O-3225-5-14ORDINANCE NO. 3225-5-14
AN ORDINANCE authorizing the issuance of "CITY OF ALLEN, TEXAS,
GENERAL OBLIGATION BONDS, SERIES 2014"; specifying the terms
and features of said bonds; levying a continuing direct annual ad valorem
tax for the payment of said bonds; resolving other matters incident and
related to the issuance, sale, payment and delivery of said bonds,
including the approval and execution of a Paying AgenURegistrar
Agreement and a Bond Purchase Agreement, and the approval and
distribution of an Official Statement pertaining thereto; and providing an
effective date.
WHEREAS, the City Council of the City of Allen, Texas (the "City') hereby finds and
determines that general obligation bonds in the principal amount of $10,595,000 approved and
authorized to be issued at an election held May 12, 2007 should be issued and sold at this time;
a summary of the general obligation bonds authorized at said election, as well as an election
held November 5, 2002, the principal amounts authorized, amounts heretofore issued and being
issued pursuant to this ordinance and amounts remaining to be issued subsequent hereto being
as follows:
Amount Amount
Election Amount Previously Being Premium Unissued
Date Purpose Authorized Issued IssuedApplied Balann4g
11-5-02 Performing Arts Center $19,500,000 $2,815,000 $ -0- $ -0- $16,685,000
5-12-07 Service Center Facilities 14,500,000 12,500,000 -0- -0- 2,000,000
'
5-12-07 Municipal Public Buildings 1,700,000 1,025,000 425,000 -0- 250,000
5-12-07 Streets 27,200,000 22,040,000 2,940,000 270,000 1,950,000
5-12-07 Parks 17,250,000 8,700,000 5,100,000 -0- 3,450,000
512-07 Public Art Projects 1,390,000 925,000 230,000 -0- 235,000
5-12-07 Public Safety 15,855,000 11,975,000 1,900,000 -0- 1,980,000
'Original issue premium in the amount of $270,000 has been allocated to and applied against the voted proposition
referenced above and results in a total principal amount of $3,210,000 allocated to and applied against such voted
proposition.
AND WHEREAS, the Council hereby reserves and retains the right to issue the balance
of unissued bonds approved at said elections in one or more installments when, in the judgment
of the Council, funds are needed to accomplish the purposes for which such bonds were voted;
now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ALLEN, TEXAS
SECTION 1: Authorization - Desionation - Principal Amount - Purpose. General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of $10,595,000, to be designated and bear the title "CITY OF ALLEN, TEXAS,
GENERAL OBLIGATION BONDS, SERIES 2014" (hereinafter referred to as the 'Bonds"), to
provide funds for permanent public improvements and public purposes, to wit: $425,000 for
renovating, repairing and equipping existing municipal public buildings, $3,210,000 for
acquiring, constructing, improving and maintaining streets, thoroughfares, bridges, alleyways
and sidewalks within the City, including related storm drainage improvements, traffic
signalization and signage, streetscaping and median improvements, and utility relocations and
the acquisition of land and rights of way therefor, $5,100,000 for acquiring, constructing,
' improving and equipping park and recreational facilities, including the acquisition of land
therefor, $230,000 for public art projects and $1,900,000 for constructing, renovating, improving,
expanding and equipping public safety facilities, including the acquisition of land therefor, all in
40582247.2111401664
accordance with authority conferred by and in conformity with the Constitution and laws of the
State of Texas, including Texas Government Code, Chapter 1331, as amended.
SECTION 2: Fully Registered Obligations - Bond Date - Authorized Denominations -
Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations
only, shall be dated May 1, 2014 (the "Bond Date"), shall be in denominations of $5,000 or any
integral multiple (within a Stated Maturity) thereof, and shall become due and payable on
August 15 in each of the years and in principal amounts (the "Stated Maturities") and bear
interest at the rate(s) per annum in accordance with the following schedule:
YEAR OF
PRINCIPAL
INTEREST
MATURITY
AMOUNT
RATE
2015
$375,000
2.00%
2016
450,000
2.00%
2017
460,000
2.00%
2018
475,000
2.00%
2019
475,000
2.00%
2020
485,000
3.00%
2021
500,000
3.00%
2022
515,000
3.00%
2023
530,000
3.00%
2024
545,000
3.00%
2025
565,000
3.00%
2026
580,000
2.75%
2027
595,000
3.00%
2028
615,000
3.10%
2029
635,000
4.00%
2030
660,000
4.00%
2031
685,000
4.00%
2032
710,000
4.00%
2033
740,000
4.00%
The Bonds shall bear interest on the unpaid principal amounts from the date of delivery
to the initial purchasers, anticipated to be June 4, 2014 (the "Delivery Date"), at the rate(s) per
annum shown above (calculated on the basis of a 360 -day year of twelve 30 -day months).
Interest on the Bonds shall be payable on February 15 and August 15 in each year,
commencing February 15, 2015 until maturity or prior redemption.
SECTION 3: Terms of Payment - Paving Anent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
AgentlRegistrar, 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.
405a2247,2 /11401654
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
' Dallas, Texas, to serve as Paying AgenVRegistrar for the Bonds is hereby approved and
confirmed. Books and records relating to the registration, payment, exchange and transfer of
the Bonds (the "Security Register') shall at all times be kept and maintained on behalf of the
City by the Paying AgenVRegistrar, all as provided herein, in accordance with the terms and
provisions of a "Paying AgenVRegistrar Agreement', substantially in the form attached hereto as
Exhibit A, and such reasonable rules and regulations as the Paying AgenVRegistrar and the
City may prescribe. The Mayor and City Secretary of the City are hereby authorized to execute
and deliver such Paying AgenVRegistrar Agreement in connection with the delivery of the
Bonds. The City covenants to maintain and provide a Paying AgenVRegistrar at all times until
the Bonds are paid and discharged, and any successor Paying AgenVRegistrar 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 AgenVRegistrar. Upon
any change in the Paying AgenVRegistrar for the Bonds, the City agrees to promptly cause a
written notice thereof to be sent to each Holder by United States Mail, first class postage
prepaid, which notice shall also give the address of the new Paying AgenVRegistrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon the earlier redemption thereof, only upon presentation and surrender of the Bonds to
the Paying AgenVRegistrar at its designated offices, initially in East Syracuse, New York, or,
with respect to a successor Paying AgenVRegistrar, at the designated offices of such successor
(the "Designated Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders
whose names appear in the Security Register at the close of business on the Record Date (the
last business day of the month next preceding each interest payment date) and shall be paid by
' the Paying AgenVRegistrar (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 AgenVRegistrar, requested by, and at the risk and expense of, the
Holder. If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying AgenVRegistrar 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 when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made
on the original date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying AgenVRegistrar, 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.
SECTION 4: Redemption.
(a) Optional Redemption. The Bonds having Stated Maturities on and after
' August 15, 2025, shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a
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Stated Maturity by lot by the Paying AgenURegistrar), on August 15, 2024, or on any date
' thereafter, at the redemption price of par plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty-five (45) days prior to a
redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying AgenURegistrar of the decision to
redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of
redemption therefor. The decision of the City to exercise its right to redeem Bonds shall be
entered in the minutes of the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying AgenURegistrar
shall treat such Bonds as representing the number of Bonds Outstanding, which is obtained by
dividing the principal amount of such Bonds by $5,000, and shall select the Bonds to be
redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
' All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption
and notice of redemption thereof has been duly given as hereinabove provided, such Bond (or
the principal amount thereof to be redeemed) shall become due and payable and interest
thereon shall cease to accrue from and after the redemption date therefor; provided moneys
sufficient for the payment of such Bond (or of the principal amount thereof to be redeemed) at
the then applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
(e) Conditional Notice of Redemption. With respect to any optional redemption of
the Bonds, unless certain prerequisites to such redemption required by this Ordinance have
been met and moneys sufficient to pay the principal of and premium, if any, and interest on the
Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the
giving of such notice of redemption, such notice may state that said redemption is conditional
upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
AgenURegistrar on or prior to the date fixed for such 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
40562247.2/11401654
such Bonds and the Paying AgenURegistrar shall give notice, in the manner in which the notice
' of redemption was given, to the effect that the Bonds have not been redeemed.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying AgenURegistrar shall obtain, record and maintain in the Security Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of
this Ordinance or, if appropriate, the nominee thereof. Any Bond may be transferred or
exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly
authorized agent, upon surrender of such Bond to the Designated Payment/Transfer Office of
the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 8
hereof) for transfer at the Designated PaymenttTransfer Office of the Paying Agent/Registrar,
one or more new Bonds shall be registered and issued to the assignee or transferee of the
previous Holder; such Bonds to be in authorized denominations, of like Stated Maturity and of a
like aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
Designated Payment/Transfer Office of the Paying AgenURegistrar. Whenever any Bonds are
' surrendered for exchange, the Paying AgenURegistrar shall register and deliver new Bonds to
the Holder requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Paymentlrransfer 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 valid obligations of the City, evidencing the same obligation to pay,
and entitled to the same benefits under this Orainance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds", evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in
the exchange or transfer therefor. Additionally, the term 'Predecessor Bonds" shall include any
mutilated, lost, destroyed or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to the provisions of Section 11 hereof, and
such new replacement Bond shall be deemed to evidence the same obligation as the mutilated,
lost, destroyed or stolen Bond.
' Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to
an assignee of a Holder any Bond called for redemption, in whole or in part, within forty-five (45)
40582247.2/11401654
days of the date fixed for the redemption of such Bond; provided, however, such limitation on
' transferability shall not be applicable to an exchange by the Holder of the unredeemed balance
of a Bond called for redemption in part.
SECTION 6: Book -Entry -Only Transfers and Transactions. Notwithstanding the
provisions contained herein relating to the payment of and transfer/exchange of the Bonds, the
City hereby approves and authorizes the use of 'Book -Entry -Only' securities clearance,
settlement and transfer system provided by The Depository Trust Company ("DTC'), a limited
purpose trust company organized under the laws of the State of New York, in accordance with
the requirements and procedures identified in the Blanket Letter of Representations, by and
between the City and DTC (the "Depository Agreement').
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC, who shall hold said Bonds for its participants (the 'DTC Participants").
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each
Bond (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Bonds or otherwise ceases to provide book -entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Bonds, the City covenants and agrees with the Holders of
the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to
' be issued and delivered to DTC Participants and Beneficial Owners, as the case may be.
Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the
Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall
be made in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor or Mayor Pro Tem under Its seal reproduced or impressed thereon and
countersigned by the City Secretary. The signature of said officers on the Bonds may be
manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or
were the proper officers of the City on the dated of the adoption of this Ordinance shall be
deemed to be duly executed on behalf of the City, notwithstanding that one or more of the
individuals executing the same shall cease to hold such offices at the time of delivery of the
Bonds to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges
and transfers, all as authorized and provided in Texas Government Code, Chapter 1201, as
amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c), manually executed by the Comptroller of
Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of
registration substantially in the form provided in Section 9(d), manually executed by an
authorized officer, employee or representative of the Paying Agent/Registrar, and either such
certificate duly signed upon any Bond shall be conclusive evidence, and the only evidence, that
such Bond has been duly certified, registered and delivered.
' SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the aggregate principal amount stated in Section 1
40562247.2111401654
hereof in principal installments to become due and payable as provided in Section 2 hereof and
' numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity
in the applicable principal amount and denomination and to be numbered consecutively from
T-1 and upward (hereinafter called the 'Initial Bond(s)") and, in either case, the Initial Bond(s)
shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial
Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas
for approval, certified and registered by the Office of the Comptroller of Public Accounts of the
State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial
Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written
instructions from the initial purchaser(s), or the designee thereof, and such other information
and documentation as the Paying AgenURegistrar may reasonably require.
SECTION 9: Forms
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar
and the form of Assignment to be printed on each of the Bonds, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions and
other variations as are permitted or required by this Ordinance, and may have such letters,
numbers or other marks of identification (including identifying numbers and letters of the
' Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends on insured
Bonds and any reproduction of an opinion of counsel) thereon as may, consistently herewith,
be established by the City or determined by the officers executing such Bonds as evidenced by
their execution. Any portion of the text of any Bonds may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Bond.
1
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(b) Form of Definitive Bond.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION BOND
SERIES 2014
Bond Date: Interest Rale: Stated Maturity: CUSIP NO: Delivery Date:
May 1, 2014 % August 15, 20_ June 4, 2014
40582247.2/11401654
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 (the "Registered
Owner"), or the registered assigns thereof, on the Stated Maturity date specified above, the
Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amount hereof from the interest payment
date next preceding the "Registration Date" of this Bond appearing below (unless this Bond
bears a "Registration Date" as of an interest payment date, in which case it shall bear interest
from such date, or unless the "Registration Date" of this Bond is prior to the initial interest from
such date in which case it shall bear interest from the Delivery Date) at the per annum rate of
interest specified above computed on the basis of a 360 -day year of twelve 30 -day months;
such interest being payable on February 15 and August 15 in each year, commencing
February 15, 2015, until maturity or prior redemption. Principal of this Bond is payable at its
Stated Maturity or upon Its prior redemption to the Registered Owner hereof, upon presentation
and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar
executing the registration certificate appearing hereon, or its successor; provided, however,
while this Bond is registered to Cede & Co., the payment of principal upon a partial redemption
of the principal amount hereof may be accomplished without presentation and surrender of this
Bond. Interest is payable to the Registered Owner of this Bond (or one or more Predecessor
Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the
' "Security Register" maintained by the Paying Agent/Registrar at the close of business on the
"Record Date", which is the last business day of the month next preceding each interest
payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United
States Mail, first class postage prepaid, to the address of the Registered Owner recorded in the
Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the Registered Owner. If the date for the payment of the
principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday or a day when
banking institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday or day when banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due. All
payments of principal of, premium, if any, and interest on this Bond shall be without exchange or
collection charges to the owner hereof and in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private
debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $10,595,000 (herein referred to as the "Bonds") to provide funds for permanent public
improvements and public purposes, to wit: $425,000 for renovating, repairing and equipping
existing municipal public buildings, $3,210,000 for acquiring, constructing, improving and
maintaining streets, thoroughfares, bridges, alleyways and sidewalks within the City, including
related storm drainage improvements, traffic signalization and signage, streetscaping and
median improvements, and utility relocations and the acquisition of land and rights of way
' therefor, $5,100,000 for acquiring, constructing, improving and equipping park and recreational
facilities, including the acquisition of land therefor, $230,000 for public art projects and
$1,900,000 for constructing, renovating, improving, expanding and equipping public safety
40562247.2111401654
facilities, including the acquisition of land therefor, all in accordance with authority conferred by
' and in conformity with the Constitution and laws of the State of Texas, including Texas
Government Code, Chapter 1331, as amended, and pursuant to an Ordinance adopted by the
City Council of the City (herein referred to as the "Ordinance").
The Bonds maturing on and after August 15, 2025, 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
AgenURegistrar), on August 15, 2024, 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 a redemption date, the City shall cause a written notice
of such redemption to be sent by United States Mail, first class postage prepaid, to the
Registered Owners of each Bond to be redeemed at the address shown on the Security
Register and subject to the terms and provisions relating thereto contained in the Ordinance. If
this Bond (or any portion of its principal sum) shall have been duly called for redemption and
notice of such redemption duly given, then upon the redemption date this Bond (or the portion of
its principal sum to be redeemed) shall become due and payable, and interest hereon shall
cease to accrue from and after the redemption date herefor, 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 this Bond is to be redeemed and the
Registered Owner is someone other than Cede & Co., payment of the redemption price of such
' principal amount shall be made to the Registered Owner only upon presentation and surrender
of this Bond to the Designated Paymentrrransfer Office of the Paying AgenURegistrar, and a
new Bond or Bonds of like maturity and interest rate in any authorized denominations provided
by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to
the Registered Owner, without charge. If this Bond is selected for redemption, in whole or in
part, the City and the Paying AgentlRegistrar shall not be required to transfer this Bond to an
assignee of the Registered Owner within forty-five (45) days of the redemption date therefor,
provided, however, such limitation on transferability shall not be applicable to an exchange by
the Registered Owner of the unredeemed balance hereof in the event of its redemption in part.
With respect to any optional redemption of the Bonds, unless certain prerequisites to
such redemption required by the Ordinance have been met and moneys sufficient to pay the
principal of and premium, K any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that said redemption is conditional upon the satisfaction of such prerequisites
and receipt of such moneys by the Paying AgenURegistrar on or prior to the date fixed for such
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 Bonds and the Paying AgenURegistrar shall
give notice, in the manner in which the notice of redemption was given, to the effect that the
Bonds have not been redeemed.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
' the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the
Paying Agent/Registrar, and to all of the provisions of which the Registered Owner of this Bond
by the acceptance hereof hereby assents, for definitions of terms; the description of and the
40582247.2 111401664
nature and extent of the tax levied for the payment of the Bonds; the terms and conditions
' relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may
be amended or supplemented with or without the consent of the Registered Owners; the rights,
duties and obligations of the City and the Paying Agent/Registrar; the terms and provisions
upon which this Bond may be discharged at or prior to its maturity or redemption, and deemed
to be no longer Outstanding thereunder; and for other terms and provisions contained therein.
Capitalized terms used herein and not otherwise defined have the meanings assigned in the
Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the Registered Owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of
interest and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the
Registered Owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal hereof at its Stated Maturity or upon its prior redemption,
in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither
' the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the
contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (15) days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each Holder appearing on the Security
Register at the close of business on the last business day next preceding the date of mailing of
such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by
law; that all acts, conditions and things required to exist and be done precedent to and in the
issuance of the Bonds to render the same lawful and valid obligations of the City have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that
the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Bonds by the levy of a tax as
aforestated. In case any provision in this Bond shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed
in accordance with and shall be governed by the laws of the State of Texas.
40582247.2/11401654 10
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
' executed under the official seal of the City.
CITY OF ALLEN, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(SEAL)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
THE STATE OF TEXAS §
OFFICE OF THE COMPTROLLER § REGISTER NO.
OF PUBLIC ACCOUNTS §
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
40582247.2111401654 11
(d) Form of Certificate of Paving Agent/Registrar to appear on Definitive Bonds
'
only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
0
This Bond has been duly issued and registered under the provisions of the
within -mentioned Ordinance; the bond or bonds of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar in East Syracuse, New York is the
"Designated Payment/Transfer Office" for this Bond.
Registration Date:
(e) Form of Assignment.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
By:
ASSIGNMENT
Authorized Signature
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Print
or typewrite name, address and zip code of transferee):
(Social Security or other identifying number: )
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assignment
must correspond with the name of the
Signature guaranteed: registered owner as it appears on the face of
the within Bond in every particular.
(f) The Initial Bond(s) shall be in the form set forth in paragraph (b) of this Section,
' except that the form of the single fully registered Initial Bond shall be modified as follows:
Heading and paragraph one shall be amended to read as follows:
40582247.2/77401654 12
NO. T-1
UNITED STATES OF AMERICA
'
STATE OF TEXAS
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION BOND
SERIES 2014
Bond Date:
May 1, 2014
Registered Owner:
Stifel, Nicolaus & Company, Incorporated
$10,595,000
Delivery Date:
June 4, 2014
Principal Amount: TEN MILLION FIVE HUNDRED NINETY-FIVE THOUSAND 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 (the "Registered
Owner"), or the registered assigns thereof, the Principal Amount hereinabove stated on
August 15 in the years and in principal installments in accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATES
' (Information to be inserted from schedule in Section 2 hereof)
(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 Delivery Date at the per annum rates of interest
specified above computed on the basis of a 360 -day year of twelve 30 -day months; such
interest being payable on February 15 and August 15 in each year until maturity or prior
redemption, commencing February 15, 2015, until maturity or prior redemption. Principal
installments of this Bond are payable at the year of maturity or on a redemption date to the
Registered Owner hereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
(the "Paying AgenURegistrar"), upon presentation and surrender, at its designated offices in
East Syracuse, New York (the "Designated Payment/Transfer Office"). Interest is payable to
the Registered Owner of this Bond (or one or more Predecessor Bonds, as defined in the
Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained
by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last
business day of the month next preceding each interest payment date, and interest shall be paid
by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to
the address of the Registered Owner recorded in the Security Register or by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the
Registered Owner. If the date for the payment of the principal of or interest on the Bonds shall
be a Saturday, Sunday, legal holiday or a day when banking institutions in the city where the
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by
law or executive order to close, then the date for such payment shall be the next succeeding
day which is not such a Saturday, Sunday, legal holiday or day when banking institutions are
' authorized to close; and payment on such date shall have the same force and effect as if made
on the original date payment was due. All payments of principal of, premium, if any, and
interest on this Bond shall be without exchange or collection charges to the owner hereof and in
40582247.2 /11401654 13
any coin or currency of the United States of America, which at the time of payment is legal
' tender for the payment of public and private debts.
SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount is the greater), there is
hereby levied, and there shall be annually assessed and collected in due time, form and
manner, a tax on all taxable property in the City, within the limitations prescribed by law, and
such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for
the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be
sufficient to provide funds each year to pay the Debt Service Requirements of said Bonds while
Outstanding; full allowance being made for delinquencies and costs of collection; separate
books and records relating to the receipt and disbursement of taxes levied, assessed and
collected for and on account of the Bonds shall be kept and maintained by the City at all times
while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service
Requirements on the Bonds shall be deposited to the credit of a "Special 2014 Bond Account"
(the "Interest and Sinking Fund") maintained on the records of the City and deposited in a
special fund maintained at an official depository of the City's funds; and such tax hereby levied
and to be assessed and collected annually, is hereby pledged to the payment of the Bonds.
The Mayor, Mayor Pro Tem, City Manager, City Secretary, Chief Financial Officer and
Assistant Finance Director of the City, individually or collectively, are hereby authorized and
directed to cause to be transferred to the Paying Agent/Registrar for the Bonds, from funds on
deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly
' each installment of principal of and interest on the Bonds as the same accrues or matures or
comes due by reason of redemption prior to maturity; such transfers of funds to be made in
such manner as will cause collected funds to be deposited with the Paying Agent/Registrar on
or before each principal and interest payment date for the Bonds.
SECTION 11: Mutilated Destroyed. Lost and Stolen Bonds. In case any Bond shall be
mutilated, destroyed, lost or stolen, the Paying AgenURegistrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence
satisfactory to the Paying AgenURegistrar of the destruction, loss or theft of such Bond, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Paying AgenURegistrar of
indemnification in an amount satisfactory to hold the City and the Paying AgenURegistrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond
mutilated, destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
' other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
40582247.2111407651 14
SECTION 12: Satisfaction of Obligations of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied under this Ordinance and all covenants, agreements and other
obligations of the City to the Holders shall thereupon cease, terminate and be discharged and
satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in
trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have been certified by an independent
accounting firm to mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the
principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of
redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants
that no deposit of moneys or Government Securities will be made under this Section and no use
made of any such deposit which would cause the Bonds to be treated as "arbitrage bonds"
within the meaning of section 148 of the Internal Revenue Code of 1986, as amended, or
regulations adopted pursuant thereto.
' Any moneys so deposited with the Paying AgenURegistrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent/Registrar,
or an authorized escrow agent, pursuant to this Section which is not required for the payment of
the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such
moneys have been so deposited, shall be remitted to the City or deposited as directed by the
City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the
principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years
after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were
deposited and are held in trust to pay shall, upon the request of the City, be remitted to the City
against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of
funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed
property laws of the State of Texas.
The term "Government Securities", as used herein, means (i) direct noncallable
obligations of the United States of America, including obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America, (ii) noncallable
obligations of an agency or instrumentality of the United States, including obligations
unconditionally guaranteed or insured by the agency or instrumentality and, on the date of their
acquisition or purchase by the City, are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, (iii) noncallable obligations of a state
or an agency or a county, municipality or other political subdivision of a state that have been
refunded and that, on the date of their acquisition or purchase by the City, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
' equivalent and (iv) any other then authorized securities or obligations that may be used to
defease obligations such as the Bonds under the then applicable laws of the State of Texas.
40582247.2111401854 15
SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This
' Ordinance shall constitute a contract with the Holders from time to time, be binding on the City,
and shall not be amended or repealed by the City so long as any Bond remains Outstanding
except as permitted in this Section and Section 21 hereof. The City may, without the consent of
or notice to any Holders, from time to time and at any time, amend this Ordinance in any
manner not detrimental to the interests of the Holders, including the curing of any ambiguity,
inconsistency or formal defect or omission herein. In addition, the City may, with the consent of
Holders holding a majority in aggregate principal amount of the Bonds then Outstanding
affected thereby, amend, add to or rescind any of the provisions of this Ordinance; provided
that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition or
rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and
interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the
rate of interest thereon, or in any other way modify the terms of payment of the principal of,
premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other
Bond, or (3) reduce the aggregate principal amount of Bonds required to be held by Holders for
consent to any such amendment, addition or rescission.
The term "Outstanding", when used in this Ordinance with respect to Bonds, means, as
of the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered
to the Paying Agent/Registrar for cancellation;
' (2) those Bonds deemed to be duly paid by the City in accordance
with the provisions of Section 12 hereof; and
(3) those mutilated, destroyed, lost or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in
Section 11 hereof.
SECTION 14: Covenants to Maintain Tax -Exempt Status.
(a) Definitions. When used in this Section, the following terms shall have the
following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1988, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in section 1.148-1(b)
of the Regulations, and any replacement proceeds as defined in section
1.148-1(c) of the Regulations, of the Bonds.
' "Investment" has the meaning set forth in section 1.148-1(b) of the
Regulations.
40582247.2 n 1401854 16
Nonpurpose Investment" means any investment property, as defined in
' section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary or final Income Tax
Regulations issued pursuant to sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Bonds. Any reference to any speck Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in section 1.148-5
of the Regulations; and (2) the Bonds has the meaning set forth in section
1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the
use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds, and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds, other
than taxes of general application within the City or interest earned on
' investments acquired with such Gross Proceeds pending application for their
intended purposes.
40582247.2/11401654 17
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and
' the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be 'loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or
entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested) if, as a result of such investment, the
Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money
replaced thereby), whether then held or previously disposed of, exceeds the Yield of the
Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of
the Code and the Regulations and rulings thereunder, the City shall not take or omit to take
any action which would cause the Bonds to be federally guaranteed within the meaning of
section 149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by section
149(e) of the Code with the Secretary of the Treasury on Forth 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(0 of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account
separately and apart from all other funds (and receipts, expenditures and
investments thereof) and shall retain all records of accounting for at least six
years after the day on which the last outstanding Bond is discharged. However,
to the extent permitted by law, the City may commingle Gross Proceeds of the
Bonds with other money of the City, provided that the City separately accounts
for each receipt and expenditure of Gross Proceeds and the obligations acquired
therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
' (3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
40582247.2 /11407854 18
interest thereon from the gross income of the owners thereof for federal income
' tax purposes, the City shall pay to the United States from the construction fund,
the general fund, or other appropriate fund or, if permitted by applicable Texas
statute, regulation or opinion of the Attorney General of the State of Texas, the
Interest and Sinking Fund, the amount that when added to the future value of
previous rebate payments made for the Bonds equals (i) in the case of a Final
Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one
hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case
of any other Computation Date, ninety percent (90%) of the Rebate Amount on
such date. In all cases, the rebate payments shall be made at the times, in the
installments, to the place and in the manner as is or may be required by section
148(f) of the Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or may
be required by Section 148(f) of the Code and the Regulations and rulings
thereunder.
(4) The City shall exercise reasonable diligence to assure that no
errors are made in the calculations and payments required by paragraphs (2) and
(3), and if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148 3(h) of the Regulations.
' (i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection H of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
Q) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, Chief Financial Officer, Assistant Finance Director, or City Secretary, individually
or jointly, to make elections permitted or required pursuant to the provisions of the Code or the
Regulations, as they deem necessary or appropriate in connection with the Bonds, in the
Certificate as to Tax Exemption or similar or other appropriate certificate, form or document.
SECTION 15: Sale of Bonds Official Statement Approval. The Bonds authorized by
this Ordinance are hereby sold by the City to Sfrfel, Nicolaus & Company, Incorporated and
RBC Capital Markets LLC (herein collectively referred to as the "Underwriters") in accordance
with the Bond Purchase Agreement, dated May 13, 2014 attached hereto as Exhibit B and
incorporated herein by reference as a part of this Ordinance for all purposes, which terms of
sale are declared to be in the best interests of the City. The City Manager is hereby authorized
and directed to execute said Bond Purchase Agreement for and on behalf of the City and as the
act and deed of this City Council, and in regard to the approval and execution of the Bond
Purchase Agreement, the City Council hereby finds, determines and declares that the
representations, warranties and agreements of the City contained in the Bond Purchase
' Agreement are true and correct in all material respects and shall be honored and performed by
the City.
40582247 2111401654 19
Furthermore, the use of the Preliminary Official Statement, dated May 2, 2014, by the
' Underwriter in connection with the public offering and sale of the Bonds is hereby ratified,
confirmed and approved in all respects. The final Official Statement, which reflects the terms of
sale (together with such changes approved by the Mayor, Mayor Pro Tem, City Secretary, City
Manager, Chief Financial Officer and Assistant Finance Director, one or more of said officials),
shall be and is hereby in all respects approved and the Underwriter are hereby authorized to
use and distribute said final Official Statement, dated May 13, 2014, in the reoffering, sale and
delivery of the Bonds to the public. The Mayor and City Secretary are further authorized and
directed to manually execute and deliver for and on behalf of the City copies of said Official
Statement in final form as may be required by the Underwriters, and such final Official
Statement in the form and content manually executed by said officials shall be deemed to be
approved by the City Council and constitute the Official Statement authorized for distribution
and use by the Underwriter.
SECTION 16: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Underwriter.
SECTION 17: Proceeds of Sale. The proceeds of sale of the Bonds, excluding amounts
to pay costs of issuance, shall be deposited in a construction fund maintained at a City
depository. 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 surplus proceeds of sale of the Bonds, including investment earnings,
remaining after completion of all authorized projects or purposes shall be deposited to the credit
of the Interest and Sinking Fund.
SECTION 18: Notices to Holders - Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any rase where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 19: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, If surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The
40582247.2/11401854 20
City may at anytime deliver to the Paying Agent/Registrar for cancellation any Bonds previously
' certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Bonds held by the Paying AgenURegistrar shall be returned to
the City.
SECTION 20: Legal Opinion. The Underwriter's obligation to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski LLP, Dallas, Texas,
approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of
delivery and payment for the Bonds. A true and correct reproduction of said opinion or an
executed counterpart thereof shall accompany the global Bonds deposited with DTC or a
reproduction thereof shall be printed on the definitive Bonds in the event the book -entry -only
system shall be discontinued.
SECTION 21: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
' (b) Annual Reports. The City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year, beginning in or after 2014, financial information and
operating data with respect to the City of the general type included in the final Official
Statement, being the information described in Exhibit C hereto, and (2) if not provided as part
of such financial information and operating data, audited financial statements of the City. If
audited financial statements are not available by the required time, the City will provide
unaudited financial information of the type described in the official statement and audited
financial statement when and if an audit report becomes available Any financial statements so
provided shall be prepared in accordance with the accounting principles described in Exhibit C
hereto, or such other accounting principles as the City may be required to employ from time to
time pursuant to state law or regulation, and audited, K the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The City shall provide notice of any of the following
events with respect to the Bonds to the MSRB in a timely manner and not more than ten (10)
' business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
40582247.2/71401854 21
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1
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to
perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue
Service of proposed or final determinations of taxability, Notices of Proposed
Issue (IRS Form 5701-TEB), or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the tax
status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of
the Bonds, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City,
which shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of its assets, other than in
the ordinary course of business, the entry into of a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to
any such actions, other than pursuant to its terms, if material; 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 subsection (c)12
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or
in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
40582247.2 /11401664
22
L
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this
Section shall be provided in an electronic format prescribed by the MSRB and shall be
accompanied by identifying information as prescribed by the MSRB.
(e) Limitations Disclaimers. and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give the notice required by subsection (c) hereof of any Bond
calls and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section
may be amended by the City from time to time to adapt to changed circumstances resulting
from a change in legal requirements, a change in law, or a change in the identity, nature, status,
or type of operations of the City, but only if (1) the provisions of this Section, as so amended,
would have permitted an underwriter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or interpretations of
the Rule to the date of such amendment, as well as such changed circumstances, and (2) either
(a) the Holders of a majority in aggregate principal amount (or any greater amount required by
any other provision of this Ordinance that authorizes such an amendment) of the Outstanding
Bonds consent to such amendment or (b) a Person that is unaffiliated with the City (such as
40582247.2111401854 23
nationally recognized bond counsel) determines that such amendment will not materially impair
' the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section
may also be amended from time to time or repealed by the City if the SEC amends or repeals
the applicable provisions of the Rule or a court of final jurisdiction determines that such
provisions are invalid, but only If and to the extent that reservation of the City's right to do so
would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing
or selling Bonds in such offering. If the City so amends the provisions of this Section, it shall
include with any amended financial information or operating data next provided pursuant to
subsection (b) hereof an explanation, in narrative form, of the reasons for the amendment and
of the impact of any change in the type of financial information or operating data so provided.
SECTION 22: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof, and neither the City nor attorneys approving the Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 23: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, the Paying
AgenURegistrar and the Holders.
SECTION 24: Inconsistent Provisions. All ordinances, orders or resolutions, or pans
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 25: 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 26: Effect of Headings. The Section headings herein are for convenience of
referenced only and shall not affect the construction hereof.
SECTION 27: 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 28: Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 29: Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full
' in this Section.
40582247 2/11401654 24
SECTION 30: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
' Secretary, City Manager, Chief Financial Officer and Assistant Finance Director 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, sale and delivery of the Bonds. In addition, prior
to the initial delivery of the Bonds, the Mayor, Mayor Pro Tem, City Secretary, City Manager,
Chief Financial Officer, Assistant Finance Director or Bond Counsel to the City are each hereby
authorized and directed to approve any changes or corrections to this Ordinance or to any of the
documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal
defect, or omission in the Ordinance or such other document; or (ii) as requested by the
Attorney General of the State of Texas or his representative to obtain the approval of the Bonds
by the Attorney General. 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 31: Public Meeting. It is officially found, determined and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 32: Effective Date. In accordance with the provisions of Texas Government
' Code, Section 1201.028, as amended, this Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
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40582247.2 /11401654 25
DULY PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ALLEN,
' COLLIN COUNTY, TEXAS, ON THIS THE 131h DAY OF MAY, 2014.
CITY OF ALLEN, TEXAS
H
STEPHEN TERRELL
Mayor
ATTEST:
SHELLEY B. GEORGE
TRMC, City Secretary
(City Seal)
40582247.2111401654 [signature page of Bond Ordinance]
EXHIBIT A
' PAYING AGENT/REGISTRAR AGREEMENT
1
40562247.2/11401654 A-1
EXHIBIT B
BOND PURCHASE AGREEMENT
40582247.2/11401854 B-1
EXHIBIT C
' DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 21 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specked (and included in the Appendix or
under the headings of the Official Statement referred to) below:
1. The financial statements of the City, portions of which are appended to the
Official Statement as Appendix B for the most recently concluded fiscal year.
2. The information included under Tables 1 through 6 and 8 through 14 in the
Official Statement.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
40562247.2/11401654 C-1