HomeMy WebLinkAboutO-4166-7-25298321592.3/1001347253
ORDINANCE NO. 4166-7-25
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS,
SERIES 2025
ADOPTED: JULY 22, 2025
298321592.3/1001347253
Table of Contents
Page
SECTION 1: Authorization - Series Designation - Principal Amount - Purpose - Bond Date ...... 4
SECTION 2: Fully Registered Obligations - Terms ................................................................... 4
SECTION 3: Delegation of Authority to Pricing Officer .............................................................. 4
SECTION 4: Terms of Payment - Paying Agent/Registrar ........................................................ 5
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds ...................... 6
SECTION 6: Book-Entry-Only Transfers and Transactions ....................................................... 7
SECTION 7: Execution - Registration ....................................................................................... 8
SECTION 8: Initial Bond(s) ...................................................................................................... 8
SECTION 9: Forms .................................................................................................................. 9
SECTION 10: Levy of Taxes .................................................................................................. 16
SECTION 11: Mutilated – Destroyed - Lost and Stolen Bonds ............................................... 17
SECTION 12: Satisfaction of Obligation of City ...................................................................... 17
SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds .............................. 18
SECTION 14: Covenants to Maintain Tax-Exempt Status ...................................................... 19
SECTION 15: Sale of Bonds – Official Statement................................................................... 22
SECTION 16: Escrow Agreement .......................................................................................... 23
SECTION 17: Refunded Bonds .............................................................................................. 25
SECTION 18: Control and Custody of Bonds ......................................................................... 25
SECTION 19: Proceeds of Sale ............................................................................................. 25
SECTION 20: Reimbursement ............................................................................................... 26
SECTION 21: Notices to Holders-Waiver ............................................................................... 26
SECTION 22: Cancellation ..................................................................................................... 27
SECTION 23: Bond Counsel Opinion ..................................................................................... 27
SECTION 24: CUSIP Numbers .............................................................................................. 27
SECTION 25: Benefits of Ordinance ...................................................................................... 27
SECTION 26: Inconsistent Provisions .................................................................................... 27
SECTION 27: Governing Law ................................................................................................ 27
SECTION 28: Effect of Headings ........................................................................................... 27
SECTION 29: Construction of Terms ..................................................................................... 27
SECTION 30: Severability ...................................................................................................... 28
SECTION 31: Incorporation of Findings and Determinations .................................................. 28
SECTION 32: Continuing Disclosure Undertaking .................................................................. 28
SECTION 33: Municipal Bond Insurance ................................................................................ 31
SECTION 34: Further Procedures .......................................................................................... 31
SECTION 35: Public Meeting ................................................................................................. 32
SECTION 36: Effective Date .................................................................................................. 32
298321592.3/1001347253
ORDINANCE NO. 4166-7-25
AN ORDINANCE authorizing the issuance of "CITY OF ALLEN, TEXAS,
GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS,
SERIES 2025"; levying a continuing direct annual ad valorem tax for the
payment of said Bonds; and resolving other matters incident and related to
the issuance, sale, payment, and delivery of said Bonds, including
establishing parameters therefor and delegating matters relating to the sale
and issuance of the Bonds to authorized City officials
WHEREAS, the City Council (the “City Council”) of the City of Allen, Texas (the “City”),
hereby finds and determines that general obligation bonds approved and authorized to be issued
at an election held November 7, 2023 (the “Election”), be authorized to be issued at this time; a
summary of the general obligation bonds authorized at said election, the principal amounts
authorized, amounts previously issued, amounts being issued pursuant to this ordinance and
amounts remaining to be issued will be set forth in the Pricing Certificate (hereinafter referenced);
and
WHEREAS, the City Council hereby reserves and retains the right to issue the balance of
unissued bonds approved at the Election and the May 12, 2007, election (as reflected in the
Pricing Certificate) in one or more installments when, in the judgment of the City Council, funds
are needed to accomplish the purposes for which such bonds were voted; and
WHEREAS, the City has heretofore issued, sold and delivered, and there are currently
outstanding, obligations of the City of the following issues or series (hereinafter referred to as the
“Refundable Bonds”), to wit: (1) City of Allen, Texas, General Obligation Bonds, Series 2013,
dated June 1, 2013, (2) City of Allen, Texas, General Obligation Bonds, Series 2014, dated May
1, 2014, and (3) City of Allen, Texas, General Obligation Refunding and Improvement Bonds,
Series 2015, dated April 15, 2015; and
WHEREAS, pursuant to the provisions of Texas Government Code, Chapter 1207, as
amended, the City Council is authorized to issue refunding bonds and deposit the proceeds of
sale directly with any place of payment for the Refunded Bonds, or other authorized depository,
and such deposit, when made in accordance with said statute and the ordinances authorizing the
issuance of the Refundable Bonds, shall constitute the making of firm banking and financial
arrangements for the discharge and final payment of the Refundable Bonds; and
WHEREAS, the City shall by this Ordinance, in accordance with the provisions of Texas
Government Code, Chapters 1207 and Chapter 1371, as amended, delegate to a Pricing Officer
(hereinafter designated) the authority to determine the principal amount of Bonds to be issued
and negotiate the terms of sale thereof and to select the specific maturities, in whole or in part, of
the Refundable Bonds to be refunded and to negotiate the terms of sale thereof; and
WHEREAS, the City Council hereby finds and determines that it is a public purpose and
in the best interests of the City to refund the Refundable Bonds in order to achieve a present value
debt service savings and to authorize the issuance of the Bonds in one or more series with the
terms of such bonds to be included in one or more pricing certificates (each, a “Pricing Certificate”)
to be executed by the Pricing Officer (hereafter designated), all in accordance with the provisions
of Texas Government Code, Section 1207.007, and Texas Government Code, Chapter 1371, as
amended; now, therefore:
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS:
SECTION 1: Authorization - Series Designation - Principal Amount - Purpose - Bond Date.
General obligation bonds of the City shall be and are hereby authorized to be issued in one or
more series in the aggregate principal amount set forth in the applicable Pricing Certificate to be
designated and bear the title “CITY OF ALLEN, TEXAS GENERAL OBLIGATION
IMPROVEMENT AND REFUNDING BONDS, SERIES 2025” (herein referred to as the “Bonds”)
and/or such additional or different series as specified by the Pricing Officer in an applicable Pricing
Certificate, for any one or more of the following purposes, to wit: (1) in the amounts specified in
the Pricing Certificate for permanent public improvements and public purposes, to wit: (i)
designing, developing, constructing, repairing, resurfacing, reconstructing, extending, expanding,
improving and maintaining streets, thoroughfares, alleys, sidewalks, bridges and other public
ways, including associated neighborhood streetscapes, screening walls, streetlights, pedestrian
intersection and crossings and ADA improvements; necessary or incidental utility infrastructure
and drainage relocation and improvements; signalization and monitoring equipment and other
traffic controls; grade separations, landscaping and beautification and acquiring land, easements,
rights-of-way, and other real property interests necessary therefor or incidental thereto, and (ii)
constructing, developing, improving, expanding, renovating and equipping Ford Park, including
the installation and development of athletic fields and sport courts; (2) for the discharge and final
payment of all or a portion of the Refundable Obligations (those Refundable Obligations actually
refunded, as identified in the applicable Pricing Certificate, are referred to herein as the “Refunded
Bonds”); and (3) to pay the costs and expenses of issuance, all as provided in the applicable
Pricing Certificate and in accordance with the authority conferred by and in conformity with the
Constitution and laws of the State of Texas, including Texas Government Code, Chapters 1207,
1331 and 1371, as amended. The Bonds shall be dated (the "Bond Date") as provided in the
applicable Pricing Certificate.
SECTION 2: Fully Registered Obligations - Terms. The Bonds shall be issued as fully
registered obligations, without coupons, and the Bonds (other than the Initial Bond(s) referenced
in Section 8 hereof) shall be in denominations of $5,000 or any integral multiple (within a Stated
Maturity) thereof, shall be lettered "R" and numbered consecutively from one (1) upward and
principal shall become due and payable on a date certain in each of the years and in amounts
(the “Stated Maturities”) and bear interest at the rate(s) per annum in accordance with the details
of the Bonds as set forth in the Pricing Certificate.
The Bonds shall bear interest on the unpaid principal amounts from the date specified in
the Pricing Certificate at the rate(s) per annum shown in the applicable Pricing Certificate
(calculated on the basis of a 360-day year consisting of twelve 30-day months). Interest on the
Bonds shall be payable in each year, on the dates, and commencing on the date, set forth in the
applicable Pricing Certificate.
SECTION 3: Delegation of Authority to Pricing Officer (a) As authorized by Texas
Government Code, Chapter 1207, as amended, and Texas Government Code, Chapter 1371, as
amended, each of the Mayor, City Manager and Chief Financial Officer (either one of them, a
"Pricing Officer") is hereby authorized to act on behalf of the City in selling and delivering the
Bonds and carrying out the other procedures specified in this Ordinance, including determining
whether the Bonds shall be issued in one or more series, the selection of the specific maturities
or series in whole or in part of the Refundable Bonds to be refunded, determining the aggregate
principal amount of each series of Bonds, the aggregate principal amount to be issued for new
money purposes and the amounts to be issued from each proposition, the aggregate principal
amount to be issued for refunding purposes, as applicable, the date of each series of the Bonds,
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any additional or different designation or title by which the Bonds shall be known, the price at
which the Bonds of each series will be sold, the manner of sale (negotiated, privately placed or
competitively bid), the years in which the Bonds will mature, the principal amount to mature in
each of such years, the rate of interest to be borne by each such maturity, the interest payment
dates, the record date, the price and terms upon and at which the Bonds shall be subject to
redemption prior to maturity at the option of the City, as well as any mandatory sinking fund
redemption provisions, the designation of a paying agent/registrar, the designation of an escrow
agent satisfying the requirements of Texas Government Code, Chapter 1207, as amended, the
terms of any bond insurance applicable to the Bonds, the designation of one or more funds for
the payment of the Bonds, and all other matters relating to the issuance, sale, and delivery of the
Bonds, including any modification of the Rule 15c2-12 continuing disclosure undertaking
contained in Section 32 hereof, all of which shall be specified in the applicable Pricing Certificate,
provided that:
(i) the aggregate original principal amount of the Bonds issued for
refunding purposes shall not exceed $8,370,000;
(ii) the refunding must produce present value debt service savings of
at least 2.00%, net of any contribution by the City;
(iii) the maximum maturity date for the Bonds issued for refunding
purposes shall not exceed August 15, 2034;
(iv) the aggregate original principal amount of the Bonds issued for
new money purposes shall not exceed $15,000,000;
(v) the true interest cost rate for the Bonds issued for new money
purposes shall not exceed 5.50%; and
(vi) the maximum maturity date for the Bonds issued for new money
purposes shall not exceed August 15, 2045.
The execution of the applicable Pricing Certificate shall evidence the sale date of the
Bonds by the City to the Purchasers (hereinafter defined).
(b) The delegation made hereby shall expire if not exercised by the Pricing Officer within
365 days of the date hereof. The Pricing Officer may exercise such delegation on more than one
occasion during such time period.
SECTION 4: Terms of Payment - Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the “Holders”) appearing on the registration and transfer books maintained by the Paying
Agent/Registrar, and the payment thereof shall be in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of the Paying Agent/Registrar for the Bonds shall be as
provided in the applicable Pricing Certificate. Books and records relating to the registration,
payment, exchange and transfer of the Bonds (the “Security Register”) shall at all times be kept
and maintained on behalf of the City by the Paying Agent/Registrar, all as provided herein, in
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accordance with the terms and provisions of a “Paying Agent/Registrar Agreement,” substantially
in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying
Agent/Registrar and the City may prescribe. The Pricing Officer is hereby authorized to execute
and deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Bonds.
The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds
are paid and discharged, and any successor Paying Agent/Registrar shall be a commercial bank,
trust company, financial institution, or other entity qualified and authorized to serve in such
capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the
Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof
to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall
also give the address of the new Paying Agent/Registrar.
The Bonds shall be payable at their Stated Maturities or upon their earlier redemption,
only upon the presentation and surrender of the Bonds to the Paying Agent/Registrar at its
designated offices as provided in the applicable Pricing Certificate (the “Designated
Payment/Transfer Office”) provided, however, while a Bond is registered to Cede & Co., the
payment of principal upon a partial redemption of the principal amount thereof may be
accomplished without presentation and surrender of such Bond. Interest on a Bond shall be paid
by the Paying Agent/Registrar to the Holders whose names appears in the Security Register at
the close of business on the Record Date (which shall be set forth in the applicable Pricing
Certificate) and such interest payments shall be made (i) by check sent United States Mail, first
class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by
such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the Holder. If the date for the payment of the principal of or interest on the Bonds
shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city
where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are
authorized by law or executive order to be closed, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking
institutions are authorized to be closed; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
In the event of a non-payment of interest on one or more maturities of the Bonds on a
scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a “Special Record Date”) will be established by the Paying Agent/Registrar, if and when
funds for the payment of such past due interest have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which shall be
fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior
to the Special Record Date by United States Mail, first class postage prepaid, to the address of
each Holder of the Bonds appearing on the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every Holder of the Bonds issued under and pursuant to the provisions of
this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged
for Bonds of like maturity, and amount and in authorized denominations upon the Security
Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond
to the Paying Agent/Registrar at its Designated Payment/Transfer Office for cancellation,
accompanied by a written instrument of transfer or request for exchange duly
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executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying
Agent/Registrar.
Upon surrender for assignment or transfer of any Bond (other than the Initial Bond(s)
authorized in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, one or more new Bonds, executed on behalf of and furnished by the City,
shall be registered and issued to the assignee or transferee of the previous Holder; such Bonds
to be of authorized denominations, of like Stated Maturity, and of a like aggregate principal amount
as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) authorized in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds,
executed on behalf of and furnished by the City, to the Holder requesting the exchange.
All Bonds issued upon any such transfer or exchange of Bonds shall be delivered to the
Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by
United States Mail, first class postage prepaid, to the Holders, and, upon the registration and
delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation
to pay and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be “Predecessor Bonds,” evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in
the exchange or transfer therefor. Additionally, the term “Predecessor Bonds” shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof, and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange
any Bond called for redemption, in whole or in part, within forty-five (45) days of the date fixed for
the redemption of such Bond; provided, however, such limitation on transferability shall not be
applicable to an exchange by the Holder of the unredeemed balance of a Bond called for
redemption in part.
SECTION 6: Book-Entry-Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 4 and 5 hereof relating to the payment and transfer/exchange of
the Bonds, the City hereby approves and authorizes the use of “Book-Entry-Only” securities
clearance, settlement, and transfer system provided by The Depository Trust Company (“DTC”),
a limited purpose trust company organized under the laws of the State of New York, in
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accordance with the requirements and procedures identified in the current DTC Operational
Arrangements memorandum, as amended, the Blanket Issuer Letter of Representation, by and
between the City and DTC, and the Letter of Representation from the Paying Agent/Registrar to
DTC (collectively, the “Depository Agreement”) relating to the Bonds.
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited
with DTC who shall hold said Bonds for its participants (the “DTC Participants”). While the Bonds
are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security
Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of
DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the
“Beneficial Owners”) being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book-entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly discharging its duties as
securities depository for the Bonds, the City covenants and agrees with the Holders of the Bonds
to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued
and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register
maintained by the Paying Agent/Registrar, and payment of such Bonds shall be made in
accordance with the provisions of Sections 4 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds shall be executed on behalf of the City
by the Mayor or Mayor Pro Tem under the City’s seal reproduced or impressed thereon and
countersigned by the City Secretary. The signature of said officials on the Bonds may be manual
or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were the
proper officials of the City on the date of the adoption of this Ordinance shall be deemed to be
duly executed on behalf of the City, notwithstanding that such individuals or either of them shall
cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with
respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and provided
in Chapter 1201, Texas Government Code, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c), manually executed by the Comptroller of Public
Accounts of the State of Texas, or his or her duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered, and delivered.
SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the aggregate principal amount of the Bonds with principal
installments to become due and payable as provided in the applicable Pricing Certificate and
numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity
in the applicable principal amount and denomination and to be numbered consecutively from T-
1 and upward (hereinafter called the “Initial Bond(s)”) and, in either case, the Initial Bond(s) shall
be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s)
shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the Comptroller of Public Accounts of the State
of Texas, and delivered to the initial purchaser(s). Any time after the delivery of the Initial
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Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s),
or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange
therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and
bearing applicable interest rates for transfer and delivery to the Holders named at the addresses
identified therefor; all pursuant to and in accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other information and documentation as the
Paying Agent/Registrar may reasonably require.
SECTION 9: Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and
the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set
forth in this Section with such appropriate insertions, omissions, substitutions, and other variations
as are permitted or required by this Ordinance and, with the Bonds to be completed and modified
with the information set forth in the applicable Pricing Certificate, may have such letters, numbers,
or other marks of identification (including identifying numbers and letters of the Committee on
Uniform Securities Identification Procedures of the American Bankers Association) and such
legends and endorsements (including insurance legends on insured Bonds and any reproduction
of an opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the Pricing Officer. Each Pricing Certificate shall set forth the final and controlling
forms and terms of the Bonds. Any portion of the text of any Bonds may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(b) Form of Bonds.
REGISTERED PRINCIPAL AMOUNT
NO. R- $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION [IMPROVEMENT AND] [REFUNDING] BOND
SERIES 2025
Bond Date: Interest Rate: Stated Maturity: CUSIP No.:
Registered Owner:
Principal Amount: DOLLARS
The City of Allen (hereinafter referred to as the "City"), a body corporate and political
subdivision in the County of Collin, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the Registered Owner named above, or the registered
assigns thereof, on the Stated Maturity date specified above the Principal Amount
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hereinabove stated (or so much thereof as shall not have been paid upon prior redemption), and
to pay interest on the unpaid principal amount hereof from the interest payment date next
preceding the “Registration Date” of this Bond appearing below (unless this Bond bears a
“Registration Date” as of an interest payment date, in which case it shall bear interest from such
date, or unless the “Registration Date” of this Bond is prior to the initial interest payment date in
which case it shall bear interest from the ) at the per annum rate of interest specified
above computed on the basis of a 360-day year of twelve 30-day months; such interest being
payable on and in each year, commencing ,
until maturity or prior redemption. Principal of this Bond is payable at its Stated Maturity or
redemption to the registered owner hereof, upon presentation and surrender, at the Designated
Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate
appearing hereon, or its successor; provided, however, while this Bond is registered to Cede &
Co., the payment of principal upon a partial redemption of the principal amount hereof may be
accomplished without presentation and surrender of this Bond. Interest is payable to the
registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance
hereinafter referenced) whose name appears on the “Security Register” maintained by the Paying
Agent/Registrar at the close of business on the “Record Date,” which is the
day of the month next preceding each interest payment date, and interest shall
be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage
prepaid, to the address of the registered owner recorded in the Security Register or by such other
method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,
the registered owner. If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where
the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized
by law or executive order to close, then the date for such payment shall be the next succeeding
day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made
on the original date payment was due. All payments of principal of, premium, if any, and interest
on this Bond shall be without exchange or collection charges to the owner hereof and in any coin
or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $ (herein referred to as the “Bonds”) for the purpose of providing
funds for (1) permanent public improvements and public purposes, to wit: (i) designing,
developing, constructing, repairing, resurfacing, reconstructing, extending, expanding, improving
and maintaining streets, thoroughfares, alleys, sidewalks, bridges and other public ways,
including associated neighborhood streetscapes, screening walls, streetlights, pedestrian
intersection and crossings and ADA improvements; necessary or incidental utility infrastructure
and drainage relocation and improvements; signalization and monitoring equipment and other
traffic controls; grade separations, landscaping and beautification and acquiring land, easements,
rights-of-way, and other real property interests necessary therefor or incidental thereto, and (ii)
constructing, developing, improving, expanding, renovating and equipping Ford Park, including
the installation and development of athletic fields and sport courts; (2) the discharge and final
payment of certain outstanding obligations of the City; and (3) to pay the costs and expenses of
issuance, under and in strict conformity with the Constitution and laws of the State of Texas,
including Texas Government Code, Chapters 1207, 1331 and 1371, as amended, and pursuant
to an Ordinance adopted by the City Council of the City (herein referred to as the “Ordinance”).
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[The Bonds maturing on the dates hereinafter identified (the “Term Bonds”) are subject to
mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part prior to maturity at the price of par and accrued interest thereon to the date of redemption,
and without premium, on the dates and in the principal amounts as follows:
Term Bonds due Term Bonds due
Redemption Date Principal Amount Redemption Date Principal Amount
The particular Term Bonds of a Stated Maturity to be redeemed on each redemption date
shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal amount
of Term Bonds for a Stated Maturity required to be redeemed on a mandatory redemption date
may be reduced, at the option of the City, by the principal amount of Term Bonds of like Stated
Maturity which, at least fifty (50) days prior to a mandatory redemption date, (1) shall have been
acquired by the City at a price not exceeding the principal amount of such Term Bonds plus
accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions
appearing below and not theretofore credited against a mandatory redemption requirement.]
The Bonds maturing on and after , may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar),
on , or on any date thereafter, at the redemption price of
par, together with accrued interest to the date of redemption.
At least thirty (30) days prior to the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
prepaid, to the registered owners of each Bond to be redeemed, in whole or in part, at the address
shown on the Security Register and subject to the terms and provisions relating thereto contained
in the Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and
interest thereon shall cease to accrue from and after the redemption date therefor; provided
moneys for the payment of the redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose of such payment by the Paying
Agent/Registrar.
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the
Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of
the registered owner within forty-five (45) days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the registered
owner of the unredeemed balance of a Bond redeemed in part.
12 298321592.3/1001347253
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
redemption price of 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 may state that said
redemption is 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 redemption. If a conditional notice
of redemption is given and such prerequisites to the redemption or 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.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying
Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by the
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
and not otherwise defined have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent.
When a transfer on the Security Register occurs, one or more new fully registered Bonds of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered
owner whose name appears on the Security Register (i) on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to
payment of principal at the Stated Maturity, or its redemption, in whole or in part, and (iii) on any
other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar,
or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of
interest on a Bond on a scheduled payment date and for thirty (30) days thereafter, a new record
date for such interest payment (a “Special Record Date”) will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be fifteen (15) days after the Special Record Date) shall be sent at least f ive
(5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each registered owner of a Bond appearing on the Security Register at
the close of business on the last business day next preceding the date of mailing of such notice.
13 298321592.3/1001347253
It is hereby certified, recited, represented, and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the Constitution
and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all
acts, conditions, and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid obligations of the City have been properly done, have
happened, and have been performed in regular and due time, form, and manner as required by
the Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed
any Constitutional or statutory limitation; and that due provision has been made for the payment
of the principal of and interest on the Bonds by the levy of a tax as aforestated. In case any
provision in this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The terms and provisions of this Bond and the Ordinance shall be construed in accordance with
and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City.
CITY OF ALLEN, TEXAS
COUNTERSIGNED: Mayor
City Secretary
(SEAL)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER (
OF PUBLIC ACCOUNTS (
( REGISTER NO.
THE STATE OF TEXAS (
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 duly registered by the Comptroller
of Public Accounts of the State of Texas.
14 298321592.3/1001347253
WITNESS my signature and seal of office this .
(SEAL)
Comptroller of Public Accounts
of the State of Texas
(d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within-mentioned Ordinance; the bond or bonds of the
above entitled and designated series originally delivered having been approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by
the records of the Paying Agent/Registrar.
The designated office of the Paying Agent/Registrar in is the
Designated Payment/Transfer Office for this Bond.
,
as Paying Agent/Registrar
Registration Date:
By:
Authorized Signature
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto
(Print or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number:
) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
15 298321592.3/1001347253
DATED:
NOTICE: The signature on this assignment
Signature guaranteed: must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular.
(f) The Initial Bond(s) shall be in the form set forth therefor in paragraph (b) of this
Section, except the form of a single registered Initial Bond shall be modified as follows:
Heading and paragraph one shall be amended to read as follows:
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION [IMPROVEMENT AND] [REFUNDING] BOND
SERIES 2025
Bond Date:
Registered Owner:
Principal Amount:
The City of Allen (hereinafter referred to as the "City"), a body corporate and political
subdivision in the County of Collin, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the registered owner named above, or the registered
assigns thereof, the Principal Amount hereinabove stated on in the
years and in principal installments in accordance with the following schedule:
Stated
Maturity
Principal
Installment
Interest
Rate(s)
(Information to be inserted from Pricing Certificate).
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid principal installments hereof from the at the per annum rates
of interest specified above computed on the basis of a 360-day year of twelve 30-day months;
such interest being payable on , and each and
thereafter, until maturity or prior redemption. Principal installments of this
Bond are payable in the year of maturity or on a redemption date to the registered owner hereof
by (the “Paying Agent/Registrar”),
upon presentation and surrender, at its designated offices in (the
“Designated Payment/Transfer Office”). Interest is payable to the registered owner of this Bond
whose name appears on the “Security Register” maintained by the Paying Agent/Registrar at the
close of business on the “Record Date,” which is the day of the month
next preceding each interest payment date, and interest shall be paid by the Paying
16 298321592.3/1001347253
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to
the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
All payments of principal of, premium, if any, and interest on this Bond shall be without exchange
or collection charges to the registered owner hereof and in any coin or currency of the United
States of America, which at the time of payment is legal tender for the payment of public and
private debts. If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by
law or executive order to be closed, then the date for such payment shall be the next succeeding
day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to be closed; and payment on such date shall have the same force and effect as if
made on the original date payment was due.
SECTION 10: Levy of Taxes. To provide for the payment of the “Debt Service
Requirements” of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount is the greater) there is hereby
levied, and there shall be annually assessed and collected in due time, form, and manner, a tax
on all taxable property in the City, within the limitations prescribed by law, sufficient to pay the
Debt Service Requirements of the Bonds as the same becomes due and payable; and such tax
hereby levied on each one hundred dollars’ valuation of taxable property in the City for the
payment of the Debt Service Requirements of the Bonds shall be at a rate from year to year as
will be ample and sufficient to provide funds each year to pay the principal of and interest on said
Bonds while Outstanding; full allowance being made for delinquencies and costs of collection; the
taxes levied, assessed, and collected for and on account of the Bonds shall be accounted for
separate and apart from all other funds of the City and shall be deposited in one or more speci al
funds as specified in the applicable Pricing Certificate by the Pricing Officer (the “Interest and
Sinking Fund”) to be maintained at an official depository of the City’s funds; and such tax hereby
levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds.
Provided, however, in regard to the payment to become due on the Bonds prior to the tax
delinquency date next following the annual assessment of taxes levied which next follows the
Bond Date, if any, sufficient current funds will be available and are hereby appropriated to make
such payments; and the Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant
Chief Financial Officer and City Secretary of the City, individually or jointly, are hereby authorized
and directed to transfer and deposit in the Interest and Sinking Fund such current funds which,
together with the accrued interest, if any, received from the initial purchasers, will be sufficient to
pay the payments due on the Bonds prior to the tax delinquency date next following the annual
assessment of taxes levied which next follows the Bond Date.
The Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant Chief
Financial Officer and City Secretary of the City, individually or jointly, are hereby authorized and
directed to cause to be transferred to the Paying Agent/Registrar for the Bonds, from funds on
deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly
each installment of interest and principal of the Bonds as the same accrues or matures or comes
due by reason of redemption prior to maturity; such transfers of funds to be made in such manner
as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each
principal and interest payment date for the Bonds.
17 298321592.3/1001347253
SECTION 11: Mutilated – Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost, or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond; and
with respect to a lost, destroyed, or stolen Bond, a replacement Bond may be issued only upon
the approval of the City and after (i) the filing by the Holder with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss, or theft of such Bond,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying
Agent/Registrar harmless. All expenses and charges associated with such indemnity and with
the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of the
Bond mutilated, or destroyed, lost, or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and ratably
with all other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Bonds.
SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance and the applicable Pricing
Certificate, then the pledge of taxes levied under this Ordinance and all covenants, agreements,
and other obligations of the City to the Holders shall thereupon cease, terminate, and be
discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the r edemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in trust
by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall
have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow
agent, which Government Securities shall mature as to principal and interest in such amounts and
at such times as will insure the availability, without reinvestment, of sufficient money, together
with any moneys deposited therewith, if any, to pay when due the principal of and interest on such
Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice
of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable
to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a
defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying
Agent/Registrar, an independent certified public accountant, or another qualified third party
concerning the sufficiency of the deposit of cash and/or Government Securities to pay, when due,
the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City
covenants that no deposit of moneys or Government Securities will be made under this Section
and no use made of any such deposit which would cause the Bonds to be treated as "arbitrage
bonds" within the meaning of section
148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto.
18 298321592.3/1001347253
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying Agent/Registrar or an
authorized escrow agent, pursuant to this Section which is not required for the payment of the
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held
in trust to pay shall, upon the request of the City, be remitted to the City against a written receipt
therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State
of Texas.
Unless otherwise provided in the applicable Pricing Certificate, the term “Government
Securities” shall mean (i) direct noncallable obligations of the United States of America, including
obligations the principal of and interest on which are unconditionally guaranteed by the United
States of America, (ii) noncallable obligations of an agency or instrumentality of the United States
of America, including obligations unconditionally guaranteed or insured by the agency or
instrumentality and, on the date of their acquisition or purchase by the City, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date of their acquisition
or purchase by the City, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent, and (iv) any other then authorized securities or
obligations under applicable law that may be used to defease obligations such as the Bonds.
The City reserves the right, subject to satisfying the requirements of (i) and (ii) above, to
substitute other Government Securities for the Government Securities originally deposited, to
reinvest the uninvested moneys on deposit for such defeasance and to withdraw for the benefit
of the City moneys in excess of the amount required for such defeasance.
Upon such deposit as described above, such Bonds shall no longer be regarded to be
outstanding or unpaid. Provided, however, the City has reserved the option, to be exercised at
the time of the defeasance of the Bonds, to call for redemption, at an earlier date, those Bonds
which have been defeased to their maturity date, if the City: (i) in the proceedings pr oviding for
the firm banking and financial arrangements, expressly reserves the right to call the Bonds for
redemption; (ii) gives notice of the reservation of that right to the Holders of the Bonds immediately
following the making of the firm banking and financial arrangements; and (iii) directs that notice
of the reservation be included in any redemption notices that it authorizes.
SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This Ordinance,
together with the applicable Pricing Certificate, shall constitute a contract with the Holders from
time to time, be binding on the City, and shall not be amended or repealed by the City so long as
any Bond remains Outstanding except as permitted in this Section and in Section 32 hereof. The
City may, without the consent of or notice to any Holders, from time to time and at any time,
amend this Ordinance or any provision in the applicable Pricing Certificate in any manner not
detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency,
or formal defect or omission herein. In addition, the City may, with the consent of Holders who
own a majority of the aggregate of the principal amount of the Bonds then Outstanding, amend,
add to, or rescind any of the provisions of this Ordinance or any
19 298321592.3/1001347253
provision in the applicable Pricing Certificate; provided that, without the consent of all Holders of
Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times
of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the
redemption price, or the rate of interest thereon, or in any other way modify the terms of payment
of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other
Bond, or (3) reduce the aggregate principal amount of Bonds required to be held by Holders for
consent to any such amendment, addition, or rescission.
The term “Outstanding” when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with the
provisions of Section 12 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been replaced
with Bonds registered and delivered in lieu thereof as provided in Section 11 hereof.
SECTION 14: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
“Closing Date” means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
“Code” means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
“Computation Date” has the meaning set forth in Section 1.148-1(b) of the
Regulations.
“Gross Proceeds” means any proceeds as defined in Section 1.148-1(b) of
the Regulations, and any replacement proceeds as defined in Section 1.148- 1(c)
of the Regulations, of the Bonds.
“Investment” has the meaning set forth in Section 1.148-1(b) of the
Regulations.
“Nonpurpose Investment” means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
“Rebate Amount” has the meaning set forth in Section 1.148-1(b) of the
Regulations.
20 298321592.3/1001347253
“Regulations” means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds.
Any reference to any specific Regulation shall also mean, as appropriate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
“Yield” of (1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations and (2) the Bonds has the meaning set forth in Section 1.148-
4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction, or improvement of which is to be financed (or refinanced) directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Bond to become includable in the gross income, as defined in Section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such covenant will not adversely affect
the exemption from federal income tax of the interest on any Bond, the City shall comply with
each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated
Maturity of Bonds:
(i) exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Bonds), and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed, or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department, and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(ii) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction, or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds (including
property financed with Gross Proceeds of the Refunded Bonds), other than taxes
of general application within the City or interest earned on investments acquired
with such Gross Proceeds pending application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For purposes
of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or
entity if: (1) property acquired, constructed, or improved with such Gross Proceeds is
21 298321592.3/1001347253
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output, or similar contract or arrangement; or (3) indirect benefits, or burdens
and benefits of ownership, of such Gross Proceeds or any property acquired, constructed, or
improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or
use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of
the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by Section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder:
(i) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and
apart from all other funds (and receipts, expenditures and investments thereof) and
shall retain all records of accounting for at least six (6) years after the day on which
the last outstanding Bond is discharged. However, to the extent permitted by law,
the City may commingle Gross Proceeds of the Bonds with other money of the
City, provided that the City separately accounts for each receipt and expenditure
of Gross Proceeds and the obligations acquired therewith.
(ii) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(f) of
the Code and the Regulations and rulings thereunder. The City shall maintain such
calculations with its official transcript of proceedings relating to the issuance of the
Bonds until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the Holders thereof for federal income tax
purposes, the City shall pay to the United States from an appropriate fund, or if
permitted by applicable Texas statute, regulation, or opinion of the Attorney
General of the State of Texas, the Interest and Sinking Fund, the amount that when
added to the future value of previous rebate payments made for the Bonds equals
(i) in the case of a Final Computation Date as defined in Section 1.148-
22 298321592.3/1001347253
3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on
such date; and (ii) in the case of any other Computation Date, ninety percent (90%)
of the Rebate Amount on such date. In all cases, the rebate payments shall be
made at the times, in the installments, to the place, and in the manner as is or may
be required by Section 148(f) of the Code and the Regulations and rulings
thereunder, and shall be accompanied by Form 8038-T or such other forms and
information as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder.
(iv) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (ii) and (iii),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to subsection (h) of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if
the transaction had been at arm’s length and had the Yield of the Bonds not been relevant to
either party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Manager, Chief Financial Officer, Assistant Chief Financial Officer, and City Secretary of the City,
individually or jointly, to make elections permitted or required pursuant to the provisions of the
Code or the Regulations, as one or more of such persons deems necessary or appropriate in
connection with the Bonds, in the Certificate as to Tax Exemption, or similar or other appropriate
certificate, form, or document.
(k) Bonds Not Hedge Bonds. At the time the original obligations refunded by the
Bonds were issued, the City reasonably expected to spend at least 85% of the spendable
proceeds of such bonds within three years after such bonds were issued, and (2) not more than
50% of the proceeds of the original obligations refunded by the Bonds were invested in
Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more.
(l) Current Refunding. The Bonds are a current refunding of the Refunded Bonds in
that the Refunded Bonds will be paid or redeemed within 90 days of the date of the delivery of the
Bonds.
SECTION 15: Sale of Bonds – Official Statement. The Bonds authorized by this Ordinance
may be sold by the City to the purchaser(s) (herein referred to as the “Purchasers”) by (i)
negotiated sale, in accordance with one or more bond purchase agreements (each, a “Purchase
Contract”), (ii) private placement, in accordance with an agreement to purchase or other
agreement, or (iii) competitive bidding, in accordance with the successful bid submitted therefor,
as determined by the Pricing Officer, in accordance with Section 3 hereof. The Pricing Officer is
hereby authorized and directed to execute the Purchase Contract, agreement to purchase in the
event of a private placement, or the successful bid form in the event of a
23 298321592.3/1001347253
competitive sale, as applicable, for and on behalf of the City and as the act and deed of this City
Council.
The Pricing Officer is hereby authorized and directed to execute said Purchase Contract
for and on behalf of the City and as the act and deed of this City Council.
With regard to such terms and provisions of said Purchase Contract as a result of a
negotiated sale, the Pricing Officer is hereby authorized to come to an agreement with the
Purchasers on the following, among other matters:
1. The details of the purchase and sale of the Bonds;
2. The details of the public offering of the Bonds by the Purchasers;
3. The details of an Official Statement (and, if appropriate, any Preliminary Official
Statement) relating to the Bonds and the City’s Rule 15c2-12 compliance;
4. A security deposit for the Bonds;
5. The representations and warranties of the City to the Purchasers;
6. The details of the delivery of, and payment for, the Bonds;
7. The Purchasers’ obligations under the Purchase Contract;
8. The certain conditions to the obligations of the City under the Purchase Contract;
9. Termination of the Purchase Contract;
10. Particular covenants of the City;
11. The survival of representations made in the Purchase Contract;
12. The payment of any expenses relating to the Purchase Contract;
13. Notices; and
14. Any and all such other details that are found by the Pricing Officer to be
necessary and advisable for the purchase and sale of the Bonds.
The Mayor and City Secretary of the City are further authorized and directed to deliver for
and on behalf of the City copies of one or more Preliminary Official Statements and Official
Statements, prepared in connection with the offering of the Bonds by the Purchasers, in final form
as may be required by the Purchasers, and such final Official Statement in the form and content
as approved by the Pricing Officer shall be deemed to be approved by the City Council of the City
and constitute the Official Statement authorized for distribution and use by the Purchasers.
SECTION 16: Escrow Agreement. An “Escrow Agreement” (the “Escrow Agreement”) by
and between the City and an authorized escrow agent (the “Escrow Agent”) if any such agreement
is required in connection with the issuance of the Bonds, shall be attached to, and approved in,
the applicable Pricing Certificate. Such Escrow Agreement is hereby authorized to
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be finalized and executed by the Pricing Officer for and on behalf of the City and as the act and
deed of this City Council; and such Escrow Agreement as executed by said Pricing Officer shall
be deemed approved by the City Council and constitute the Escrow Agreement herein approved.
With regard to the finalization of certain terms and provisions of said Escrow Agreement, a Pricing
Officer is hereby authorized to come to an agreement with the Escrow Agent on the following
details, among other matters:
The identification of the Refunded Bonds;
The creation and funding of the Escrow Fund; and
The Escrow Agent’s compensation, administration of the Escrow Fund, and the settlement
of any paying agents’ charges relating to the Refunded Bonds.
Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are
hereby authorized and directed to make the necessary arrangements for the purchase of the
escrowed securities referenced in the Escrow Agreement (the “Escrowed Securities”), if any, and
the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for
deposit to the credit of the “CITY OF ALLEN, TEXAS, GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2025 ESCROW FUND” (referred to herein as the “Escrow Fund”), or such other
designation as specified on the applicable Pricing Certificate; all as contemplated and provided in
Texas Government Code, Chapter 1207, as amended, this Ordinance, the applicable Pricing
Certificate, and the Escrow Agreement. At the written direction of the City, the Escrow Agent shall
reinvest cash balances representing receipts from the Escrowed Securities, make substitutions
of the Escrowed Securities or redeem the Escrowed Securities and reinvest the proceeds thereof
in substituted Escrowed Securities and enter into any associated contract with a provider of
Escrowed Securities as long as any such substituted Escrowed Securities mature on the dates
and in the amounts specified in the verification report as sufficient to pay the principal of and
redemption premium, if any, and interest on the Refunded Bonds when due. All Escrowed
Securities delivered under such an arrangement shall be delivered to the Escrow Agent on a
“delivery versus payment” basis. To the extent the Pricing Officer determines such an
arrangement is in the City’s best interest, the Pricing Officer is authorized to provide such written
direction of the City to the Escrow Agent and sign any associated contract, agreement, certificate
or instruction letter with respect to such arrangement from time to time.
On or immediately prior to the date of the delivery of the Bonds to the Purchasers, the
Pricing Officer shall also cause to be deposited (and is hereby authorized to cause to be
deposited) with the Escrow Agent from moneys on deposit in the debt service fund(s) maintained
for the payment of the Refunded Bonds an amount which, together with the proceeds of sale, and
the investment earnings thereon, will be sufficient to pay in full the Refunded Bonds (or the amount
of accrued interest due thereon) scheduled to mature and authorized to be redeemed on the
earliest date established in the applicable Pricing Certificate for the redemption of any of the
Refunded Bonds (or the earliest date of payment, to be made from moneys in the Escrow Fund,
as established in the applicable Pricing Certificate, of the amount of accrued interest due thereon).
To the extent an Escrow Agreement is not required in connection with the issuance of the
Bonds, the Pricing Officer is authorized to enter into a deposit letter agreement or such other
comparable document which evidences the receipt of refunding bond proceeds with the paying
agent for the Refunded Bonds. The deposit letter agreement or such other comparable
25 298321592.3/1001347253
document as executed by the Pricing Officer shall be deemed approved by the City Council and
constitute the agreement herein approved.
SECTION 17: Refunded Bonds. (a) In order to provide for the refunding, discharge and
retirement of the Refunded Bonds, the Refunded Bonds identified, described and in the amount
set forth in the applicable Pricing Certificate are called for redemption on the first date such
Refunded Bonds are subject to redemption or such other date specified by the Pricing Officer in
the applicable Pricing Certificate at the price of par plus accrued interest to the redemption date,
and a notice of such redemption shall be given in accordance with the applicable provisions of
the ordinance(s) adopted by the City Council of the City, which authorized the issuance of the
Refunded Bonds. The Pricing Officer is hereby authorized and directed to provide documentation,
including a copy of this Ordinance and the applicable Pricing Certificate, to the paying
agent/registrar for the Refunded Bonds, together with a suggested form of notice of red emption
to be sent to holders, such suggested form of notice of redemption for the Refunded Bonds to be
substantially the form(s) set forth as an exhibit to the applicable Pricing Certificate, in accordance
with the redemption provisions applicable to the Refunded Bonds
(b) The paying agent/registrar for the Refunded Bonds is hereby directed to provide
the appropriate notice of redemption as required by the ordinance(s) authorizing the Refunded
Bonds and is hereby directed to make appropriate arrangements so that the Refunded Bonds
may be redeemed on the redemption date.
(c) The source of funds for payment of the principal of and interest on the Refunded
Bonds on their respective maturity or redemption dates shall be from the funds deposited with the
paying agent/registrar for the Refunded Bonds or the Escrow Agent pursuant to the Escrow
Agreement finalized by the Pricing Officer and approved in Section 16 of this Ordinance and by
the Pricing Officer in the applicable Pricing Certificate.
SECTION 18: Control and Custody of Bonds. The Mayor shall be and is hereby
authorized to take and have charge of all necessary ordinances, resolutions, orders and records,
including the definitive Bonds and the Initial Bond(s), pending the investigation and approval of
the Initial Bond(s) by the Attorney General of the State of Texas, and the registration of the Initial
Bond(s) to the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant
Chief Financial Officer, and City Secretary of the City, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents and certifications relating to the
City and the issuance of the Bonds, including a certification as to facts, estimates, circumstances,
and reasonable expectations pertaining to the use, expenditure, and investment of the proceeds
of the Bonds, as may be necessary for the issuance of the Bonds, the approval of the Attorney
General, the registration by the Comptroller of Public Accounts, and the delivery of the Bonds to
the Purchasers and, together with the City’s financial advisor, bond counsel and the Paying
Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the
Purchasers and the initial exchange thereof for definitive Bonds.
SECTION 19: Proceeds of Sale. Immediately following the delivery of the Bonds, the
proceeds of sale (less those proceeds of sale designated to pay costs of issuance, amounts to
pay municipal bond insurance premium, if any, any accrued interest received from the Purchasers
of the Bonds, premium in the amount, if any, specified in the applicable Pricing
26 298321592.3/1001347253
Certificate, and amounts to be deposited to the construction fund) shall be deposited with the
paying agent/registrar for the Refunded Bonds, or the Escrow Agent for application and
disbursement in accordance with the provisions of the Escrow Agreement, as provided in the
applicable Pricing Certificate. The proceeds of sale of the Bonds not so deposited with the paying
agent/registrar for the Refunded Bonds, or the Escrow Agent, for the refunding of the Refunded
Bonds shall be disbursed for payment of costs of issuance, disbursed for the payment of municipal
bond insurance premium, if any, disbursed to pay costs of accomplishing the new money
purposes for which a portion of the Bonds are being issued, or deposited in the Interest and
Sinking Fund for the Bonds, all in accordance with written instructions from the City or its Financial
Advisor. Accrued interest and premium in the amount, if any, specified in the applicable Pricing
Certificate received from the sale of the Bonds shall be deposited to the credit of the Interest and
Sinking Fund. Such proceeds of sale may be invested in authorized investments and any
investment earnings realized may be (with respect to the accrued interest received from the
Purchasers) deposited in the Interest and Sinking Fund as shall be determined by the City Council
of the City.
Pending expenditure for authorized projects and purposes, such proceeds of sale
deposited to the construction fund may be invested in authorized investments in accordance with
the provisions of Texas Government Code, Chapter 2256, including guaranteed investment
contracts permitted in Texas Government Code, Section 2256.015, et seq., and any investment
earnings realized may be expended for such authorized projects and purposes or deposited in
the Interest and Sinking Fund as shall be determined by the City Council. Any excess bond
proceeds issued for new money purposes, including investment earnings, remaining after
completion of all authorized projects or purposes shall be deposited to the credit of the Interest
and Sinking Fund.
Additionally, the Pricing Officer shall determine the amount, if any, of any City contribution
to the refunding from moneys on deposit in the interest and sinking fund(s) maintained for the
payment of the Refunded Bonds.
SECTION 20: [Reimbursement. The City reasonably expects to reimburse capital
expenditures made from its own funds with respect to the projects described in Section 1 hereof
with proceeds of the Bonds and this Ordinance shall constitute a declaration of official intent under
Treas. Reg. § 1.150-2. The maximum principal amounts of obligations to be issued for the
projects is set forth in Section 3 hereof.]
SECTION 21:Notices to Holders-Waiver. Wherever this Ordinance or a Pricing Certificate
provides for notice to Holders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and sent by United States Mail, first class
postage prepaid, to the address of each Holder appearing in the Security Register at the close of
business on the business day next preceding the mailing of such notice.
In any case in which notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency
of such notice with respect to all other Bonds. Where this Ordinance or a Pricing Certificate
provides for notice in any manner, such notice may be waived in writing by the Holder entitled to
receive such notice, either before or after the event with respect to which such notice is given,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.
27 298321592.3/1001347253
SECTION 22: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have acquired in any manner whatsoever,
and all Bonds so delivered shall be promptly cancelled by the Paying Agent/Registrar. All
cancelled Bonds held by the Paying Agent/Registrar shall be returned to the City.
SECTION 23: Bond Counsel Opinion. The obligation of the Purchasers to accept delivery
of the Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP (“Bond
Counsel”), Attorneys, Dallas, Texas, approving the Bonds as to their validity, said opinion to be
dated and delivered as of the date of delivery and payment for the Bonds. A true and correct
reproduction of said opinion is hereby authorized to be printed on the Bonds, or an executed
counterpart thereof is hereby authorized to be either printed on definitive printed obligations or
deposited with DTC along with the global certificates for the implementation and use of the Book-
Entry-Only System used in the settlement and transfer of the Bonds. The prior engagement of
Norton Rose Fulbright US LLP as Bond Counsel by the City is hereby ratified, confirmed and
approved.
SECTION 24: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on
the definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither
the City nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP
numbers incorrectly printed or typed on the definitive Bonds.
SECTION 25: Benefits of Ordinance. Nothing in this Ordinance or a Pricing Certificate,
expressed or implied, is intended or shall be construed to confer upon any person other than the
City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable,
under or by reason of this Ordinance or any provision hereof or a Pricing Certificate, this
Ordinance and all of its provisions and the applicable Pricing Certificate being intended to be and
being for the sole and exclusive benefit of the City, the Paying Agent/Registrar, and the Holders.
SECTION 26: Inconsistent Provisions. All ordinances or resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance or a Pricing Certificate,
are hereby repealed to the extent of such conflict, and the provisions of this Ordinance and the
applicable Pricing Certificate shall be and remain controlling as to the matters contained herein
and therein.
SECTION 27: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 28: Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 29: Construction of Terms. If appropriate in the context of this Ordinance, words
of the singular number shall be considered to include the plural, words of the plural number shall
be considered to include the singular, and words of the masculine, feminine, or neuter gender
shall be considered to include the other genders.
28 298321592.3/1001347253
SECTION 30: 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 the City Council of the City hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 31: Incorporation of Findings and Determinations. The findings and
determinations of the City Council of the City contained in the preamble hereof are hereby
incorporated by reference and made a part of this Ordinance for all purposes as if the same were
restated in full in this Section.
SECTION 32: Continuing Disclosure Undertaking. The Pricing Officer is hereby
authorized to determine whether a continuing disclosure undertaking is required in connection
with the issuance of the Bonds. To the extent it is determined that an undertaking under the Rule
is required, this Section 32 shall apply.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
“Financial Obligation” means a (a) debt obligation; (b) derivative instrument
entered into in connection with, or pledged as security or a source of payment for,
an existing or planned debt obligation; or (c) guarantee of a debt obligation or any
such derivative instrument; provided that “financial obligation” shall not include
municipal securities as to which a final official statement (as defined in the Rule)
has been provided to the MSRB consistent with the Rule.
“MSRB” means the Municipal Securities Rulemaking Board.
“Rule” means SEC Rule 15c2-12, as amended from time to time.
“SEC” means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1) within six months
after the end of each fiscal year of the City beginning in the year stated in the applicable Pricing
Certificate, financial information and operating data with respect to the City of the general type
included in the final Official Statement approved by the Pricing Officer and described in the
applicable Pricing Certificate, and (2) if not provided as part such financial information and
operating data, audited financial statements of the City, when and if available. Any financial
statements to be provided shall be (i) prepared in accordance with the accounting principles
described in the applicable Pricing Certificate, or such other accounting principles as the City may
be required to employ from time to time pursuant to state law or regulation, and in substantially
the form included in the Official Statement, and (ii) audited, if the City commissions an audit of
such statements and the audit is completed within the period during which they must be provided.
If the audit of such financial statements is not complete within twelve (12) months after any such
fiscal year end, then the City shall file unaudited financial statements within such twelve-month
period and audited financial statements for the applicable fiscal year, when and if the audit report
on such statements becomes available.
If the City changes its fiscal year, it will notify the MSRB 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.
29 298321592.3/1001347253
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 available to the public on the MSRB’s Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The City shall provide notice of any of the following
events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business
days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(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, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of the
Bonds, or other material events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;
(14) Appointment of a successor or additional trustee or the change of name of
a trustee, if material;
(15) Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect security holders, if material; and
30 298321592.3/1001347253
(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the City, any of which
reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding subsection
(c)12 is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or
in any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City, and (b) the City intends the words used in the immediately preceding
subsections (c)15 and (c)16 and the definition of Financial Obligation in this Section to have the
same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885,
dated August 20, 2018.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section while, but only while, 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 (c) hereof of any Bond calls and
defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City’s
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
31 298321592.3/1001347253
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this 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.
Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section
may be amended by the City from time to time to adapt to changed circumstances resulting 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 to
the date of such amendment, as well as such changed circumstances, and (2) either
(a) the Holders of a majority in aggregate principal amount (or any greater amount required by
any other provision of this Ordinance that authorizes such an amendment) of the Outstanding
Bonds consent to such amendment or (b) a Person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially impair
the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section
may also be amended from time to time or repealed by the City if the SEC amends or repeals the
applicable provisions of the Rule or a court of final jurisdiction determines that such provisions
are invalid, but only if and to the extent that reservation of the City’s right to do so would not
prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or selling
Bonds in such offering. If the City so amends the provisions of this Section, it shall include with
any amended financial information or operating data next provided pursuant to subsection (b)
hereof an explanation, in narrative form, of the reasons for the amendment and of the impact of
any change in the type of financial information or operating data so provided.
SECTION 33: Municipal Bond Insurance. The Bonds may be sold with the principal of and
interest thereon being insured by a municipal bond insurance provider authorized to transact
business in the State of Texas. The Pricing Officer is hereby authorized to make the selection of
municipal bond insurance (if any) for the Bonds and make the determination of the provisions of
any commitment therefor.
SECTION 34: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Chief Financial Officer, Assistant Chief Financial Officer, and City Secretary, are hereby
expressly 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 on
behalf of the City all agreements, instruments, certificates or other documents, whether mentioned
herein or not, as may be necessary or desirable in order to carry out the terms and provisions of
this Ordinance and the issuance of the Bonds. In addition, prior to the initial delivery of the Bonds,
the Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant Chief Financial
Officer, City Secretary or Bond Counsel to the City are each hereby authorized and directed to
approve any technical changes or corrections to this Ordinance or to any of the documents
authorized and approved by this Ordinance, including each applicable Pricing Certificate: (i) in
order to cure any technical ambiguity, formal defect, or omission in the Ordinance or such other
document; or (ii) as requested by the Attorney General of the State of Texas or his representative
to obtain the approval of the Bonds by the Attorney General and if such officer or counsel
determines that such ministerial changes are consistent with the intent and purpose of the
Ordinance, which determination shall be final. In the event that any officer of the City whose
signature shall appear on any document shall cease to be such officer before
32 298321592.3/1001347253
the delivery of such document, such signature nevertheless shall be valid and sufficient for all
purposes the same as if such officer had remained in office until such delivery.
SECTION 35: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 36: Effective Date. This Ordinance shall take effect and be in full force
immediately from and after its adoption on the date hereof in accordance with the provisions of
Texas Government Code, Section 1201.028, as amended.
[remainder of page left blank intentionally]
A-1 298321592.3/1001347253
EXHIBIT A
FORM OF PAYING AGENT/REGISTRAR AGREEMENT
298781122.1/1001347253
FORM OF PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of (this “Agreement”), by and
between , a banking association duly organized and existing under
the laws of the United States of America and authorized to do business in the State of Texas, or
its successors (the “Bank”) and the City of Allen, Texas (the “Issuer”),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its “City of
Allen, Texas, General Obligation Improvement and Refunding Bonds, Series 2025” (the
“Securities”), dated , 2025, such Securities scheduled to be delivered to the initial
purchasers thereof on or about , 2025; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the “Authorizing Document” (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank’s services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto; provided however, notwithstanding anything herein or in Annex A to
the contrary, the aggregate value of this agreement shall be less than the dollar limitation set forth
in Sections 2271.002(a)(2), 2274.002(a)(2) and 2276.002(a)(2) of the Texas Government Code,
as amended.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
2 298781122.1/1001347253
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
“Acceleration Date” on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
“Authorizing Document” means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
“Bank Office” means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
“Holder” and “Security Holder” each means the Person in whose name a
Security is registered in the Security Register.
“Person” means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or government
or any agency or political subdivision of a government.
“Predecessor Securities” of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated, lost,
destroyed, or stolen Security for which a replacement Security has been registered
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing
Document).
“Redemption Date”, when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
“Responsible Officer”, when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any
3 298781122.1/1001347253
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
“Security Register” means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
“Stated Maturity” means the date specified in the Authorizing Document the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms “Bank,” “Issuer,” and “Securities (Security)”
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term “Paying Agent/Registrar” refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder’s risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the “Security Register”) for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such other
information as may be reasonably required by the Issuer and subject to such reasonable
4 298781122.1/1001347253
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements
of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority,
such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank’s general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained in
the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
5 298781122.1/1001347253
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth herein
and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
6 298781122.1/1001347253
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared
by the Issuer, the Issuer’s financial advisor or other agent. The Bank may act on a facsimile or
e-mail transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer’s
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank’s reliance upon
and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
7 298781122.1/1001347253
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or willful misconduct on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal corporate
office of the Bank in the City of Dallas, Texas.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for “Depository Trust Company” services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the “Operational Arrangements”, which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
8 298781122.1/1001347253
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
9 298781122.1/1001347253
Section 6.12 Iran, Sudan or Foreign Terrorist Organizations. The Bank represents
that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other
affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing
representation excludes the Bank and each of its parent company, wholly- or majority-owned
subsidiaries, and other affiliates, if any, that the United States government has affirmatively
declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal
sanctions regime relating to a foreign terrorist organization. The Bank understands “affiliate” to
mean any entity that controls, is controlled by, or is under common control with the Bank within
the meaning of SEC Rule 405, 17 C.F.R. § 230.405, and exists to make a profit.
Notwithstanding anything contained herein, the representation contained in this Section
shall survive termination of this Agreement until the statute of limitations has run.
Section 6.13 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
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298781122.1/1001347253 [signature Page to Paying Agent/Registrar Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
By:
Title:
Address:
298781122.1/1001347253 [signature Page to Paying Agent/Registrar Agreement]
CITY OF ALLEN, TEXAS
By:
Pricing Officer
Address: 305 Century Parkway
Allen, Texas 75013
ANNEX A
298781122.1/1001347253 A-1