G-07-01-25-8B1 - 1/25/20079 -C7 -Qi -a 5- -88
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF
ROUND ROCK, TEXAS HOTEL OCCUPANCY TAX REVENUE REFUNDING
BONDS, SERIES 2007; APPROVING AND AUTHORIZING AN OFFICIAL
STATEMENT AND THE DISTRIBUTION THEREOF; AUTHORIZING THE
EXECUTION OF A BOND PURCHASE AGREEMENT, A PAYING
AGENT/REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT; CALLING
CERTAIN BONDS FOR REDEMPTION AND APPROVING AND AUTHORIZING ALL
OTHER INSTRUMENTS AND PROCEDURES RELATED THERETO
Adopted January 25, 2007
ORDINANCE NO. 6. ' 07 -01 -As -g8)
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF
ROUND ROCK, TEXAS HOTEL OCCUPANCY TAX REVENUE REFUNDING
BONDS, SERIES 2007; APPROVING AND AUTHORIZING AN OFFICIAL
STATEMENT AND THE DISTRIBUTION THEREOF; AUTHORIZING THE
EXECUTION OF A BOND PURCHASE AGREEMENT, A PAYING
AGENT/REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT; CALLING
CERTAIN BONDS FOR REDEMPTION AND APPROVING AND AUTHORIZING ALL
OTHER INSTRUMENTS AND PROCEDURES RELATED THERETO
Table of Contents Page
RECITALS 1
Section 1. DEFINITIONS 2
Section 2. AMOUNT AND PURPOSE OF THE BONDS 2
Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS,
AND MATURITIES OF THE BONDS 2
Section 4. INTEREST. 3
Section 5. REDEMPTION AND NOTICE OF REDEMPTION AND DEFEASANCE 4
Section 6. CHARACTERISTICS OF THE BONDS 5
(a) Registration, Transfer, and Exchange; Authentication 5
(b) Payment of the Bonds and Interest 6
(c) In General
6
(d) Substitute Paying Agent/Registrar 6
(e) Book -Entry -Only System for the Bonds 7
(f) Successor Securities Depository;
Transfers Outside Book -Entry -Only Systems 7
(g) Payments to Cede & Co. 8
(h) DTC Letter of Representation 8
(i) Initial Bond 8
Section 7. FORM OF BOND 8
Section 8. SECURITY OF BONDS AND ADDITIONAL PARITY OBLIGATIONS
AND PLEDGE OF PLEDGED REVENUES 8
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Page
Section 9. SPECIAL FUNDS 9
Section 10. REVENUE FUND 9
(a) Revenue Fund 9
(b) Debt Service Fund 9
Section 11. FLOW OF FUNDS 9
Section 12. RESERVE FUND 10
Section 13 APPLICATION OF BOND PROCEEDS AND OTHER FUNDS 13
Section 14. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME - SECURITY OF FUNDS 13
Section 15. GENERAL COVENANTS 13
(a) Performance
13
(b) City's Legal Authority 13
(c) Title 14
(d) Further Encumbrance 14
(e) Sale or Disposal of Property 14
(f) Insurance 14
(g) Governmental Agencies 15
(h) Collections and Rates 15
(i) Pledge of Hotel Tax 16
Section 16. RECORDS AND ACCOUNTS, ANNUAL AUDIT AND OTHER
INFORMATION 16
Section 17. COVENANTS REGARDING TAX EXEMPTION OF INTEREST
ON THE BONDS. 16
(a) Covenants 16
(b) Rebate Fund 17
(c) Proceeds 18
(d) Disposition of Project 18
Section 18. CONTINUING DISCLOSURE UNDERTAKING 18
(a) Annual Reports 18
(b) Material Event Notices 19
(c) Limitations, Disclaimers, and Amendments 19
Section 19. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS 20
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Page
Section 20. FURTHER REQUIREMENTS FOR
ADDITIONAL PARITY OBLIGATIONS 21
Section 21. REFUNDING BONDS 22
Section 22. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS 22
Section 23. LIMITED OBLIGATIONS OF THE CITY 22
Section 24. REMEDIES IN EVENT OF DEFAULT 23
Section 25. DEFEASANCE OF THE BONDS 24
Section 26. DAMAGED, MUTILATED, LOST, STOLEN,
OR DESTROYED BONDS 25
(a) Replacement Bonds 25
(b) Application for Replacement Bonds 25
(c) No Default Occurred 25
(d) Charges for Issuing Replacement Bonds 25
(e) Authority for Issuing Replacement Bonds 25
Section 27. AMENDMENT OF ORDINANCE 26
Section 28. SALE AND DELIVERY OF THE BONDS 28
Section 29. CUSTODY, APPROVAL, AND REGISTRATION OF
BONDS; BOND COUNSEL'S OPINION,
BOND INSURANCE, AND CUSIP NUMBERS 28
Section 30. APPROVAL OF OFFICIAL STATEMENT, PAYING AGENT/
REGISTRAR AGREEMENT AND ESCROW AGREEMENT 28
(a) Official Statement 28
(b) Paying Agent/Registrar Agreement 29
(c) Escrow Agreement 29
Section 31 NOTICES OF REDEMPTION 29
Section 32 NOTICE TO PAYING AGENT 29
Section 33 ADDITIONAL BOND INSURANCE PROVISIONS 29
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Page
Section 34 UNAVAILABILITY OF AUTHORIZED PUBLICATION 29
Section 35. FURTHER ACTIONS 29
Section 36. INTERPRETATIONS 30
Section 37. INCONSISTENT PROVISIONS 30
Section 38. INTERESTED PARTIES 30
Section 39. INCORPORATION OF RECITALS. 30
Section 40. SEVERABILITY. 30
Section 41. NO PERSONAL LIABILITY 30
Section 42. REPEALER 31
Section 43. PAYMENT OF ATTORNEY GENERAL FEE 31
Section 44. CREDIT AGREEMENTS 31
Section 45. EFFECTIVE DATE 31
Signatures and Seal
Exhibit A - Definitions
Exhibit B - Form of Bond
Exhibit C - Notice of Defeasance and Redemption
Exhibit D - Description of Annual Financial Information
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ORDINANCE NO.
ORDINANCE BY THE CITY COUNCIL OF THE CITY OF ROUND ROCK, TEXAS
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CITY OF ROUND
ROCK, TEXAS HOTEL OCCUPANCY TAX REVENUE REFUNDING BONDS, SERIES
2007; APPROVING AND AUTHORIZING AN OFFICIAL STATEMENT AND THE
DISTRIBUTION THEREOF; AUTHORIZING THE EXECUTION OF A BOND
PURCHASE AGREEMENT, A PAYING AGENT/REGISTRAR AGREEMENT AND AN
ESCROW AGREEMENT; CALLING CERTAIN BONDS FOR REDEMPTION AND
APPROVING AND AUTHORIZING ALL OTHER INSTRUMENTS AND
PROCEDURES RELATED THERETO
STATE OF TEXAS §
COUNTIES OF TRAVIS AND WILLIAMSON §
CITY OF ROUND ROCK §
WHEREAS, the City has outstanding its "Hotel Occupancy Tax Revenue Bonds, Series 1999
(Convention Center Complex Project") (the "Series 1999 Bonds"); and
WHEREAS, the City Council of the City deems it advisable and in the best interest of the
City to refund the Series 1999 Bonds (the "Refunded Bonds") in order to achieve a net present value
debt service savings of % of the principal amount of the Refunded Bonds and a gross debt
service savings of $ all in accordance with the provisions of Chapter 1207, Texas
Government Code, as amended ("Chapter 1207"); and
WHEREAS, the City now desires to issue refunding bonds to refund all of the outstanding
Refunded Bonds and to call for redemption the Refunded Bonds on the first available redemption
date; and
WHEREAS, Chapter 1207 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 ofpayment (paying agent) for the Refunded Bonds or a commercial bank or trust company, 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, Chapter 1207 further authorizes the City to enter into an escrow agreement
with a paying agent for the Refunded Bonds or commercial bank or trust company with respect to
the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon
such terms and conditions as the City and such paying agent may agree, provided that such deposits
may be invested and reinvested in Defeasance Securities, as defined herein; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the
type authorized and permitted by said Chapter 1207; and
RROCK/HO1RevRefg2007: Ordinance
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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: and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was adopted was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ROUND ROCK, TEXAS THAT:
Section 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to this
Ordinance have the meanings assigned to them in Exhibit "A".
Section 2. AMOUNT AND PURPOSE OF THE BONDS. The Bond or Bonds of the City
further described in Section 3(a) of this Ordinance and herein defined as the Bonds are hereby
authorized to be issued and delivered in the aggregate principal amount of $ FOR THE
PURPOSE OF (I) REFUNDING THE "REFUNDED BONDS" AND (II) PAYING THE
COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS.
Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF THE BONDS. (a) Each bond issued pursuant to this Ordinance for the
purpose described in Section 2 of this Ordinance shall be designated: "CITY OF ROUND ROCK,
TEXAS HOTEL OCCUPANCY TAX REVENUE REFUNDING BOND, SERIES 2007", and
initially there shall be issued, sold, and delivered hereunder fully registered Bonds, without interest
coupons, dated January 15, 2007, in the Authorized Denominations and principal amounts hereinafter
stated, numbered consecutively from R-1 upward (except the initial Bond delivered to the Attorney
General of the State of Texas which shall be numbered T-1), payable to the respective initial
registered owners thereof (as designated 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 the Bonds shall mature and be payable serially on December 1 in each of the years and in the
principal amounts, respectively, as set forth in the following schedule:
Year
2007
2008
2009
2010
2011
2012
2013
2014
2015
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Principal Amount
2016
2017
2018
2019
2020
2021
2022
2023
2024
(b) The term "Bonds" as used in this Ordinance shall mean and include the Bonds initially
issued and delivered pursuant to this Ordinance and all substitute Bonds exchanged therefor, as well
as all other substitute Bonds and replacement Bonds issued pursuant hereto, and the term "Bond"
shall mean any of the Bonds.
Section 4. INTEREST. The Bonds scheduled to mature during the years, respectively, set
forth below shall bear interest from the dates specified in the FORM OF BOND set forth in Exhibit
"13" to this Ordinance to their respective dates of maturity or redemption prior to maturity in the
manner and at the following rates per annum:
Year of Maturity
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
Interest Rate
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND
set forth in Exhibit "B" to this Ordinance.
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Section 5. REDEMPTION AND NOTICE OF REDEMPTION AND DEFEASANCE.
(a) The City reserves the right to and shall redeem the Bonds on the dates and in the manner set forth
in the FORM OF BOND set forth in Exhibit "B" to this Ordinance.
(b) The City shall give notice of any such redemption in the manner set forth in Exhibit "B".
In addition to the Notice of Redemption required to be given in Exhibit "B", the City Secretary shall
give notice of redemption or defeasance to the Paying Agent/Registrar at least 45 days prior to a
redemption date in the case of a redemption and on the defeasance date in the case of a defeasance
and the Paying Agent/Registrar shall give notice ofredemption or of defeasance of the Bonds by mail,
first-class postage prepaid at least thirty (30) days prior to a redemption date and within thirty (30)
days after a defeasance date to each registered securities depository and to any national information
service that disseminates such notices. In addition, in the event of a redemption caused by an advance
refunding of the Bonds, the Paying Agent/Registrar shall send a second notice of redemption to the
persons specified in the immediately preceding sentence at least thirty (30) days but not more than
ninety (90) days prior to the actual redemption date. Any notice sent to the registered securities
depositories or such national information services shall be sent so that they are received at least two
(2) days prior to the general mailing or publication date of such notice. The Paying Agent/Registrar
shall also send a notice of prepayment or redemption to the registered owner of any Bond who has
not sent the Bonds in for redemption sixty (60) days after the redemption date.
(c) Each notice of redemption or defeasance, whether required in the FORM OF BOND or
in this Section, shall contain a description of the Bonds to be redeemed or defeased including the
complete name of the Bonds, the date of issue, the interest rate, the maturity date, the CUSIP
number, the certificate numbers, the amounts called of each certificate, the publication and mailing
date for the notice, the date of redemption or defeasance, the redemption price, if any, the name of
the Paying Agent/Registrar and the address at which the Bonds may be redeemed or paid, including
a contact person and telephone number.
(d) With respect to any optional redemption of the Bonds, unless certain prerequisites to
such redemption required by this Ordinance have been met and moneys sufficient to pay the principal
of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the
Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that
said redemption may, at the option of the City, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed
for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional
notice ofredemption is given and such prerequisites to the redemption and sufficient moneys are not
received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given,
to the effect that the Bonds have not been redeemed.
(e) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner.
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Section 6. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, and
Exchange; Authentication. The City shall keep or cause to be kept at the designated office for
payment of The Bank of New York Trust Company, National Association in Dallas, Texas (the
"Paying Agent/Registrar") books or records for the registration of the transfer 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
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 and exchanges as
herein provided. The Paying Agent/Registrar Agreement between the City and the Paying
Agent/Registrar, in substantially the form presented to the City Council at the meeting at which this
Ordinance was considered, is hereby approved and the Mayor and City Secretary of the City are
hereby authorized to execute the Paying Agent/Registrar Agreement and approve any changes in the
final form thereof
The Paying Agent/Registrar shall obtain and record in the Registration Books the address of
the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as
herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar
in writing of the address to which payments shall be mailed, and such interest payments shall not be
mailed unless such notice has been given. To the extent possible and under reasonable circumstances,
all transfers of the Bonds shall be made within three business days after request and presentation
thereof. The City shall have the right to inspect the Registration Books during regular business hours
of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration
Books confidential and, unless otherwise required by law, shall not permit their inspection by any
other entity. The Paying Agent/Registrar's standard or customary fees and charges for making such
registration, transfer, exchange and delivery of a substitute Bond or Bonds shall be paid as provided
in the FORM OF BOND set forth in Exhibit "B" to this Ordinance. Registration of assignments,
transfers and exchanges of the Bonds shall be made in the manner provided and with the effect stated
in the FORM OF BOND set forth in Exhibit "B" to this Ordinance. Each substitute Bond shall bear
a letter and/or number to distinguish it from each other.
Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's
Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless such
Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and
surrendered for transfer 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 transfer and exchange of any Bond or portion thereof, and the Paying Agent/Registrar
shall provide for the preparation, execution and delivery of the substitute Bonds in the manner
prescribed herein. Pursuant to Chapter 1206, Texas Government Code, as amended, the duty of
transfer and exchange ofBonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and,
upon the execution of said Certificate, the transferred 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.
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(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all
as provided in this Ordinance and the Indenture. 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.
(c) In General. The Bonds (i) shall be issued in fully registered foinj, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered owners
thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be transferred and
assigned, (iv) may be exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be
signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds 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 Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND set forth in Exhibit "B" to this Ordinance.
The Bonds 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 Bond issued in 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 entity to act as and perform the services
of Paying Agent/Registrar and Trustee for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity; however, the Trustee and Paying Agent/Registrar may be separate
entities. The City reserves the right to, and may, at its option and to the extent permitted by law, (i)
act in the capacity of Paying Agent/Registrar or (ii) 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 assume the duties or 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 ofthis Ordinance and the Indenture,
and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. The
provisions regarding the Trustee and substitution of the Trustee are governed by the Indenture.
RROCK/HOiRevRefg2007: Ordinance
(e) Book -Entry -Only System. The Bonds issued in exchange for the Bonds initially issued
as provided in Section 6(i) shall be issued in the form of a separate single fully registered Bond for
each of the maturities thereof registered in the name of Cede & Co., as nominee of The Depository
Trust Company of New York ("DTC") and except as provided in subsection (f) hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf
DTC was created to hold securities to facilitate the clearance and settlement of securities transactions
among DTC participants (the "DTC Participant") or to any person on behalf of whom such a DTC
Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the
City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
accuracy ofthe 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 in
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 ofthe 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
RROCK/HOTRevRe£g2007: Ordinance 7
to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in
the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the
name of the successor securities depository, or its nominee, or in whatever name or names the
Registered Owner transferring or exchanging Bond shall designate, in accordance with the provisions
of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, and interest on such Bond and all notices with respect to such
Bond shall be made and given, respectively, in the manner provided in the Letter of Representations
of the City to DTC.
(h) DTC Letter of Representation. The officers of the City have previously executed a
Blanket Letter of Representations for and on behalf of the City and the City acknowledges the use
of such Blanket Letter with DTC in establishing the Book -Entry -Only System with respect to the
Bonds.
(i) Initial Bond. The Bonds herein authorized shall initially be issued as a fully registered
bond, being one bond (hereinafter called the "Initial Bond"). The Initial Bond shall be registered in
the name ofthe Purchaser or the designees thereof as set forth in Section 29 hereof. The Initial Bond
shall be submitted to the Office of the Attorney General of the State of Texas for approval and
registration by the Office of the Comptroller of Public Accounts of the State of Texas and delivered
to the Purchaser Immediately after the delivery of the Initial Bond on the closing date, the Registrar
shall cancel the Initial Bond 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 6(f), all of the outstanding Bonds shall be registered in
the name of Cede & Co., as nominee of DTC.
Section 7. FORM OF BOND. The form of each 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 only to the
Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially
in the form set forth in Exhibit "B" hereto, with such appropriate variations, omissions or insertions
as are permitted or required by this Ordinance.
Section 8. SECURITY OF BONDS AND ADDITIONAL PARITY OBLIGATIONS
AND PLEDGE OF PLEDGED REVENUES. The Bonds shall be entitled to the security and
benefits of this Ordinance. The City hereby covenants and agrees that the Pledged Revenues are
hereby irrevocably pledged to the payment and security of the Bonds and any Additional Parity
Obligations. Any Additional Parity Obligations may be further secured and payable from reserve and
pledged funds as provided in the Supplemental Ordinance authorizing any such Additional Parity
Obligations. The Parity Obligations, and the interest thereon, shall constitute a lien on and pledge
ofthe Pledged Revenues and the lien is hereby created on the Pledged Revenues for the payment and
RROCK/HOTRevRefg2007: Ordinance 8
security ofthe Parity Obligations which lien shall be superior to the lien on and pledge ofthe Pledged
Revenues securing payment of any Subordinate Lien Obligations hereafter issued by the City.
Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the
Pledged Revenues granted by the City under this Section of the Ordinance, and such pledge is
therefore valid, effective and perfected. If Texas law is amended at any time while the Bonds are
outstanding and unpaid such that the pledge of the Pledged Revenues granted by the City under this
Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then
in order to preserve to the registered owners of the Bonds the perfection of the security interest in
said pledge, the City agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code
and enable a filing to perfect the security interest in said pledge to occur.
Section 9. SPECIAL FUNDS. The creation ofthe Revenue Fund and Debt Service Fund
by the City for the benefit of the Parity Obligations are hereby confirmed. The creation of the
Reserve Fund for the benefit of the Parity Obligations is hereby authorized.
Section 10. REVENUE FUND AND DEBT SERVICE FUND. (a) Revenue Fund. The
City hereby covenants and agrees that while any Parity Obligations are outstanding the Pledged
Revenues shall be deposited and credited to the Revenue Fund as provided in this Ordinance.
(b) Debt Service Fund. Money in the Debt Service Fund shall be used to pay the principal of,
redemption premium, if any, and interest on the Parity Obligations as the same become due and
payable. Money in this fund is pledged to secure the equal and ratable payment of all Parity
Obligations. Accrued interest and capitalized interest, if any, received from the purchaser of any
Parity Obligation shall be taken into consideration and reduce the amount ofthe deposits and credits
required into the Debt Service Fund.
Section 11. FLOW OF FUNDS. All Pledged Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required and in the priority as set forth
below.
FIRST: to the payment ofthe amounts required to be deposited in the Debt Service Fund for
the payment of principal of, premium, if any, and interest on the Parity Obligations as the same
become due and payable (whether at Stated Maturity or upon redemption). The City shall deposit
into the Debt Service Fund an amount equal to 100% of the amount required to pay fully the next
scheduled interest and principal and redemption payments for the Parity Obligation coming due in
such year.
SECOND: pro rata to the payment of the amounts required to be deposited to (a) the
Reserve Fund created by this Ordinance to accumulate and maintain the Required Reserve Amount
and (b) each other reserve fund created and established to maintain a reserve in accordance with the
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provisions of any Supplemental Ordinance relating to the issuance of any Additional Parity
Obligations hereafter issued by the City.
THIRD: to the payment of Subordinate Lien Obligations.
FOURTH: all remaining Pledged Revenues shall be transferred to the Revenue Fund to be
used for any lawful purpose.
If on any occasion there shall not be sufficient Pledged Revenues (after making all payment
pertaining to all Parity Obligations) to make the required deposits and credits to the Debt Service
Fund and the Reserve Fund, then such deficiency shall be cured as soon as possible from the next
available unallocated Pledged Revenues and such deposits and credits shall be in addition to the
amounts otherwise required to be deposited and credited to these Funds.
Subject to making the deposits and credits required by this Ordinance, or any Supplemental
Ordinance authorizing the issuance of Additional Parity Obligations, or the payments and credits
required by the provisions ofthe ordinances authorizing the issuance of Subordinate Lien Obligations
hereafter issued by the City, the excess Pledged Revenues may be used for any lawful purpose.
Section 12. RESERVE FUND. (a) To accumulate and maintain a reserve for the payment
of any Parity Obligations equal to the Average Annual Debt Service Requirements of the Parity
Obligations (calculated by the City at the beginning of each Fiscal Year or as otherwise provided in
this Ordinance) (the "Required Reserve Amount"), the Reserve Fund has been established and shall
be maintained by the City. Earnings and income derived from the investment of amounts held for the
credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the
Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of
the Reserve Fund. The City shall deposit and credit to the Reserve Fund amounts required to
maintain the balance in the Reserve Fund in an amount equal to the Required Reserve Amount in
amounts equal to not less than 1/60th ofthe Required Reserve Amount or by the deposit ofa Reserve
Fund Obligation. There shall be deposited into the Reserve Fund any Reserve Fund Obligations so
designated by the City. All funds, investments and Reserve Fund Obligations on deposit and credited
to the Reserve Fund shall be used solely for (i) the payment of the principal of and interest on the
Parity Obligations, when and to the extent other funds available for such purposes are insufficient,
(ii) to make Reserve Fund Obligation payments and (iii) to retire the last Stated Maturity or Stated
Maturities of or interest on the Parity Obligations.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the
Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the
Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve
Amount, the City covenants and agrees that the City shall cure the deficiency in the Reserve Fund by
resuming the deposits to such Fund from the Pledged Revenues by monthly deposits and credits in
amounts equal to not less than 1/60th of the Required Reserve Amount with any such deficiency
payments being made on or before each interest payment date until the Required Reserve Amount
has been fully restored; provided, however, that no such deposits shall be made into the Reserve Fund
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during any six month period beginning on an interest payment date until there has been deposited into
the Debt Service Fund the full amount required to be deposited therein by the next following semi-
annual payment date, as the case may be. In addition, in the event that a portion of the Required
Reserve Amount is represented by a Reserve Fund Obligation, the Required Reserve Amount shall
be restored as soon as possible from monthly deposits ofPledged Revenues on deposit in the Revenue
Fund, but subject to making the full deposits and credits to the Debt Service Fund required to be
made by the next following interest payment date, as the case may be. The City further covenants
and agrees that, subject only to the prior deposits and credits to be made to the Debt Service Fund,
the Pledged Revenues shall be applied and appropriated and used to establish and maintain the
Required Reserve Amount, including by paying Reserve Fund Obligation Payments when due, and
to cure any deficiency in such amounts as required by the terms of this Ordinance.
During such time as the Reserve Fund contains the Required Reserve Amount, or any cash
is replaced with a Reserve Fund Obligation pursuant to subsection (c) below, the City may, at its
option, withdraw all surplus funds in the Reserve Fund and deposit such surplus in the Debt Service
Fund or otherwise use such amount in any manner permitted by law.
(c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required
Reserve Amount for the Parity Obligations may be used in lieu of depositing cash into the Reserve
Fund. In addition, a Reserve Fund Obligation may be substituted for monies and investments in the
Reserve Fund if the substitution of the Reserve Fund Obligation will not, in and of itself, cause any
ratings then assigned to the Parity Obligations by any rating agency to be lowered and the ordinance
authorizing the substitution of the Reserve Fund Obligation for all or part of the Required Reserve
Amount contains a finding that such substitution is cost effective.
(d) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety
bond or insurance policy meeting the requirements described below.
(1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of the
Holders, by a company licensed to issue an insurance policy guaranteeing the timely payment
of debt service on the Parity Obligations (a "municipal bond insurer") if the claims paying
ability of the issuer thereof shall be rated "AAA" or "Aaa", respectively, by S&P and
Moody's, or (ii) a surety bond or insurance policy issued to the Paying Agent/Registrar, as
agent of the Holders, by an entity other than a municipal bond insurer, if the form and
substance of such instrument and the issuer thereof shall be approved in writing by each Bond
Insurer of record.
(2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or
draws upon such Reserve Fund Obligation in accordance with its terms, including expenses
incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve
Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as
provided in this Section. The Reserve Fund Obligation shall provide for a revolving feature
under which the amount available thereunder will be reinstated to the extent of any
reimbursement of draws or claims paid. If the revolving feature is suspended or terminated
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for any reason, the right of the issuer of the Reserve Fund Obligation to reimbursement will
be subordinated to the cash replenishment of the Reserve Fund to an amount equal to the
difference between the full original amount available under the Reserve Fund Obligation and
the amount then available for further draws or claims. In the event (a) the issuer of a Reserve
Fund Obligation becomes insolvent, or (b) the issuer of a Reserve Fund Obligation defaults
in its payment obligations thereunder, or (c) the claims paying ability of the issuer of the
insurance policy or surety bond falls below "AAA" or "Aaa", by S&P and Moody's,
respectively, the obligation to reimburse the issuer of the Reserve Fund Obligation shall be
subordinated to the cash replenishment of the Reserve Fund.
(3) In the event (a) the revolving reinstatement feature described in the preceding paragraph
is suspended or terminated, or (b) the rating of the claims paying ability of the issuer of the
surety bond or insurance policy falls below "AAA" or "Aaa", by S&P and Moody's,
respectively, the City shall either (i) deposit into the Reserve Fund, in accordance with this
Section, an amount sufficient to cause the cash or investments credited to the Reserve Fund
to accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety
bond or insurance policy meeting the requirements of 1 and 2 above, within six months of
such occurrence. In the event (a) the rating of the claims -paying ability of the issuer of the
surety bond or insurance policy falls below "A" by S&P and Moody's, or (b) the issuer of the
Reserve Fund Obligation defaults in its payment obligations hereunder, or (c) the issuer of the
Reserve Fund Obligation becomes insolvent, the City shall either (i) deposit into the Reserve
Fund, in accordance with this Section, amounts sufficient to cause the cash or investments on
deposit in the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace
such instrument with a surety bond or insurance policy meeting the requirements of 1 and 2
above within six months of such occurrence.
(4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any
Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund Obligation in
accordance with its terms not later than three days (or such appropriate time period as will,
when combined with the timing of required payment under the Reserve Fund Obligation,
ensure payment under the Reserve Fund Obligation on or before the interest payment date)
prior to each date upon which the principal of or interest on the Parity Obligations will be
due.
It is recognized that a Reserve Fund Obligation may be issued which is payable only with
respect to a part of the Bonds or Parity Obligations with the remainder of the Required Reserve
Amount being satisfied by monies and investments and in that case any draws upon the Reserve Fund
will have to be made on a pro -rata basis. Therefore, (i) draws upon one or more such Reserve Fund
Obligations shall be made on a pro -rata basis with cash and investments available in the Reserve Fund
and (ii) deposits and credits to the Reserve Fund to restore it to the Required Reserve Amount shall
be utilized on a pro -rata basis to pay Reserve Fund Obligation Payments to reimburse the issuers of
the Reserve Fund Obligations, thus restoring that part of the Required Reserve Amount, and to
restore with cash and investments the balance of the Required Reserve Amount.
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Section 13. APPLICATION OF BOND PROCEEDS AND OTHER FUNDS. (a)
Proceeds from the sale of the Bonds will be disbursed in accordance with this Section.
(b) Moneys received from the Purchaser of the Bonds representing accrued interest on the
Bonds from their date to the date of their actual delivery shall be deposited into the Debt Service
Fund.
(c) Moneys necessary to defease and redeem the Refunded Bonds shall be deposited into the
Escrow Fund.
(d) Any remaining Bond proceeds after making the other deposits shall be used to pay costs
of issuance.
Section 14. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME - SECURITY OF FUNDS. Moneys in all funds, accounts and
subaccounts established pursuant to this Ordinance and any supplement or ordinance will be held
uninvested or invested and secured in the manner prescribed by State law for such funds and in
accordance with the applicable supplement or ordinance and written policies adopted by the City.
The investments of each account and subaccount shall be made under conditions that will timely
provide money sufficient to satisfy the City's obligations hereunder and under any supplement.
Money in all funds, accounts and subaccounts established pursuant to this Ordinance and any
supplement or ordinance may be combined for investment purposes, as directed by the City. Such
treatment does not constitute a commingling of the money in such accounts and subaccounts and the
City shall keep or cause to be kept full and complete records indicating the money, investments and
securities credited to each such account and subaccount. Any profits or losses from investments shall
be credited or charged, respectively, on a pro rata basis among the accounts and other sources of
money from which such investment was made.
Section 15. 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 any ordinance authorizing the issuance ofParity Obligations,
including this Ordinance, and in each and every Parity Obligation; it will promptly pay or cause to be
paid the principal of and interest on every Parity Obligation on the dates and in the places and manner
prescribed in such ordinances, indentures and obligations; and it will, at the times and in the manner
prescribed, deposit and credit or cause to be deposited and credited the amounts required to be
deposited and credited to the Funds as provided in this Ordinance.
(b) City's Legal Authority. It 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; that
all action on its part for the creation and issuance of the Bonds has been duly and effectively taken,
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and that the Bonds in the hands of the Holders thereof are and will be valid and enforceable special
obligations of the City payable in accordance with their terms.
(c) Title. It has lawful title to the lands, buildings, structures and facilities constituting the
Convention Center Complex, that it warrants that it will defend the title to all the aforesaid lands,
buildings, structures and facilities, and every part thereof, 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 and Additional Parity Obligations in the manner prescribed herein, and has lawfully
exercised such rights.
(d) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it will
not additionally encumber the Pledged Revenues in any manner, except as permitted in this Ordinance
and the Indenture in connection with Additional Parity Obligations, unless said encumbrance is made
junior and subordinate in all respects to the liens, pledges, covenants and agreements of this
Ordinance and the Indenture; but the right of the City to issue or incur obligations payable from a
subordinate lien on the Pledged Revenues is specifically recognized and retained.
(e) Sale or Disposal of Property. While the Parity Obligations are outstanding and unpaid,
it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise
dispose ofthe Convention Center Complex except as set forth in the Lease Agreement.
(f) Insurance. (1) General. It shall cause to be insured such parts ofthe Convention Center
Complex as would usually be insured by municipal corporations operating like properties, with a
responsible insurance company or companies, against risks, accidents or casualties against which and
to the extent insurance is usually carried by municipal corporations operating like properties,
including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against
damage by floods, and use and occupancy insurance. Public liability and property damage insurance
shall also be carried unless the City Attorney of the City gives a written opinion to the effect that the
City is not liable for claims which would be protected by such insurance. At any time while any
contractor engaged in construction work shall be fully responsible therefor, the City shall not be
required to carry insurance on the work being constructed if the contractor is required to carry
appropriate insurance. All such policies shall be open to the inspection of the Holders and their
representatives at all reasonable times. Upon the happening of any loss or damage covered by
insurance from one or more of said causes, the City shall make due proof of loss and shall do all
things necessary or desirable to cause the insuring companies to make payment in full directly to the
City. The proceeds of insurance covering such property are hereby pledged as security for the Parity
Obligations and, together with any other funds necessary and available for such purpose, shall be used
forthwith by the City for repairing the property damaged or replacing the property destroyed;
provided, however, that if said insurance proceeds and other funds are insufficient for such purpose,
then said insurance proceeds pertaining to the Convention Center Complex shall be used promptly
as follows:
(i) for the redemption prior to maturity of the Parity Obligations, ratably in the
proportion that the Outstanding principal of each series of Parity Obligations bears to
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the total Outstanding principal of all Parity Obligations, provided that if on any such
occasion the principal of any such series is not subject to redemption, it shall not be
regarded as Outstanding in making the foregoing computation; or
(ii) if none of the Outstanding Parity Obligations is subject to redemption, then for the
purchase on the open market and retirement of said Parity Obligations in the same
proportion as prescribed in the foregoing clause (i), to the extent practicable; provided
that the purchase price for any Parity Obligation shall not exceed the redemption price
of such Parity Obligation on the first date upon which it becomes subject to
redemption; or
(iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at the
time, the insurance proceeds, or the remainder thereof, shall be deposited in a special
and separate trust fund, at a Depository of the City, to be designated the Insurance
Fund. The Insurance Fund shall be held until such time as the foregoing clauses (i)
and/or (ii) can be complied with, or until other funds become available which,
together with the Insurance Fund, will be sufficient to make the repairs or
replacements originally required, whichever of said events occurs first.
(2) Coinsurance. The foregoing provisions of(1) above notwithstanding, the City shall have
authority to enter into coinsurance or similar plans where risk of loss is shared in whole or in part by
the City.
(3) Audit. The annual audit hereinafter required shall contain a note commenting on whether
or not the City has complied with the requirements of this Section with respect to the maintenance
of insurance, and listing all policies carried, and whether or not all insurance premiums upon the
insurance policies to which reference is hereinbefore made have been paid.
(4) Source of Payment. Nothing in this Ordinance shall be construed as requiring the City to
expend any funds which are derived from sources other than the Hotel Tax, but nothing herein shall
be construed as preventing the City from doing so.
(g) 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 Convention
Center Complex, 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 Convention Center Complex.
(h) Collections and Rates. While the Parity Obligations are Outstanding and unpaid, the City
shall not lower or repeal the Hotel Tax and shall diligently pursue the collection of any unpaid Hotel
Tax.
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(i) Pledge of Hotel Tax. The pledge and establishment of the Hotel Tax shall constitute a
continuing obligation of the City with respect to such establishment and a continuing appropriation
of the amounts received. The City shall establish and maintain at all times the Hotel Tax in
accordance with law and shall provide for the collection thereof and segregation and application of
the Pledged Revenues to pay principal and interest while the Parity Obligations are Outstanding.
Section 16. RECORDS AND ACCOUNTS, ANNUAL AUDIT AND OTHER
INFORMATION. The City covenants and agrees that so long as any of the Parity Obligations
remain Outstanding, the City will keep and maintain a separate and complete system of records and
accounts pertaining to the Pledged Revenues in which full, complete, true, proper, and correct entries
shall be made of all dealings, transactions, business and affairs relating thereto, as provided by
generally accepted accounting principles, consistently applied, and by other applicable law. The City
further agrees that, following the close of each Fiscal Year, the City will cause an audit report of such
records and accounts to be made by an Accountant. Copies of each annual audit shall be made
available for public inspection during normal business hours at the City's principal office and the City
Secretary's office and shall be furnished to, upon written request, any Holder.
Section 17. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations described
in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the Prior Bonds or the projects financed or refinanced 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 ofthe proceeds ofthe Bonds or the
Prior Bonds or the projects financed or refinanced 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;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) above hereof exceeds 5 percent of the proceeds of the Bonds or
the Prior Bonds or the projects fmanced or refinanced therewith (less amounts deposited into
a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business
use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3)
of the Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent ofthe proceeds ofthe Bonds (less amounts deposited into a reserve
RROCK/HOTRevRefg2007: Ordinance
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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;
(4) 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;
(5) 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;
(6) 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) ofthe Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 90 (30, in the case of
advance) days,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) 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;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States ofAmerica 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(f) 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.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate
Fund" is hereby established by the City for the sole benefit ofthe United States ofAmerica, and such
fund shall not be subject to the claim of any other person, including without limitation the
bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
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(c) Proceeds. 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 such intention,
the City hereby authorizes and directs the Designated Financial Officer to execute any documents,
certificates or reports required by the Code and to make such elections, on behalf of the City, which
maybe permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Project. The City covenants that the property constituting the projects
refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction
resulting in the receipt by the City of cash or other compensation, unless the City obtains an opinion
ofnationally-recognized bond counsel that such sale or other disposition will not adversely affect the
tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
Section 18. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
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 2007, financial information and operating data with respect to the
City of the general type included in the final Official Statement authorized by Section 12(b) of this
Ordinance, being the information described in Exhibit "D" hereto. Any fmancial 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 fmancial statements is not complete within such period, then the City shall provide to
each NRMSIR and any SID unaudited financial statements for the applicable year by the required
time along with the operating and financial data, and will 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.
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(ii) 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 each NRMSIR, 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:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds;
and
11. Rating changes.
The City shall notify any SID and each NRMSIR, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with subsection (a) of this Section by
the time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) 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 the notice required by Subsection (b) hereof of any Bond calls and
defeasance that cause the City to no longer be such an "obligated person".
(ii) The provisions of this Section are for the sole benefit of the registered owners 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
fmancial 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
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make any representation or warranty concerning such information or its usefulness to a decision to
invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
REGISTERED OWNER 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.
(iv) 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.
(v) 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 registered owners 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 registered owners and beneficial owners ofthe 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 subsection (a) of this Section an explanation, in narrative form, of the reason for
the amendment and ofthe impact of any change in the type offinancial 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 fmal
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.
Section 19. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (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 or other obligations (herein called
"Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of (i)
expanding, improving, equipping or repairing the Convention Center Complex, (ii) any other projects
or purposes that are a lawful use of the Hotel Tax or (iii) refunding of any Parity Obligations or
Subordinate Lien Obligations. Such Additional Parity Obligations, if and when authorized, issued and
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delivered in accordance with this Ordinance, shall be secured by and made payable equally and ratably
on a parity with all other Outstanding Parity Obligations, from the lien on and pledge of the Pledged
Revenues herein granted.
(b) The Debt Service Fund shall secure and be used to pay all Parity Obligations. However,
each ordinance under which Additional Parity Obligations are issued shall provide and require that,
in addition to the amounts required by the provisions of this Ordinance and the provisions of any
other Supplemental Ordinance authorizing Additional Parity Obligations to be deposited to the credit
of the Debt Service Fund, the City shall deposit to the credit of the Debt Service Fund at least such
amounts as are required for the payment of all principal of and interest on said Additional Parity
Obligations then being issued, as the same come due.
(c) Each supplemental ordinance authorizing Additional Parity Obligations shall provide and
require that in addition to the amounts required by the provisions of this Ordinance the City shall
deposit to the credit of the Reserve Fund at least such amounts as are required to accumulate and
maintain the Required Reserve Amount taking into account the Additional Parity Obligations.
(d) The City may create and establish other pledged funds pursuant to the provisions of any
Supplemental Ordinance authorizing the issuance of Additional Parity Obligations for the purpose of
securing that particular issue or series of Parity Obligations or any specific group, issue or series of
Parity Obligations and the amounts once deposited or credited to said pledged funds shall no longer
constitute Pledged Revenues and shall be held solely for the benefit of the Holders of the particular
Parity Obligations for which such pledged funds were established. The City hereby confirms the
establishment of the Pledged Funds to secure the Bonds. Pledged funds shall be designated in such
manner as is necessary to identify the Parity Obligations secured and to distinguish such pledged
funds from the Pledged Funds securing the Bonds and the pledged funds created for the benefit of
other Parity Obligations.
Section 20. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS. Additional Parity Obligations shall be issued only in accordance with this
Ordinance, but notwithstanding any provisions ofthis Ordinance to the contrary, no installment, series
or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The City Manager and the City Secretary ofthe City 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
Outstanding Parity Obligations, and the ordinances authorizing same, and that the Debt Service Fund,
and the Reserve Fund contains the amount then required to be therein.
(b) The Designated Financial Officer of the City provides a written certificate to the effect
that, during either the next preceding Fiscal Year, or any twelve consecutive calendar month period
ending not more than ninety days prior to the passage of the ordinance authorizing the issuance of
the then proposed Additional Parity Obligations, the Pledged Revenues were, in the opinion thereof,
at least equal to the sum of 1.40 times the Maximum Annual Debt Service Requirements (computed
on a Fiscal Year basis), including Amortization Installments, of the Parity Obligations and the
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Additional Parity Obligations to be Outstanding after the issuance of the then proposed Additional
Parity Obligations and 1.00 times the maximum annual debt service requirement (computed in the
same manner as for Parity Obligations) of the Subordinate Lien Obligations to be outstanding after
the issuance of the then proposed Additional Parity Obligations.
(c) In making a determination of Pledged Revenues for any of the purposes described in this
Section, the Designated Financial Officer may take into consideration a change in the rates and
charges in connection with the Pledged Revenues that became effective at least 60 days prior to the
last day ofthe period for which Pledged Revenues are determined and, for purposes of satisfying the
Pledged Revenues tests described above, make a pro forma determination ofthe Pledged Revenues
for the period of time covered by said Designated Financial Officer's certification or opinion based
on such change in rates and charges being in effect for the entire period covered by said Designated
Financial Officer's certificate or opinion.
Section 21. REFUNDING BONDS. The City reserves the right to issue Additional Parity
Obligations to refund all or any part of the outstanding Parity Obligations or any other obligations
of the City payable, in whole or in part, from the Pledged Revenues, pursuant to any law then
available, upon such terms and conditions as the City Council may deem to be in the best interest of
the City and its inhabitants, and, unless all of the then outstanding Parity Obligations are refunded,
the conditions precedent prescribed for the issuance of Additional Parity Obligations and the
representations and certifications required in Sections 19 and 20 shall be satisfied and shall give effect
to the Maximum Annual Debt Service Requirements of the proposed refunding Additional Parity
Obligations (but shall not give effect to the Maximum Annual Debt Service Requirements of the
obligations being refunded following their cancellation or provision being made for their payment);
provided, however, if as a result of such refunding the Annual Debt Service Requirements are not
increased in any Fiscal Year, the City shall not be required to satisfy the requirements of Section 20(b)
as a requirement for the issuance of such refunding Additional Parity Obligations. In connection with
such refunding the amount and value of the Required Reserve Amount shall be recalculated taking
into account the Parity Obligations being refunded.
Section 22. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City hereby
reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien
Obligations, payable from and equally and ratably secured, in whole or in part, by a lien on and pledge
of the Pledged Revenues, subordinate and inferior in rank and dignity to the lien on and pledge of
such Pledged Revenues securing the payment of the Parity Obligations, as may be authorized by the
laws of the State of Texas.
Section 23. LIMITED OBLIGATIONS OF THE CITY. The Parity Obligations are
limited, special obligations of the City payable from and equally and ratably secured solely by a first
lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the right to
demand payment of the principal or interest on the Parity Obligations from any funds raised or to be
raised through taxation, other than the Hotel Tax, or any other resources of the City.
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Section 24. REMEDIES IN EVENT OF DEFAULT. (a) Events of Default. Each of the
following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event
of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of
the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to
be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60
days after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or employee
of the City in their official capacity, for the purpose of protecting and enforcing the rights of
the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any reliefpermitted
by law, including the specific performance of any covenant or agreement contained herein,
or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available
as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
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a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City, shall be charged personally by the Registered Owners with any
liability, or be held personally liable to the Registered Owners under any term or provision of
this Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
Section 25. 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 meaning
of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of
the principal of such Defeased 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 irrevocable provisions for the giving of the notice of redemption having been made),
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 or other commercial bank or trust company 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 or other
commercial bank or trust company 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 Pledged Revenues 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 or other commercial bank or
trust company 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 or other commercial bank or trust company which
is not required for the payment of Parity Obligations 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 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
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not been defeased, and the City shall make proper arrangements to provide and pay for such services
as required by this Ordinance.
Section 26. 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 delivered, a new bond
of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated,
lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying
Agent/Registrar. In every case of loss, theft or destruction ofa 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 ofa 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 ofa Bond,
the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so
damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Bond, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished
as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond,
the Paying Agent/Registrar shall charge the registered owner ofsuch 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 Subchapter B of Texas
Government Code, Chapter 1206, 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 6 of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
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Section 27. AMENDMENT OF ORDINANCE. (a) The holders ofthe Parity Obligations
aggregating a majority in principal amount of the aggregate principal amount of then Outstanding
Parity Obligations shall have the right from time to time to approve any amendment to this Ordinance
which may be deemed necessary or desirable by the City, provided, however, that without the consent
of the holders of all of the effected Parity Obligations at the time outstanding, nothing herein
contained shall permit or be construed to permit the amendment of the terms and conditions in this
Ordinance or in the Parity Obligations so as to:
(1) Make any change in the maturity of the Outstanding Parity Obligations;
(2) Reduce the rate of interest borne by any of the Outstanding Parity Obligations;
(3)
Reduce the amount of the principal payable on the Outstanding Parity Obligations;
(4) Modify the terms of payment of principal of or interest on the Outstanding Parity
Obligations or impose any conditions with respect to such payment;
Affect the rights of the holders of less than all of the Parity Obligations then
outstanding;
(5)
(6) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
(b) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall cause notice of the proposed amendment to be (i) published in a financial newspaper or journal
of general circulation in The City of New York, New York, once during each calendar week for at
least two successive calendar weeks and (ii) mailed to all registered owners ofthe Outstanding Parity
Obligations as of the day prior to the mailing of such notice. Such notice shall briefly set forth the
nature ofthe proposed amendment.
(c) Whenever at any time not less than thirty days, and within one year, from the date of the
first publication of said notice or other service of written notice the City shall receive an instrument
or instruments executed by the holders of at least a majority in aggregate principal amount of all
Parity Obligations then Outstanding, which instrument or instruments shall refer to the proposed
amendment described in said notice and which specifically consent to and approve such amendment
in substantially the form of the copy thereof on file with the Trustee, the City Council may pass the
amendatory ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions ofthis Section,
this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and
the respective rights, duties and obligations under this Ordinance of the City and all the holders of
then Outstanding Parity Obligations shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such amendments.
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(e) Any consent given by the registered owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon all
future holders of the same Parity Obligation during such period. Such consent may be revoked at any
time after six months from the date of the first publication of such notice by the holder who gave such
consent, or by a successor in title, by filing notice thereof with the Paying Agent and the City, but
such revocation shall not be effective if the registered owners of at least a majority in aggregate
principal amount of the then outstanding Parity Obligations as in this Section defined have, prior to
the attempted revocation, consented to and approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and the
date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar.
For purposes of this Section, the holder of a Parity Obligation in such registered form shall be the
owner thereof as shown on such Registration Books. The City may conclusively assume that such
ownership continues until written notice to the contrary is served upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Ordinance and the Indenture for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed, grant additional rights
or remedies to bondholders or to surrender, restrict or limit any right or power herein
reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in regard
to clarifying matters or questions arising under this Ordinance, as are necessary or desirable
and not contrary to or inconsistent with this Ordinance and which shall not adversely affect
the interests of the holders of the Parity Obligations;
(3) To make any changes or amendments requested by any Rating Agency, as a
condition to the issuance or maintenance of a rating, which changes or amendments do not,
in the judgment of the City, materially adversely affect the interests of the owners of the
outstanding Parity Obligations; and
(4) To modify any of the provisions of this Ordinance in any other respect
whatever, provided that (i) such modification shall be, and be expressed to be, effective only
after all Parity Obligations outstanding at the date of the adoption of such modification shall
cease to be outstanding, and (ii) such modification shall be specifically referred to in the text
of all Additional Parity Obligations issued after the date of the adoption of such modification.
Notice of any such amendment shall be mailed to all registered owners of Outstanding Parity
Obligations as of the day prior to the mailing of such notice and may be published in the manner
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described in subsection (b) of this Section; provided, however, that the publication or mailing of such
notice shall not constitute a condition precedent to the adoption of such amendatory ordinance and
the failure to publish such notice shall not adversely affect the implementation of such amendment as
adopted pursuant to such amendatory ordinance. No consent of owners is needed to authorize a
supplemental ordinance or supplemental indenture in connection with the issuance of Additional
Parity Obligations.
Section 28. SALE AND DELIVERY OF THE BONDS. The Bonds are hereby sold and
shall be delivered to the Purchaser pursuant to the terms and provisions of a Bond Purchase
Agreement which the Mayor of the City is hereby authorized to execute and deliver and which the
City Secretary of the City is hereby authorized to attest. The City will initially deliver to the
Purchaser one initial bond in the aggregate principal amount of the Bonds authorized under this
Ordinance. The Bonds shall initially be registered in the name of RBC Capital Markets.
Section 29. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor ofthe City
is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all
necessary records and proceedings pertaining to the Bonds pending their delivery and their
investigation, examination and approval by the Attorney General of the State of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Bonds 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 Bonds,
and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The
approving legal opinion ofthe City's Bond Counsel (with an appropriate certificate pertaining thereto
executed by facsimile signature ofthe City Secretary ofthe City), a statement regarding any insurance
policy and the assigned CUSIP numbers may, at the option of the City, be printed on or attached to
the Bonds issued and delivered under this Ordinance, but such additions or attachments shall not have
any legal effect, and shall be solely for the convenience and information of the registered owners of
the Bonds.
Section 30. APPROVAL OF OFFICIAL STATEMENT, PAYING
AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT. (a) 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 Purchaser 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. The distribution and use of the Preliminary Official
Statement dated January 16, 2007, prior to the date hereof is confirmed. The City Council ofthe City
hereby finds and determines that the Preliminary Official Statement and the Official Statement were
and are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective
dates.
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(b) Paying Agent/Registrar Agreement. The Paying Agent/Registrar Agreement by and
between the City and the Paying Agent/Registrar is hereby approved and the Mayor is hereby
authorized to complete, amend, modify, and execute the Paying Agent/Registrar Agreement, if
necessary.
(c) Escrow Agreement. The Escrow Agreement by and between the District and The Bank
of New York Trust Company, National Association, as Escrow Agent ("Escrow Agreement") is
hereby approved and the Mayor is hereby authorized to complete, amend, modify, and execute the
Escrow Agreement, as necessary and the Secretary or Assistant Secretary is authorized and directed
to attest such agreement.
Section 31. NOTICES OF REDEMPTION. Attached to this Ordinance, as Exhibit "C",
and made a part hereof for all purposes, are copies of notices of deposit and prior redemption for the
Refunded Bonds in substantially final form and such Refunded Bonds described in said notices of
prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the
dates, places, and at the prices set forth therein. The Mayor and Director of Finance are each hereby
authorized to amend, complete or modify such notices as necessary to call such Refunded Bonds for
redemption.
Section 32. NOTICE TO PAYING AGENT. The Refunded Bonds described in Exhibit
"C" attached hereto are so called for redemption, and the paying agent for the Refunded Bonds is
hereby directed to make appropriate arrangements so that such Refunded Bonds may be redeemed
on the respective redemption dates. A copy of such notice of redemption shall be delivered to the
paying agent so mentioned in the notices.
Section 33. ADDITIONAL BOND INSURANCE PROVISIONS. Bond Counsel is
authorized to insert any necessary provisions required by the bond insurer and agreed to by the City
and the City Attorney.
Section 34. UNAVAILABILITY OF AUTHORIZED PUBLICATION. If, because of
the temporary or permanent suspension of any newspaper, journal or other publication, or, for any
reason, publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner and
at such time or times as in the judgment of the City shall most effectively approximate such required
publication and the giving of such notice in such manner shall for all purposes of this Ordinance be
deemed to be in compliance with the requirements for publication thereof.
Section 35. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and
on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the initial sale
and delivery of the Bonds, the Paying Agent/Registrar Agreement, and the Official Statement. In
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addition, prior to the initial delivery of the Bonds, the Mayor, the City Manager or Assistant City
Manager, the City Attorney and Bond Counsel are hereby authorized and directed to approve any
changes or corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely
document the transactions contemplated and approved by this Ordinance and as described in the
Official Statement or (ii) obtain the approval of the Bonds by the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be such
officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for
all purposes the same as if such officer had remained in office until such delivery.
Section 36. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof and
shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all
the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
and to sustain the validity of the Bonds and the validity of the lien on and pledge of the Pledged
Revenues to secure the payment of the Bonds.
Section 37. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 38. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is
intended or shall be construed to confer upon, or to give to, any person or entity, other than the City
and the registered owners of the Bonds, any right, remedy or claim under or by reason of this
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises
and agreements in this Ordinance contained by and on behalf of the City shall be for the sole and
exclusive benefit of the City and the registered owners of the Bonds.
Section 39. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 40. SEVERABILITY. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares
that this Ordinance would have been enacted without such invalid provision.
Section 41. NO PERSONAL LIABILITY. No covenant or agreement contained in the
Bonds, this Ordinance or any corollary instrument shall be deemed to be the covenant or agreement
RROCK/HO1RevRefg2007: Ordinance
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of any member of the City Council or any officer, agent, employee or representative of the City
Council in his individual capacity, and neither the directors, officers, agents, employees or
representatives of the City Council nor any person executing the Bonds shall be personally liable
thereon or be subject to any personal liability for damages or otherwise or accountability by reason
of the issuance thereof, or any actions taken or duties performed, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise,
all such liability being expressly released and waived as a condition of and in consideration for the
issuance of the Bonds.
Section 42. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 43. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount
of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney
General of Texas Public Finance Division for payment of the examination fee charged by the State
of Texas for the Attorney General's review and approval of public securities and credit agreements,
as required by Section 1202.004 of the Texas Government Code. The appropriate member of the
City's staff is hereby instructed to take the necessary measures to make this payment. The City is also
authorized to reimburse the appropriate City funds for such payment from proceeds of the Bonds.
Section 44. CREDIT AGREEMENTS. Pursuant to Chapter 1371 Texas Government
Code, as amended, the City may execute and deliver one or more Credit Agreements (i) to
additionally secure Parity Obligations or an issue or series or part of any issue or series of Parity
Obligations or (ii) in connection with the authorization, issuance, sale, resale, security, exchange,
payment, purchase, remarketing or redemption of Parity Obligations or an issue or series or part of
an issue or series of Parity Obligations or interest on an issue or series or part of an issue or series
of Parity Obligations without regard to whether a Credit Agreement was contemplated, authorized
or executed in relation to the initial issuance, sale or delivery of Parity Obligations. Credit
Agreements and the obligations thereunder may, pursuant to their terms, constitute: (i) Parity
Obligations secured by a pledge of the Security on parity with all Parity Obligations, (ii) Subordinate
Lien Obligations secured by a pledge ofthe Security subordinate to Parity Obligations or (iii) partially
on a parity with Parity Obligations and partially as Subordinate Lien Obligations.
Section 45. EFFECTIVE DATE. This Ordinance shall become effective upon passage of
this Ordinance.
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IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 25th day of January, 2007.
Nyle Maxwell, Mayor
City of Round Rock, Texas
ATTEST:
Christine Martinez, City Secretary
Exhibit A - Definitions
Exhibit B - Form of Bond
Exhibit C - Notice of Defeasance and Redemption
Exhibit D - Description of Annual Financial Information
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EXHIBIT A
As used in this Ordinance, the following terms and expressions shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise. Any terms not otherwise defined
herein have the meaning given in this Ordinance.
"Accountant" means an independent certified public accountant or accountants or a firm of
an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Additional Parity Obligations" means Bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt which the City reserves the right to issue or enter into, as the
case may be, in the future under the terms and conditions provided in Sections 19 and 20 of this
Ordinance and which obligations are equally and ratably secured solely by a first lien on and pledge
of the Pledged Revenues on a parity with the Bonds.
"Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory redemption
account for retirement of such Term Bonds (whether at maturity or by mandatory redemption and
including redemption premium, if any) provided that the total Amortization Installments for such
Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such
Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could come
due on demand of the owner thereof other than by acceleration or other demand conditioned upon
default by the City on such Debt, or be payable in respect of any required purchase of such Debt by
the City) in such Fiscal Year, and, for such purposes, any one or more of the following rules shall
apply at the election of the City:
(1) Balloon Debt. If the principal (including the accretion of interest resulting
from original issue discount or compounding of interest) of any series or issue ofFunded Debt
due (or payable in respect of any required purchase of such Funded Debt by the City) in any
Fiscal Year either is equal to at least 25% of the total principal (including the accretion of
interest resulting from original issue discount or compounding of interest) of such Funded
Debt or exceeds by more than 50% the greatest amount of principal of such series or issue
of Funded Debt due in any preceding or succeeding Fiscal Year (such principal due in such
Fiscal Year for such series or issue of Funded Debt being referred to herein and throughout
this Ordinance as 'Balloon Debt"), the amount of principal of such Balloon Debt taken into
account during any Fiscal Year shall be equal to the debt service calculated using the original
principal amount of such Balloon Debt amortized over the Term of Issue on a level debt
service basis at an assumed interest rate equal to the rate borne by such Balloon Debt on the
date of calculation;
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(2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial
Officer shall deliver to the City a certificate providing for the retirement of (and the
instrument creating such Balloon Debt shall permit the retirement of), or for the accumulation
of a sinking fund for (and the instrument creating such Balloon Debt shall permit the
accumulation of a sinking fund for), such Balloon Debt according to a fixed schedule stated
in such certificate ending on or before the Fiscal Year in which such principal (and premium,
if any) is due, then the principal of (and, in the case of retirement, or to the extent provided
for by the sinking fund accumulation, the premium, if any, and interest and other debt service
charges on) such Balloon Debt shall be computed as if the same were due in accordance with
such schedule, provided that this clause (2) shall apply only to Balloon Debt for which the
installments previously scheduled have been paid or deposited to the sinking fund established
with respect to such Debt on or before the times required by such schedule; and provided
further that this clause (2) shall not apply where the City has elected to apply the rule set forth
in clause (1) above;
(3) Prepaid Debt. Principal of and interest on Bonds and Additional Parity
Obligations, or portions thereof, shall not be included in the computation of the Annual Debt
Service Requirements for any Fiscal Year for which such principal or interest are payable
from funds on deposit or set aside in trust for the payment thereof at the time of such
calculations (including without limitation capitalized interest and accrued interest so deposited
or set aside in trust) with a financial institution acting as fiduciary with respect to the payment
of such Debt; and
(4) Variable Rate. As to any Parity Obligations that bear interest at a variable
interest rate which cannot be ascertained at the time of calculation ofthe Annual Debt Service
Requirement then, at the option of the City, either (A) an interest rate equal to the average
rate borne by such Parity Obligations (or by comparable debt in the event that such Parity
Obligations has not been outstanding during the preceding 24 months) for any 24 month
period ending within 30 days prior to the date of calculation, or (B) an interest rate equal to
the 30 -year Revenue Bond Index (as most recently published in The Bond Buyer), shall be
presumed to apply for all future dates, unless such index is no longer published in The Bond
Buyer, in which case an index of revenue Bonds with maturities of at least 20 years which
is published in a financial newspaper or journal with national circulation may be used for this
purpose (if two Series of Parity Obligations which bear interest at variable interest rate, or
one or more maturities within a Series, of equal par amounts, are issued simultaneously with
inverse floating interest rates providing a composite fixed interest rate for such Parity
Obligations taken as a whole, such composite fixed rate shall be used in determining the
Annual Debt Service Requirement with respect to such Parity Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be taken
into account in making the calculation.
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"Authorized Denominations" means with respect to the Bonds in the denomination of
$5,000 or any integral multiple of $5,000 in excess thereof.
"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due (either
at Stated Maturity or mandatory redemption) and derived by dividing the total of such Annual Debt
Service Requirements by the number of Fiscal Years then remaining before Stated Maturity of such
Parity Obligations. For the purposes of this definition, a fractional period of a Fiscal Year shall be
treated as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds, accrued
interest on any Debt, and interest earnings thereon shall be excluded in making such computation.
"Bonds" means the City of Round Rock, Texas Hotel Occupancy Tax Revenue Refunding
Bonds, Series 2007.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 6 of the Ordinance, or any successor system of book -entry registration.
"Cede & Co." means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" and "Issuer" mean the City of Round Rock, Texas, and where appropriate, the City
Council.
"Convention Center Complex" means the Dell Diamond and United Heritage Convention
Center fmanced with the proceeds of the Refunded Bonds and any Additional Parity Obligations.
"Debt" and "Debt of the City payable from Pledged Revenues" mean:
(1) all indebtedness payable from Pledged Revenues incurred or assumed by the City
for borrowed money that, in accordance with generally accepted accounting principles, are
shown on the liability side of a balance sheet; and
(2) all other indebtedness payable from Pledged Revenues that is guaranteed, directly
or indirectly, in any manner by the City, or that is in effect guaranteed, directly or indirectly,
by the City through an agreement, contingent or otherwise, to purchase any such indebtedness
or to advance or supply funds for the payment or purchase of any such indebtedness or to
purchase property or services primarily for the purpose of enabling the debtor or seller to
make payment of such indebtedness, or to assure the owner of the indebtedness against loss,
or to supply funds to or in any other manner invest in the debtor (including any agreement to
pay for property or services irrespective of whether or not such property is delivered or such
services are rendered), or otherwise.
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For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to
the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such
Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be
considered Debt unless such item constitutes indebtedness under generally accepted accounting
principles applied on a basis consistent with the financial statements of the System in prior Fiscal
Years.
"Debt Service Fund" means the special fund created, established and maintained by the
provisions of Section 20 of this Ordinance.
assigns.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors and
"DTC Participant" means 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.
"Designated Financial Officer" means the chief financial officer or finance director of the
City, or such other financial or accounting official of the City so designated by the City Council.
"Fiscal Year" means the twelve-month accounting period used by the City in connection
with the operation of the Convention Center Complex, currently ending on September 30 of each
year, which may be any twelve consecutive month period established by the City, but in no event may
the Fiscal Year be changed more than one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the City that mature by
their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at the
option of the City to a date, more than one year after the original creation or assumption of such Debt
by the City.
"Funds" means collectively all funds created or confirmed in Section 9 of this Ordinance.
"Holder(s)" means the registered owner, whose name appears in the Registration Books, for
any Parity Obligation.
"Hotel Tax" means that portion ofthe receipts ofthe municipal hotel tax authorized pursuant
to Chapter 351 of the Texas Tax Code, as amended, remaining after deducting the Local Tourism
Requirement.
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"Lease Agreement" means the Convention Center Complex Lease Agreement dated January
20, 1999 as amended between the City and the Lessee may be further amended from time to time.
"Lessee" means Round Rock Baseball Club, L.P., or any sucessor.
"Local Tourism Requirement" means that portion of the municipal hotel tax authorized
pursuant to Chapter 351 of the Texas Tax Code, as amended, which represents the greater of (i) the
State Mandated Set Aside or (ii) $292,632 (adjusted upward each year commencing Fiscal Year
2007, by 3% on a compounded basis).
"MSRB" means the Municipal Securities Rulemaking Board.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at the
Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirements of
Annual Debt Service Requirements (taking into account all mandatory principal redemption
requirements) scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for the
particular obligations for which such calculation is made. Capitalized interest payments provided
from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded
in making such computation.
"NRMSIR" means each person whom the SEC or its staffhas determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time to
time.
"Ordinance" means this ordinance adopted by the City Council on January 25, 2007 in
connection with the issuance of the Bonds.
"Outstanding" when used with respect to Parity Obligations, means, as of the date of
determination, all Parity Obligations theretofore delivered under this Ordinance and any ordinance
authorizing Additional Parity Obligations, except:
(1) Parity Obligations theretofore canceled and delivered to the City or delivered to
the Paying Agent/Registrar for cancellation;
(2) Parity Obligations deemed paid pursuant to the provisions of Section 26 of the
Ordinance or any comparable section of any ordinance authorizing Additional Parity
Obligations;
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(3) Parity Obligations upon transfer of or in exchange for and in lieu of which other
Parity Obligations have been authenticated and delivered pursuant to this Ordinance and any
ordinance authorizing Additional Parity Obligations; and
(4) Parity Obligations under which the obligations of the City have been released,
discharged or extinguished in accordance with the terms thereof.
"Paying Agent/Registrar" shall have the meaning set forth in Section 6(a) ofthe Ordinance.
"Parity Obligations" means the Bonds and any Additional Parity Obligations hereafter
issued by the City or obligations issued to refund any of the foregoing (as determined within the sole
discretion of the City Council in accordance with applicable law) if issued in a manner that provides
that the refunding obligations are payable from and equally and ratably secured by a first lien on and
pledge of the Pledged Revenues.
"Pledged Revenues" means (i) the Hotel Tax, (ii) amounts and investments on deposit in the
Debt Service Fund, the Reserve Fund and the Revenue Fund plus (iii) any additional revenues,
income, receipts, or other resources, including, without limitation, any grants, donations or income
received or to be received from the United States Government, or any other public or private source,
whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the
payment of the Parity Obligations.
"Purchaser" means RBC Capital Markets as senior managing underwriter and the other
underwriters set forth in the Bond Purchase Agreement.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Parity Obligations.
"Record Date" means the Record Date as defined in the Form of Bond in Exhibit "B" to this
Ordinance.
"Refunded Bonds" means all of the outstanding "City of Round Rock, Texas Hotel
Occupancy Tax Revenue Bonds, Series 1999 (Convention Center Complex Project)".
"Registration Books" means the records maintained by the Paying Agent/Registrar
indicating the registered owner of the Parity Obligations.
"Reserve Fund" means the special fund created, established and maintained by the provisions
of Section 9 and 12 of this Ordinance.
"Reserve Fund Obligations" means a surety bond or insurance policy deposited into the
Reserve Fund to satisfy the Required Reserve Amount whereby the issuer is obligated to provide
RROCK/HOTRevRefg2007: Ordinance
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funds up to and including the maximum amount and under the conditions specified in such agreement
or instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the City is obligated
to make from Pledged Revenues deposited into the Reserve Fund with respect to a Reserve Fund
Obligation.
"Revenue Fund" means the special fund created or confirmed by Section 4.02 of the
Indenture and confirmed by Section 9 and 10 of this Ordinance.
"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.
"State Mandated Set Aside" means not less than the amount of revenue received by the
City from the municipal hotel tax at a rate of one percent of the cost of the room which is required
to be allocated solely to advertising and conducting solicitation and promotional purposes to attract
tourists and convention delegates or registrants to the City or its vicinity as provided in Section
351.103 of the Texas Tax Code, as amended.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the Ordinance and any Supplemental Ordinance authorizing the
issuance of such Parity Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the City that are payable, in whole or in
part, from and equally and ratably secured by a lien on and pledge of the Pledged Revenues, such
pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues that are or
will be pledged to the payment of any Parity Obligations issued by the City, and (ii) obligations
hereafter issued to refund any of the foregoing if issued in a manner that provides that the refunding
Bonds are payable from and equally and ratably secured, in whole or in part, by a lien on and pledge
of the Pledged Revenues on a parity with the Subordinate Lien Obligations.
"Supplemental Ordinance" means the ordinances adopted by the City Council of the City
from time to time in connection with the issuance of Additional Parity Obligations.
"Term Bonds" means those Parity Obligations so designated in the ordinances authorizing
such bonds which shall be subject to retirement by operation of a mandatory redemption account.
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"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and ending
on the final maturity date of such Balloon Debt or (ii) twenty-five years.
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R -
EXHIBIT B
FORM OF BOND
UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF ROUND ROCK, TEXAS $
HOTEL OCCUPANCY TAX REVENUE REFUNDING BOND
SERIES 2007
INTEREST RATE DATE OF BONDS MATURITY DATE CUSIP NO.
January 15, 2007
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF ROUND ROCK, TEXAS.
(the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the
"Registered Owner"), the Principal Amount specified above, and to pay interest thereon (calculated
on the basis of a 360 -day year of twelve 30 -day months) from January 15, 2007 at the Interest Rate
per annum specified above, payable on June 1, 2007, and semiannually on each June 1 and December
1 thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except
that if this Bond is required to be authenticated and the date of its authentication is later than the first
Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest
payment date next preceding the date ofauthentication, 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 is due but has not been paid, then this Bond shall bear interest from the date to
which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, or
upon the date fixed for its redemption prior to maturity, at the designated office for payment of The
Bank of New York Trust Company, National Association, Dallas, Texas, which is the "Paying
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Agent/Registrar" for this Bond. 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, dated as of
such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds
of the Issuer required by the Ordinance authorizing the issuance of this Bond (the "Ordinance") and
the Indenture to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check 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 business day of the month next preceding each such date (the "Record
Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In
the event ofa 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
Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(the "Special Payment Date" 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 Registered Owner appearing on the Registration Books of the Paying
Agent/Registrar at the close of business on the fifteenth business day next preceding the date of
mailing of such notice. Any accrued interest due 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 principal office for payment of the Paying Agent/Registrar
(unless the redemption date is a regularly scheduled interest payment date, in which case accrued
interest on such redeemed Bonds shall be payable in the regular manner described above). The Issuer
covenants with the Registered Owner of this Bond that on or before each principal payment date,
interest payment date, and accrued interest payment date for this Bond it will make available to the
Paying Agent/Registrar, from the "Debt Service Fund" referred to in and maintained by the
Ordinance, the amounts required to provide for the payment, in immediately available funds, of all
principal of and interest on the Bonds, when due. Terms used in this Bond and not otherwise defined
shall have the meaning given in the Ordinance and the Indenture.
IF THE DATE for the payment of the principal of or interest on this Bond shall fall on a day
other than a Business Day (each a "Non -Business Day"), then the date for such payment shall be the
next succeeding day which is not a Non -Business Day, 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 as of January 1, 2007, authorized in
accordance with the Constitution and laws of the State of Texas in the aggregate principal amount
of $ FOR THE PURPOSE OF (I) REFUNDING THE "REFUNDED BONDS" AND
(II) PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF THE BONDS.
THE ISSUER reserves the right to redeem Bonds of this series maturing on and after
December 1, 2017, in whole or in part on December 1, 2016, or any date thereafter, and, if in part,
the Issuer will determine the maturity or maturities to be redeemed and the Paying Agent/Registrar
shall determine, by lot or other customary method within a maturity, the particular Bonds to be
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redeemed, at a redemption price equal to the principal amount of the Bonds to be redeemed plus
accrued interest to the redemption date.
THE BONDS maturing on December 1, 20 (the "Term Bonds") are subject to mandatory
redemption prior to maturity in part, with the particular Bonds to be redeemed to be determined by
the Paying Agent/Registrar by lot or other customary method, at a price equal to the principal amount
thereof plus accrued interest to the date of redemption, on December 1 in the years and principal
amounts shown below:
*Final Maturity
Term Bonds Maturing
December 1, 20_
Redemption Date Redemption Amount
December 1, 20_ $ 25,000
December 1, 20_ 35,000
December 1, 20_* 45,000*
The principal amount of the Term Bonds of a maturity required to be redeemed pursuant to the
operation of such mandatory redemption requirements may be reduced, at the option of the Issuer,
by the principal amount of the Term Bonds of such maturity which, prior to the date of the mailing
of notice of such mandatory redemption, (i) shall have been acquired by the Issuer and delivered to
the Paying Agent/Registrar for cancellation, (ii) shall have been purchased and canceled by the Paying
Agent/Registrar at the request ofthe Issuer, or (iii) shall have been redeemed pursuant to the optional
redemption provisions described in the preceding paragraph and not theretofore credited against a
mandatory redemption requirement.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such
redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared on
the Registration Books maintained by the Paying Agent/Registrar on the day such notice of
redemption is mailed. By the date fixed for any such redemption, due provision shall be made with
the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or
portions thereof which are to be so redeemed. If such written notice of redemption is mailed and if
due provision for such payment is made, all as provided above, the Bonds or portions thereof which
are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled
maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be
regarded as being outstanding except for the right ofthe 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 Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing
interest at the same rate, in any Authorized Denomination at the written request of the Registered
Owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued
RROCK/HO7RevRefg2007: Ordinance
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to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all
as provided in the Ordinance.
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites
to such redemption required by the Ordinance have been met and moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received
by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state
that said redemption may, at the option of the City, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed
for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not
received, such notice shall be of no force and effect, the City shall not redeem such Bonds and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given,
to the effect that the Bonds have not been redeemed.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of $5,000 and any integral multiple of $5,000 in excess of
thereof within a maturity (an "Authorized Denomination"). As provided in the Bond Ordinance, this
Bond, or any unredeemed portion hereof, may, at the request of the Registered Owner or the assignee
or assignees hereof, be assigned, transferred 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 an
Authorized Denomination as requested in writing by the appropriate Registered Owner, assignee or
assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among
other requirements for such assignment and transfer, this Bond must be presented and surrendered
to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this
Bond or any portion or portions hereof in an Authorized Denomination to the assignee or assignees
in whose name or names this Bond or any such portion or portions hereof is or are to be registered.
The form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner
to evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this
Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying
Agent/Registrar's reasonable standard or customary fees and charges for transferring and exchanging
any Bond or portion thereof shall be paid by the Issuer, but any taxes or governmental charges
required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer
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 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 Bond or any portion thereof
called for redemption prior to maturity, within 45 days prior to its redemption date; provided,
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however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner
of an unredeemed balance of a Bond called for redemption in part.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns
or otherwise ceases to act as such, the Issuer 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; that this Bond is a special
obligation of the Issuer, and that the interest on and principal of this Bond, together with all other
outstanding "Parity Obligations" (as defined in the Ordinance), as such interest comes due, and as
such principal matures, are payable from and secured by a lien on and pledge of the "Pledged
Revenues", all as provided in the Ordinance.
THE ISSUER also has reserved the right, subject to restrictions stated in the Ordinance, to
issue Additional Parity Obligations which also may be made payable from and equally and ratably
secured by a first lien on and pledge of, the Pledged Revenues in the same manner and to the same
extent as this series of Bonds.
THE ISSUER also has reserved the right, subject to restrictions stated in the Ordinance to
issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or in part,
by a lien on and pledge of the Pledged Revenues (as defined in the Bond Ordinance), subordinate and
inferior in rank and dignity to the lien on and pledge of such Pledged Revenues securing payment of
the Bonds or any Additional Parity Obligations.
THE OWNER HEREOF shall never have the right to demand payment of this Bond out of
any funds raised or to be raised by taxation, except hotel occupancy taxes, or any sources other than
those specified in the Ordinance and the Indenture.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all ofthe terms and provisions ofthe Ordinance, agrees to be bound by such terms and
provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the
official minutes and records of the governing body of the Issuer and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each Registered Owner
hereof and the Issuer.
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer, and countersigned with the manual or facsimile
signature of the City Secretary ofthe Issuer and the official seal ofthe Issuer has been duly impressed,
or placed in facsimile, on this Bond.
Countersigned:
City Secretary, City of Round Rock, Texas Mayor, City of Round Rock, Texas
(CITY SEAL)
INSERTIONS FOR THE INITIAL BOND
The initial Bond shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the City of Round Rock, Texas
(the "City"), being a political subdivision, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner"), on December in each of the
years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years
Principal Installments Interest Rates
(Information from Sections 3 and 4 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of
a 360 -day year of twelve 30 -day months) from January 15, 2007 at the respective Interest Rate per
annum specified above. Interest is payable on June 1, 2007 and semiannually on each June 1 and
December 1 thereafter to the date ofpayment ofthe principal installment specified above; except, that
if this Bond is required to be authenticated and the date of its authentication is later than the first
Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment
date next preceding the date of authentication, unless such date of authentication is after any Record
Date but on or before the next following interest payment date, in which case such principal amount
RROCK/HOTRevRe£g2007: Ordinance
B-6
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 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."
C. The initial Bond shall be numbered "T-1."
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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'S SEAL) Comptroller of Public Accounts
RROCK/HO7RevRefg2007: Ordinance
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of the State of Texas
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 exchange for a
bond or 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.
Date of Authentication:
RROCK/HOTRevRefg2007: Ordinance
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THE BANK OF NEW YORK TRUST
COMPANY, NATIONAL ASSOCIATION
Paying Agent/Registrar
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all
rights hereunder unto
(Assignee's Social Security or (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books
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.
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NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
EXHIBIT C
NOTICE OF DEFEASANCE AND REDEMPTION
ROUND ROCK, TEXAS HOTEL OCCUPANCY TAX REVENUE BONDS, SERIES 1999
(CONVENTION CENTER COMPLEX PROJECT)
NOTICE IS HEREBY GIVEN that Round Rock, Texas ("City") has defeased and called
for redemption the following obligations of the City (the "Bonds"):
Maturity
December 1
2015
2024
Redemption Principal Interest
Date Amount Rate
December 1, 2009 $2,565,000 5.75%
December 1, 2009 $5,265,000 5.85
CUSIP
Numbers*
779231 AG 4
779231 AJ 8
The redemption price for the above Bonds is par plus accrued interest to December 1, 2009,
the date fixed for redemption. Such Bonds shall be redeemed and shall no longer bear interest after
December 1, 2009. The redemption price for such Bonds shall be paid upon presentation to The
Bank of New York Trust Company, National Association. as successor to Chase Bank of Texas,
National Association, the Paying Agent, at its principal payment office in Dallas, Texas.
First Class/Registered/Certified Mail
The Bank of New York Trust Company
Institutional Trust Services
P.O. Box 2320
Dallas, Texas 75221-2320
By Overnight or Courier
The Bank of New York Trust Company
Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
By Hand
The Bank of New York Trust Company
GIS Unit Trust Window
4 New York Plaza, 1st Floor
New York, NY 10004
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended, payors making certain
payments due on debt securities maybe obligated to deduct and withhold a portion 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.
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the owners of the
Certificates. The County shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein.
RROCK/HOTRevRefg2007: Ordinance
ROUND ROCK, TEXAS
C-1
EXHIBIT D
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Ordinance
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified (and included in the Appendix or under the headings
of the Official Statement referred to) below:
Appendix B
Table 1 - Historical Hotel Occupancy Tax Collections;
Table 2 - Hotel Taxpayers;
Table 3 - Condensed Statement of Operations; and
Table 4 - Debt Information.
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.
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D-2
DATE: January 16, 2007
SUBJECT: City Council Meeting - January 25, 2007
ITEM: 8.B.1. Consider an ordinance Authorizing the Issuance, Sale and Delivery
of City of Round Rock, Texas Hotel Occupancy Tax Revenue
Refunding Bonds, Series 2007; Approving and Authorizing an
Official Statement and the Distribution Thereof; Authorizing the
Execution of a Bond Purchase Agreement, a Paying Agent/Registrar
Agreement and an Escrow Agreement; Calling Certain Bonds for
Redemption and Approving and Authorizing All Other Instruments
and Procedures Related Thereto. (First Reading)
Department: Finance
Staff Person: Cindy Demers, Finance Director
Justification:
In 1999 the City issued $8,605,000 in Hotel Occupancy Tax Revenue Bonds to finance the
City's portion of the Dell Diamond/United Heritage Convention Center complex. Currently,
$8,395,000 principal remain outstanding. This transaction will advance refund all
outstanding bonds and provide a present value benefit of approximately $403,000 or 4.79%
of the refunded principal. This savings is achieved due to lower market interest and
improved credit of the hotel occupancy tax revenue bonds.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: Carol Polumbo, Bond Counsel, McCall Parkhurst
Garry Kimball, Financial Advisor, First Southwest Company
Background Information: N/A
Public Comment: N/A