Services
HAND DELIVERY:
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
31% 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.
CITY OF ROUND ROCK, TEXAS
EXHIBIT D
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 28 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;
2. "The System" to include only that information set forth under the
subheadings "Ten Largest Water and Sewer Customers," "Monthly Water
Rates" and Monthly Sewer Rates;" and
3. "Financial Information" to include only that information set forth under the
subheadings "Condensed Statement of Operations" and "Coverage of Fund
Balances."
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.
EXHIBIT E
Paying Agent/Registrar Agreement
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of July 15, 1995 (this "Agreement"), by and
between the City of Round Rock, Texas (the "Issuer"), and The Bank of New York, New York,
a banking corporation duly organized and existing under the laws of the State of New York (the
"Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its
Waterworks and Sewer System Revenue Refunding Bonds, Series 1995 in the aggregate principal
amount of $7,185,000 (the "Securities"), such Securities to be issued in fully registered form only
as to the payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof
on or about August 22, 1995: and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the
Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf
of the Issuer the principal, premium (if any), and interest on the Securities as the same become
due and payable to the registered owners thereof, all in accordance with this Agreement and the
"Order" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As
Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer
books and records as to the ownership of said Securities and with respect to the transfer and
exchange thereof as provided herein and in the "Order."
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The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby
agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first
year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee
schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be
supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and
shall be effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation and the expenses and disbursements
of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the principal or
any or all installments of interest, or both, are due and payable on any Security which has become
accelerated pursuant to the terms of the Security.
"Bank Office" means the designated office of the Bank as indicated on the signature page
hereof, except that the payment and registration duties of the Bank will be performed from the
Bank's designated office located in Houston, Texas. The Bank will notify the Issuer in writing
of any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is
registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name
of the Issuer by the Mayor of the Issuer, any one or more of said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Person" means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or political
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subdivision of a government.
"Predecessor Securities" of any particular Security means every previous Security
evidencing all or a portion of the same obligation as that evidenced by such particular Security
(and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for
which a replacement Security has been registered and delivered in lieu thereof pursuant to Section
4.06 hereof and the Order).
"Redemption Date" when used with respect to any Bond to be redeemed means the date
fixed for such redemption pursuant to the terms of the Order.
"Order" means the order, ordinance or resolution of the governing body of the Issuer
pursuant to which the Securities are issued, certified by the City Secretary of the Issuer or any
other officer of the Issuer and delivered to the Bank.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice -
Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee
of the Board of Directors, the President, any Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer
providing for the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Order the principal of a Security is
scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms "Bank," Issuer," and Securities (Security)" have the meanings assigned to them
in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of
each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
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surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid each Holder and preparing and
sending checks by United States Mail, first class postage prepaid, on each payment date, to the
Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the
address appearing on the Security Register or by such other method, acceptable to the Bank,
requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities
on the dates specified in the Order.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the "Security Register") for recording the
names and addresses of the Holders of the Securities, the transfer, exchange and replacement of
the Securities and the payment of the principal of and interest on the Securities to the Holders and
containing such other information as may be reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and
replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities Deal-
ers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly
authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re -
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be canceled in an exchange
or transfer and the written instrument of transfer or request for exchange duly executed by the
Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
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Section 4.02. Certificates.
The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers
or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept
in safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining
such Securities in safekeeping, which shall be not less than the care maintained by the Bank for
debt securities of other political subdivisions or corporations for which it serves as registrar, or
that is maintained for its own securities.
Section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security Register relating to the registration,
payment, transfer and exchange of the Securities in accordance with the Bank's general practices
and procedures in effect from time to time. The Bank shall not be obligated to maintain such
Security Register in any form other than those which the Bank has currently available and
currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Security Register. The Issuer may also
inspect the information contained in the Security Register at any time the Bank is customarily open
for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing
or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05. Return of Canceled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer,
Securities in lieu of which or in exchange for which other Securities have been issued, or which
have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Order, to
deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen
Securities as long as the same does not result in an overissuance.
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In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion, may execute and deliver a replacement Security of like form and tenor, and in the
same denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in substitution for such destroyed lost
or stolen Security, only after (i) the filing by the Holder thereof with the Bank of evidence
satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity
of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount
satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with
such indemnity and with the preparation, execution and delivery of a replacement Security shall
be borne by the Holder of the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities
it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and
Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen
Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable
care in the performance thereof.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds
or otherwise incur any financial liability for performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security, or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties. Without limiting the generality of the
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foregoing statement, the Bank need not examine the ownership of any Securities, but is protected
in acting upon receipt of Securities containing an endorsement or instruction of transfer or power
of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The
Bank shall not be bound to make any investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
bond, note, security or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(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 Securities shall be taken
as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with the Issuer with the same rights it would have if it were not
the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank.
The Bank shall deposit any moneys received from the Issuer into a trust account to be held
in a fiduciary capacity for the payment of the Securities, with such moneys in the account that
exceed the deposit insurance available to the Issuer by the Federal Deposit Insurance Corporation,
to be fully collateralized with securities or obligations that are eligible under the laws of the State
of Texas and the laws of the United States of America to secure and be pledged as collateral for
trust accounts until the principal and interest on such securities have been presented for payment
and paid to the owner thereof. Payments made from such trust account shall be made by check
drawn on such trust account unless the owner of such Securities shall, at its own expense and risk,
request such other medium of payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with
the Bank for the payment of the principal, premium (if any), or interest on any Security and
remaining unclaimed for three years after the final maturity of the Security has become due and
payable will be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such
Security shall hereafter look only to the Issuer for payment thereof, and all liability of the Bank
with respect to such monies shall thereupon cease. If the Issuer does not elect, the Bank is
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directed to report and dispose of the funds in compliance with Title Six of the Texas Property
Code, as amended.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without negligence or bad faith on its
part, arising out of or in connection with its acceptance or administration of its duties hereunder,
including the cost and expense against any claim or liability in connection with the exercise or
performance of any of its powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where either the Bank Office or the administrative
offices of the Issuer is located, and agree that service of process by certified or registered mail,
return receipt requested, to the address referred to in Section 6.03 of this Agreement shall
constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to
file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any
Person claiming any interest herein.
Section 5.08. Depository Trust Company Services.
It is hereby represented and warranted that, in the event the Securities are otherwise
qualified and accepted for "Depository Trust Company" services or equivalent depository trust
services by other organizations, the Bank has the capability and, to the extent within its control,
will comply with the "Operational Arrangements," effective August 1, 1987, which establishes
requirements for securities to be eligible for such type depository trust services, including, but
not limited to, requirements for the timeliness of payments and funds availability, transfer
turnaround time, and notification of redemptions and calls.
Attached hereto is a copy of the Letter of 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.
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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 Order constitute the entire agreement between the parties hereto
relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this
Agreement and the Order, the Order shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
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Section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and
interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party
upon thirty (30) days written notice; provided, however, an early termination of this Agreement
by either party shall not be effective until (a) a successor Paying Agent/Registrar has been
appointed by the Issuer and such appointment accepted and (b) notice has been given to the
Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore,
the Bank and Issuer mutually agree that the effective date of an early termination of this
Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect
the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by
the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of Texas.
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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
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THE BANK OF NEW YORK, NEW YORK
By
Title
10161 Centurion Parkway, 3rd Floor
Tower Marc Plaza
Jacksonville, Florida 32256
CITY OF ROUND ROCK, TEXAS
By
Mayor
221 East Main, Round Rock, Texas 78664
11
SCHEDULE A
Paying Agent/Registrar Fee Schedule
[To be supplied by the Bank]
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DATE:
SUBJECT:
I'T'EM:
July 25, 1995
City Council Meeting, July 27, 1995
10. P. Consider an Ordinance Authorizing the Issuance of City of Round
Rock, Texas Waterworks and Sewer System Revenue Refunding Bonds, Series
1995; Approving an Official Statement; Authorizing the Execution of a
Purchase Contract, an Escrow Agreement, a Paying Agent/ Registrar
Agreement and a Letter of Representations with the Depository Trust
Company; Making Certain Continuing Disclosure Covenants pursuant to Rule
15c2-12 and Ordaining Other Matters Relating to the Subject. (First
Reading)
STAFF RESOURCE PERSON: David Kautz
The City is in the process of issuing revenue bonds to advance refund certain
outstanding revenue bonds. Because of the lower interest rates at which the new
bonds can be issued, the City will obtain a present value savings of
approximately $300,000, or $40,000 a year to maturity in the year 2005.
The new bonds will be priced on Wednesday, July 26 (assuming a favorable market)
and the results will be presented to the Council at the Council meeting.
This ordinance approves the transaction and the related documents.