O-3654-4-19 ORDINANCE NO. 3654-4-19
AN ORDINANCE authorizing the issuance of "CITY OF ALLEN, TEXAS,
GENERAL OBLIGATION IMPROVEMENT AND REFUNDING BONDS,
SERIES 2019"; 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 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 May 7, 2016 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 Council hereby reserves and retains the right to issue the balance of
unissued bonds approved at the May 12, 2007 and May 7, 2016 elections (as reflected in the
Pricing Certificate) in one or more installments when, in the judgment of the Council, funds are
needed to accomplish the purposes for which such bonds were voted, and
WHEREAS, the City Council of the City of Allen, Texas (the "City") has heretofore
issued, sold and delivered, and there is currently outstanding, obligations of the City of the
following issues or series (hereinafter referred to as the "Refunded Bonds"), to wit: City of
Allen, Texas, General Obligation Bonds, Series 2009, dated May 1, 2009; 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 ordinance authorizing the
issuance of the Refunded Bonds, shall constitute the making of firm banking and financial
arrangements for the discharge and final payment of the Refunded Bonds; and
WHEREAS, the City shall by this Ordinance, in accordance with the provisions of Texas
Government Code, Chapter 1207 and Chapter 1371, 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
Refunded 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 Refunded Bonds in order to achieve a present
value debt service savings and to authorize the issuance of the Bonds in one or more series
and 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:
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS:
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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 2019" (herein referred to
as the "Bonds"), for the purposes of providing funds (1) in the amounts specified in the Pricing
Certificate for permanent public improvements and public purposes, to wit (i) acquiring,
constructing, renovating, improving, expanding and equipping public safety facilities and the
acquisition of land therefor, including fire stations and a police training facility, (ii) acquiring,
constructing, improving and equipping park and recreational facilities, including the acquisition
of land therefor, and (iii) acquiring, constructing, improving and maintaining streets,
thoroughfares, bridges, alleyways and sidewalks within the City, including related storm
drainage improvements, traffic signalization and signage, streetscaping and median
improvements, and utility relocations and the acquisition of land and rights of way therefor, (2)
for the discharge and final payment of certain obligations of the City (described in the preamble
hereof and finally identified in the applicable Pricing Certificate and referred to as the "Refunded
Bonds") and 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 Texas
Government Code, Chapter 1207, as amended, and Texas Government Code, Chapter 1371,
as amended, each of the Mayor 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 Refunded 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, 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
74216721.2/1001065798 2
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 31 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 $1,700,000;
(ii) the refunding must produce present value debt service savings of
at least 0.5%, net of any contribution by the City;
(iii) the true interest cost rate for the Bonds issued for refunding
purposes shall not exceed 3.00%;
(iv) the maximum maturity date for the Bonds issued for refunding
purposes shall not exceed August 15, 2021;
(v) the aggregate original principal amount of the Bonds issued for
new money purposes shall not exceed $7,800,000;
(vi) the true interest cost rate for the Bonds issued for new money
purposes shall not exceed 3.75%;
(vii) the maximum maturity date for the Bonds issued for new money
purposes shall not exceed August 15, 2034.
The execution of the 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 180 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 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
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
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hereby authorized to execute and deliver such 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 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 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
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
74216721.2/1001065798 4
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
accordance with the requirements and procedures identified in the current DTC Operational
Arrangements memorandum, as amended, the Blanket Issuer Letter of Representation, by and
111 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.
74216721.2/1001065798 5
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 Tern 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 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
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
74216721.2/1001065798 6
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 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. The 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 2019
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
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
74216721.2/1001065798 7
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: $ for
acquiring, constructing, renovating, improving, expanding and equipping public safety facilities
and the acquisition of land therefor, including fire stations and a police training facility,
$ for acquiring, constructing, improving and equipping park and recreational
facilities, including the acquisition of land therefor, $ for acquiring,
constructing, improving and maintaining streets, thoroughfares, bridges, alleyways and
sidewalks within the City, including related storm drainage improvements, traffic signalization
and signage, streetscaping and median improvements, and utility relocations and the acquisition
of land and rights of way therefor, and (2) the discharge and final payment of certain
outstanding obligations of the City and 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").
[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
74216721.2/1001065798 8
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.
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
74216721.2/1001065798 9
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 five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each registered owner 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.
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
74216721.2/1001065798 10
aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the
111 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.
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.
74216721.2/1001065798 11
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.
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.
74216721.2/1001065798 12
(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 2019
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 Principal Interest
Maturity Installment 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
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
74216721.2/1001065798 13
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 special 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.
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
74216721.2/1001065798 14
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 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 redemption 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) non callable
Government Securities shall have been irrevocably deposited in trust with the Paying
Agent/Registrar, or an authorized escrow agent, which Government Securities have been
certified by an independent accounting firm to 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. 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.
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.
74216721.2/1001065798 15
Unless otherwise provided in the 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 providing 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 31 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 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 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;
74216721.2/1001065798 16
(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.
"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
74216721.2/1001065798 17
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
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
74216721.2/1001065798 18
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-
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.
74216721.2/1001065798 19
(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 Tern,
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.
(I) 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) by private placement, in accordance with an agreement to purchase or
other agreement, or (iii) by 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
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;
74216721.2/1001065798 20
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
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 and the delivery thereof to the Escrow
74216721.2/1001065798 21
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 2019
ESCROW FUND" (referred to herein as the "Escrow Fund"), or such other designation as
specified on the Pricing Certificate; all as contemplated and provided in Texas Government
Code, Chapter 1207, as amended, this Ordinance, the Pricing Certificate, and the Escrow
Agreement.
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 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 Pricing Certificate, of the amount of accrued
interest due thereon).
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 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
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
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 Pricing Certificate, to the paying agent/registrar for the Refunded
Bonds, together with a suggested form of notice of redemption to be sent to holders, such
suggested form of notice of redemption for the Refunded Bonds to be substantially the form set
forth as an exhibit to the Pricing Certificate, in accordance with the redemption provisions
applicable to the Refunded Bonds
(b) The paying agent/registrar for Refunded Bonds is hereby directed to provide the
appropriate notice of redemption as required by the ordinance 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 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 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 Tern, City Manager, Chief Financial Officer,
Assistant Chief Financial Officer, and City Secretary of the City, any one or more of said
74216721.2/1001065798 22
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 Purchaser 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 Purchaser 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 Pricing Certificate and
amounts to be deposited to the construction fund) shall be deposited with the Escrow Agent for
application and disbursement in accordance with the provisions of the Escrow Agreement or as
provided in the applicable Pricing Certificate. The proceeds of sale of the Bonds not so
deposited with 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, 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 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: Notices to Holders-Waiver. Wherever this Ordinance or the 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 the Pricing
74216721.2/1001065798 23
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.
SECTION 21: 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 22: 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, 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.
SECTION 23: 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 24: Benefits of Ordinance. Nothing in this Ordinance or the 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 the Pricing
Certificate, this Ordinance and all of its provisions and the 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 25: Inconsistent Provisions. All ordinances or resolutions, or parts thereof,
which are in conflict or inconsistent with any provision of this Ordinance or the Pricing
Certificate, are hereby repealed to the extent of such conflict, and the provisions of this
Ordinance and the Pricing Certificate shall be and remain controlling as to the matters contained
herein and therein.
SECTION 26: 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 27: Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
74216721.2/1001065798 24
SECTION 28: 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.
SECTION 29: 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 30: 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 31: 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 29 shall apply.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation" 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 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
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
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
II 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
74216721.2/1001065798 25
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.
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;
74216721.2/1001065798 26
(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
(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
111 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.
74216721.2/1001065798 27
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
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 32: 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 33: 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
74216721.2/1001065798 28
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 the 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
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 34: 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 35: 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.
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74216721.2/1001065798 29
DULY PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
111 COLLIN COUNTY, TEXAS, ON THIS THE 9th DAY OF APRIL, 2019.
CITY OF ALLEN, TEXAS
STEPHE TERRELL
Mayor
ATTEST:
S LEY B. ORGE
City Secretary
(City Seal)
74216721.2/1001065798 [signature page to Bond Ordinance]
EXHIBIT A
FORM OF PAYING AGENT/REGISTRAR AGREEMENT
74216721.2/1001065798 A-1