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G-95-03-28-3A - 3/28/199595- 03-M- LM ORDINANCE AUTHORIZING THE ISSUANCE OF $7,940,000 COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 1995; AUTHORIZING THE LEVY OF AN AD VALOREM TAX IN SUPPORT OF THE CERTIFICATES AND PLEDGING CERTAIN SURPLUS REVENUES; APPROVING AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT, AN ESCROW AGREEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND A LETTER OF REPRESENTATIONS WITH THE DEPOSITORY TRUST COMPANY AND ORDAINING OTHER MATTERS RELATING TO THE ISSUANCE OF THE CERTIFICATES THE STATE OF TEXAS § COUNTIES OF WILLIAMSON AND TRAVIS § CITY OF ROUND ROCK § WHEREAS, the City Council of the City of Round Rock, Texas (the "City") deems it advisable to issue Certificates of Obligation in the amount of $7,940,000 for the purpose of paying contractual obligations to be incurred by the City (1) to effectuate the purchase and improvement of a golf course now known as Forest Creek Golf Course, (2) to reimburse the City for the acquisition of a maintenance yard site, (3) for the improvements related to the maintenance yard site, (4) for the acquisition of fire equipment including a fire truck and (5) the payment of professional services for fiscal, engineering and legal fees incurred in connection therewith including the payment of costs of issuance; and WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Articles 1111-1118, Vernon's Annotated Texas Civil Statutes, as amended; and WHEREAS, on March 9, 1995 the City Council passed a resolution authorizing and directing the City Secretary to give notice of intention to issue Certificates of Obligation; and WHEREAS, the notice was published on March 13, 1995 and March 20, 1995 in the Round Rock Leader, a newspaper of general circulation in the City and a "newspaper" as defined in Article 28a, Vernon's Annotated Texas Civil Statutes; and WHEREAS, the City received no petition from the qualified electors of the City protesting the issuance of the Certificates of Obligation; and WHEREAS, it is considered to be in the best interest of the City that the interest bearing Certificates of Obligation be issued. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: ROUND ROCK:OOLP ORDINANCE.O07 3/2$49 Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The certificates of the City of Round Rock, Texas (the "City") are hereby authorized to be issued and delivered in the aggregate principal amount of $7,940,000 for the purpose paying contractual obligations to be incurred by the City (1) to effectuate the purchase and improvement of a golf course now known as Forest Creek Golf Course, (2) to reimburse the City for the acquisition of a maintenance yard site, (3) for the improvements related to the maintenance yard site, (4) for the acquisition of fire equipment including a fire truck and (5) the payment of professional services for fiscal, engineering and legal fees incurred in connection therewith including the payment of costs of issuance. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be designated: "CITY OF ROUND ROCK, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 1995", and initially there shall be issued, sold, and delivered hereunder fully registered certificates, without interest coupons, dated March 15, 1995, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward (except the initial Certificates delivered to the Attorney General of the State of Texas which shall be numbered T-1 upward), payable to the respective initial Registered Owners thereof (as designated in Section 13 hereof), or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said certificates shall mature and be payable on June 1 in each of the years and in the principal amounts, respectively, as set forth in the following schedules: YEAR AMOUNT YEAR AMOUNT 1996 $ 65,000 2005 $220,000 1997 145,000 2006 230,000 1998 150,000 2007 240,000 1999 160,000 2008 255,000 2000 170,000 2009 270,000 2001 175,000 2010 285,000 2002 185,000 2011 300,000 2003 195,000 2014 1,020,000 2004 205,000 2025 3,670,000 The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. ROUND ROCK. GOLF ORDINANCE. CO2 5/28/95 2 Section 3. INTEREST. The Certificates scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum: YEAR RATE YEAR RATE 1996 4.60% 2005 5.55% 1997 4.85 2006 5.40 1998 4.95 2007 5.50 1999 5.00 2008 5.60 2000 5.10 2009 5.70 2001 5.20 2010 5.80 2002 5.30 2011 5.90 2003 5.40 2014 6.15 2004 5.45 2025 6.25 Interest shall be payable in the manner provided and on the dates stated in the FORM OF CERTIFICATE set forth in this Ordinance. Section 4. MANDATORY SINKING FUND REDEMPTION. The Certificates maturing on June 1, 2014 and June 1, 2025 are subject to mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date from amounts required to be deposited in the Interest and Sinking Fund, created in Section 7 hereof, sufficient to redeem such Certificates: Certificates maturing June 1, 2014 Redemption Date Principal Amount June 1, 2012 June 1, 2013 June 1, 2014* ROUND ROCK. LP ORDLNANCE.0O2 2/2$l93 3 $320,000 340,000 360,000 Certificates maturing June 1, 2025 Redemption Date Principal Amount June 1, 2015 $380,000 June 1, 2016 250,000 June 1, 2017 265,000 June 1, 2018 280,000 June 1, 2019 295,000 June 1, 2020 315,000 June 1, 2021 335,000 June 1, 2022 355,000 June 1, 2023 375,000 June 1, 2024 400,000 June 1, 2025* 420,000 *Stated Maturity The principal amount of the Certificates required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City, by the principal amount of any Certificates of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City, with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Certificates plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. At least 30 days prior to the date fixed for any such mandatory sinking fund redemption a written notice of such redemption shall be given to the registered owner of each certificate or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address thereof as shown on the registration books of the Paying Agent/Registrar. ROUND ROCK:OOLP ORDINANCE.CO2 3/2S/93 4 Section 5. CHARACTERISTICS OF THE CERTIFICATES. Registration, Transfer, Conversion and Exchange; Authentication. (a) The City shall keep or cause to be kept at Frost National Bank, N.A., Austin, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may pre- scribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Regis- tration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. Except as provided in Section 4(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary weight and strength. Pursuant to Article 717k-6, Vernon's Annotated Texas Civil Statutes, as amended, and particularly Section 6 thereof, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts. (b) Payment of Certificates and Interest. The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certifi- ROUND ROCICCOLP ORDINANCE.0O23R1N3 5 cates, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled maturities at the option of the City (notice of which shall be given to the Paying Agent/Registrar by the City at least 50 days prior to any such redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificates initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. (d) Substitute Paying Agent/Registrar. The City covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, ROUND ROCK:ODLP ORDINANCE.= 7!78/1 6 and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Book -Entry -Only System. The Certificates issued in exchange for the Certificates initially issued as provided in Section 5(h) shall be issued in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the Outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner, as shown on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any person, other than a Registered Owner, as shown on the Registration Books of any amount with respect to principal of or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, but to the extent permitted by law, the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal of and interest, with respect to such Certificate, for the purposes of registering transfers with respect to such Certificate, and for all other purposes of registering transfers with respect to such Certificates, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order of the respective Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of and interest on the Certificates to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Certificate evidencing the obligation of the City to make payments of principal, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (f) Successor Securities Depository; Transfer Outside Book -Entry -Only System. In the event that the City determines to discontinue the book -entry system through DTC or a successor or DTC determines to discontinue providing its services with respect to the Certificate, the City shall either (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants ROUND ROCK: ODLP ORDINANCE. CO2 3128.95 7 of the appointment of such successor securities depository and transfer one or more separate Certificate to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names the Registered Owner transferring or exchanging Certificate shall designate, in accordance with the provisions of this Ordinance. (g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Letter of Representations of the City to DTC. (h) Initial Certificate(s). The Certificates herein authorized shall be initially issued as fully registered Certificates, being one Certificate for each maturity in the denomination of the applicable principal amount and the initial Certificate(s) shall be registered in the names of the purchaser or the designees thereof as set forth in Section 13 hereof. The initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the purchaser as set forth in Section 13. Immediately after the delivery of the initial Certificate(s), the Paying Agent/Registrar shall cancel the initial Certificate(s) delivered hereunder and exchange therefor Certificates in the form of a separate single fully registered Certificate for each of the maturities thereof registered in the name of Cede & Co., as nominee of DTC and except as provided in Section 5(0, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. Section 6. FORM OF CERTIFICATES. The form of the Certificates, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. ROUND ROCK.00LF ORDINANCE.0O2 3/28/93 8 NO. R - FORM OF CERTIFICATE UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT COUNTIES OF WILLIAMSON AND TRAVIS $ CITY OF ROUND ROCK, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 1995 INTEREST RATE DATE OF CERTIFICATES MATURITY DATE CUSIP NO. March 15, 1995 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK, in Williamson and Travis Counties, Texas (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount set forth above, and to pay interest thereon from the Date of Certificates set forth above, on June 1, 1996 and semiannually on each December 1 and June 1 thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above; except that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged or converted from is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at Frost National Bank, N.A., which is the "Paying Agent/Registrar" for this Certificate at their office in ROUND ROCK:ODLP ORDINANCE,O02 3/21N3 9 Austin, Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the fifteenth day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business clays prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Certificate appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for redemption and payment at the Designated Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered Owner of this Certificate that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is one of a Series of Certificates dated March 15, 1995, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $7,940,000, for the purpose of paying contractual obligations to be incurred by the City (1) to effectuate the purchase and improvement of a golf course now known as Forest Creek Golf Course, (2) to reimburse the City for the acquisition of a maintenance yard site, (3) for the improvements related to the maintenance yard site, (4) for the acquisition of fire equipment including a fire truck and (5) the payment of professional services for fiscal, engineering and legal fees incurred in connection therewith including the payment of costs of issuance. ROUND ROCK:OOLP ORDINANCE.CO2 3/2R/3 10 ON JUNE 1, 2005, or on any date thereafter, the Certificates of this Series maturing on and after June 1, 2006 may be redeemed prior to their scheduled maturities, at the option of the City, with funds derived from any available and lawful source, at par plus accrued interest to the date fixed for redemption as a whole, or in part, and, if in part, the particular maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity is to be redeemed, the Paying Agent/Registrar shall determine by lot the Certificates, or a portion thereof, within such maturity to be redeemed (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000). THE CERTIFICATES maturing on June 1, 2014 and June 1, 2025 are subject to mandatory sinking fund redemption prior to maturity in the following amounts, on the following dates and at a price of par plus accrued interest to the redemption date from amounts required to be deposited in the Interest and Sinking Fund: Certificates maturing June 1, 2014 Redemption Date Principal Amount June 1, 2012 $320,000 June 1, 2013 340,000 June 1, 2014* 360,000 Certificates maturing June 1, 2025 Redemption Date Principal Amount June 1, 2015 $380,000 June 1, 2016 250,000 June 1, 2017 265,000 June 1, 2018 280,000 June 1, 2019 295,000 June 1, 2020 315,000 June 1, 2021 335,000 June 1, 2022 355,000 June 1, 2023 375,000 June 1, 2024 400,000 June 1, 2025* 420,000 *Stated Maturity ROUND ROCK:OOLP ORDINANCE.0O2 5/71/95 11 The principal amount of the Certificates required to be redeemed pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the City, by the principal amount of any Certificates of the stated maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a price not exceeding the principal amount of such Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City, with monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the Certificates plus accrued interest to the date of purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory sinking fund redemption requirement. NO LESS THAN 30 days prior to the date fixed for any such redemption, the City shall cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the Registration Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption date and to major securities depositories, national bond rating agencies and bond information services; provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificates. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof which are to be so redeemed. If due provision for such payment is made, all as provided above, the Certificates or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificates shall be redeemed a substitute Certificates or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Certificate Ordinance. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment ROUND ROCK:COLP ORDINANCE.CO2 32895 12 and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satis- factory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certificate may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the City. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the unredeemed balance of the Certificate. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been performed, existed and been done in accordance with law; that this Certificate is a general obligation of said City, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said City, and have been pledged for such payment, within the limit prescribed by law, and that this Certificate is additionally secured by and payable from a continuing direct ad valorem tax levied within the limits prescribed by law against all taxable property located within the City and are further secured by a limited pledge of not to exceed $1,000 in amount of surplus revenues derived from the operation of the City's Waterworks and Sewer System. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the City, and ROUND ROCK:ODLP ORDINANCE.COI 3137193 13 agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each Registered Owner hereof and the City. IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary of said City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Certificate. City Secretary (SEAL) ROUND ROCK COLE ORDINANCE. CO2 3R1N3 14 Mayor FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Certificate has been issued under the provisions of the Certificate Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a Series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated Frost National Bank, N.A. Paying Agent/Registrar FOUND ROCK:OOLP ORDINANC4.0O2 3?11l93 15 By Authorized Representative FORM OF ASSIGNMENT: ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. ROUND ROCK.00LP ORDINANCE.O02 3/1893 16 NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Certificate in every particular, 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 Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate has been regis- tered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 7. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the City at an official depository bank of said City. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of said Certificates. All ad valorem taxes levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Certificates are outstanding and unpaid, the governing body of said City shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on said Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures (but never less than 2% of the original amount of said Certificates as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said City, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in said City, for each year while any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. Section 8. SURPLUS REVENUES. The Certificates are additionally secured by and shall be payable from and secured by the revenues of the City's Waterworks and Sewer System remaining after payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the City's revenue bonds (now or hereafter outstanding) which are payable from all or part of the Net Revenues of the City's ROUND ROCK. OOLP ORDINANCE.O02 3/2193 17 Waterworks and Sewer System, in an amount not to exceed $1,000, constituting "Surplus Revenues." The City shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to Section 7, to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of Section 7, if Surplus Revenues are actually on deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant to Section 7 may be reduced to the extent and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund. Section 9. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 9 when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment, (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable or (3) any combination of (1) and (2). At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing by the City. (c) The term "Government Obligations" as used in this Section, shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book - entry form. (d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this Ordinance. ROUND ROCIC:OOLP ORDINANCE, CO2 3/28/93 18 Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. Application for replacement of damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered Owner applying for a replacement certificate shall furnish to the City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Certificate, the Registered Owner shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or muti- lated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Certificate shall have matured, and no default has occurred which is then con- tinuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the City may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section 10 of this Ordinance shall constitute authority for the issuance of any such replacement certificate without necessity of further action by the governing body of the City or any other body or person, and the duty of the replacement of such certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 5(a) of this Ordinance for Certificates issued in conversion and exchange for other Certificates. ROUND ROCK:OOLP ORDINANCE.0O2 3/295 19 Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel and the assigned CUSIP numbers may, at the option of the City, be printed on the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer. Section 12. COVENANTS REGARDING TAX EXEMPTION. The City covenants to refrain from any action which would adversely affect, or to take such action as to ensure, the treatment of the Certificates of Obligation as obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the City covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Certificates of Obligation or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects finance therewith are so used, such amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance, or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates of Obligation, in contravention of Section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds five percent of the proceeds of the Certificates of Obligation or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of five percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of Section 141(b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or five percent of the proceeds of the Certificates of Obligation (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of Section 141(c) of the Code; ROUND ROCK:OOLF ORDINANCE.0O2 3/23/95 20 (d) to refrain from taking any action which would otherwise result in the Certificates of Obligation being treated as "private activity bonds" within the meaning of Section 141(b) of the Code; (e) to refrain from taking any action that would result in the Certificates of Obligation being "federally guaranteed" within the meaning of Section 149(b) of the Code; (0 to refrain from using any portion of the proceeds of the Certificates of Obligation, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in Section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Certificates of Obligation, other than investment property acquired with -- (1) proceeds of the Certificates of Obligation invested for a reasonable temporary period of three years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the certificates of obligation are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates of Obligation; (g) to otherwise restrict the use of the proceeds of the Certificates of Obligation or amounts treated as proceeds of the Certificates of Obligation, as may be necessary, so that the Certificates of Obligation do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates of Obligation) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of Section 148(0 of the Code and to pay to the United States of America, not later than 60 days after the Certificates of Obligation have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(0 of the Code. In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established by the City for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the registered owners of the Certificates of Obligation. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. ROUND ROCX. DLP ORDINANCE.CO2 3/23/93 21 For purposes of the foregoing (a) and (b), the City understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates of Obligation, the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally - recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates of Obligation under Section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Certificates of Obligation, the City agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally -recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates of Obligation under Section 103 of the Code. In furtherance of the foregoing, the Mayor, the City Manager, and the Director of Finance of the City may execute any certificates or other reports required by the Code and make such elections, on behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates of Obligation. Section 13. SALE OF CERTIFICATES. The Certificates are hereby initially sold and shall be delivered to First Southwest Company, pursuant to the terms and provisions of the Purchase Agreement in substantially the form attached hereto as Exhibit A which the Mayor of the City is hereby authorized and directed to execute and deliver and which the City Secretary of the City is hereby authorized to attest. It is hereby officially found, determined and disclosed that the terms of the sale are the most advantageous reasonably obtainable. The Certificates shall initially be registered in the name of First Southwest Company. It is further officially found, determined and declared that the Certificates have been sold pursuant to an Official Statement dated March 28, 1995, prepared and distributed in connection with the sale of the Certificates. Said Official Statement, and any addenda, supplement or amendment thereto have been and are hereby approved by the governing body of the City, and its use in the offer and sale of the Certificates is hereby approved. It is further officially found, determined and declared that the statements and representations contained in said Official Statement are true and correct in all material respects, to the best knowledge and belief of the governing body of the City. Section 14. REMEDIES IN EVENT OF DEFAULT. In addition to all of the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees that in the event of default in payment of principal or interest on any of the Certificates when due, or, in the event it fails to make the payments required to be made into the Interest and Sinking Fund or defaults in the observance or performance of any other of the contracts, covenants, conditions or obligations set forth in this Ordinance or in the Certificates, the following remedies shall be available: (a) the Registered Owners shall be entitled to a writ of mandamus issued by a court FUND HOC1C.GOLP OHDINANCE.0O3 328/3 22 of competent jurisdiction compelling and requiring the City and the officials thereof to observe and perform the contracts, covenants, obligations or conditions prescribed in this Ordinance; and (b) any delay or omission to exercise any right or power accruing upon any default shall not impair any such right or power nor be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exer- cised from time to time and as often as may be deemed expedient. Section 15. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Certificates shall be used along with other certificate proceeds for the purpose for which the Certificates are issued set forth in Section 1 hereof; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on certificate proceeds which are required to be rebated to the United States of America pursuant to Section 12 hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 16. APPROVAL OF PAYING AGENT/REGISTRAR AGREEMENT. Attached hereto as Exhibit "B" is a substantially final form of Paying Agent/Registrar Agreement with an attached Letter of Representations. Each of the Mayor, City Manager and Director of Finance are hereby authorized to amend, complete or modify such agreement and the Letter of Representations as necessary and are further authorized to execute such agreement and the City Secretary is hereby authorized to attest such agreement. Section 17. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The Mayor of the City is hereby authorized and directed to execute and deliver and the City Secretary of the City is hereby authorized and directed to attest an Escrow Agreement in substantially the form attached hereto as Exhibit "C". In Addition, the Mayor, City Manager and Director of Finance are each hereby authorized to execute such subscriptions or other documentation for the purchase of United States Treasury Securities, and to authorize the transfer of such funds, as may be necessary in connection with the Escrow Agreement. The City Manager and Director of Finance are further authorized to direct Frost National Bank, N.A. to transfer any reserves or other funds in connection with the purchase of the City of Round Rock, Texas Golf Course Trust Certificates, Series 1989. Section 18. NOTICE OF REDEMPTION. Attached to this Ordinance, as Exhibit "D", and made a part hereof for all purposes, is a copy of a notice of prior redemption for the City of Round Rock, Texas Golf Course Trust Certificates, Series 1989 in substantially final form and such Trust Certificates described in the notice of prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the dates, places, and at the prices set forth therein. The Mayor, City Manager and Director of Finance are each hereby authorized to amend, complete or modify such notices as necessary to call such Trust Certificates for redemption. ROUND ROCK.GOLP ORDINANCE.0O2 2/28/97 23 Section 19. PROVISIONS RELATING TO MUNICIPAL BOND INSURANCE. (a) The City does hereby approve the execution of the commitment for a financial guaranty insurance policy with Municipal Bond Investors Assurance Corporation (the "Insurer"). In accordance with such policy, the following provisions will apply: In the event that, on the second business day, and again on the business day, prior to a payment date on the Certificates, the Paying Agent/Registrar has not received sufficient moneys to pay all principal of and interest on the Certificates due on the second following or following, as the case may be, business day, the Paying Agent/Registrar shall immediately notify the Insurer or its designee on the same business day by telephone or telegraph, confirmed in writing by registered or certified mail, of the amount of the deficiency. (b) If the deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent/Registrar shall so notify the Insurer or its designee. (c) In addition, if the Paying Agent/Registrar has notice that any registered owner has been required to disgorge payments of principal or interest on the Certificates, to a trustee in Bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such registered owners within the meaning of any applicable bankruptcy laws, then the Paying Agent/Registrar shall notify the Insurer or its designee of such fact by telephone or telegraphic notice, confirmed in writing by registered or certified mail. (d) The Paying Agent/Registrar is hereby irrevocably designated, appointed, directed and authorized to act as attorney-in-fact for registered owners of the Certificates as follows: i. If and to the extent there is a deficiency in amounts required to pay interest on the Certificates, the Paying Agent/Registrar shall (a) execute and deliver to State Street Bank and Trust Company, N.A., or its successors under the Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance Paying Agent, an instrument appointing the Insurer as agent for such registered owners in any legal proceeding related to the payment of such interest and an assignment to the Insurer of the claims for interest to which such deficiency relates and which are paid by the Insurer, (b) receive as designee of the respective registered owners (and not as Paying Agent/Registrar) in accordance with the tenor of the Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective registered owners; and ii. If and to the extent of a deficiency in amounts required to pay principal of the Certificates, the Paying Agent/Registrar shall (a) execute and deliver to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent an instrument appointing the Insurer as agent for such registered owner in any legal proceeding relating to the payment of such principal and an assignment to the ROUND ROCICODLP ORDINANCC.0O2 3/2&9 24 Insurer of any of the Certificates surrendered to the Insurance Paying Agent of so much of the principal amount thereof as has not previously been paid or for which moneys are not held by the Paying Agent/Registrar and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective registered owners (and not as Paying Agent/Registrar) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such registered owners. (e) Payments with respect to claims for interest on and principal of Certificates disbursed by the Paying Agent/Registrar from proceeds of the Policy shall not be considered to discharge the obligation of the City with respect to such Certificates, and the Insurer shall become the owner of such unpaid Certificate and claims for the interest in accordance with the tenor of the assignment made to it under the provisions of this subsection or otherwise. (f) Irrespective of whether any such assignment is executed and delivered, the Board and the Paying Agent/Registrar hereby agree for the benefit of the Insurer that: They recognize that to the extent the Insurer makes payments, directly or indirectly (as by paying through the Paying Agent/Registrar), on account of principal of or interest on the Certificates, the Insurer will be subrogated to the rights of such registered owners to receive the amount of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in this Ordinance and the Certificates; and ii. They will accordingly pay to the Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph of the Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Ordinance and the Certificates, but only from the sources and in the manner provided herein for the payment of principal of and interest on the Certificates to Registered Owners, and will otherwise treat the Insurer as the owner of such rights to the amount of such principal and interest. (g) The Insurer shall receive notice of the resignation or removal of the Paying Agent/Registrar and the appointment of a successor thereto. (h) Any notice that is required to be given to a registered owner of the Certificates or to the Paying Agent/Registrar pursuant to this Ordinance, shall also be provided to the Insurer. All notices required to be given to the Insurer under this Ordinance shall be in writing and shall be sent by registered or certified mail addressed to Municipal Bond Investors Assurance Corporation, 113 King Street, Armonk, New York 10504 Attention: Surveillance. ROUND ROCK:OOLP ORDINANCE.0O2 3RY97 25 Section 20. SEVERABILITY. The provisions of this Ordinance are severable; and in case any one or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. By motion duly made, seconded and passed with an affirmative vote of all the Council members present, the requirement for reading this ordinance on two separate days was dispensed with in accordance with Sections 3.13 and 9.01(e)(2) of the City's Charter. READ, PASSED, AND ADOPTED on first reading this March 28, 1995. ATTEST: JOANNE LAND, City Secretary ROUND ROCX:OOLP ORDINANCE.= 312895 CHARLES CULPEPPER, Mayor City of Round Rock, Texas 26 POUND POCK.COLP ORDINANC4.0O2 3/21195 EXHIBIT "A" PURCHASE AGREEMENT [See Tab of this Transcript] A-1 POUND POCC:ODLP OPDINANCE.0O2 3/2993 EXHIBIT "B" PAYING AGENT/REGISTRAR AGREEMENT [See Tab of this Transcript] B-1 ROUND ROCK.COLP ORDINANCE.O02 3,211/95 EXHIBIT "C" ESCROW AGREEMENT [See Tab of this Transcript] C-1 $ 798,642 I $ 457,161 I $ 341,481 1 Forest Creek Golf Course Restructuring Year Ended Existing June 1, Debt Service 1996 $ 797,928 1997 $ 801,028 1998 $ 797,465 1999 $ 797,615 2000 $ 801,235 2001 $ 797,835 2002 $ 797,840 2003 $ 800,750 2004 $ 796,050 2005 $ 799,450 2006 $ 800,000 2007 $ 801,000 2008 $ 798,500 2009 $ 797,500 2010 $ 797,500 2011 $ 798,000 2012 $ 798,500 2013 $ 798,500 2014 $ 797,500 2015 $ 2016 $ 2017 $ 2018 $ 2019 $ 2020 $ 2021 $ 2022 $ 2023 $ 2024 $ 2025 $ $ 15,174,196 Restructured Debt Service $ 477,409 $ 458,040 $ 458,675 $ 458,972 $ 458,973 $ 458,618 $ 457,898 $ 456,803 $ 460,323 $ 458,238 $ 460,745 $ 457,915 $ 459,665 $ 460,705 $ 461,015 $ 460,575 $ 459,365 $ 457,065 $ 459,150 $ 455,313 $ 455,625 $ 455,000 $ 453,438 $ 450,938 $ 452,500 $ 452,813 $ 451,875 $ 449,688 $ 451,250 $ 446,250 $ 13,714,833 Existing Average Annual Debt Service: New Average Annual Debt Service: Per Year Improvement in Debt Service: Savings $ 320,519 $ 342,988 $ 338,790 $ 338,643 $ 342,263 $ 339,218 $ 339,943 $ 343,948 $ 335,728 $ 341,213. $ 339,255 $ 343,085 $ 338,835 $ 336,795 $ 336,485 $ 337,425 $ 339,135 $ 341,435 $ 338,350 $ (455,313) $ (455,625) $ (455,000) $ (453,438) $ (450,938) $ (452,500) $ (452,813) $ (451,875) $ (449,688) $ (451,250) $ (446,250) $ 1,459,363 City of Round Rock, Texas Comb. Tax & Revenue C/O's, Series 1995 Non-CTEO/NBIA Insured Scale Aggregate Issues (Golf + New Money) SOURCES & USES Dated 03/15/1995 Delivered 04/19/1995 SOURCES OF FUNDS Par Amount of Bonds 57,940,000.00 Accrued Interest from 03/15/1995 to 04/19/199544,252.89 Transfers from Prior Issue Debt Service Funds 105,152.19 Transfers from Prior Issue DSR Funds 756,776.08 TOTAL SOURCES 58,846,181.16 USES OF FUNDS Original Issue Discount (0I0) 52,123.95 Total Underwriter's Discount (1.000X) 79,400.00 Costs of Issuance 300,000.00 Gross Bond Insurance Premiums ( 23.3 bp) 39,000.00 Deposit to Debt Service Fund 4452.89 Deposit to Escrow Fund 1,475,748.62 Deposit to Secondary Purpose Fund 6,851,250.00 Round i ng Amount 4,405.70 TOTAL USES 58,846,181.16 FILE = RROCK-CCM8C095 3/28/1995 4:11 PM YIELD STATISTICS Accrued Interest from 03/15/1995 to 04/19/199544,252.89 Bond Year Dollars $144,971.22 Average Life 18.258 Years Average Coupon 6.0836010% Net Interest Cost (NIC) 6.1743252% True Interest Cost (TIC) 6.1841964% Bond Yield for Arbitrage Purposes 6.1339457% All Inclusive Cost (AIC) 6.6225123% IRS FORM 8038 Net Interest Cost 6.1297454% Weighted Average Maturity 18.257 Years FILE = RROCK-COMBC095 3/28/1995 4:11 PM City of Round Rock, Texas Comb. Tax & Revenue C/O's, Series 1995 Non-OTEO/MBIA Insured Scale Aggregate Issues (Golf + New Money) DEBT SERVICE SCHEDULE DATE PRINCIPAL COUPON INTEREST TOTAL P+I 6/01/1995- - - - 6/01/1996 65,000.00 4.600% 567,478.22 632,478.22 6/01/1997 145,000.00 4.850% 465,570.00 610,570.00 6/01/1998 150,000.00 4.950% 458,537 50 608,537.50 6/01/1999 : 160,000.00 5:000% 451,112 50:. 611,112 50>. 6/01/2000 170,000.00 5.100X 443,112.50 613,112.50 6/01/2001 175,000.00 5.200% 434,442.50 609,442.50 6/01/2002 185,000.00 5.300% 425,342.50 610,342.50 6/01/2003 195,000.00 5.400% 415 537.50 610 537.50 6/01/2004 .i' 205,000:00 ,5.450X 405,00750 <; 610,007:50 ; < 6/01/2005 220,000.00 5.550% 393,835.00 613,835.00 6/01/2006 230,000.00 5.400X 381,625.00 611,625.00 6/01/2007 240,000.00 5.500% 369,205.00 609,205.00 6/01/2008 255,000.00 5.600% 356,005.00 611,005.00 6/01/2009 270,000.00 5.700% 341,725.00 611,725 00 :>< 6/01/2010 285,000.00 5.800% 326,335.00 611,335.00 6/01/2011 300,000.00 5.900% 309,805.00 609,805.00 6/01/2012 320,000.00 6.150% 292,105.00 612,105.00 6/01/2013 340,000.00 6.150% 272,425.00 612,425.00 6/01/2014 '; 360,000.00 6.150% 251,51500::: 611,515:00 6/01/2015 380,000.00 6.250% 229,375.00 609,375.00 6/01/2016 250,000.00 6.250% 205,625.00 455,625.00 6/01/2017 265,000.00 6.250% 190,000.00 455,000.00 6/01/2018 280,000.00 6.250% 173,437.50 453,437.50 6/01/2019 295,000.00 6.250X. 155,937.50 450,937.50 `< 6/01/2020 315,000.00 6.250% 137,500.00 452,500.00 6/01/2021 335,000.00 6.250% 117,812.50 452,812.50 6/01/2022 355,000.00 6.250% 96,875.00 451,875.00 6/01/2023 375,000.00 6.250X 74,687.50 449,687.50 6/01/2024 400,000.00 6.250% 51,250.00 451,250:00 6/01/2025 420,000.00 6.250% 26,250.00 446,250.00 TOTAL 7,940,000.00 - 8,819,470.72 16,759,470.72 YIELD STATISTICS Accrued Interest from 03/15/1995 to 04/19/199544,252.89 Bond Year Dollars $144,971.22 Average Life 18.258 Years Average Coupon 6.0836010% Net Interest Cost (NIC) 6.1743252% True Interest Cost (TIC) 6.1841964% Bond Yield for Arbitrage Purposes 6.1339457% All Inclusive Cost (AIC) 6.6225123% IRS FORM 8038 Net Interest Cost 6.1297454% Weighted Average Maturity 18.257 Years FILE = RROCK-COMBC095 3/28/1995 4:11 PM City of Round Rock, Texas Analysis of Bond Insurance: $7,940,000 C/O's, Series 1995 Gross Debt Service Expense Open Market Sale, Uninsured "A" Scale: ( $ 17,247,519 A. Open market Sale, Insured Scale: Plus: Bond Insurance Premium: $ 16,759,471 $ 39,000 $ 16,798,4711 B. Net Benefit from Insurance: I $ 449,048 1 A. minus B.