O-2911-5-10ORDINANCE NO. 2911-5-10
AN ORDINANCE authorizing the issuance of "CITY OF ALLEN, TEXAS,
GENERAL OBLIGATION BONDS, SERIES 2010'; specifying the terms
and features of said bonds; levying a continuing direct annual ad valorem
tax for the payment of said bonds; and resolving other matters incident and
related to the issuance, sale, payment and delivery of said bonds, including
the approval and execution of a Paying Agent/Registrar Agreement and 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 $12,000,000 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:
Election
Previously
Date
P=ose
11-5-02
Performing Arts Center
5-12-07
Service Center Facilities
Municipal Public
5-12-07
Buildings
5-12-07
Streets
5-12-07
Parks
5-12-07
Public Art Projects
5-12-07
Public Safety
Amount Amount
Amount
Previously
Being
Unissued
Authorized
Issued
Issued
Balance
19,500,000
2,815,000
-0-
16,685,000
14,500,000
12,500,000
-0-
2,000,000
1,700,000
-0-
275,000
1,425,000
27,200,000
9,450,000
5,500,000
12,250,000
17,250,000
5,850,000
1,050,000
10,350,000
1,390,000
300,000
325,000
765,000
15,855,000
6,625,000
4,850,000
4,380,000
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 - Designation - Principal Amount - Purpose. General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of $12,000,000, to be designated and bear the title "CITY OF ALLEN,
TEXAS, GENERAL OBLIGATION BONDS, SERIES 2010" (hereinafter referred to as the
"Bonds"), for permanent public improvements and public purposes, to wit: $275,000 for
renovating, repairing and equipping existing municipal public buildings, $5,500,000 for
acquiring, constructing, improving and maintaining streets, thoroughfares, bridges, alleyways
900552602/11003107
' 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, $1,050,000 for acquiring, constructing,
improving and equipping park and recreational facilities, including the acquisition of land
therefor, $325,000 for public art projects, and $4,850,000 for constructing, renovating,
improving, expanding and equipping public safety 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 V.T.C.A., 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, 2010 (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:
The Bonds shall bear interest on the unpaid principal amounts from the Bond 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, 2011, until maturity or prior redemption.
900552602/1100310] 2
YEAR OF
PRINCIPAL
INTEREST
MATURITY
AMOUNT
RATE
2011
$370,000
2.000%
2012
500,000
2.000%
'
2013
510,000
2.000%
2014
520,000
2.000%
2015
530,000
3.000%
2016
545,000
3.000%
2017
560,000
3.000%
2018
575,000
3.000%
2019
595,000
3.000%
2020
610,000
3.125%
2021
630,000
4.000%
2022
655,000
4.000%
2023
685,000
4.000%
2024
710,000
4.000%
2025
740,000
4.000%
2026
770,000
4.000%
2027
800,000
4.000%
2028
830,000
4.000%
2029
865,000
4.000%
The Bonds shall bear interest on the unpaid principal amounts from the Bond 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, 2011, until maturity or prior redemption.
900552602/1100310] 2
SECTION 3: Terms of Payment - Paying A eg nt/Registrar. The principal of, premium,
' if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar, and the payment thereof shall be in any win or currency of the United States of
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 Bank of New York Mellon Trost Company, N.A.,
Dallas, Texas, to serve as Paying Agent/Registrar 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 Agent/Registrar, all as provided herein, in accordance with the terms and provisions
of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as
Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City
may prescribe. The Mayor and City Secretary of the City are hereby authorized to execute and
deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Bonds.
The City covenants to maintain and provide a Paying Agent/Registrar at all times unfit the Bonds
are paid and discharged, and any successor Paying Agent/Registmr shall be a commercial bank,
trust company, financial institution or other entity qualified and authorized to serve in such
capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the
Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof
' to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall
also give the address of the new Paying Agent/Registrar.
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 Agent/Registrar at its designated offices, initially in Dallas, Texas, or, with respect to a
successor Paying Agent/Registrar, 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
Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of
the Holder recorded in the Security Register or (ii) by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for
the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, 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.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
' established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be fifteen (15) days after the Special Record
90055260.2/1100310]
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, 2021, shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a
Stated Maturity by lot by the Paying Agent/Registrar), on August 15, 2020, or on any data
thereafter, at the redemption price of par plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty-five (45) days prior to a
redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of
redemption therefor. The decision of the City to exercise 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 Agent/Registrar shall
treat such Bonds as representing the number of Bonds Outstanding, which is obtained by
dividing the principal amount of such Bonds by $5,000, and shall select the Bonds 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
90055260.2/II003107
(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 Agent/Registrar on or
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the
redemption and sufficient moneys are not received, such notice shall be of no force and effect,
the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the
manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record and maintain in the Security Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of this
Ordinance or, if appropriate, the nominee thereof. Any Bond may be transferred or exchanged
for Bonds of other authorized denominations by the Holder, in person or by his duly 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 Payment/Transfer 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 Agent/Registrar. Whenever any Bonds are surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United
States Mail, first class postage prepaid, to the Holders, and, upon the registration and delivery
thereof, the same shall be valid obligations of the City, evidencing the same obligation to pay,
' and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer
or exchange.
90055260.2/1100310]
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 tern "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)
days of the date fused 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.
900552W.2/11003107
SECTION 7: Execution - Reeistration. The Bonds shall be executed on behalf of the
' City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the City on the Bond Date shall be deemed to be duly executed on behalf of the City,
notwithstanding that 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 V.T.C.A.,
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 I
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/Regist ur, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written instructions
from the initial purchaser(s), or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require.
SECTION 9: Forms.
(a) Forms Generallv. 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
W-11 1111RIM IW41Ilk,
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.
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 2010
Bond Date: Interest Rate: Stated Maturity: CUSIP NO:
May 1, 2010 August 15, 20_
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 (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 Bond Date) at the per annum rate of
interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such
interest being payable on February 15 and August 15 in each year, commencing February 15,
2011. 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 PaymenVTransfer
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
900552602 n 1003107
preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by
' check sent United States Mail, fust 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 $12,000,000 (herein referred to as the "Bonds") for permanent public improvements
and public purposes, to wit: $275,000 for renovating, repairing and equipping existing municipal
public buildings, $5,500,000 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,
' $1,050,000 for acquiring, constructing, improving and equipping park and recreational facilities,
including the acquisition of land therefor, $325,000 for public art projects, and $4,850,000 for
constructing, renovating, improving, expanding and equipping public safety 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 V.T.C.A., 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, 2021, 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 August 15, 2020, 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 slue) 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 Agent/Registrar.
90055260.2/11003107
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 PaymenuTransfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by
the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
Registered Owner, without charge. If this Bond is selected for redemption, in whole or in part,
the City and the Paying Agent/Registrar shall not be required to transfer this Bond to an assignee
of the Registered Owner within 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, 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 Agent/Registrar on or prior to the date fixed for such redemption, or upon
any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is
given and such prerequisites to the redemption and sufficient moneys we not received, such
notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying
Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
' the effect that the Bonds have not been redeemed.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the
Paying Agcm/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
nature and extent of the tax levied for the payment of the Bonds; the teams 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
PaymenUfransfer 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.
90055260.2/1100310] 10
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 [Wade 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.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
CITY OF ALLEN, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(SEAL)
90055260.211100310] 11
(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)
' (d) Form of Certificate of Paving Agent/Registrar to "pew on Definitive Bonds
o v.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the
within -mentioned Ordinance; the bond or bonds of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated offices of the Paying Agent/Registrar in Dallas, Texas is the "Designated
Payment/Transfer Office" for this Bond.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
Um
Authorized Signature
' Registration Date:
90055260.2/11003107 12
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Print
or typewrite name, address and zip code of transferee):
(Social Security or other identifying number: )
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assignment
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:
NO. T-1 $12,000,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF ALLEN, TEXAS
GENERAL OBLIGATION BOND
SERIES 2010
Bond Date:
May 1, 2010
Registered Owner: BOSC, Inc.
Principal Amount: TWELVE MILLION 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 RATE
90055260.2/11003107
13
' (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 Bond Date at the per annum rates of interest specified
above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being
payable on February 15 and August 15 in each year until maturity or prior redemption,
commencing February 15, 2011. 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 Agent/Registrar"), upon presentation
and surrender, at its designated offices in Dallas, Texas (the "Designated Payment/Transfer
Office'). Interest is payable to the Registered Owner of this Bond (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 AgenttRegistmr, 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.
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 yea to pay the principal of and interest on said Bonds while Outstanding; full
allowance being made for delinquencies and costs of collection; separate books and records
relating to the receipt and disbursement of taxes levied, assessed and collected for and on
account of the Bonds shall be kept and maintained by the City at all times while the Bonds are
Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the
Bonds shall be deposited to the credit of a "Special 2010 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.
90055260.2 111 DD3107 14
The Mayor, Mayor Pro Tem, City Manager, City Secretary, Finance Director and
t 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 Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence
satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be home by the Holder of the Bond
mutilated, destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12: Satisfaction of 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 m 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
90055260.2 n IN3107 15
amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has
' been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made) the redemption date thereof The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use made of
any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the
meaning of section 148 of the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or
an authorized escrow agent, pursuant to this Section which is not required for the payment of the
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited, shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held
in trust to pay shall, upon the request of the City, be remitted to the City against a written receipt
therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the
State of Texas.
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 and (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.
SECTION 13: Ordinance a Contract - Amendments - Outstandina 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
9W5520.2nmo3107 16
aggregate principal amount of Bonds required to be held by Holders for consent to any such
amendment, addition or rescission.
The term "Outstanding", when used in this Ordinance with respect to Bonds, means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with the provisions
of Section 12 hereof; and
(3) those mutilated, destroyed, lost or stolen Bonds which have been replaced with
Bonds registered and delivered in lieu thereof as provided in Section 11 hereof.
SECTION 14: Covenants to Maintain Tax -Exempt Status.
(a) Definitions. When used in this Section, the following terms shall have the
following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
' "Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in section 1.148-1(b) of
the Regulations, and any replacement proceeds as defined in section 1.148-1(c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary or final Income Tax
Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and
' 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds.
Any reference to any specific Regulation shall also mean, as appropriate, any
9W55$02n1W3109 17
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 m 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.
(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
90055260.2/1100310] 18
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 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:
t(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account separately
and apart from all other funds (and receipts, expenditures and investments
thereof) and shall retain all records of accounting for at least six years after the
day on which the last outstanding Bond is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Bonds with
other money of the City, provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in section 148(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce
such purchase by measures designed to insure the excludability of the interest
thereon from the gross income of the owners thereof for federal income tax
purposes, the City shall pay to the United States from the construction fund, the
general fund, or other appropriate fond 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
900552e0.2/lIM3107 19
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.
0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, Finance Director, 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.
(k) Qualified Tax Exempt Obligations. In accordance with the provisions of
paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Bonds
to be "qualified tax exempt obligations" in that the Bonds are not "private activity bonds" as
defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations"
to be issued by the City (including all subordinate entities of the City) for the calendar year 2010
will not exceed $30,000,000.
SECTION 15: Sale of Bonds Official Statement Approval. The Bonds authorized by
this Ordinance are hereby sold by the City to BOSC, Inc. and Loop Capital Markets, LLC
(herein collectively referred to as the "Underwriters") in accordance with the Bond Purchase
Agreement, dated May 11, 2010 attached hereto as Exhibit B and incorporated herein by
' reference as a part of this Ordinance for all purposes. The Mayor 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
90055260.2 /110031 W 20
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.
Furthermore, the use of the Preliminary Official Statement, dated April 30, 2010, by the
Underwriters 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, Finance Director and Assistant Finance Director, one or more of said officials), shall
be and is hereby in all respects approved and the Underwriters are hereby authorized to use and
distribute said final Official Statement, dated May 11, 2010, 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
Underwriters.
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 Underwriters.
SECTION 17: Proceeds of Sale. The proceeds of sale of the Bonds, excluding the
accrued interest received from the Underwriters and 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 V.T.C.A., 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. Accrued interest received from
the Underwriters as well as any surplus proceeds of sale of the Bonds, including investment
eamings, 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 case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for
900552602/11003107 21
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
City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds
previously certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying
Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be returned to
the City.
SECTION 20: Legal Opinion. The Underwriters' obligation to accept delivery of the
Bonds is subject to being famished a final opinion of Fulbright & Jaworski L.L.P., 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 2010, financial information and
operating data with respect to the City of the general type included in the final Official Statement
approved in Section 15 of this Ordinance, being the information described in Exhibit C hereto,
and (2) if not provided as part of such financial information and operating data, audited £mancial
statements of the City, when and if 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 m the City may be required to employ from time to time pursuant to
state law or regulation, and audited, if the City commissions an audit of such statements and the
audit is completed within the period during which they must be provided.
M55260.2 n1003107 22
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) Material Event Notices. The City shall notify the MSRB, in a timely manner, of
any of the following events with respect to the Bonds, if such event is material within the
meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
g. Bond calls;
9. Defeasances;
10. Release, substitution or sale of property securing repayment of the Bonds; and
11. Rating changes.
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
90055260.2/11003107 23
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 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.
90055260.2/11003107 24
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
Agent/Registrar and the Holders.
SECTION 24: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 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.
SECTION 30: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Secretary, City Manager, Finance Director 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, Finance Director, 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
900552602/11003107 25
' 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 V.T.C.A., Government Code, Chapter 551, as amended.
1
SECTION 32: Effective Date. In accordance with the provisions of V.T.C.A.,
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.
[remainder ofpage left blank intentionally]
9W552N.2nmo3107 26
PASSED AND ADOPTED, this May 11, 2010.
1 CITY OF ALLEN, TEXAS
STEPHtN TERRELL
Mayor
ATTEST:
SHELLEY B. GEOR6V—�
City Secretary
(City Seal)
90055260 2/1100310] [signature page of Bond Ordinance]
' EXHIBIT A
PAYING AGENTIREGISTRAR AGREEMENT
1
900552602/11003101 A-1
I
I
EXHIBIT B
BOND PURCHASE AGREEMENT
9DO55260.2/11003107 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 specified (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.
9005R60]i11003107 C-1