O-1438-7-96ORDINANCE NO. 1438-7-96
AN ORDINANCE authorizing the issuance of "CITY OF ALLEN,
TEXAS, GENERAL OBLIGATION BONDS, SERIES 1996";
specifying the terms and features of said bonds;
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 the
approval and execution of a Paying Agent/Registrar
Agreement and the approval and distribution of an
Official Statement; and providing an effective
date.
WHEREAS, the City Council of the City of Allen, Texas hereby
finds and determines that $7,100,000 in principal amount of general
obligation bonds approved and authorized to be issued at an
election held June 25, 1994 should be issued and sold at this time;
a summary of the general obligation bonds authorized at said
election, as well as at an election held June 22, 1985, the
principal amounts authorized, amounts heretofore issued and being
issued pursuant to this ordinance and amounts remaining to be
issued subsequent hereto being as follows:
Election
Amount
Amounts
Previously
Amount
Being
Unissued
Date
Purpose Authorized
Issued
Issued
Balance
6-22-85
Library $2,525,000
$2,400,000 $
-0-
$ 125,000
6-24-94
Street Improvements 6,770,000
1,335,000
3,065,000
2,370,000
6-24-94
Public Safety 4,010,000
1,605,000
1,200,000
1,205,000
6-24-94
Parks 7,105,000
2,335,000
2,835,000
1,935,000
6-24-94
Library 2,495,000
-0-
-0-
2,495,000
AND
WHEREAS, the Council hereby reserves and
retains
the right
to issue
the balance of unissued bonds
approved at said election 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; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
TEXAS:
SECTION 1: Authorization - Designation- Principal Amount -
Purpose. General obligation bonds of the City shall be and are
hereby authorized to be issued in the aggregate principal amount of
$7,100,000 to be designated and bear the title "CITY OF ALLEN,
TEXAS, GENERAL OBLIGATION BONDS, SERIES 1996" (hereinafter referred
to as the "Bonds"), for permanent public improvements and public
purposes, to wit: $3,065,000 for street improvements, including
0347708
drainage improvements related thereto and the acquisition of land
and right of way therefor, $2,835,000 for municipal parks and
recreational facilities, including the purchase of land therefor,
and $1,200,000 for public safety facilities and equipment (Fire and
Police), in accordance with authority conferred at the aforesaid
election and in conformity with the Constitution and laws of the
State of Texas.
SECTION 2: Fully Registered Obligations - Bond Date -
Authorized Denominations -Stated Maturities -Interest Rates The
Bonds shall be issued as fully registered obligations only, shall
be dated July 1, 1996 (the "Bond Date"), shall be in denominations
of $5,000 or any integral multiple (within a Stated Maturity)
thereof, and shall become due and payable on September 1 in each
of the years and in principal amounts (the "Stated Maturities") in
accordance with the following schedule:
Year of
Principal
Interest
Stated Maturity
Amount
Rate(s)
1997
$130,000
7.00
1998
210,000
7.00 %
1999
220,000
7.00
2000
235,000
7.00 %
2001
250,000
7.00 %
2002
260,000
7.00
2003
280,000
7.00 %
2004
295,000
7.00 -0-
2005
2005
310,000
7.00
2006
330,000
7.00 $
2007
350,000
7.00 -0-
2008
2008
370,000
5.40
2009
390,000
5.00
2010
415,000
5.00 %
2011
440,000
5.00 %
2012
465,000
5.00 %
2013
495,000
5.00%
2014
520,000
5.00 %
2015
550,000
5.00 %
2016
585,000
5.00
The Bonds shall bear interest on the unpaid principal amounts
from the Bond Date at the rate(s) per annum shown above in this
Section (calculated on the basis of a 360 -day year of twelve
30 -day months). Interest on the Bonds shall be payable on March 1
and September 1 in each year, commencing March 1, 1997.
SECTION 3: Terms of Payment -Paying Agent/Registrar. The
principal bf, premium, if any, and the interest on the Bonds, due
and payable by reason of maturity, redemption or otherwise, shall
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ORDINANCE NO. 1438-7-96
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 Texas Commerce Bank National
Association, Dallas, Texas, to serve as Paying Agent/Registrar for
the Bonds is hereby approved and confirmed. Books and records
relating to the registration, payment, transfer and exchange of
the Bonds (the "Security Register") shall at all times be kept and
maintained on behalf of the City by the Paying Agent/Registrar, as
provided herein and 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 Mayor and City Secretary are 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
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.
Principal of and premium, if any, on the Bonds shall be
payable at the Stated Maturities or the redemption thereof, only
upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated offices in Dallas, Texas (the
Designated Payment/Transfer Office"), Interest on the Bonds
shall be paid to the Holders whose name appears in the Security
Register at the close of business on the Record Date (the 15th day
of the month next preceding each interest payment date) and shall
be paid by the Paying Agent/Registrar (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 when 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,
03,7706 -3-
ORDI1NANCE 140. 1438-7-96
Sunday, legal holiday, or day when 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.
In the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record
date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/ Registrar, if and when funds for
the payment of such interest have been received from the City.
Notice -of the Special Record Date and of the scheduled payment
date of the past due interest (which shall be 15 days after the
Special Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by United States Mail, first
class postage prepaid, to the address of each Holder 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 4: Redemption. (a) Optional Redemption. The Bonds
having Stated Maturities on and after September 1, 2007, shall be
subject to redemption prior to maturity, 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 September 1, 2006 or on any
date thereafter at the redemption price of par plus accrued
interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty-five (45)
days prior to a redemption date for the Bonds (unless a shorter
notification period shall be satisfactory to the Paying
Agent/Registrar), the City shall notify the Paying Agent/Registrar
of the decision to redeem Bonds, the principal amount of each
Stated Maturity to be redeemed, and the date of redemption
therefor. The decision of the City to exercise the right to
redeem Bonds shall be entered in the minutes of the governing body
of the City.
(c) Selection of Bonds for Redemption. If less than all
outstanding'—Bonds of the same Stated Maturity are to be redeemed
on a redemption date, the Paying Agent/Registrar shall treat such
Bonds as representing the number of Bonds Outstanding which is
obtained by dividing the principal amount of such Bonds by $5,000
and shall select the Bonds, or principal amount thereof, to be
redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days
prior to a redemption date for the Bonds, a notice of redemption
shall be sent by United States Mail, first class postage prepaid,
in the name of the City and at the City's expense, to each Holder
of a Bond to be redeemed in whole or in part at the address of the
Holder appearing on the Security Register at the close of business
0:147709 -4-
OPDTDIANCE NO. 1438-7-96
on the business day next preceding the date of mailing such
notice, and any notice of redemption so mailed shall be
conclusively presumed to have been duly given irrespective of
whether received by the Holder.
All notices of redemption shall (i) specify the date of
redemption for the Bonds, (ii) identify the Bonds to be redeemed
and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state
the redemption price, (iv) state that the Bonds, or the portion of
the principal amount thereof to be redeemed, shall become due and
payable on the redemption date specified, and the interest
thereon, or on the portion of the principal amount thereof to be
redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the
Bonds, or the principal amount thereof to be redeemed, shall be
made at the Designated Payment/Transfer Office of the Paying
Agent/Registrar only upon presentation and surrender thereof by
the Holder. If a Bond is subject by its terms to prior
redemption, and has been called for redemption, and notice of
redemption thereof has been duly given as hereinabove provided,
such Bond (or the principal amount thereof to be redeemed) shall
become due and payable and interest thereon shall cease to accrue
from and after the redemption date therefor; provided moneys
sufficient for the payment of such Bond (or of the principal
amount thereof to be redeemed) at the then applicable redemption
price are held for the purpose of such payment by the Paying
Agent/Registrar.
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 owner 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
other authorized denominations by the Holder, in person or by his
duly authovized agent, upon surrender of such Bond to the Paying
Agent/Registrar 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 of any Bond for transfer at the Designated
Payment/Transfer Office of the Paying Agent/ Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of
authorized denominations and having the same Stated Maturity and
of a like aggregate principal amount as the Bond or Bonds
surrendered for transfer.
0.3,7708 -5-
ORDTNANNCE 110. 1438-7-96
At the option of the Holder, Bonds 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 to the Holder requesting the
exchange.
All Bonds issued in any 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 cancelled 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 issue or transfer to an assignee of a Holder any Bond
called for redemption, in whole or in part, within 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 3, 4 and 5
hereof relating to the payment, and transfer/ exchange of the
Bonds, the City hereby approves and authorizes the use of
0347708 -6-
ORD=TCE NO. 1438-7-96
"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 Letter of Representation, by and between the
City, the Paying Agent/Registrar and DTC (the "Depository
Agreement") relating to the Bonds.
Pursuant to the Depository Agreement and the rules of DTC,
the Bonds shall be deposited with DTC who shall hold said Bonds
for its participants (the "DTC Participants"). While the Bonds
are held by DTC under the Depository Agreement, the Holder of the
Bonds on the Security Register for all purposes, including payment
and notices, shall be Cede & Co., as nominee of DTC,
notwithstanding the ownership of each actual purchaser or owner of
each Bond (the "Beneficial Owners") being recorded in the records
of DTC and DTC Participants.
In the event DTC determines to discontinue serving as
securities depository for the Bonds or otherwise ceases to provide
book -entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly
discharging its duties as securities depository for the Bonds, the
City covenants and agrees with the Holders of the Bonds to cause
Bonds to be printed in definitive form and provide for the Bond
certificates to be issued and delivered to DTC Participants and
Beneficial Owners, as the case may be. Thereafter, the Bonds in
definitive form shall be assigned, transferred and exchanged on
the Security Register maintained by the Paying Agent/Registrar and
payment of such Bonds shall be made in accordance with the
provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds shall be
executed on behalf of the City by the Mayor under its seal
reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Bonds may be
manual or, facsimile. Bonds bearing the manual or facsimile
signatures of individuals who are or were the proper officers of
the City on the Bond Date 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 of f ices at the time of
delivery of the Bonds to the initial purchasers) and with respect
to Bonds delivered in subsequent exchanges and transfers, all as
authorized and provided in the Bond Procedures Act of 1981, 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 9C, manually
0347708
ORDINANCE NO. 1438-7-96
executed by the Comptroller of Public Accounts of the State of
Texas, or his duly authorized agent, or a certificate of
registration substantially in the form provided in Section 9D,
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 total principal amount of $7,100,000 with principal
installments to become due and payable as provided in Section 2
hereof and numbered T-1, or (ii) as twenty (20) 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 Bonds)")
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
Bonds) delivered hereunder and exchange therefor definitive Bonds
of authorized denominations, Stated Maturities, principal amounts
and bearing applicable interest rates for transfer and delivery to
the Holders named at the addresses identified therefor; all
pursuant to and in accordance with such written instructions from
the initial purchaser(s), or the designee thereof, and such other
information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9: Forms. A. Forms Generally. The Bonds, the
Registration Certificate of the Comptroller of Public Accounts of
the State of Texas, the Registration Certificate of Paying
Agent/Registrar, and the form of Assignment to be printed on each
of the Bonds, shall be substantially in the forms set forth in
this Section with such appropriate insertions, omissions,
substitutions, and other variations as are permitted or required
by this Ordinance and 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 in the event the Bonds,
or any maturities thereof, are purchased with insurance and any
reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the City or determined by
03,7706 -8-
ORDINANCE NO. 1438-7-96
the officers executing such Bonds as evidenced by their execution.
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, or 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 Definitive Bond.
REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION BOND, SERIES 1996
Bond Date:
July 1, 1996
Registered Owner:
Principal Amount:
Interest Rate:
REGISTERED
Stated Maturity: CUSIP NO:
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 order of 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 Bond Date 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 March 1 and
September 1 in each year, commencing March 1, 1997. 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
0347706 -9-
ORDINANCE NO. 1438-7-96
executing the registration certificate appearing hereon, or its
successor. 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 15th
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 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 $7,100,000 (herein referred
to as the "Bonds") for permanent public improvements and public
purposes, to wit: $3,065,000 for street improvements, including
drainage improvements related thereto and the acquisition of land
and right of way therefor, $2,835,000 for municipal park
improvements and recreational facilities, including the purchase
of land therefor, and $1,200,000 for public safety facilities and
equipment (Fire and Police), under and in strict conformity with
the Constitution and laws of the State of Texas and pursuant to an
Ordinance adopted by the City Council of the City (herein referred
to as the "Ordinance").
The Bonds maturing on and after September 1, 2007, 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 September 1, 2006, or on any
date therqafter, at the redemption price of par, together with
accrued interest to the date of redemption and upon 30 days prior
written notice being sent by United States Mail, first class
postage prepaid, to the registered owners of the Bonds to be
redeemed, and subject to the terms and provisions relating thereto
contained in the Ordinance. If this Bond (or any portion of the
principal sum hereof) shall have been duly called for redemption
and notice of such redemption duly given, then upon such
redemption date this Bond (or the portion of the principal sum
hereof 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
0347709
ORDINMCE 1,10. 1438-7-96
date of redemption are held for the purpose of such payment by the
Paying Agent/Registrar.
In the event of a partial redemption of the principal amount
of this Bond, payment of the redemption price of such principal
amount shall be made to the registered owner only upon
presentation and surrender of this Bond to the Paying
Agent/Registrar at the Designated Payment/Transfer Office, and
there shall be issued to the registered owner hereof, without
charge, 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 hereof. If this Bond
is selected for redemption, in whole or in part, the City and the
Paying Agent/Registrar shall not be required to transfer this Bond
to an assignee of the registered owner within 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 hereof in the event of
its redemption in part.
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 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
0347708 -11'
OPDDIANCE NO. 1438-7-96
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 hereof at its
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 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 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 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 aforestated. In case any provision in this Bond shall
be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. The terms and provisions of this
Bond and the Ordinance shall be construed in accordance with and
shall be governed by the laws of the State of Texas.
0347706 -12-
OPDIIIANCE N0. 1438-7-96
IN WITNESS WHEREOF, the City Council of the City has caused
this Bond to be duly executed under the official seal of the City
as of the Bond Date.
COUNTERSIGNED:
(SEAL)
CITY OF ALLEN, TEXAS
��i.
Mayor
•
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
Comptroller of Public Accounts
of the State of Texas
( SEAL)
0347706 -13-
ORDD4MCF INO. 1433-7-96
D. Form of Certificate of Paying Agent/Registrar to
appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered 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 offices of the Paying Agent/Registrar in
Dallas, Texas is the "Designated Payment/Transfer Office" for this
Bond.
Registration date:
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, Dallas, Texas,
as Paying Agent/Registrar
By
Authorized Signature
*NOTE TO PRINTER: Do Not Print on Definitive Bonds
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
Signature guaranteed: assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Bond in every particular.
0347708 -14-
OPDINANCE NO. 1438-7-96
F. The Initial Bond(s) shall be in the form set forth in
paragraph B of this Section except that the form of the single
fully registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the
headings "Interest Rate " and "Stated Maturity
" shall both be omitted.
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount: Dollars
The City of Allen (hereinafter referred to as the "City"), a
body corporate and municipal corporation in the County of Collin,
State of Texas, for value received, acknowledges itself indebted
to and hereby promises to pay to the order of the Registered Owner
named above, or the registered assigns thereof, the Principal
Amount hereinabove stated on September 1 in each of the years and
in principal installments in accordance with the following
schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
(Information to be inserted from
schedule in Section 2 hereof).
(or so much principal thereof as shall not have been prepaid prior
to maturity) and to pay interest on the unpaid Principal Amount
hereof from the Bond Date 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 March 1 and
September ,1 in each year, commencing March 1, 1997. Principal
installments of this Bond are payable in the year of maturity or
on a prepayment date to the registered owner hereof by Texas
Commerce Bank National Association, Dallas, Texas, (the "Paying
Agent/Registrar"), upon its presentation and surrender, at its
designated offices in Dallas, Texas (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 15th 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,
0347706
OMPLANCE N0. 1438-7-96
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 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.
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, and such tax hereby levied on each one hundred dollars'
valuation of taxable property in the City for 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;
separate books and records relating to the receipt and
disbursement of taxes levied, assessed and collected for and on
account of the Bonds shall be kept and maintained by the City at
all times while the Bonds are Outstanding, and the taxes collected
for the payment of the Debt Service Requirements on the Bonds
shall be deposited to the credit of a "Special 1996 Bond Account"
(the "Interest and Sinking Fund") maintained on the records of the
City and deposited in a special fund 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.
Proper officers of the City 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, or in lieu of and in
0347708 -16-
ORDI4ANCE 140. 1438-7-96
substitution for such destroyed, lost or stolen Bond, only upon
the approval of the City and after (i) the filing by the Holder
thereof with the Paying Agent/Registrar of evidence satisfactory
to the Paying Agent/Registrar of the destruction, loss or theft of
such Bond, and of the authenticity of the ownership thereof and
(ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the
Paying Agent/Registrar harmless. All expenses and charges
associated with such indemnity and with the preparation, execution
and delivery of a replacement Bond shall be borne by the Holder of
the Bond mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall
be a valid and binding obligation, 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, 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) 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
0347708
OPD121ANCE NO. 1438-7-96
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 103(c) of the Internal
Revenue Code of 1954, 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
four (4) 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.
The term "Government Securities", as used herein, means
direct obligations of, or obligations the principal 'of and
interest on which are unconditionally guaranteed by, the United
States of America, which are non -callable prior to the respective
Stated Maturities of the Bonds and may be United States Treasury
Obligations such as the State and Local Government Series and may
be in book -entry form.
SECTION 13: Ordinance a Contract - Amendments - Outstanding
Bonds. This Ordinance shall constitute a contract with the
Holders frpm 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. The City may,
without the consent of or notice to any Holders, from time to time
and at any time, amend this Ordinance 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
holding a majority in aggregate principal amount of the Bonds then
Outstanding affected thereby, amend, add to, or rescind any of the
provisions of this Ordinance; 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, premium, if any, and interest on the Bonds, reduce
os,rroe -18-
OP.DINTLNCN NO. 1438-7-96
the principal amount thereof, the redemption price therefor, or
the rate of interest thereon, or in any other way modify the terms
of payment of the principal of, premium, if any, or interest on
the Bonds, (2) give any preference to any Bond over any other
Bond, or (3) reduce the aggregate principal amount of Bonds
required to be held by Holders for consent to any such amendment,
addition, or rescission.
The term "Outstanding" when used in this Ordinance with
respect, to Bonds means, as of the date of determination, all Bonds
theretofore issued and delivered under this Ordinance, except:
(1) those Bonds cancelled by the Paying
Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2 ) those Bonds deemed to be duly paid by the City
in accordance with the provisions of Section 12 hereof;
and
(3) those mutilated, destroyed, lost, or stolen
Bonds which have been replaced with Bonds registered and
delivered in lieu thereof as provided in Section 11
hereof.
SECTION 14: Covenants to Maintain Tax -Exempt Status. (a)
Definitions. When used in this Section 14, 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
0347706 -19-
ORDIPMD=, NO. 1438-7-96
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 directly or indirectly with
Gross Proceeds) in a manner which if made or omitted,
respectively, would cause the interest on any Bond to become
includable in the gross income, as defined in section 61 of the
Code, of the owner thereof for federal income tax purposes.
Without limiting the generality of the foregoing, unless and until
the City receives a written opinion of counsel nationally
recognized in the field of municipal bond law to the effect that
failure to comply with such covenant will not adversely affect the
exemption from federal income tax of the interest on any Bond, the
City shall comply with each of the specific covenants in this
Section.
(c) No Private Use or Private Payments. Except as permitted
by section 141 of the Code and the Regulations and rulings
thereunder, the City shall at all times prior to the last Stated
Maturity of Bonds:
(1) 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, 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
0347706 -20-
OPDINANCE TJO. 1438-7-96
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
(2) 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, 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
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.
OU7706 -21-
ORDINANCE N.O. 1438-7-96
(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:
(1) 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 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.
(2) 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.
(3) 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 owners
thereof for federal income tax purposes, the City shall
pay to the United States out of the Bond Fund or its
general fund, as permitted by applicable Texas statute,
regulation or opinion of the Attorney General of the
State of Texas, 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
OU7706 -22-
OMr-,MNCE 140. 1438-7-96
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.
(4) The City shall exercise reasonable diligence
to assure that no errors are made in the calculations
and payments required by paragraphs (2) and (3), and if
ari error is made, to discover and promptly correct such
error within a reasonable amount of time thereafter (and
in all events within one hundred eighty (180) days after
discovery of the error), including payment to the United
States of any additional Rebate Amount owed to it,
interest thereon, and any penalty imposed under Section
1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent
permitted by section 148 of the Code and the Regulations and
rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds,
enter into any transaction that reduces the amount required to be
paid to the United States pursuant to Subsection H of this Section
because such transaction results in a smaller profit or a larger
loss than would have resulted if the transaction had been at arm's
length and had the Yield of the Bonds not been relevant to either
party.
(j) Elections. The City hereby directs and authorizes the
City Manager and Finance Director, individually or jointly, to
make elections permitted or required pursuant to the provisions of
the Code or the Regulations, as they deem necessary or appropriate
in connection with the Bonds, in the Certificate as to Tax
Exemption or similar or other appropriate certificate, form or
document.
SECTIQN 15: Qualified Tax Exempt Obligations. In
accordance with the provisions of paragraph (3) of subsection (b)
of Section 265 of the Code, the City hereby designates the Bonds
to be "qualified tax exempt obligations" in that the Bonds are not
"private activity bonds" as defined in the Code and the reasonably
anticipated amount of "qualified tax exempt obligations" to be
issued by the City (including all subordinate entities of the
City) for the calendar year 1996 will not exceed $10,000,000.
SECTION 16: Sale of Bonds. Pursuant to a public sale for
the Bonds, the bid submitted by
(herein referred to as the "Purchasers")
declared to be the best bid received producing the lowest
effective interest cost to the City, and the sale of the Bonds
0347708 -23-
ORDINANCE NO. 1438-7-96
is
net
to
said Purchasers at the price of par and accrued interest to the
date of delivery, plus a premium of $ , is hereby approved
and confirmed. Delivery of the Bonds to the Purchasers shall
occur as soon as possible upon payment being made therefor in
accordance with the terms of sale.
SECTION 17: Official Statement. The Official Statement,
together with all amendments and supplements thereto issued on
behalf of the City, prepared in the initial offering and sale of
the Bonds by the City is hereby approved as to form and content,
and the City Council hereby finds that the information and data
contained in said Official Statement pertaining to the City and
its financial affairs is true and correct in all material respects
and no material facts have been omitted therefrom which are
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The use
of such Official Statement in the reoffering of the Bonds by the
Purchasers is hereby approved and authorized.
SECTION 18: Control and Custody of Bonds. The Mayor of
the City shall be and is hereby authorized to take and have charge
of all necessary orders and records pending investigation by the
Attorney General of the State of Texas, including the printing and
supply of definitive Bonds, and shall take and have charge and
control of the Initial Bond(s) pending the approval thereof by the
Attorney General, the registration thereof by the Comptroller of
Public Accounts and the delivery thereof to the initial
purchasers.
Furthermore, the Mayor, City Secretary, City Manager and
Finance Director, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents and
certifications relating to the City and the issuance of the Bonds,
including certifications 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 approval of the Attorney General, the registration by the
Comptroller of Public Accounts and the delivery of the Bonds to
the purchasers, and, together with the City's financial advisor,
bond counsel and the Paying Agent/Registrar, make the necessary
arrangements for the delivery of the Initial Bond(s) to the
purchasers and the initial exchange thereof for definitive Bonds.
SECTION 19: Proceeds of Sale. The proceeds of sale of the
Bonds, excluding the accrued interest and premium, if any,
received from the purchasers, shall be deposited in a construction
fund maintained at the City's depository bank. Pending
expenditure for authorized projects and purposes, such proceeds of
sale may be invested in authorized investments and any investment
earnings realized shall be expended for such authorized projects
0347706 -24-
01IMr- TACE 1,10. 1438-7-96
and purposes or deposited in the Interest and Sinking Fund as
shall be determined by the City Council. Accrued interest and
premium, if any, received from the Purchasers as well as surplus
proceeds of sale of the Bonds, including investment earnings,
remaining after completion of all authorized projects or purposes
shall be deposited to the credit of the Interest and Sinking Fund.
SECTION 20: Notices to Holders -Waiver. Wherever this
Ordinance 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 where 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
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: Legal Opinion. The obligation of the
Purchasers to accept delivery of the Bonds is subject to being
furnished a final opinion of Fulbright & Jaworski L.L.P.,
Attorneys, Dallas, Texas, approving such Bonds as to their
validity, said opinion to be dated and delivered as of the date of
delivery and payment for such Bonds. A true and correct
reproduction of said opinion is hereby authorized to be printed on
the definitive Bonds or an executed counterpart thereof shall
0347706 -25-
ORDINANCE NO. 1438-7-96
accompany the global Bonds deposited with the Depository Trust
Company.
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, 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, this Ordinance and all its provisions 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,
orders or resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, -and the provisions of
this Ordinance shall be and remain controlling as to the matters
contained herein.
SECTION 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 only and shall not affect the
construction hereof.
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 hereby declares that this Ordinance
would have been enacted without such invalid provision.
0347708 -G6-
01RDI-MANCE D10. 1438-7-96
SECTION 30: Continuing Disclosure Undertaking. (a)
Definitions. As used in this Section, the following terms have
the meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has
determined to be a nationally recognized municipal securities
information repository within the meaning of the Rule from time to
time. -
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange
Commission.
"SID" means any person designated by the State of Texas or an
authorized department, officer, or agency thereof as, and
determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
(b) Annual Reports. The City shall provide annually to each
NRMSIR and any SID, within six months after the end of each fiscal
year (beginning with the fiscal year ending September 30, 1996)
financial information and operating data with respect to the City
of the general type included in the final Official Statement
approved by Section 17 of this Ordinance, being the information
described in Exhibit B hereto. Financial statements to be
provided shall be (1) prepared in accordance with the accounting
principles described in Exhibit B hereto and (2) audited, if the
City commissions an audit of such statements and the audit is
completed within the period during which they must be provided.
If audited financial statements are not available at the time the
financial information and operating data must be provided, then
the City shall provide unaudited financial statements for the
applicable fiscal year to each NRMSIR and any SID with the
financial information and operating data and will file the annual
audit report when and if the same becomes available.
If the City changes its fiscal year, it will notify each
NRMSIR' and any SID of the change (and of the date of the new
fiscal year end) prior to the next date by which the City
otherwise would be required to provide financial information and
operating data pursuant to this Section.
The financial information and operating data to be provided
pursuant to this Section may be set forth in full in one or more
documents or may be included by specific reference to any document
(including an official statement or other offering document, if it
0347706 -27-
OPDz�rCE NO. 1438-7-96
is available from the MSRB) that theretofore has been provided to
each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID
and either each NRMSIR or the MSRB, in a timely manner, of any of
the following events with respect to the Bonds, if such event is
material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves
reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting
financial difficulties;
5. Substitution of credit or liquidity providers, or
their failure to perform;
6. Adverse tax opinions or events affecting the tax-
exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing
repayment of the Bonds; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with
subsection (b) of this Section by the time required by such
Section.
(d) 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."
0317706 -28-
ORDI2MNCE TJO. 1438-7-96
The provisions of this Section are for the sole benefit of
the Holders and beneficial owners of the Bonds, and nothing in
this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other
person. The City undertakes to provide only the financial
information, operating data, financial statements, and notices
which it has expressly agreed to provide pursuant to this Section
and does not hereby undertake to provide any other information
that may be relevant or material to a complete presentation of the
City's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with
this Section or otherwise, except as expressly provided herein.
The City does not make any representation or warranty concerning
such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT
OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH
BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY
OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY
SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its
obligations under this Section shall 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.
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
0347706 -29-
ORDINANCE NO. 1438-7-96
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 filed with each NRMSIR and
SID pursuant to subsection (b) of this Section 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 31: 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 V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 32: Effective Date. This Ordinance shall be in
force and effect from and after its passage on the date shown
below and it is so ordained.
PASSED AND ADOPTED, this July 18, 1996.
CITY OF ALLEN, TEXAS
Mayor
ATTEST:
Ci Se etary
(City Seal)
0347706 -30-
ORDE4 ATCE NO. 1438-7-96
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of July 18, 1996 (this
"Agreement"), by and between the City of Allen, Texas (the
"Issuer"), and Texas Commerce Bank National Association, Dallas,
Texas, a banking association duly organized and existing under the
laws of the United States of America, (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the
execution and delivery of its "City of Allen, Texas, General
Obligation Bonds, Series 1996" (the "Securities"), dated July 1,
1996, such Securities to be issued in fully registered form only
as to the payment of principal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the
initial purchasers thereof on or about August 20, 1996; and
WHEREAS, the Issuer has selected the Bank to serve as Paying
Agent/Registrar in connection with the payment of the principal
of, premium, if any, and interest on said Securities and with
respect to the registration, transfer and exchange thereof by the
registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for
and on behalf of the Issuer and has full power and authority to
perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the
Bank to serve as Paying Agent with respect to the Securities, and,
as Paying Agent for the Securities, the Bank shall be responsible
for paying on behalf of the Issuer the principal, premium (if
any), and interest on the Securities as the same become due and
payable to the registered owners thereof; all in accordance with
this Agreement and the "Bond Resolution" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to
the Securities and, as Registrar for the Securities, the Bank
shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to
the transfer and exchange thereof as provided herein and in the
"Bond Resolution".
0347716
ORDINANCE NO. 1438-7-96
The Bank hereby accepts its appointment, and agrees to serve
as the Paying Agent and Registrar for the Securities.
Section 1.02. Compensation. As compensation for the Bank's
services as Paying Agent/ Registrar, the Issuer hereby agrees to
pay the Bank the fees and amounts set forth in Annex A attached
hereto for the first year of this Agreement and thereafter the
fees and amounts set forth in the Bank's current fee schedule then
in effect for services as Paying Agent/Registrar for
municipalities, which shall be supplied to the Issuer on or before
90 days prior to the close of the Fiscal Year of the Issuer, and
shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer agrees to reimburse the Bank upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the
expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions. For all purposes of this
Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Acceleration Date" on any Security means the date on
and after which the principal or any or all installments of
interest, or both, are due and payable on any Security which
has become accelerated pursuant to the terms of the Security.
"Bank Office" means the principal office of the Bank as
indicated on page 11 hereof. The Bank will notify the Issuer
in writing of any change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or
ordinance of the governing body of the Issuer pursuant to
which the Securities are issued, certified by the Secretary
or any other officer of the Issuer and delivered to the Bank.
"Fiscal Year" means the fiscal year of the Issuer,
ending September 30th.
"Holder" and "Security Holder" each means the Person in
whose name a Security is registered in the Security Register.
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ORDINMCE NO. 1438-7-96
EXHIBIT A
"Issuer Request" and "Issuer Order" means a written
request or order signed in the name of the Issuer by the
Mayor, City Secretary, City Manager, or Finance Director, any
one or more of said officials, and delivered to the Bank.
"Legal Holiday" means a day on which the Bank is
required or authorized to be closed.
"Person" means any individual, corporation, partnership,
joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or
Political subdivision of a government.
"Predecessor Securities" of any particular Security
means every previous Security evidencing all or a portion of
the same obligation as that evidenced by such particular
Security (and, for the purposes of this definition, any
mutilated, lost, destroyed, or stolen Security for which a
replacement Security has been registered and delivered in
lieu thereof pursuant to Section 4.06 hereof and the
Resolution).
"Redemption Date" when used with respect to any Security
to be redeemed means the date fixed for such redemption
pursuant to the terms of the Bond Resolution.
"Responsible Officer" when used with respect to the Bank
means the Chairman or Vice -Chairman of the Board of
Directors, the Chairman or Vice -Chairman of the Executive
Committee of the Board of Directors, the President, any Vice
President, the Secretary, any. Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust
Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the
above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom
such inatter is referred because of his knowledge of and
familiarity with the particular subject.
"Security Register" means a register maintained by the
Bank on behalf of the Issuer providing for the registration
and transfers of Securities.
"Stated Maturity" means the date specified in the Bond
Resolution the principal of a Security is scheduled to be due
and payable.
03e716 -3-
OMITIANCE NO. 1438-7-96
EXHIBIT A
Section 2.02. Other Definitions. The terms "Bank,"
"Issuer," and "Securities (Security)" have the meanings assigned
to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the
performance of the duties and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Agent. As Paying Agent, the
Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on
behalf of the Issuer the principal of each Security at its Stated
Maturity, Redemption Date, or Acceleration Date, to the Holder
upon surrender of the Security to the Bank at the Bank Office.
As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of
the Issuer, pay on behalf of the Issuer the interest on each
Security when due, by computing the amount of interest to be paid
each Holder and making payment thereof to the Holders of the
Securities (or their Predecessor Securities) on the Record Date.
All payments of principal and/or interest on the Securities to the
registered owners shall be accomplished (1) by the issuance of
checks, payable to the registered owners, drawn on the fiduciary
account provided in Section 5.05 hereof, sent by United States
mail, first class, postage prepaid, to the address appearing on
the Security Register or (2) by such other method, acceptable to
the Bank, requested in writing by the Holder at the Holder's risk
and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs
the Bank to pay the..principal of and interest on the Securities at
the dates specified in the Bond Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the
Issuer at the Bank Office books and records (herein sometimes
referred to as the "Security Register") for recording the names
and addresses of the Holders of the Securities, the transfer,
exchange and replacement of the Securities and the payment of the
principal of and interest on the Securities to the Holders and
containing such other information as may be reasonably required by
the Issuer and subject to such reasonable regulations as the
Issuer and Bank may prescribe. All transfers, exchanges and
0347716
Me
OP,DINANCE NO. 1438-7-96
EXHIBIT A
replacement of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be
duly endorsed or be accompanied by a written instrument of
transfer, the signature on which has been guaranteed by an officer
of a federal or state bank or a member of the National Association
of Securities Dealers, in form satisfactory to the Bank, duly
executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels
necessary to effect a re -registration, transfer or exchange of the
Securities.
To the extent possible- and under reasonable circumstances,
the Bank agrees that, in relation to an exchange or transfer of
Securities, the exchange or transfer by the Holders thereof will
be completed and new Securities delivered to the Holder or the
assignee of the Holder in not more than three (3) business days
after the receipt of the Securities to be cancelled in an exchange
or transfer and the written instrument of transfer or request for
exchange duly executed by the Holder, or his duly authorized
agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an
adequate inventory of printed Securities to facilitate transfers
or exchanges thereof. The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use
and reasonable care will be exercised by the Bank in maintaining
such Securities in safekeeping, which shall be not less than the
care maintained by the Bank for debt securities of other
governments or corporations for which it serves as registrar, or
that is maintained for its own securities.
Section 4.03. Form of Security Register. The Bank, as
Registrar„ will maintain the Security Register relating to the
registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in
effect from time to time. The Bank shall not be obligated to
maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the
time.
The Security Register may be maintained in written form or in
any other form capable of being converted into written form within
a reasonable time.
Section 4.04. List of Security Holders. The Bank will
provide the Issuer at any time requested by the Issuer, upon
0347716 -5-
ORDINANCE NO. 1438-7-96
EXHIBIT A
payment of the required fee, a copy of the information contained
in the Security Register. .The Issuer may also inspect the
information contained in the Security_ Register at any time the
Bank is customarily open for business, provided that reasonable
time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
The Bank will not release or disclose the contents of the
Security Register to any person other than to, or at the written
request of, an authorized officer or employee of the Issuer,
except upon receipt of a court order or as otherwise required by
law. Upon receipt of a court order and prior to the release or
disclosure of the contents of the Security Register, the Bank will
notify the Issuer so that the Issuer may contest the court order
or such release or disclosure of the contents of the Security
Register.
Section 4.05. Return of Cancelled Certificates. The Bank
will, at such reasonable intervals as it determines, surrender to
the Issuer, Securities in lieu of which or in exchange for which
other Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securi-
ties. The Issuer hereby instructs the Bank, subject to the
provisions of Section 11 of the Bond Resolution, to deliver and
issue Securities in exchange for or in lieu of mutilated,
destroyed, lost, or stolen Securities as long as the same does not
result in an overissuance.
In case any Security shall be mutilated, or destroyed, lost
or stolen, the Bank may execute and deliver a replacement Security
of like form and tenor, and in the same denomination and bearing
a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Security, or in lieu of and in
substitution for such destroyed lost or stolen Security, only upon
the approval of the Issuer and after (i) the filing by the Holder
thereof with the Bank of evidence satisfactory to the Bank of the
destruction, loss or theft of such Security, and of the
authenticity of the ownership thereof and (ii) the furnishing to
the Bank of indemnification in an amount satisfactory to hold the
Issuer and the Bank harmless. All expenses and charges associated
with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of
the Security mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer. The Bank
will, within a reasonable time after receipt of written request
from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has
delivered upon the transfer or exchange of any Securities pursuant
03477L6 -6'
ORDINMCE NO. 1438-7-96
HIB! Al
to Section 4.01, and Securities it has delivered in exchange for
or in lieu of mutilated, destroyed, lost, or stolen Securities
pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to
perform the duties set forth herein and agrees to use reasonable
care in the performance thereof.
Section 5.02. Reliance on Documents. Etc (a) The Bank
may conclusively rely, as to the truth of the statements and
correctness of the opinions expressed therein, on certificates or
opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be
proved that the Bank was negligent in ascertaining the pertinent
facts.
(c) No provisions of this Agreement shall require the Bank
to expend or risk its own funds or otherwise incur any financial
liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or
adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper party or parties. Without limiting the
generality of the foregoing statement, the Bank need not examine
the ownership of any Securities, but is protected in acting upon
receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be
signed by the Holder or an agent of the Holder. The Bank shall
not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond,
note, security, or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written
advice of such counsel or any opinion of counsel shall be full and
complete authorization and protection with respect to any action
taken, suffered, or omitted by it hereunder in good faith and in
reliance thereon.
0347716
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ORDINANCE NO. 1438-7-96
EXHIBIT A
(f) The Bank may exercise any of the powers hereunder and
perform any duties hereunder either directly or by or through
agents or attorneys of the Bank. i
Section 5.03. Recitals of Issuer. The recitals contained
herein with respect to the Issuer and in the Securities shall be
taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any
Holder or Holders of any Security, or any other Person for any
amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its
individual or any other capacity, may become the owner or pledgee
of Securities and may otherwise deal with the Issuer with the same
rights it would have if it were not the Paying Agent/ Registrar!, or
any other agent.
Section 5.05. Moneys Held by Bank - Fiduciary Account/
Collateralization. A fiduciary account shall at all times be kept
and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder for the
payment of the Securities, and money deposited to the credit of
such account until paid to the Holders of the Securities shall be
continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas
and the laws of the United States of America to secure and be
pledged as collateral for fiduciary accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation.
Payments made from such fiduciary account shall be made by check
drawn on such fiduciary account unless the owner of such
Securities shall, at its own expense and risk, request such other
medium of payment.
The Bank shall be under no liability for interest on any
money received by it hereunder.
Subject to the applicable unclaimed property laws of the
State of Texas, any money deposited with the Bank for the payment
of the principal, premium (if any), or interest on any Security
and remaining unclaimed for four years after final maturity of the
Security has become due and payable will be paid by the Bank to
the Issuer, and the Holder of such Security shall thereafter look
only to the Issuer for payment thereof, and all liability of the
Bank with respect to such moneys shall thereupon cease.
Section 5.06. Indemnification. To the extent permitted by
law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without
ONV16 -8-
0-9DI NCE NIO. 1438-7-96
EXHIBIT A
negligence or bad faith on its part, arising out of or in
connection with its acceptance or administration. of its duties
hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of
its powers or duties under this Agreement.
Section 5.07. Intereleader. The Issuer and the Bank agree
that.the Bank may seek adjudication of any adverse claim, demand,
or controversy over its person as well as funds on deposit, in
either a Federal or State District Court located in the State and
County where either the Bank Office or the administrative offices
of the Issuer is located, and agree that service of process by
certified or registered mail, return receipt requested, to the
address referred to in Section 6.03 of this Agreement shall
constitute adequate service. The Issuer and the Bank further
agree that the Bank has the right to file a Bill of Interpleader
in any court of competent jurisdiction to determine the rights of
any Person claiming any interest herein.
Section 5.08. DT Services. It is hereby represented and
warranted that, in the event the Securities are otherwise
qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the
Bank has the capability and, to the extent within its control,
will comply with the "Operational Arrangements", effective
December 12, 1994, which establishes requirements for securities
to be eligible for such type depository trust services, including,
but not limited to, requirements for the timeliness of payments
and funds availability, transfer turnaround time, and notification
of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only
by an agreement in writing signed by both of the parties hereto.
Section 6.02. Assignment. This Agreement may not be
assigned by either party without the prior written consent of the
other.
Section 6.03. Notices. Any request, demand, authorization,
direction, notice, consent, waiver, or other document provided or
permitted hereby to be given or furnished to the Issuer or the
Bank shall be mailed or delivered to the Issuer or the Bank,
respectively, at the addresses shown on page 11.
0347716 -
9 -ORDINANCE NO. 1438-7-96
EXHIBIT A
M
Section 6.04. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assigns. All covenants and
agreements herein by the Issuer shall bind its successors and
assigns, whether so expressed or not.
Section 6.06. Severability. In case any provision herein
,shall be invalid, illegal, or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement. Nothing herein,
express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Bond
Resolution constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent/Registrar and
if any conflict exists between this Agreement and the Bond
Resolution, the Bond Resolution shall govern.
Section 6.09. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same
Agreement.
Section 6.10. Termination. This Agreement will terminate
(i) on the date of final payment of the principal of and interest
on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice;
provided, however, an early termination of this Agreement by
either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such
appointment accepted and (b) notice given to the Holders of the
Securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and Issuer mutually agree
that the effective date of an early termination of this Agreement
shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees
to promptly transfer and deliver the Security Register (or a copy
thereof), together with other pertinent books and records relating
to the Securities, to the successor Paying Agent/Registrar
designated and appointed by the Issuer.
0347716 -10-
ORDL14ANCE NO. 1438-7-96
EXHIBIT A
The provisions of Section 1.02 and of Article Five shall
survive and remain in full force and effect following the
termination of this Agreement.
Section 6.11. Governing Law. This Agreement shall be
construed in accordance with and governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this,.Agreement as of the day and year first above written.
TEXAS COMMERCE BANK NATIONAL
ASSOCIAT N, Dallas, Texas
BY
Title: Officer
tS�
A`fitest,: _,
(CIM SEAL)
Attest:
ity cretary
Mailing Address:
Corporate Trust Department
P. O. Box 660197
Dallas, Texas 75266-0197
Delivery Address:
Corporate Trust Department
2200 Ross Avenue, 5th Floor
Dallas, Texas 75201
CITY OF ALLEN, TEXAS
BY IK4�1�
Mayor
Address: One Butler Circle
Allen, Texas 75002
0347716 -11-
ORDINANCE NO. 1438-7-96
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 30 of
'this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to
the City to be provided annually in accordance with such Section
are as specified (and included in the Appendix or under the
headings of the Official Statement referred to) below:
1. The financial statements of the City appended to
the Official Statement as Appendix B, but for the most
recently concluded fiscal year.
2. The information under the subcaption "Current
Investments", Appendix A and in Tables 1 through 10 of
the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the
generally accepted accounting principles as applicable to
governmental units as prescribed by The Government Accounting
Standards Board.
O-RDINANCE NO. 1438-7-96
0wnw
AFFIDAVIT AND PROOF OF PUBLICATION
THE STATE OF TEXAS
COUNTY OF COLLIN
BEFORE ME, the undersigned authority, on this day personally
appeared DEBBIE TACKETT, who having been by me duly sworn,
on oath deposes and says:
That she Is the General Manager of THE ALLEN AMERICAN, a
newspaper published In COLLIN COUNTY, TEXAS, not less frequently than
once a week, having a general circulation in said county, and having been
published regularly and continously for more than twelve (12) months
prior to publishing
Ordinance #1438-7-96
of which the attached is a true and written copy, and which was published
In THE ALLEN AMERICAN on
July 24 & 'July 27, 1996
and which was Issued on
July 24, 1996
by City of Allen of COLLIN COUNTY, TEXAS
A printed copy of said publication is attached hereto.
SUBS RIBED AN WORN to before me this
day A.D. 19
NOTARY PUBLIC in and for COLLIN COUNTY, TEXAS
Publisher's fee s 38.50
*° MY COMMISS!ON EXPIRES
F+;= December 5,199&
CITY OF ALLEN
PUBLIC NOTICE
Notice is hereby given that the Allen
City Council adopted the following
ordinance at their regular meeting held on
Thursday, July 18, 1996 (Title only):
Ordinance No. 1438-7-96: An
Or mance ut onimg tFe ss�e of
"CITY OF ALLEN, TEXAS, GENERAL
OBLIGATION BONDS, SERIES 1996";
Specifying the Terms and Features of
Said Bonds; 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 the Approval and
Execution of a Paying Agent/Registrar
Agreement and the Approval and
Distribution of an Official Statement; and
Providing an Effective Date.
A copy of this ordinance may be read
or purchased in the office of the City
Secretary, City of Allen, One Butler Circle,
Allen, Texas 75013.
/s/Judy Morrison
City Secretary
CITY OF ALLEN
PUBLIC NOTICE,
Notice is hereby given that the Allen
City Council adopted the following ,
ordinance at their regular meeting held on '
Thursday, July 18, 1996 (Title only):
Ordinance No. 1438-7-96: An
Or manceut onimg a ssuance of
"CITY OF ALLEN, TEXAS, GENERAL
OBLIGATION BONDS, SERIES 1996%
Specifying the Terms and Features of
Said Bonds; 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 the Approval' and
Execution of a Paying Agent/Registrar
Agreement and the Approval and
Distribution of an Official Statement; and
Providing an Effective Date.
A copy of this ordinance may be read
or purchased in the office of the City
Secretary, City of Allen, One Butler Circle,
Allen, Texas 75013.
/s/Judy Morrison
Ci�Secretary