O-3402-7-16' ORDINANCE NO. 3402-7-16
AN ORDINANCE authorizing the issuance of "CITY OF ALLEN, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016"; levying a
continuing direct annual ad valorem tax for the payment of said bonds;
resolving other matters incident and related to the issuance, sale, payment
and delivery of said bonds; establishing procedures for the sale and
delivery of the bonds; delegating matters relating to the sale and issuance
of the bonds to authorized City officials; and providing an effective date
WHEREAS, the City Council of the City of Allen, Texas (the "City") has heretofore issued,
sold and delivered, and there is currently outstanding, obligations of the City of the following
issues or series (hereinafter referred to as the 'Refunded Bonds"), to wit: City of Allen, Texas,
General Obligation Bonds, Series 2009, dated May 1, 2009; and
WHEREAS, pursuant to the provisions Texas Government Code, Chapter 1207, as
amended (the "Chapter 1207"), the City Council is authorized to issue refunding bonds and
deposit the proceeds of sale directly with any place of payment for the Refunded Bonds, or other
authorized depository, and such deposit, when made in accordance with said statute and the
ordinance authorizing the issuance of the Refunded Bonds, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded Bonds;
and
WHEREAS, the City shall by this Ordinance, in accordance with the provisions of Section
' 1207.007, Texas Government Code, as amended, delegate to a Pricing Officer (hereinafter
designated) the authority to determine the principal amount of Bonds to be issued and negotiate
the terms of sale thereof and to select the specific maturities (whole or part) of the Refunded
Bonds to be refunded; and
WHEREAS, the City Council hereby finds and determines that it is a public purpose and
in the best interests of the City to refund the Refunded Bonds in order to achieve a present value
debt service savings and the terms of such bonds to be included in a pricing certificate (the
"Pricing Certificate") to be executed by the Pricing Officer (hereafter designated), all in
accordance with the provisions of Texas Government Code, Section 1207.007, amended; now,
therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN:
SECTION 1: Authorization - Designation - Principal Amount — Purpose. General
obligation refunding bonds of the City shall be and are hereby authorized to be issued in the
maximum aggregate principal amount hereinafter set forth to be designated and bear the title
"CITY OF ALLEN, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016"
(hereinafter referred to as the "Bonds"), for the purpose of providing funds for the discharge and
final payment of certain obligations of the City (described in the preamble hereof and finally
identified in the Pricing Certificate and referred to herein as the "Refunded Bonds") and to pay the
costs and expenses of issuance, in accordance with the authority conferred by and in conformity
with the Constitution and laws of the State of Texas, including Chapter 1207.
' SECTION 2: Bond Date - Fully Registered Obligations - Terms. The Bonds shall be
dated (the "Bond Date") as provided in the Pricing Certificate. The Bonds shall be issued as fully
registered obligations, without coupons, and the Bonds (other than the Initial Bond(s) referenced
273424ee.1/11MB227
' in Section 8 hereof) shall be in denominations of $5,000 or any integral multiple (within a Stated
Maturity) thereof, shall be lettered "R" and numbered consecutively from one (1) upward and
principal shall become due and payable on a date certain in each of the years and in amounts
(the "Stated Maturities") and bear interest at the rate(s) per annum in accordance with the details
of the Bonds as set forth in the Pricing Certificate.
The Bonds shall bear interest on the unpaid principal amounts from the date specified in
the Pricing Certificate at the rate(s) per annum shown in the Pricing Certificate (calculated on the
basis of a 360 -day year consisting of twelve 30 -day months). Interest on the Bonds shall be
payable in each year, on the dates, and commencing on the date, set forth in the Pricing
Certificate.
SECTION 3: Delegation of Authority to Pricing Officer. (a) As authorized by Section
1207.007, Texas Government Code, as amended, the City Manager and Chief Financial Officer
of the City (each, a "Pricing Officer") is hereby authorized to act on behalf of the City in selling
and delivering the Bonds and carrying out the other procedures specified in this Ordinance,
including selection of the specific maturities or series (whole or part) of the Refunded Bonds to be
refunded, determining the aggregate principal amount of the Bonds, the date of the Bonds, any
additional or different designation or title by which the Bonds shall be known, the price at which
the Bonds will be sold, the manner of sale (negotiated, privately placed or competitively bid), the
years in which the Bonds will mature, the principal amount to mature in each of such years, the
rate of interest to be borne by each such maturity, the interest payment dates, the record date,
the price and terms upon and at which the Bonds shall be subject to redemption prior to maturity
at the option of the City, as well as any mandatory sinking fund redemption provisions, the
' designation of a paying agent/registrar, the designation of an escrow agent satisfying the
requirements of Chapter 1207, the terms of any bond insurance applicable to the Bonds, and all
other matters relating to the issuance, sale, and delivery of the Bonds, including any modification
of the Rule 15c2-12 continuing disclosure undertaking contained in Section 29 hereof, all of which
shall be specified in the Pricing Certificate, provided that:
(a) the aggregate original principal amount of the Bonds shall not
exceed $10,000,000;
(b) the refunding must produce present value debt service savings of
at least 7.00%, net of any contribution by the City;
(c) the true interest cost rate for the Bonds shall not exceed 2.50%; and
(d) the maximum maturity date for the Bonds shall not exceed
August 15, 2028.
(b) The execution of the Pricing Certificate shall evidence the sale date of the Bonds
by the City to the Purchasers (hereinafter defined). The delegation made hereby shall expire if
not exercised by the Pricing Officer on or prior to 180 days from the date hereof.
SECTION 4: Terms of Payment - Paving Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
' called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar, and the payment thereof shall be in any win or currency of the United States of
27342480.1111608227 2
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of the Paying Agent/Registrar for the Bonds shall be as
provided in the Pricing Certificate. Books and records relating to the registration, payment,
exchange and transfer of the Bonds (the "Security Register") shall at all times be kept and
maintained on behalf of the City by the Paying Agent/Registrar, all as provided herein, in
accordance with the terms and provisions of a "Paying Agent/Registrar Agreement," substantially
in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying
AgenURegistrar and the City may prescribe. The Pricing Officer is hereby authorized to execute
and deliver such Agreement in connection with the delivery of the Bonds. The City covenants to
maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid and
discharged, and any successor Paying AgenURegistrar shall be a commercial bank, trust
company, financial institution, or other entity qualified and authorized to serve in such capacity
and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying
Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be
sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give
the address of the new Paying Agent/Registrar.
The Bonds shall be payable at their Stated Maturities or upon their earlier redemption,
only upon the presentation and surrender of the Bonds to the Paying Agent/Registrar at its
designated offices provided in the Pricing Certificate (the "Designated Payment(Transfer Office");
provided, however, while a Bond is registered to Cede & Co., the payment thereof upon a partial
redemption of the principal amount thereof may be accomplished without presentation and
' surrender of such Bond. Interest due on the Bonds shall be paid by the Paying Agent/Registrar
to the Holders whose names appears in the Security Register at the close of business on the
Record Date (which shall be set forth in the Pricing Certificate) and such interest payments shall
be made (i) by check sent United States Mail, first class postage prepaid, to the address of the
Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying
AgenURegistrar, requested by, and at the risk and expense of, the Holder. If the date for the
payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday,
or a day on which banking institutions in the city where the Designated Payment/Transfer Office
of the Paying AgenURegistrar is located are authorized by law or executive order to be closed,
then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are authorized to be closed; and
payment on such date shall have the same force and effect as if made on the original date
payment was due.
In the event of a non-payment of interest on one or more maturities of the Bonds on a
scheduled payment dale, and for thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying AgenURegistrar, if and when
funds for the payment of such past due interest have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which shall be
fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior
to the Special Record Date by United States Mail, first class postage prepaid, to the address of
each Holder of the Bonds appearing on the Security Register at the close of business on the last
business day next preceding the date of mailing of such notice.
' SECTION 5: Registration - Transfer - Exchance of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every Holder of the Bonds issued under and pursuant to the provisions of
2]342460.1/1160822]
' this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or
exchanged for Bonds of like maturity, and amount and in authorized denominations upon the
Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such
Bond to the Paying Agent/Registrar at its Designated Paymentlrransfer Office for cancellation,
accompanied by a written instrument of transfer or request for exchange duly executed by the
Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for assignment or transfer of any Bond (other than the Initial Bonds
authorized in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, one or more new Bonds, executed on behalf of and furnished by the City,
shall be registered and issued to the assignee or transferee of the previous Holder; such Bonds
to be of authorized denominations, of like Stated Maturity, and of a like aggregate principal amount
as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bonds authorized in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds,
executed on behalf of and furnished by the City, to the Holder requesting the exchange.
All Bonds issued upon any such transfer or exchange of Bonds shall be delivered to the
Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by
' United States Mail, first class postage prepaid, to the Holders, and, upon the registration and
delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation
to pay and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be 'Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in
the exchange or transfer therefor. Additionally, the term 'Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 11 hereof, and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying AgenURegistrar shall be required to transfer or exchange
any Bond called for redemption, in whole or in part, within forty-five (45) days of the date fixed for
the redemption of such Bond; provided, however, such limitation on transferability shall not be
applicable to an exchange by the Holder of the unredeemed balance of a Bond called for
redemption in part.
27342480 1/11808227 4
' SECTION 6: Book -Entry -Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 4 and 5 hereof relating to the payment, and transfer/exchange
of the Bonds, the City hereby approves and authorizes the use of "Book -Entry -Only" securities
clearance, settlement and transfer system provided by The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of New York ('DTC"), in accordance
with the operational arrangements referenced in the Blanket Issuer Letter of Representation by
and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited
with DTC and 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 8 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 property 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 and 5 hereof.
' SECTION 7: Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and
countersigned by the City Secretary. The signature of said officials on the Bonds may be manual
or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were the
proper officials of the City on the date of the adoption of this Ordinance shall be deemed to be
duly executed on behalf of the City, notwithstanding that such individuals or either of them shall
cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with
respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and
provided in Texas Government Code, Chapter 1201, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c), manually executed by the Comptroller of Public
Accounts of the State of Texas, or his or her duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the aggregate principal amount of the Bonds with principal
installments to become due and payable as provided in the Pricing Certificate and numbered T-
1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity in the
applicable principal amount and denomination and to be numbered consecutively from T-1 and
upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall
27342480.1111608227
' 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 AgentlRegistrar, pursuant to written instructions from the initial purchaser(s), or the
designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor
definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing
applicable interest rates for transfer and delivery to the Holders named at the addresses identified
therefor; all pursuant to and in accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other information and documentation as the
Paying Agent/Registrar may reasonably require.
SECTION 9: Forms
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and
the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set
forth in this Section with such appropriate insertions, omissions, substitutions, and othervariations
as are permitted or required by this Ordinance and, with the Bonds to be completed and modified
with the information set forth in the Pricing Certificate, may have such letters, numbers, or other
marks of identification (including identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends on insured Bonds and any reproduction of an opinion
of counsel) thereon as may, consistently herewith, be established by the City or determined by
the Pricing Officer. The Pricing Certificate shall set forth the final and controlling forms and terms
' of the Bonds. Any portion of the text of any Bonds may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(b) Form of Definitive Bond.
REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2016
REGISTERED
Bond Date: Interest Rate: Stated Maturity: CUSIP NO:
,2016 %
Registered Owner:
1
2]342460.111160822]
Principal Amount:
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 Registered Owner named above, or the registered
assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove
stated (or so much thereof as shall not have been paid upon prior redemption), and to pay interest
on the unpaid principal amount hereof from the interest payment date next preceding the
"Registration Date" of this Bond appearing below (unless this Bond bears a "Registration Date"
as of an interest payment date, in which case it shall bear interest from such date, or unless the
"Registration Date" of this Bond is prior to the initial interest payment date in which case it shall
bear interest from the ) at the per annum rate of interest specified above
computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable
on and in each year, commencing , until maturity
or prior redemption. Principal of this Bond is payable at its Stated Maturity or upon its prior
redemption to the registered owner hereof, upon presentation and surrender, at the Designated
Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate
appearing hereon, or its successor; provided, however, while this Bond is registered to Cede &
Co., the payment of principal upon a partial redemption of the principal amount hereof may be
accomplished without presentation and surrender of this Bond. Interest is payable to the
registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance
hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date", which is the day
of the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to
the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday,
a legal holiday, or a day on which banking institutions in the city where the Designated
Payment(Transfer Office of the Paying AgenURegistrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized
to close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. All payments of principal of, premium, if any, and interest on this Bond
shall be without exchange or collection charges to the owner hereof and in any coin or currency
of the United States of America which at the time of payment is legal tender for the payment of
public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $ (herein referred to as the "Bonds") for the purpose of providing funds for the
discharge and final payment of certain outstanding obligations of the City and paying costs of
issuance, under and in strict conformity with the Constitution and laws of the State of Texas,
including Texas Government Code, Chapter 1207, as amended, and pursuant to an Ordinance
adopted by the City Council of the City (herein referred to as the "Ordinance").
[rhe Bonds maturing on the dates hereinafter identified (the "Term Bonds") are subject to
mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part prior to maturity at the price of par and accrued interest thereon to the date of redemption,
and without premium, on the dates and in the principal amounts as follows:
27342488.1/11808227 7
' Term Bonds due Term Bonds due
Redemption Date Principal Amount Redemption Date Principal Amount
The particular Term Bonds of a Stated Maturity to be redeemed on each redemption date
shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal amount
of Term Bonds for a Stated Maturity required to be redeemed on a mandatory redemption date
may be reduced, at the option of the City, by the principal amount of Term Bonds of like Stated
Maturity which, at least 50 days prior to a mandatory redemption date, (1) shall have been
acquired by the City at a price not exceeding the principal amount of such Term Bonds plus
accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for
cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions
appearing below and not theretofore credited against a mandatory redemption requirement.]
The Bonds maturing on and after , may be redeemed prior to their Stated
Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or any
integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on
, or on any date thereafter, at the redemption price of par, together with
accrued interest to the date of redemption.
At least thirty (30) days prior to the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
' prepaid, to the registered owners of each Bond to be redeemed, in whole or in part, at the address
shown on the Security Register and subject to the terms and provisions relating thereto contained
in the Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such Bond
(or the portion of its principal sum to be redeemed) shall become due and payable, and interest
thereon shall cease to accrue from and after the redemption date therefor, provided moneys for
the payment of the redemption price and the interest on the principal amount to be redeemed to
the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar
In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the
Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of
the registered owner within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the registered owner of the
unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless certain prerequisites to such
redemption required by the Ordinance have been met and moneys sufficient to pay the
redemption price of the Bonds to be redeemed shall have been received by the Paying
'
Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said
redemption is conditional upon the satisfaction of such prerequisites and receipt of such moneys
by the Paying Agent/Registrar on or prior to the date fixed for such redemption. If a conditional
27342460.1111608227
notice of redemption is given and such prerequisites to the redemption are not satisfied or
' sufficient moneys are not received, such notice shall be of no force and effect, the City shall not
redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the
notice of redemption was given, to the effect that the Bonds have not been redeemed.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment(Transfer Office of the Paying
Agent'Registrar, and to all of the provisions of which the owner or holder of this Bond by the
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of the
City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
and not otherwise defined have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Paymentffransfer Office of the Paying AgenURegistrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent.
When a transfer on the Security Register occurs, one or more new fully registered Bonds of the
' same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying AgentlRegistrar 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 the Stated Maturity, or its redemption, in whole or in part, and (iii)
on any other date as the owner for all other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of
nonpayment of interest on a Bond on a scheduled payment date and for thirty (30) days thereafter,
a new record date for such interest payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the City. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be fifteen (15) days after the Special Record Date) shall be sent at least
five (5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each 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
27342460.1117809227
of the principal of and interest on the Bonds by the levy of a tax as aforestated. In case any
provision in this Bond shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
The terms and provisions of this Bond and the Ordinance shall be construed in accordance with
and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City.
CITY O N, TEXAS
Stephen Terrell, Mayor
COUNTERSIGNED:
Shelley B. Geor , City Secreta
(SEAL)
27342460.1111608227 10
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bonds only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS 1 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)
' (d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within -mentioned Ordinance; the bond or bonds of the
above entitled and designated series originally delivered having been approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by
the records of the Paying Agent/Registrar.
The designated offices of the Paying Agent/Registrar in , is the Designated
Payment/Transfer Office for this Bond.
as Paying Agent/Registrar
Registration date:
By
Authorized Signature
27342460.1111608227 11
I
(e) Form of Assignment.
1
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:
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within Bond in
every particular.
(f) The Initial Bonds shall be in the form set forth therefor in Subsection (b) of this
Section, except a single Initial Bond shall be modified as follows:
REGISTERED REGISTERED
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2016
Bond Date:
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 registered owner named above, or the registered
assigns thereof, the Principal Amount hereinabove stated on in the years
and in principal installments in accordance with the following schedule:
STATED PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
27342460.1/11608227
12
' (Information to be inserted from Pricing Certificate).
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid principal installments hereof from the at the per annum rates
of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months;
such interest being payable on , and each and
thereafter, until maturity or prior redemption. Principal installments of this
Bond are payable in the year of maturity or on a redemption date to the registered owner hereof
by (the "Paying Agent/Registrar"), upon presentation and
surrender, at its designated offices in (the "Designated PaymenUiransfer
Office"). Interest is payable to the registered owner of this Bond whose name appears on the
"Security Register" maintained by the Paying Agent/Registrar at the close of business on the
"Record Date," which is the day of the month next preceding each interest
payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United
States Mail, first class postage prepaid, to the address of the registered owner recorded in the
Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the registered owner. All payments of principal of, premium,
if any, and interest on this Bond shall be without exchange or collection charges to the registered
owner hereof and in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts. If the date for the payment
of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day
on which banking institutions in the city where the Designated PaymenUfransfer Office of the
Paying Agent/Registrar is located are authorized by law or executive order to be closed, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,
legal holiday, or day on which banking institutions are authorized to be closed; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount is the greater), there is hereby
levied, and there shall be annually assessed and collected in due time, form, and manner, a tax
on all taxable property in the City, within the limitations prescribed by law, 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 rale 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 2016 Refunding 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.
The Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant Chief
Financial Officer, and City Secretary of the City, individually or jointly, are hereby authorized and
directed to cause to be transferred to the Paying Agent/Registrar for the Bonds, from funds on
deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly
each installment of interest and principal of the Bonds as the same accrues or matures; such
273424601/11608227 13
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.
PROVIDED, however, in regard to the payment to become due on the Bonds prior to the
tax delinquency date next following the annual assessment of taxes levied which next follows the
Bond Date, if any, sufficient current funds will be available and are hereby appropriated to make
such payments; and the Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant
Chief Financial Officer, and City Secretary of the City, individually orjointly, are hereby authorized
and directed to transfer and deposit in the Interest and Sinking Fund such current funds which,
together with the accrued interest received from the initial purchasers, will be sufficient to pay the
payments due on the Bonds prior to the lax delinquency date next following the annual
assessment of taxes levied which next follows the Bond Date.
SECTION 11: Mutilated, Destroyed. Lost and Stolen Bonds. In case any Bond shall be
mutilated, 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 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,
' 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, K 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,
27342460.1111608227 14
on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or
t waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have
been made) the redemption date thereof. The City covenants that no deposit of moneys or
Government Securities will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant
thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not required for the payment of the
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held
in trust to pay shall upon the request of the City be remitted to the City against a written receipt
therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State
of Texas.
The term "Government Securities", as used herein, means (i) direct noncallable
obligations of the United States of America, including obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations
t of an agency or instrumentality of the United States of America, including obligations
unconditionally guaranteed or insured by the agency or instrumentality and, on the date of their
acquisition or purchase by the City, are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, (iii) noncallable obligations of a state or
an agency or a county, municipality, or other political subdivision of a state that have been
refunded and that, on the date of their acquisition or purchase by the City, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent, and (iv) any other then authorized securities or obligations under applicable law that
may be used to defease obligations such as the Bonds.
The City reserves the right, subject to satisfying the requirements of (i) and (ii) above, to
substitute other Government Securities for the Government Securities originally deposited, to
reinvest the uninvested moneys on deposit for such defeasance and to withdraw for the benefit
of the City moneys in excess of the amount required for such defeasance.
Upon such deposit as described above, such Bonds shall no longer be regarded to be
outstanding or unpaid. Provided, however, the City has reserved the option, to be exercised at
the time of the defeasance of the Bonds, to call for redemption, at an earlier date, those Bonds
which have been defeased to their maturity date, H the City: (i) in the proceedings providing for
the firm banking and financial arrangements, expressly reserves the right to call the Bonds for
redemption; (ii) gives notice of the reservation of that right to the Holders of the Bonds immediately
following the making of the firm banking and financial arrangements; and (iii) directs that notice
of the reservation be included in any redemption notices that it authorizes.
' SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This
Ordinance, together with the Pricing Certificate, shall constitute a contract with the Holders from
time to time, be binding on the City, and shall not be amended or repealed by the City so long as
2]342460.1/1180822] 15
any Bond remains Outstanding except as permitted in this Section and in Section 29 hereof. The
City may, without the consent of or notice to any Holders, from time to time and at any time,
amend this Ordinance or any provision in the Pricing Certificate in any manner not detrimental to
the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect
or omission herein. In addition, the City may, with the consent of Holders who own a majority of
the aggregate of the principal amount of the Bonds then Outstanding, amend, add to, or rescind
any of the provisions of this Ordinance or any provision in the Pricing Certificate; provided that,
without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or
rescission shall (1) extend the time or times of payment of the principal of and interest on the
Bonds, reduce the principal amount thereof, the redemption price, or the rate of interest thereon,
or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2)
give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal
amount of Bonds required to be held by Holders for consent to any such amendment, addition, or
rescission.
The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered to
the Paying Agent/ Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with the
provisions of Section 12 hereof; and
' (3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in
Section 11 hereof.
SECTION 14: Covenants to Maintain Tax -Exempt Status.
(a) Definitions. When used in this Section, the following terms shall 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.
27342480.1/11608227 16
"Nonpurpose Investment" means any investment property, as defined in section
148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not
acquired to carry out the governmental purposes of the Bonds.
'Rebate Amount' has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations
issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific
Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax
Regulation designed to supplement, amend or replace the specific Regulation referenced.
"Yield" of (i) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and (ii) 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:
(a) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Bonds), and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(b) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds (including
property financed with Gross Proceeds of the Refunded Bonds), other than taxes
' of general application within the City or interest earned on investments acquired
with such Gross Proceeds pending application for their intended purposes.
27342460.1111608227 17
(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
Slated 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 rause the Bonds to be federally guaranteed within the meaning of section 149(b) of
the Code and the Regulations and rulings thereunder.
' (g) Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in
such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section
148(f) of the Code and the Regulations and rulings thereunder:
(i) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and
apart from all other funds (and receipts, expenditures and investments thereof) and
shall retain all records of accounting for at least six (6) years after the day on which
the last outstanding Bond is discharged. However, to the extent permitted by law,
the City may commingle Gross Proceeds of the Bonds with other money of the
City, provided that the City separately accounts for each receipt and expenditure
of Gross Proceeds and the obligations acquired therewith.
(ii) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce
' such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the Holders thereof for federal income tax
purposes, the City shall pay to the United States from an appropriate fund, or if
2]342460.1/1160822] 18
permitted by applicable Texas statute, regulation, or opinion of the Attorney
' General of the State of Texas, the Interest and Sinking Fund, the amount that when
added to the future value of previous rebate payments made for the Bonds equals
(i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of
the Regulations, one hundred percent (100%) of the Rebate Amount on such date;
and (ii) in the case of any other Computation Date, ninety percent (90%) of the
Rebate Amount on such date. In all cases, the rebate payments shall be made at
the times, in the installments, to the place, and in the manner as is or may be
required by Section 148(f) of the Code and the Regulations and rulings thereunder,
and shall be accompanied by Form 8038-T or such other forms and information as
is or may be required by Section 148(f) of the Code and the Regulations and rulings
thereunder.
(iv) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to subsection (h) of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if
the transaction had been at arm's length and had the Yield of the Bonds not been relevant to
either party.
0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Manager, Chief Financial Officer and City Secretary, 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.
(k) Bonds Not Hedge Bonds. (1) At the time the original obligations refunded by the
Bonds were issued, the City reasonably expected to spend at least 85% of the spendable
proceeds of such obligations within three years after such obligations were issued and (2) not
more than 50% of the proceeds of the original obligations refunded by the Bonds were invested
in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or
more.
(1) Qualified Advance Refunding. The Bonds are being issued to refund the Refunded
Bonds and will be issued more than 90 days before the redemption of such Refunded Bonds.
The City represents as follows:
(i) The Bonds are the first advance refunding of the Refunded Bonds,
within the meaning of section 149(d)(3) of the Code.
' (ii) The Refunded Bonds are being called for redemption, and will be
redeemed not later than the earliest date on which such bonds may be redeemed.
2734M0.1/11e08227 19
(iii) The initial temporary period under section 148(c) of the Code will
end: (i) with respect to the proceeds of the Bonds not later than 30 days after the
date of issue of such Bonds; and (ii) with respect to proceeds of the Refunded
Bonds on the Closing Date if not ended prior thereto.
(iv) On and after the date of issue of the Bonds, no proceeds of the
Refunded Bonds will be invested in Nonpurpose Investments having a Yield in
excess of the Yield on the Refunded Bonds.
(v) The Bonds are being issued for the purposes stated in the preamble
of this Ordinance. There is a present value savings associated with the refunding.
In the issuance of the Bonds the City has neither: (i) overburdened the tax-exempt
bond market by issuing more bonds, issuing bonds earlier or allowing bonds to
remain outstanding longer than reasonably necessary to accomplish the
governmental purposes for which the Bonds were issued; (ii) employed on
"abusive arbitrage device" within the meaning of Section 1.148-10(a) of the
Regulations; nor (iii) employed a "device" to obtain a material financial advantage
based on arbitrage, within the meaning of section 149(d)(4) of the Code, apart from
savings attributable to lower interest rates and reduced debt service payments in
early years.
(m) Qualified Tax Exempt Obligations. The Pricing Officer is hereby authorized to
designate in the Pricing Certificate the designation of the Bonds as "qualified tax-exempt
obligations" in accordance with the provisions of the paragraph (3) of subsection (b) of Section
' 265 of the Code in the event the Bonds qualify for such designation and confirm that the Bonds
are not "private activity bonds" as defined in the Code and confirm the amount of "tax-exempt
obligations" to be issued by the City (including all subordinate entities of the City) for the calendar
year in which the Bonds are issued will not exceed $10,000,000.
SECTION 15: Sale of Bonds - Official Statement. The Bonds authorized by this
Ordinance may be sold by the City to the purchaser(s) (herein referred to as the "Purchasers") by
(i) negotiated sale, in accordance with a bond purchase agreement (the "Purchase Contract"), (ii)
by private placement, in accordance with an agreement to purchase or other agreement, or (iii)
by competitive bidding, in accordance with the successful bid submitted therefor, as determined
by the Pricing Officer, in accordance with Section 3 hereof. The Pricing Officer is hereby
authorized and directed to execute the Purchase Contract, agreement to purchase in the event
of a private placement, or the successful bid form in the event of a competitive sale, as applicable,
for and on behalf of the City and as the act and deed of this Council.
With regard to such terms and provisions of said Purchase Contract as a result of a
negotiated sale, the Pricing Officer is hereby authorized to come to an agreement with the
Purchasers on the following, among other matters:
The details of the purchase and sale of the Bonds;
2. The details of the public offering of the Bonds by the Purchasers;
3. The details of an Official Statement (and, if appropriate, any Preliminary Official
' Statement) relating to the Bonds and the City's Rule 15c2-12 compliance;
4. A security deposit for the Bonds;
21342460.1/11608227 20
5. The representations and warranties of the City to the Purchasers;
6. The details of the delivery of, and payment for, the Bonds;
7. The Purchasers' obligations under the Purchase Contract;
8. The certain conditions to the obligations of the City under the Purchase Contract;
9. Termination of the Purchase Contract;
10. Particular covenants of the City;
11. The survival of representations made in the Purchase Contract;
12. The payment of any expenses relating to the Purchase Contract;
13. Notices; and
14. Any and all such other details that are found by the Pricing Officer to be necessary
and advisable for the purchase and sale of the Bonds.
The Mayor and City Secretary of the City are further authorized and directed to deliver for
and on behalf of the City copies of a Preliminary Official Statement and Official Statement,
prepared in connection with the offering of the Bonds by the Purchasers, in final form as may be
required by the Purchasers, and such final Official Statement in the form and content as approved
' by the Pricing Officer shall be deemed to be approved by the City Council of the City and constitute
the Official Statement authorized for distribution and use by the Purchasers.
SECTION 16: Special Escrow Agreement. A "Special Escrow Agreement" (the "Escrow
Agreement") by and between the City and an authorized escrow agent (the "Escrow Agent") shall
be attached to, and approved in, the Pricing Certificate. Such Escrow Agreement is hereby
authorized to be finalized and executed by the Pricing Officer for and on behalf of the City and as
the act and deed of this City Council; and such Escrow Agreement as executed by said Pricing
Officer shall be deemed approved by the City Council and constitute the Escrow Agreement
herein approved. With regard to the finalization of certain terms and provisions of said Escrow
Agreement, a Pricing Officer is hereby authorized to come to an agreement with the Escrow Agent
on the following details, among other matters:
(a) The identification of the Refunded Bonds;
(b) The creation and funding of the Escrow Fund or Funds; and
(c) The Escrow Agent's compensation, administration of the Escrow Fund or Funds,
and the settlement of any paying agents' charges relating to the Refunded
Obligations.
Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are
hereby authorized and directed to make the necessary arrangements for the purchase of the
' escrowed securities referenced in the Escrow Agreement and the delivery thereof to the Escrow
Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY
OF ALLEN, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 ESCROW
27342480.1/11808227 21
FUND" (referred to herein as the "Escrow Fund"), or such other designation as specified on the
' Pricing Certificate; all as contemplated and provided in Chapter 1207, the Ordinance, the Pricing
Certificate, and the Escrow Agreement.
On or immediately prior to the date of the delivery of the Bonds to the Purchasers, the
Pricing Officer shall also cause to be deposited (and is hereby authorized to cause to be
deposited) with the Escrow Agent from moneys on deposit in the debt service fund(s) maintained
for the payment of the Refunded Bonds an amount which, together with the proceeds of sale, and
the investment earnings thereon, will be sufficient to pay in full the Refunded Bonds (or the amount
of accrued interest due thereon) scheduled to mature and authorized to be redeemed on the
earliest date established in the Pricing Certificate for the redemption of any of the Refunded Bonds
(or the earliest date of payment, to be made from moneys in the Escrow Fund(s), as established
in the Pricing Certificate, of the amount of accrued interest due thereon).
SECTION 17: Refunded Bonds. (a) In order to provide for the refunding, discharge and
retirement of the Refunded Bonds, the Refunded Bonds identified, described and in the amounts
set forth in the Pricing Certificate are called for redemption on the first date such Refunded Bonds
are subject to redemption or such other date specified by the Pricing Officer in the Pricing
Certificate at the price of par plus accrued interest to the redemption date, and notices of such
redemption shall be given in accordance with the applicable provisions of the ordinance adopted
by the City Council of the City, which authorized the issuance of the Refunded Bonds. The Pricing
Officer is hereby authorized and directed to provide documentation, including a copy of this
Ordinance and the Pricing Certificate, to the paying agent/registrar for the Refunded Bonds,
together with a suggested form of notice of redemption to be sent to holders, such suggested
' form of notice of redemption for the Refunded Bonds to be substantially the form set forth as an
exhibit to the Pricing Certificate, in accordance with the redemption provisions applicable to the
Refunded Bonds
(b) The paying agent/registrar for Refunded Bonds is hereby directed to provide the
appropriate notice of redemption as required by the ordinance authorizing the Refunded Bonds
and is hereby directed to make appropriate arrangements so that the Refunded Bonds may be
redeemed on the redemption date.
(c) The source of funds for payment of the principal of and interest on the Refunded
Bonds on their respective maturity or redemption dates shall be from the funds deposited with the
Escrow Agent, pursuant to the Escrow Agreement finalized by the Pricing Officer and approved
in Section 16 of this Ordinance and by the Pricing Officer in the Pricing Certificate.
SECTION 18: Control and Custody of Bonds. The Mayor 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 definitive Bonds and 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 Purchasers.
SECTION 19: Proceeds of Sale. Immediately following the delivery of the Bonds, the
proceeds of sale (less those proceeds of sale designated to pay costs of issuance and any
accrued interest received from the Purchasers of the Bonds) shall be deposited with the Escrow
Agent for application and disbursement in accordance with the provisions of the Escrow
Agreement or deposited with the paying agent/registrar for the Refunded Bonds for the payment
and redemption of the Refunded Bonds. The proceeds of sale of the Bonds not so deposited with
the Escrow Agent (or the paying agent/registrar for the Refunded Bonds) for the refunding of the
27342480.1/11808227 22
Refunded Bonds shall be disbursed for payment of costs of issuance, or deposited in the Interest
' and Sinking Fund for the Bonds, all in accordance with written instructions from the City or its
financial advisor. Such proceeds of sale may be invested in authorized investments and any
investment earnings realized may be (with respect to the accrued interest received from the
Purchasers) deposited in the Interest and Sinking Fund as shall be determined by the City Council
of the City.
Additionally, the Pricing Officer shall determine the amount of any City contribution to the
refunding from moneys on deposit in the debt service fund and/or reserve fund maintained for the
payment of the Refunded Bonds.
SECTION 20: Notices to Holders - Waiver. Wherever this Ordinance or the Pricing
Certificate provides for notice to Holders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class
postage prepaid, to the address of each Holder appearing in the Security Register at the close of
business on the business day next preceding the mailing of such notice.
In any case in which notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency
of such notice with respect to all other Bonds. Where this Ordinance or the Pricing Certificate
provides for notice in any manner, such notice may be waived in writing by the Holder entitled
to receive such notice, either before or after the event with respect to which such notice is given,
and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be
filed with the Paying AgenURegistrar, 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 AgenURegistrar 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 Norton Rose Fulbright US LLP, 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 or an executed counterpart thereof is hereby authorized to be either printed on definitive
printed obligations or deposited with DTC along with the global certificates for the implementation
and use of the Book -Entry -Only System used in the settlement and transfer of the Bonds.
SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds
deposited with The Depository Trust Company or on printed 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.
27342460.1111608227 23
SECTION 24: Benefits of Ordinance. Nothing in this Ordinance or the Pricing Certificate,
' expressed or implied, is intended or shall be construed to confer upon any person other than the
City, the Paying Agent/Registrar and the Holders, any right, remedy or claim, legal or equitable,
under or by reason of this Ordinance or any provision hereof or the Pricing Certificate, and this
Ordinance and all of its provisions and the Pricing Certificate being intended to be and shall be
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 of
reference 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: Continuing Disclosure Undertaking. The Pricing Officer is hereby
' authorized to determine whether a continuing disclosure undertaking is required in connection
with the issuance of the Bonds. To the extent it is determined that an undertaking under the Rule
is required, this Section 29 shall apply.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time or officially
interpreted by the SEC.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1) within six months
after the end of each fiscal year of the City beginning in the year stated in the Pricing Certificate,
financial information and operating data with respect to the City of the general type included in
the final Official Statement approved by the Pricing Officer and described in the Pricing Certificate,
and (2) if not provided as part such financial information and operating data, audited financial
statements of the City, when and if available. Any financial statements to be provided shall be (i)
prepared in accordance with the accounting principles described in the Pricing Certificate, or such
other accounting principles as the City may be required to employ from time to time pursuant to
state law or regulation, and in substantially the form included in the Official Statement, and (ii)
audited, if the City commissions an audit of such statements and the audit is completed within the
' period during which they must be provided. If the audit of such financial statements is not
complete within twelve (12) months after any such fiscal year end, then the City shall file unaudited
27342460 1/11608227 24
financial statements within such twelve-month period and audited financial statements for the
' applicable fiscal year, when and if the audit report on such statements becomes available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The City shall provide notice of any of the following
events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business
days after occurrence of the event:
273 2460.1111608227 25
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed orfinal determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB), or other material notices or determinations with respect to the tax
status of the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the
Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving
the City or the sale of all or substantially all of its assets, other than in the ordinary
'
course of business, the entry into of a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material; and
273 2460.1111608227 25
14. Appointment of a successor or additional trustee or the change of name
' of a trustee, if material.
For these purposes, any event described in the immediately preceding paragraph 12 is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with this Section by the time required by this
Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices, and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations. Disclaimers. and Amendments. The City shall be obligated to observe
' and perform the covenants specified in this Section with respect to the City and the Bonds while,
but only while, the City remains an 'obligated person" with respect to the Bonds within the
meaning of the Rule, except that the City in any event will give the notice required by subsection
(c) hereof of any Bond calls and defeasance that cause the City to be no longer such an "obligated
person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the financial
results, condition, or prospects of the City or the State of Texas 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 dale.
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.
27342460.1/1160e227 26
No default by the City in observing or performing its obligations under this Section shall
' constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the Cityfrom 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 and the State of
Texas (such as nationally recognized bond counsel) determines that such amendment will not
materially impair the interests of the Holders and beneficial owners of the Bonds. The provisions
of this Section may also be amended from time to time or repealed by the City if the SEC amends
or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such
provisions are invalid, but only if and to the extent that reservation of the Citys right to do so would
not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or
selling Bonds in such offering. If the City so amends the provisions of this Section, it shall include
' with any amended financial information or operating data next provided in accordance with
subsection (b) 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 30: Severability. If any provision of this Ordinance or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares
that this Ordinance would have been enacted without such invalid provision.
SECTION 31: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Chief Financial Officer, Assistant Chief Financial Officer and City Secretary are hereby
expressly authorized, empowered and directed from time to time and at any time to do and
perform all such acts and things and to execute, acknowledge and deliver in the name and on
behalf of the City all agreements, instruments, certificates or other documents, whether mentioned
herein or not, as may be necessary or desirable in order to carry out the terms and provisions of
this Ordinance and the issuance of the Bonds. In addition, prior to the initial delivery of the Bonds,
the Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant Chief Financial
Officer, or City Secretary, or Bond Counsel to the City are each hereby authorized and directed
to approve any changes or corrections to this Ordinance or to any of the documents authorized
and approved by this Ordinance: (i) in order to cure any ambiguity, formal defect, or omission in
the Ordinance or such other document; or (ii) as requested by the Attorney General of the State
of Texas or his representative to obtain the approval of the Bonds by the Attorney General and if
such officer or counsel determines that such changes are consistent with the intent and purpose
of the Ordinance, which determination shall be final. In the event that any officer of the City whose
signature shall appear on any document shall cease to be such officer before the delivery of such
document, such signature nevertheless shall be valid and sufficient for all purposes the same as
if such officer had remained in office until such delivery.
27342480.1/11808227 27
SECTION 32: Municipal Bond Insurance. The Bonds may be sold with the principal of and
' interest thereon being insured by a municipal bond insurance provider authorized to transact
business in the State of Texas. The Pricing Officer is hereby authorized to make the selection of
municipal bond insurance (if any) for the Bonds and make the determination of the provisions of
any commitment therefor.
SECTION 33: Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
in this Section.
SECTION 34: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 35: Effective Date. This Ordinance shall take effect and be in full force
immediately from and after its adoption on the date hereof in accordance with the provisions of
Texas Government Code, Section 1201.028, as amended.
1
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27342460.1111608227 28
DULY PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
' COLLIN COUNTY, TEXAS, ON THIS THE 12'^ DAY OF JULY, 2016.
CITY OF ALLEN, TEXAS
STEPHEN TERRELL
Mayor
ATTEST:
SHELLEY B. GEORGE
TRMC, City Secretary
(City Seal)
27342460.1/11608227 [signature page of bond ordinance]
EXHIBIT A
' FORM OF PAYING AGENT/REGISTRAR AGREEMENT
1
27342460 1/!11608227
PAYING AGENT/REGISTRAR AGREEMENT
' THIS AGREEMENT is entered into as of , 2016 (this "Agreement"), by and
between , a banking association duly organized
and existing under the laws of the , or its successors or assigns (the
"Bank") and the City of Allen, Texas (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Allen, Texas, General Obligation Refunding Bonds, Series 2016" (the "Securities"), dated
2016, such Securities scheduled to be delivered to the initial purchasers thereof
on or about , 2016; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
' ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
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).
27342495.1/11800221
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 Dale" 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.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor'— means Estrada Hinojosa & Company, Inc.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
' "Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or govemment
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 Securityfor which a replacement Security has been registered
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing
Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice -Chairman of the Board of Directors, the Chairman or Vice -
Chairman of the Executive Committee of the Board of Directors, the President, any
Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other officer to
' whom such matter is referred because of his knowledge of and familiarity with the
particular subject.
27342495.1/11808227
"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 dale specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar' refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
' As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
' payment of the principal of and interest on the Securities to the Holders and containing such other
information as may be reasonably required by the Issuer and subject to such reasonable
27342495.1111608227
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements
of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities Dealers,
such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re -registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
' the care maintained by the Bank for debt securities of other governments or corporations forwhich
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
2]342495.1/1180822]
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
' intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed. Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
' for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents. Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
' any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
27342495.1/11608227
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
' protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the mannerdisclosed in the closing memorandum or letter as prepared
by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer's
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon
and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
' responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Anent AccountfCollateralization. A
paying agent account shall at all limes be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
' Texas Property Code, as amended. The Bank shall have no liability by virtue of adions taken in
compliance with this provision.
27342495.1/11608227
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or 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 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
' In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal corporate
office of the Bank in the City of Dallas, Texas.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
' waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page hereof.
27342495.1/11808227
Section 6.04 Effect of Headinas. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Mercer, Conversion. Consolidation. or Succession. Any corporation or
association into which the Bank may be merged or converted orwith which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.06 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
' AgenURegistrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (it) 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
AgenURegistrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
27342495.1/11608227
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Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
273424951/11608227
[Remainder of page left blank intentionally.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
By:
Title:
Address:
Attest:
Title:
CITY OF ALLEN, TEXAS
'By:
Pricing Officer
Address: 305 Century Parkway
Allen, Texas 75013
27342495.1A1508227 [signature page to Paying Agent/Registrar Agreement]
I
2]342495.111160822] A-1