O-3403-7-16ORDINANCE NO. 3403-7-16
' AN ORDINANCE authorizing the issuance of "CITY OF ALLEN, TEXAS, TAX
NOTES, SERIES 2016"; levying a continuing direct annual ad valorem tax
for the payment of said Notes; and resolving other matters incident and
related to the issuance, sale, payment, and deliveryof said Notes, including
establishing parameters therefor and delegating matters relating to the sale
and issuance of the Notes to authorized City officials
WHEREAS, pursuant to Texas Government Code, Chapter 1431, as amended,
(hereinafter called the "Act"), the City Council is authorized and empowered to issue anticipation
notes to pay contractual obligations to be incurred (i) for the construction of any public work and
(ii) for the purchase of materials, supplies, equipment, machinery, buildings, lands and rights-of-
way for the City's authorized needs and purposes; and
WHEREAS, in accordance with the provisions of Act, the City Council hereby finds and
determines that anticipation notes should be authorized at this time as herein provided to finance
the costs of paying contractual obligations to be incurred for (i) for the purchase of materials,
supplies, equipment and machinery for authorized needs and purposes, including communication
and technology equipment and (ii) professional services rendered on behalf of the City in relation
to such projects and the financing thereof; and
WHEREAS, the City shall by this Ordinance, in accordance with the provisions of Texas
Government Code, Chapter 1371, as amended ("Chapter 1371"), delegate to a Pricing Officer
. (hereinafter designated) the authority to determine the principal amount of Notes to be issued and
negotiate the terms of sale thereof; and
WHEREAS, the City Council hereby finds and determines that it is a public purpose and
in the best interests of the City to authorize the issuance of the notes and the terms of such notes
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 Chapter 1371; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS
SECTION I: Authorization- Series Desionation- Princioal Amount - Purpose - Note Date.
Tax notes of the City shall be and are hereby authorized to be issued in one or more series in the
aggregate principal amount set forth in the Pricing Certificate to be designated and bear the title
"CITY OF ALLEN, TEXAS, TAX NOTES, SERIES 2016" (herein referred to as the "Notes"), for
the purpose of paying contractual obligations to be incurred for (i) for the purchase of materials,
supplies, equipment and machinery for authorized needs and purposes, including communication
and technology equipment and (ii) professional services rendered on behalf of the City in relation
to such projects and the financing thereof, all as provided in the Pricing Certificate and in
accordance with the authority conferred by and in conformity with the Constitution and laws of the
State of Texas, including Texas Government Code, Chapters 1371 and 1431, as amended. The
Notes shall be dated (the "Note Date") as provided in the Pricing Certificate.
SECTION 2: Fully Registered Obligations - Terms. The Notes shall be issued as fully
registered obligations, without coupons, and the Notes (other than the Initial Note(s) referenced
' in Section 8 hereof) shall be in denominations of $5,000 or any integral multiple (within a Stated
Maturity) thereof, shall be lettered "R" and numbered consecutively from one (1) upward and
principal shall become due and payable on a date certain in each of the years and in amounts
273425191111808227
(the "Stated Maturities") and bear interest at the rate's) per annum in accordance with the details
' of the Notes as set forth in the Pricing Certificate.
The Notes 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 Notes 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 Texas
Government Code, Chapter 1371, as amended, the City Manager or Chief Financial Officer of the
City (either, a "Pricing Officer") is hereby authorized to act on behalf of the City in selling and
delivering the Notes and carrying out the other procedures specified in this Ordinance, including
determining the aggregate principal amount of the Notes, the date of the Notes, any additional or
different designation or title by which the Notes shall be known, the price at which the Notes will
be sold, the manner of sale (negotiated, privately placed or competitively bid), the years in which
the Notes 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 Notes 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 terms of any Note insurance applicable to the Notes, and all other matters
relating to the issuance, sale, and delivery of the Notes, including any modification of the Rule
15c2-12 continuing disclosure undertaking contained in Section 32 hereof, all of which shall be
specified in the Pricing Certificate, provided that:
' (i) the aggregate original principal amount of the Notes shall not
exceed $2,000,000;
(ii) the true interest cost rate for the Notes shall not exceed 2.00%;
(iii) the maximum maturity date for the Notes shall not exceed
August 15, 2021;
The execution of the Pricing Certificate shall evidence the sale date of the Notes by the
City to the Purchasers (hereinafter defined).
(b) The delegation made hereby shall expire if not exercised by the Pricing Officer on
or prior to 180 days from date hereof.
SECTION 4: Terms of Payment - Paving Agent/Registrar. The principal of, premium, if
any, and the interest on the Notes, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Notes (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar, and the payment thereof shall be in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of the Paying Agent/Registrar for the Notes shall be as
' provided in the Pricing Certificate. Books and records relating to the registration, payment,
exchange and transfer of the Notes (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
27342519.1111608227
' accordance with the terms and provisions of a "Paying Agent/Registrar Agreement," substantially
in the form attached hereto as Exhibit A and such reasonable rules and regulations as the Paying
Agent/Registrar and the City may prescribe. The Pricing Officer is hereby authorized to execute
and deliver such Agreement in connection with the delivery of the Notes. The City covenants to
maintain and provide a Paying AgenURegistrar at all times until the Notes are paid and
discharged, and any successor Paying Agent/Registrar shall be a commercial bank, trust
company, financial institution, or other entity qualified and authorized to serve in such capacity
and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying
Agent/Registrar for the Notes, 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 Notes shall be payable at their Stated Maturities or upon their earlier redemption, only
upon the presentation and surrender of the Notes to the Paying Agent/Registrar at its designated
offices as provided in the Pricing Certificate (the "Designated Payment(Transfer Office") provided,
however, while a Note is registered to Cede & Co., the payment of principal upon a partial
redemption of the principal amount thereof may be accomplished without presentation and
surrender of such Note. Interest on a Note 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 Notes shall be a Saturday, Sunday, a legal holiday,
or a day on which banking institutions in the city where the Designated Payment/Transfer Office
of the Paying Agent/Registrar is located are authorized by law or executive order to be closed,
then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are authorized to be closed; and
payment on such date shall have the same force and effect as if made on the original date
payment was due.
In the event of a non-payment of interest on one or more maturities of the Notes on a
scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment of such past due interest have been received from the City. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which shall be
fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior
to the Special Record Date by United States Mail, first class postage prepaid, to the address of
each Holder of the Notes 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 - Exchanoe of Notes - Predecessor Notes. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every Holder of the Notes issued under and pursuant to the provisions of
this Ordinance, or if appropriate, the nominee thereof. Any Note may be transferred or exchanged
for Notes 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 Note to the
' Paying AgenURegistrar at its Designated Payment/Transfer Office for cancellation, accompanied
by a written instrument of transfer or request for exchange duly executed by the Holder or by his
duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
27342519 1/11608227
' Upon surrender for assignment or transfer of any Note (other than the Initial Note(s)
authorized in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the
Paying Agent/Registrar, one or more new Notes, executed on behalf of and furnished by the City,
shall be registered and issued to the assignee or transferee of the previous Holder; such Notes
to be of authorized denominations, of like Stated Maturity, and of a like aggregate principal amount
as the Note or Notes surrendered for transfer.
At the option of the Holder, Notes (other than the Initial Note(s) authorized in Section 8
hereof) may be exchanged for other Notes of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Notes surrendered for exchange, upon surrender of the Notes to be exchanged at the Designated
PaymentfTransfer Office of the Paying Agent/Registrar. Whenever any Notes are surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Notes, executed on behalf
of and furnished by the City, to the Holder requesting the exchange.
All Notes issued upon any such transfer or exchange of Notes 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 Notes surrendered in such
transfer or exchange.
All transfers or exchanges of Notes 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.
Notes canceled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Notes," evidencing all or a portion, as the case may be, of
the same obligation to pay evidenced by the new Note or Notes registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Notes" shall include any
mutilated, lost, destroyed, or stolen Note for which a replacement Note has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section 30 hereof, and such
new replacement Note shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Note.
Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange
any Note called for redemption, in whole or in part, within forty-five (45) days of the date fixed for
the redemption of such Note; provided, however, such limitation on transferability shall not be
applicable to an exchange by the Holder of the unredeemed balance of a Note called for
redemption in part.
SECTION 6: Book -Entry -Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 4 and 5 hereof relating to the payment and transfer/exchange of
the Notes, the City hereby approves and authorizes the use of "Book -Entry -Only" securities
clearance, settlement, and transfer system provided by The Depository Trust Company ("DTC"),
a limited purpose trust company organized under the laws of the State of New York, in accordance
' with the requirements and procedures identified in the current DTC Operational Arrangements
memorandum, as amended, the Blanket Issuer Letter of Representation, by and between the City
and DTC (the "Depository Agreement").
273425191111608227
Pursuant to the Depository Agreement and the rules of DTC, the Notes shall be deposited
' with DTC who shall hold said Notes for its participants (the "DTC Participants"). While the Notes
are held by DTC under the Depository Agreement, the Holder of the Notes on the Security
Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of
DTC, notwithstanding the ownership of each actual purchaser or owner of each Note (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 Notes
or otherwise ceases to provide book -entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly discharging its duties as
securities depository for the Notes, the City covenants and agrees with the Holders of the Notes
to cause Notes to be printed in definitive form and provide for the Note certificates to be issued
and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Notes in definitive form shall be assigned, transferred and exchanged on the Security Register
maintained by the Paying Agent/Registrar, and payment of such Notes shall be made in
accordance with the provisions of Sections 4 and 5 hereof.
SECTION 7: Execution - Registration. The Notes shall be executed on behalf of the City
by the Mayor or Mayor Pro Tem under the City's seal reproduced or impressed thereon and
countersigned by the City Secretary. The signature of said officials on the Notes may be manual
or facsimile. Notes 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 Notes to the initial purchaser(s) and with
respect to Notes delivered in subsequent exchanges and transfers, all as authorized and provided
in Texas Government Code, Chapter 1201, as amended.
No Note shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Note either a certificate of registration
substantially in the form provided in Section 9(c), manually executed by the Comptroller of Public
Accounts of the Stale 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 Note shall be conclusive evidence, and the only evidence, that such Note has been duly
certified, registered, and delivered.
SECTION 8: Initial Note(s). The Notes herein authorized shall be initially issued either (i)
as a single fully registered Note in the aggregate principal amount of the Notes with principal
installments to become due and payable as provided in the Pricing Certificate and numbered T-
1, or (ii) as multiple fully registered Notes, being one Note 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 Note(s)") and, in either case, the Initial Note(s) shall be
registered in the name of the initial purchaser(s) or the designee thereof. The Initial Note(s) shall
be the Notes 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 Note(s), the
Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the
designee thereof, shall cancel the Initial Note(s) delivered hereunder and exchange therefor
' definitive Notes 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
27342519.1111608227
U
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 Notes, the Registration Certificate of the Comptroller of
Public Accounts of the Stale of Texas, the Registration Certificate of Paying Agent/Registrar, and
the form of Assignment to be printed on each of the Notes, shall be substantially in the forms set
forth in this Section with such appropriate insertions, omissions, substitutions, and other variations
as are permitted or required by this Ordinance and, with the Notes 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 Notes 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(s) shall set forth the final and controlling forms and
terms of the Notes. Any portion of the text of any Notes may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Note.
The definitive Notes and the Initial Notes shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Notes as evidenced by their execution thereof.
(b) Form of Notes.
REGISTERED PRINCIPAL AMOUNT
NO. R- $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS, TAX NOTES, SERIES 2016
Note Date: Interest Rate: Stated Maturity: CUSIP No.:
Registered Owner:
Principal Amount: DOLLARS
The City of Allen (hereinafter referred to as the "City"), a body corporate and 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 Note appearing below (unless this Note 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 Note 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
2734251 9. 1 n 1608227
or upon prior redemption. Principal of this Note is payable at its Stated Maturity or redemption to
' the registered owner hereof, upon presentation and surrender, at the Designated
Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate
appearing hereon, or its successor; provided, however, while this Note 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 Note. Interest is payable to the registered
owner of this Note (or one or more Predecessor Notes, 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 Notes shall be a Saturday, Sunday,
a legal holiday, or a day on which banking institutions in the city where the Designated
PaymenUTransfer Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized
to close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. All payments of principal of, premium, if any, and interest on this Note
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 Note is one of the series specified in its title issued in the aggregate principal amount
Of $ (herein referred to as the "Notes") for the purpose of paying contractual
obligations to be incurred for (i) for the purchase of materials, supplies, equipment and machinery
for authorized needs and purposes, including communication and technology equipment and
(ii) professional services rendered on behalf of the City in relation to such projects and the
financing thereof, under and in strict conformity with the Constitution and laws of the State of
Texas, including Texas Government Code, Chapters 1371 and 1431, as amended, and pursuant
to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance").
[rhe Notes maturing on the dates hereinafter identified (the "Term Notes") are subject to
mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part prior to maturity at the price of par and accrued interest thereon to the date of redemption,
and without premium, on the dates and in the principal amounts as follows:
Term Notes due Term Notes due
Redemption Date Principal Amount Redemption Date Principal Amount
The particular Term Notes 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 Notes 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 Notes of like Stated
Maturity which, at least fifty (50) days prior to a mandatory redemption date, (1) shall have been
acquired by the City at a price not exceeding the principal amount of such Term Notes plus
27342519.1/11608227
' 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 Notes 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 Notes, 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 Note 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 Note (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 Note
(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 AgenURegistrar.
In the event a portion of the principal amount of a Note 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 Note to the Designated PaymentfTransfer Office of the Paying Agent/Registrar, and a new
Note or Notes 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 Note is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer such Note to an assignee of
the registered owner within forty-five (45) days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the registered
owner of the unredeemed balance of a Note redeemed in part.
With respect to any optional redemption of the Notes, unless certain prerequisites to such
redemption required by the Ordinance have been met and moneys sufficient to pay the
redemption price of the Notes to be redeemed shall have been received by the Paying
Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said
redemption is conditional upon the satisfaction of such prerequisites and receipt of such moneys
by the Paying Agent/Registrar on or prior to the date fixed for redemption. If a conditional notice
of redemption is given and such prerequisites to the redemption are not satisfied or sufficient
moneys are not received, such notice shall be of no force and effect, the City shall not redeem
such Notes and the Paying Agent/Registrar shall give notice, in the manner in which the notice of
redemption was given, to the effect that the Notes have not been redeemed.
The Notes 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 PaymenUTransfer Office of the Paying
AgenURegistrar, and to all of the provisions of which the owner or holder of this Note 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 Notes; the terms and conditions relating to the
transfer or exchange of this Note; the conditions upon which the Ordinance may be amended or
2]342519111160822]
' 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 Note 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 Note, subject to certain limitations contained in the Ordinance, may be transferred on
the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent.
When a transfer on the Security Register occurs, one or more new fully registered Notes of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered
owner whose name appears on the Security Register (i) on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Note as the owner entitled to
payment of principal at the Stated Maturity, or its redemption, in whole or in part, and (iii) on any
other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar,
or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of
interest on a Note 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.
F
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 Notes 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
Notes 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 Stale of Texas, and the Ordinance; that the Notes do not exceed
any Constitutional or statutory limitation; and that due provision has been made for the payment
of the principal of and interest on the Notes by the levy of a tax as aforestated. In case any
provision in this Note 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 Note and the Ordinance shall be construed in accordance with
and shall be governed by the laws of the State of Texas.
27342519.1/11808227
IN WITNESS WHEREOF, the City Council of the City has caused this Note to be duly
' executed under the official seal of the City.
CITY OF ALLEN, TEXAS
1
COUNTERSIGNED: Stephen Terrell, Mayor
ynlk S ley B. Geor C
,ity Secre
(SEAL)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Notes only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
( REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Note has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
27342519.1111608227 10
Comptroller of Public Accounts
of the State of Texas
I
(d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Notes only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Note has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within -mentioned Ordinance; the note or notes of the
above entitled and designated series originally delivered having been approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by
the records of the Paying Agent/Registrar.
The designated office of the Paying Agent/Registrar in
Designated Payment/Transfer Office for this Note.
Registration Date:
(e) Form of Assignment.
as Paying Agent/Registrar
By:
Authorized Signature
ASSIGNMENT
is the
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 Note and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Note 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 Note in every particular.
(a) The Initial Note(s) shall be in the form set forth therefor in paragraph (b) of this
Section, except the form of a single registered Initial Note shall be modified as follows:
Heading and paragraph one shall be amended to read as follows:
27342519.1111808227
11
NO. T-1 $
' UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS, TAX NOTE, SERIES 2016
Note Date:
Registered Owner:
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, the Principal Amount hereinabove stated on in the years
and in principal installments in accordance with the following schedule:
Stated Principal Interest
Maturity Installment Rate(s)
(Information to be inserted from Pricing Certificate).
' (or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid principal installments hereof from the at the per annum rates
of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months;
such interest being payable on , and each and
thereafter, until maturity or upon prior redemption. Principal installments of
this Note are payable in the year of maturity or on a redemption date to the registered owner
hereof by (the "Paying
Agent/Registrar"), upon presentation and surrender, at its designated offices in
(the "Designated Payment/Transfer Office"). Interest is payable to the
registered owner of this Note 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 Note 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 Notes shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in
the city where the Designated Paymentrfransfer 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.
27342519.1111808227 12
' SECTION 10: Lew of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Notes, being (i) the interest on the Notes and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount is the greater) there is hereby
levied, and there shall be annually assessed and collected in due time, form, and manner, a tax
on all taxable property in the City, within the limitations prescribed by law, sufficient to pay the
Debt Service Requirements of the Notes as the same becomes due and payable; and such tax
hereby levied on each one hundred dollars' valuation of taxable property in the City for the
payment of the Debt Service Requirements of the Notes shall be at a rate from year to year as
will be ample and sufficient to provide funds each year to pay the principal of and interest on said
Notes while Outstanding; full allowance being made for delinquencies and costs of collection; the
taxes levied, assessed, and collected for and on account of the Notes shall be accounted for
separate and apart from all other funds of the City and shall be deposited to the credit of the
"Special Series 2016 Note Account" (the "Interest and Sinking Fund") to be maintained at an
official depository of the City's funds; and such tax hereby levied, and to be assessed and
collected annually, is hereby pledged to the payment of the Notes.
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 Notes, 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 Notes as the same accrues or matures or comes
due by reason of redemption prior to maturity; such transfers of funds to be made in such manner
as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each
principal and interest payment date for the Notes.
' PROVIDED, however, in regard to the payment to become due on the Notes prior to the
tax delinquency date next following the annual assessment of taxes levied which next follows the
Note Date, if any, sufficient current funds will be available and are hereby appropriated to make
such payments; and the Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant
Chief Financial Officer and City Secretary of the City, individually or jointly, are hereby authorized
and directed to transfer and deposit in the Interest and Sinking Fund such current funds which,
together with the accrued interest, if any, received from the initial purchasers, will be sufficient to
pay the payments due on the Notes prior to the tax delinquency date next following the annual
assessment of taxes levied which next follows the Note Date.
SECTION 11: Mutilated — Destroyed - Lost and Stolen Notes. In case any Note shall be
mutilated, or destroyed, lost, or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Note of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Note; and
with respect to a lost, destroyed, or stolen Note, a replacement Note may be issued only upon
the approval of the City and after (i) the filing by the Holder with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss, or theft of such Note,
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 Note shall be borne by the Holder of the
Note mutilated, or destroyed, lost, or stolen.
Every replacement Note issued pursuant to this Section shall be a valid and binding
obligation of the City, and shall be entitled to all the benefits of this Ordinance equally and ratably
27342519.1/11808227 13
with all other Outstanding Notes; notwithstanding the enforceability of payment by anyone of the
' destroyed, lost, or stolen Notes.
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 Notes.
SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Notes, at the times and in the manner stipulated in this Ordinance and the Pricing Certificate,
then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other
obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and
satisfied.
Notes 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 Notes or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in trust
by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) non -callable Government
Securities shall have been irrevocably deposited in trust with the Paying AgenURegistrar, 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 Notes, or the
' principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption
has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made) the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use made
of any such deposit which would cause the Notes 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
Notes, 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 AgenURegistrar for the payment of the principal of
and interest on the Notes and remaining unclaimed for a period of three (3) years after the Stated
Maturity, or applicable redemption date, of the Notes 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" shall mean (i) direct noncallable obligations of the
United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an
' agency or instrumentality of the United States of America, including obligations unconditionally
guaranteed or insured by the agency or instrumentality and, on the date of their acquisition or
purchase by the City, are rated as to investment quality by a nationally recognized investment
27342519.1/11608227 14
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 Notes.
The City reserves the right, subject to satisfying the requirements of (i) and (it) 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 Notes 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 Notes, to call for redemption, at an earlier date, those Notes
which have been defeased to their maturity date, if the City: (i) in the proceedings providing for
the firm banking and financial arrangements, expressly reserves the right to call the Notes for
redemption; (ii) gives notice of the reservation of that right to the Holders of the Notes 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 Notes. 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 any Note
' remains Outstanding except as permitted in this Section and in Section 31 hereof. The City may,
without the consent of or notice to any Holders, from time to time and at any time, amend this
Ordinance or any provision in the Pricing Certificate in any manner not detrimental to the interests
of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the consent of Holders who own a majority of the aggregate
of the principal amount of the Notes 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 Notes, no such amendment, addition, or rescission shall (1)
extend the time or times of payment of the principal of and interest on the Notes, 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 Notes, (2) give any preference
to any Note over any other Note, or (3) reduce the aggregate principal amount of Notes 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 Notes means, as of
the date of determination, all Notes theretofore issued and delivered under this Ordinance, except:
(1) those Notes cancelled by the Paying Agent/Registrar or delivered to the
Paying Agent/Registrar for cancellation;
(2) those Notes 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 Notes which have been replaced
with Notes registered and delivered in lieu thereof as provided in Section 11 hereof.
SECTION 14: Covenants to Maintain Tax -Exempt Status.
273425191111608227 15
1
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Notes 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 Notes.
"Investment' has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Notes are invested
and which is not acquired to carry out the governmental purposes of the Notes.
"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 Notes.
Any reference to any specific Regulation shall also mean, as appropriate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield' of (1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations and (2) the Notes has the meaning set forth in Section 1.148-4
of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction, or improvement of which is to be financed (or refinanced) directly or indirectly with
Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on
any Note 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 Note 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 Note, 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 Notes:
27342519.1/11608227
M
(i) exclusively own, operate, and possess all property the acquisition,
' construction, or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Notes, and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired, constructed, or
improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department, and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(ii) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Notes or any property the acquisition, construction, or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds, other
than taxes of general application within the City or interest earned on investments
acquired with such Gross Proceeds pending application for their intended
purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Notes to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be 'loaned" to a
person or entity if: (1) property acquired, constructed, or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
' tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take -or -pay, output, or similar contract or arrangement; or (3) indirect benefits, or burdens
and benefits of ownership, of such Gross Proceeds or any property acquired, constructed, or
improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Notes 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 Notes.
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Notes 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 accountfor all Gross Proceeds(including all receipts,
expenditures and investments thereof) on its books of account separately and
27392519.1111808227 17
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 Note is discharged. However, to the extent permitted by law,
the City may commingle Gross Proceeds of the Notes 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 Notes until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Notes by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the Holders thereof for federal income tax
purposes, the City shall pay to the United States from an appropriate fund, or if
permitted by applicable Texas statute, regulation, or opinion of the Attorney
General of the State of Texas, the Interest and Sinking Fund, the amount that when
added to the future value of previous rebate payments made for the Notes 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 (it) in the case of any other Computation Date, ninety percent (90%) of the
' Rebate Amount on such date. In all cases, the rebate payments shall be made at
the times, in the installments, to the place, and in the manner as is or may be
required by Section 148(f) of the Code and the Regulations and rulings thereunder,
and shall be accompanied by Form 8038-T or such other forms and information as
is or may be required by Section 148(f) of the Code and the Regulations and rulings
thereunder.
(iv) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (ii) and (iii),
and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Notes, 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 Notes not been relevant to either
party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Manager, Chief Financial Officer, Assistant Chief Financial Officer, and City Secretary of the City,
individually or jointly, to make elections permitted or required pursuant to the provisions of the
Code or the Regulations, as one or more of such persons deems necessary or appropriate in
27342519.1111608227 18
U
connection with the Notes, in the Certificate as to Tax Exemption, or similar or other appropriate
certificate, form, or document.
(k) Qualified Tax Exempt Obligations. The Pricing Officer is hereby authorized to
designate in the Pricing Certificate the designation of the Notes 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 Notes qualify for such designation and confirm that the Notes
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 Notes are issued will not exceed $10,000,000.
SECTION 15: Sale of Notes — Offcial Statement. The Notes 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 purchase agreement (the "Purchase Contract"), (it) by
private placement, in accordance with an agreement to purchase or other agreement, or (iii) by
competitive bidding, in accordance with the successful bid submitted therefor, as determined by
the Pricing Officer, in accordance with Section 3 hereof. The Pricing Officer is hereby authorized
and directed to execute the Purchase Contract, agreement to purchase in the event of a private
placement, or the successful bid form in the event of a competitive sale, as applicable, for and on
behalf of the City and as the act and deed of this City Council.
With regard to such terms and provisions of said Purchase Contract as a result of a
negotiated sale, the Pricing Officer is hereby authorized to come to an agreement with the
Purchasers on the following, among other matters:
1. The details of the purchase and sale of the Notes;
2. The details of the public offering of the Notes by the Purchasers;
3. The details of an Official Statement (and, if appropriate, any Preliminary Official
Statement) relating to the Notes and the City's Rule 15c2-12 compliance;
4. A security deposit for the Notes;
5. The representations and warranties of the City to the Purchasers;
6. The details of the delivery of, and payment for, the Notes;
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
27342519.1111696227
19
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 Notes.
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 Notes 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: Control and Custody of Notes. The Mayor shall be and is hereby
authorized to take and have charge of all necessary ordinances, resolutions, orders and records,
including the definitive Notes and the Initial Note(s), pending the investigation and approval of the
Initial Note(s) by the Attorney General of the State of Texas, and the registration of the Initial
Note(s) to the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
SECTION 17: Proceeds of Sale. Immediately following the delivery of the Notes, the
proceeds of sale (less those proceeds of sale designated to pay costs of issuance, amounts to
pay municipal Note insurance premium, if any, any accrued interest received from the Purchasers
of the Notes) shall be deposited in a construction fund maintained at the City's depository bank.
Pending expenditure for authorized projects and purposes, such proceeds of sale may be
invested in authorized investments in accordance with the provisions of Texas Government Code,
Chapter 2256, as amended, and the City's investment policies and guidelines, and any investment
earnings realized shall be expended for such authorized projects and purposes or deposited in
' the Interest and Sinking Fund as shall be determined by the City Council. Any excess note
proceeds, including investment earnings, remaining after completion of all authorized projects or
purposes shall be deposited to the credit of the Interest and Sinking Fund..
SECTION 18: 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 Notes. 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 AgentlRegislrar, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.
SECTION 19: Cancellation. All Notes 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 Notes previously
' certified or registered and delivered which the City may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Paying Agent/Registrar. All
cancelled Notes held by the Paying Agent/Registrar shall be returned to the City.
27342519.1/11608227 20
SECTION 20: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Notes is subject to being furnished a final opinion of Norton Rose Fulbright US LLP, Attorneys,
Dallas, Texas, approving the Notes as to their validity, said opinion to be dated and delivered as
of the date of delivery and payment for the Notes. A true and correct reproduction of said opinion
is hereby authorized to be printed on the Notes, 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 Notes.
SECTION 21: CUSIP Numbers. CUSIP numbers may be printed or typed on the Notes
deposited with The Depository Trust Company or on printed definitive Notes. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the definitive Notes shall
be of no significance or effect as regards the legality thereof, and neither the City nor attorneys
approving the Notes as to legality are to be held responsible for CUSIP numbers incorrectly
printed or typed on the definitive Notes.
SECTION 22: Benefits of Ordinance. Nothing in this Ordinance or the Pricing Certificate,
expressed or implied, is intended or shall be construed to confer upon any person other than the
City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable,
under or by reason of this Ordinance or any provision hereof or the Pricing Certificate, this
Ordinance and all of its provisions and the Pricing Certificate being intended to be and shall be
for the sole and exclusive benefit of the City, the Paying Agent/Registrar, and the Holders.
SECTION 23: Inconsistent Provisions. All ordinances or resolutions, or parts thereof,
' which are in conflict or inconsistent with any provision of this Ordinance or the Pricing Certificate,
are hereby repealed to the extent of such conflict, and the provisions of this Ordinance and the
Pricing Certificate shall be and remain controlling as to the matters contained herein and therein.
SECTION 24: 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 25: Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 26: 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 27: Severability. If any provision of this Ordinance or the application thereof to
any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and the City Council of the City hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 28: Incorporation of Findings and Determinations. The findings and
determinations of the City Council of the City contained in the preamble hereof are hereby
incorporated by reference and made a part of this Ordinance for all purposes as if the same were
restated in full in this Section.
SECTION 29: Continuing Disclosure Undertaking. The Pricing Officer is hereby
authorized to determine whether a continuing disclosure undertaking is required in connection
27342519.1111608227 21
with the issuance of the Notes. 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
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 Notes to the MSRB in a timely manner and not more than 10 business
days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
27302519.1/11608227 22
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 Notes while,
but only while, the City remains an "obligated person" with respect to the Notes within the meaning
273425191/11808227 23
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
'
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of the
Notes, or other material events affecting the tax status of the Notes;
(7) Modifications to rights of holders of the Notes, if material;
(8) Note calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Notes,
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
'
(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 Notes while,
but only while, the City remains an "obligated person" with respect to the Notes within the meaning
273425191/11808227 23
of the Rule, except that the City in any event will give the notice required by subsection (c) hereof
' of any Note 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 Notes, 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 Notes at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY NOTE OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
' Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section
may be amended by the City from time to time to adapt to changed circumstances resulting from
a change in legal requirements, a change in law, or a change in the identity, nature, status, or
type of operations of the City, but only if (1) the provisions of this Section, as so amended, would
have permitted an underwriter to purchase or sell Notes in the primary offering of the Notes 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 Notes
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 Notes. The provisions
of this Section may also be amended from time to time or repealed by the City if the SEC amends
or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such
provisions are invalid, but only if and to the extent that reservation of the City's right to do so would
not prevent underwriters of the initial public offering of the Notes from lawfully purchasing or selling
Notes in such offering. If the City so amends the provisions of this Section, it shall include with
any amended financial information or operating data next provided pursuant to subsection (b)
hereof an explanation, in narrative form, of the reasons for the amendment and of the impact of
' any change in the type of financial information or operating data so provided.
27342519.1/11609227 24
SECTION 30: Municipal Note Insurance. The Notes may be sold with the principal of and
' interest thereon being insured by a municipal Note insurance provider authorized to transact
business in the State of Texas. The Pricing Officer is hereby authorized to make the selection of
municipal Note insurance (if any) for the Notes and make the determination of the provisions of
any commitment therefor.
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 Notes. In addition, prior to the initial delivery of the Notes,
the Mayor, Mayor Pro Tem, City Manager, Chief Financial Officer, Assistant Chief Financial
Officer, City Secretary or Bond Counsel to the City are each hereby authorized and directed to
approve any technical changes or corrections to this Ordinance or to any of the documents
authorized and approved by this Ordinance, including the Pricing Certificate: (i) in order to cure
any technical ambiguity, formal defect, or omission in the Ordinance or such other document; or
(ii) as requested by the Attorney General of the State of Texas or his representative to obtain the
approval of the Notes by the Attorney General and if such officer or counsel determines that such
ministerial changes are consistent with the intent and purpose of the Ordinance, which
determination shall be final. In the event that any officer of the City whose signature shall appear
on any document shall cease to be such officer before the delivery of such document, such
signature nevertheless shall be valid and sufficient for all purposes the same as if such officer
' had remained in office until such delivery.
SECTION 32: 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 33: Effective Date. This Ordinance shall take effect and be in full force
immediately from and after its adoption on the date hereof in accordance with the provisions of
Texas Government Code, Section 1201.028, as amended.
[remainder of page left blank intentionally]
27342519.1/11608227 25
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
4�a
STEPH N TERRELL
Mayor
1
ATTEST:
SHELLEY B. GEORGE
TRMC, City Secretary
(City Seal)
2]342518.1/1160822] [signature page to Note Ordinance]
1
EXHIBIT A
FORM OF PAYING AGENT/REGISTRAR AGREEMENT
27342519.1/11808227 A-1
PAYING AGENTIREGISTRAR 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, Tax Notes, 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).
27348977.1111608227
ARTICLE TWO
' DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the
Security.
"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 Hincjosa & 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
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice -Chairman of the Board of Directors, the Chairman or Vice -
Chairman of the Executive Committee of the Board of Directors, the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.
27348977.1/11608227
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Anent. 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 Resister - 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
27348977.1/11808221
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
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
27348977 1/11808227
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 overissuanoe.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like forth 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,
27348977.1/11808227
consent, order, bond, note, security or other paper or document believed by it to be genuine and
' to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be signed by the Holder or an agent
of the Holder. The Bank shall not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security or other paper or document supplied by the
Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, the 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 Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment.
' Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
27398977.1111608227
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
' Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
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.
273469771/11808227
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.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In rase any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger. Conversion. Consolidation or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying 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
273469771/11608227
1
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.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
27346977.1/11808227
[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.
Attest:
Address:
CITY OF ALLEN, TEXAS
By:
Pricing Officer
Address: 305 Century Parkway
Allen, Texas 75013
27334697/.1111608227 [signature page to Paying Agent/Registrar Agreement]
I
27346977A/11608227 A-1