O-2023-44 General Obligation Refunding & Improvement Bonds, Series 2023CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTIES OF COLLIN AND DENTON
TOWN OF PROSPER
We, the undersigned officers of the Town of Prosper, Texas (the "Town"), hereby certify
as follows:
1. The Town Council of the Town (the "Council") convened in a regular meeting on
July 25, 2023, at the designated meeting place, and the roll was called of the duly constituted
officers and members of the Council, to wit:
David F. Bristol, Mayor
Craig Andres, Mayor Pro -Tern
Marcus E. Ray, Deputy Mayor Pro -Tern
Amy Bartley, Councilmember
Jeff Hodges, Councilmember
Charles Cotton, Councilmember
Chris Kern, Councilmember
Michelle Lewis Sirianni, Town Secretary
and all of said persons were present except , thus
constituting a quorum. Whereupon, among other business, the following was transacted at said
meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF PROSPER, TEXAS,
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2023,
ESTABLISHING SALE PARAMETERS, PROVIDING FOR THE SECURITY FOR AND
PAYMENT OF SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING TO
THE SUBJECT
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be adopted and, after due discussion, said motion, carrying with it the adoption
of said Ordinance, prevailed and carried with all members present voting "AYE" except the
following:
NAY: 40 ABSTAIN: 01
2. A true, full and correct copy of the aforesaid Ordinance adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Ordinance has been duly recorded in the Council's minutes of said meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the Council's minutes of said meeting
pertaining to the adoption of said Ordinance; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting officers and members of the Council as
indicated therein; that each of the officers and members of the Council was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the aforesaid
meeting, and that said Ordinance would be introduced and considered for adoption at said meeting,
and each of said officers and members consented, in advance, to the holding of said meeting for
such purpose, and that said meeting was open to the public and public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 551, Texas Government Code.
3. The Council has approved and hereby approves the aforesaid Ordinance; and the
Mayor and the Town Secretary of the Town hereby declare that their signing of this Certificate
shall constitute the signing of the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED THIS JULY 25, 2023.
Town Secretary
Town of Prosper
00
Mayor
Town of Prosper
(Town Seal) OF P4kko
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191A ■
71XAS
TOWN OF PROSPER, TEXAS
ORDINANCE 2023-44
ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF PROSPER,
TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS, SERIES 2023, ESTABLISHING SALE PARAMETERS,
PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID
BONDS; AND ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT
THE STATE OF TEXAS
COUNTIES OF COLLIN AND DENTON
TOWN OF PROSPER
WHEREAS, Town of Prosper, Texas (the "Town") has previously issued, and there are
presently outstanding, bonds of the Town payable from ad valorem taxes levied and to be levied,
assessed and collected within the Town, within the limits prescribed by law; and
WHEREAS, the Town now desires to refund all or part of the bonds described in Schedule
I attached hereto, collectively, the "Eligible Refunded Obligations", and those Eligible Refunded
Obligations designated by the Pricing Officer in the Pricing Certificate (each as defined below) to
be refunded are herein referred to as the "Refunded Obligations"; and
WHEREAS, Chapter 1207 (defined below) authorizes the Town to issue refunding bonds
and to deposit the proceeds from the sale thereof, and any other available funds or resources,
directly with a place of payment (paying agent) for the Refunded Obligations, and such deposit, if
made before such payment dates, shall constitute the making of firm banking and financial
arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the Town Council of the Town (the "Council") hereby finds and determines
that it is a public purpose and in the best interests of the Town to refund the Refunded Obligations
in order to achieve a present value debt service savings, with such savings, among other
information and terms to be included in one or more pricing certificates (the "Pricing Certificate")
to be executed by the Pricing Officer (hereinafter designated), all in accordance with the provisions
of Section 1207.007, Texas Government Code; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, a portion the bonds hereinafter authorized represent a portion of the bonds
approved by the voters of the Town at an election held in the Town on November 3, 2020 (the
"Election") under three propositions totaling $210,000,000, and the Council deems it necessary
and advisable to authorize, issue and deliver a portion of the bonds authorized at the Election, in
the amounts set forth in a Pricing Certificate (hereinafter defined) from the approved Propositions,
as set forth below:
Bonds Amount
Election
Bonds Previously Being Amount
Prop-
Purpose
Approved Issued Issued(') Remainina(l)
A
For designing, constructing, improving and
equipping public safety facilities in the Town,
$30,000,000 $18,600,000 $0.00 $11,400,000
consisting of fire stations, an emergency operations
center, a public safety training facility and
administrative facilities relating thereto.
B
For designing, constructing, improving and
equipping parks, trails and recreational facilities in
$30,000,000 $5,030,000 $9,800,000 $15,170,000
the Town and the acquisition of land and interests in
land for such purposes.
C
For constructing, improving, extending, expanding,
upgrading and developing streets and roads, bridges
$150,000,000 $50,020,000 $27,158,033 $72,821,967
and intersections in the Town and related drainage
improvements, utility relocations, landscaping,
curbs and sidewalks, traffic safety and operational
improvements, entryway signage and other street
and road signage and costs associated with such
projects, and interests in land as may be necessary
for such purposes, and excluding certain road
projects to be funded with other obligation.
(1) Includes premium deposited into the Capital Projects Fund and applied against voted authorization. The table above shall be
reproduced in the Pricing Certificate with such changes necessary to reflect the final pricing information.
WHEREAS, the Bonds are being issued and delivered pursuant to Chapter 1207, Chapter
1331 and Chapter 1371 (each as defined below), and the Town's Home Rule Charter; and; and
WHEREAS, the Town is an "Issuer" under Section 1371.001(4)(P), Texas Government
Code, having (i) a principal amount of at least $100 million in outstanding long-term indebtedness,
in long-term indebtedness proposed to be issued, or a combination of outstanding or proposed
long-term indebtedness and (ii) some amount of long-term indebtedness outstanding or proposed
to be issued that is rated in one of the four highest rating categories for long-term debt instruments
by a nationally recognized rating agency for municipal securities, without regard to the effect of
any credit agreement or other form of credit enhancement entered into in connection with the
obligation; and
WHEREAS, the Council hereby finds and determines that it is in the best interests of the
Town to issue the Bonds, in one or more series, for the purposes stated herein, and to delegate to
the Pricing Officer the authority to act on behalf of the Town in selling and delivering the Bonds
and setting the dates, price, interest rates, interest payment periods and other procedures relating
thereto, as hereinafter specified, with such information and terms to be included in one or more
Pricing Certificates to be executed by the Pricing Officer, all in accordance with the provisions of
Sections 1207.007 and 1371.053, Texas Government Code, as amended; and
WHEREAS, it is officially found, determined and declared that the meeting at which this
Ordinance has been adopted was open to the public, and public notice of the date, hour, place and
subject of said meeting, including this Ordinance, was given, all as required by the applicable
provisions of Chapter 551, Texas Government Code, as amended;
NOW, THEREFORE BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF PROSPER, TEXAS:
Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same
force and effect as if set forth in this Section.
(b) The Bonds are hereby authorized to be issued and delivered, in one or more series,
in the maximum aggregate principal amount hereinafter set forth for the public purposes of
providing funds to (i) pay for the costs of the Projects (defined below), (ii) refund a portion of the
Town's outstanding general obligation debt and (iii) pay the costs incurred in connection with the
issuance of the Bonds.
(c) Each Bond issued pursuant to this Ordinance shall be designated (unless otherwise
provided in the Pricing Certificate): "TOWN OF PROSPER, TEXAS, GENERAL OBLIGATION
REFUNDING AND IMPROVEMENT BOND, SERIES 2023," and initially there shall be issued,
sold and delivered hereunder fully registered Bonds, without interest coupons, payable to the
respective registered owners thereof (with the initial Bond(s) being made payable to the
Underwriter as described herein), or to the registered assignee or assignees of said bonds or any
portion or portions thereof (in each case, the "Registered Owner"). The Bonds shall be in the
respective denominations and principal amounts, shall be numbered, shall mature and be payable
on the date or dates in each of the years and in the principal amounts or amounts due at maturity,
as applicable, and shall bear interest to their respective dates of maturity or redemption, if
applicable, prior to maturity at the rates per annum, as set forth in the Pricing Certificate.
Section 2. DEFINITIONS. Unless otherwise expressly provided or unless the context
clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified
below:
"Attorney General" shall mean the Attorney General of the State.
"Bonds" means and includes the Bonds initially issued and delivered pursuant to this
Ordinance and all substitute Bonds exchanged therefor, as well as all other substitute Bonds and
replacement Bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds.
"Chapter 1207" means Chapter 1207, Texas Government Code, as amended.
"Chapter 1331" means Chapter 1331, Texas Government Code, as amended.
"Chapter 1371" means Chapter 1371, Texas Government Code, as amended.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State.
"Delivery Date" shall mean the date or dates of delivery of any series of Bonds to the
Underwriter against payment therefor, as determined by the Pricing Officer in the Pricing
Certificate.
"Projects" shall mean (i) designing, constructing, improving and equipping public safety
facilities in the Town, consisting of fire stations, an emergency operations center, a public safety
training facility and administrative facilities relating thereto; (ii) designing, constructing,
improving and equipping parks, trails and recreational facilities in the Town and the acquisition of
land and interests in land for such purposes; and (iii) constructing, improving, extending,
expanding, upgrading and developing streets and roads, bridges and intersections in the Town and
related drainage improvements, utility relocations, landscaping, curbs and sidewalks, traffic safety
and operational improvements, entryway signage and other street and road signage and costs
associated with such projects, and interests in land as may be necessary for such purposes, and
excluding certain road projects to be funded with other obligation.
"State" shall mean the State of Texas.
"Underwriter" shall mean the initial purchaser(s) of the Bonds designated by the Pricing
Officer in the Pricing Certificate.
Section 3. DELEGATION TO PRICING OFFICER. (a) As authorized by Sections
1207.007 and 1371.053, Texas Government Code, as amended, the Deputy Town Manager and
the Finance Director of the Town are each individually hereby authorized to act on behalf of the
Town in selling and delivering the Bonds (of which officers, the officer executing the Pricing
Certificate shall be hereinafter referred to as, and shall for all purposes be, the "Pricing Officer"),
determining whether the Bonds shall be issued in one or more series or subseries and whether the
new money portion shall be issued as a single series of bonds and the refunding portion be issued
as a separate series of bonds, determining which of the Eligible Refunded Obligations shall be
refunded and carrying out the procedures specified in this Ordinance, including determining the
principal amount of Bonds to be issued, the amount to be applied against each proposition,
determining whether the Bonds shall be issued in one or more series or subseries, the date or dates
of the Bonds, any additional or different designation or title by which the Bonds shall be known,
the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal
amount to mature in each of such years, the rate of interest to be borne by each such maturity, the
interest payment and record dates, the price and terms, if any, upon and at which the Bonds shall
be subject to redemption prior to maturity at the option of the Town, as well as any mandatory
sinking fund redemption provisions, whether the Bonds of any series shall be designated as
"qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code, approving
modifications or additions to the Rule 15c2-12 continuing disclosure undertaking, approving
modifications to the term Defeasance Securities, and all other matters relating to the issuance, sale,
and delivery of the Bonds and the refunding of the Refunded Obligations, including without
limitation establishing the redemption date for and effecting the redemption of the Refunded
Obligations, determining any amounts to be contributed to the refunding by the Town and
procuring municipal bond insurance and approving modifications to this Ordinance and executing
such instruments, documents and agreements as may be necessary with respect thereto, if it is
determined that such insurance would be financially desirable and advantageous, all of which shall
be specified in the Pricing Certificate, provided that:
(i) the maximum original principal amount of Bonds issued for new money
purposes shall not exceed $37,000,000, the maximum original principal amount of Bonds
issued for refunding purposes shall not exceed $5,500,000, and the aggregate original
principal amount of the Bonds shall not exceed $42,500,000;
(ii) no Bond of any series (if multiple series are issued) shall mature after
August 15, 2043;
(iii) the true interest cost rate for the Bonds shall not exceed 4.75% in the aggregate;
and
(iv) the refunding must produce debt service savings of at least 3.00% measured
on a net present value basis as a percentage of the principal amount of the Refunded
Obligations, with such savings to be net of any Town contribution to the refunding.
(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall
establish an amount not exceeding the amount authorized in Subsection (a) above, which shall be
sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay
costs of issuing the Bonds. The delegation made hereby shall expire if not exercised by the Pricing
Officer on or prior to the date that is 180 days after the adoption of this Ordinance. The Pricing
Officer may determine to issue one or more series of Bonds and may exercise the authority granted
herein on one or more dates to effectuate the issuance of multiple series of Bonds if multiple series
are issued and, if multiple series are issued, each separate series may close on separate dates or on
the same date, as determined by the Pricing Officer. The Bonds shall be sold at such prices, with
and subject to such terms as set forth in one or more Pricing Certificates.
(c) The Bonds of one or more series may be sold by public offering (either through a
negotiated or competitive offering) or by private placement. If the Bonds of one or more series
are sold by private placement, the applicable Pricing Certificate shall so state, and the applicable
Pricing Certificate may make changes to this Ordinance to effect such private placement of such
Bonds, including the provisions hereof that pertain to the book -entry -only procedures (including
eliminating the book -entry -only system of registrations, payment and transfers) and to the
provisions relating to the Rule 15c2-12 undertaking (including eliminating or replacing such
undertaking with an agreement to provide alternative disclosure information).
(d) It is hereby found and determined that the refunding of the Refunded Obligations is
advisable and necessary in order to restructure the debt service requirements of the Town, and that
the debt service requirements on the Bonds will be less than those on the Refunded Obligations,
resulting in a reduction in the amount of principal and interest which otherwise would be payable.
The Refunded Obligations are subject to redemption, at the option of the Town, and the Pricing
Officer is hereby authorized to cause all of the Refunded Obligations to be called for redemption
on the respective date or dates consistent with the savings analysis set forth in Section 3(a)(iv)
hereof, and the proper notices of such redemption to be given, and in each case at a redemption
price of par, plus accrued interest to the date fixed for redemption. In furtherance of authority
granted by Section 1207.007(b), Texas Government Code, the Pricing Officer is further authorized
to enter into and execute on behalf of the Town with the escrow agent named therein, an escrow
agreement or deposit agreement, in substantially the form presented to the Council at the meeting
at which this Ordinance was adopted and as shall be approved by the Pricing Officer, which escrow
agreement or deposit agreement will provide for the payment in full of the Refunded Obligations
(the "Escrow Agreement"). In addition, each Pricing Officer and the Mayor shall be authorized to
execute the Escrow Agreement. In addition, the Pricing Officer is authorized to purchase such
securities with proceeds of the Bonds, to execute such subscriptions for the purchase of the United
States Treasury Securities, State and Local Government Series and to transfer and deposit such
cash from available funds, as may be necessary or appropriate for the escrow or deposit fund
described in the Escrow Agreement.
(e) In satisfaction of Section 1201.022(a)(3)(B), Texas Government Code, the Council
hereby determines that the delegation of the authority to the Pricing Officer to approve the final
terms of the Bonds set forth in this Ordinance is, and the decisions made by the Pricing Officer
pursuant to such delegated authority and incorporated into the Pricing Certificate will be, the most
advantageous reasonably available, and the Pricing Officer is hereby authorized to make and
include a finding to that effect in the Pricing Certificate.
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer.
Conversion and Exchange. The Town shall keep or cause to be kept at the designated office of
the bank named in the Pricing Certificate as the paying agent/registrar for the Bonds (the "Paying
Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange
of the Bonds (the "Registration Books"), and the Town hereby appoints the Paying Agent/Registrar
as its registrar and transfer agent to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable regulations as the Town and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided within three days of presentation in due
and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books
the address of the registered owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the
Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. The Town shall have the
right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The Town shall pay the Paying Agent/Registrar's standard or customary fees and charges
for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or
Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made
in the manner provided and with the effect stated in the FORM OF BOND set forth as Exhibit A
of this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from
each other Bond.
(b) Authentication. Except as provided in subsection (e) of this Section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and
manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless
such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and
Bonds surrendered for conversion and exchange. No additional ordinances, orders or resolutions
need be passed or adopted by the governing body of the Town or any other body or person so as
to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute
Bonds in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas
Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General and registered by the Comptroller.
(c) Payment of_Bonds _and Interest. The Town hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Town and the Paying Agent/Registrar with respect to the Bonds, and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, 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 Town. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first-class postage prepaid, to the address of each registered owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(d) Substitute PayingAAgent/Registrar. The Town covenants with the registered
owners of the Bonds that at all times while the Bonds are outstanding the Town will provide a
competent and legally qualified bank, trust company, financial institution or other agency to act as
and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that
the Paying Agent/Registrar will be one entity. The Town reserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 50 days written notice to the Paying
Agent/Registrar, to be effective not later than 45 days prior to the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or
its successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the Town covenants that promptly it will appoint a competent and legally qualified bank,
trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated
and appointed by the Town. Upon any change in the Paying Agent/Registrar, the Town promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered
owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give
the address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,
and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully
registered form, without interest coupons, with the principal of and interest on such Bonds to be
payable only to the Registered Owners thereof, (ii) may be redeemed prior to their scheduled
maturities (notice of which shall be given to the Paying Agent/Registrar by the Town at least 35
days prior to any such redemption date), (iii) may be transferred and assigned, (iv) may be
converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed,
sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable,
and (viii) shall be administered and the Paying Agent/Registrar and the Town shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND set forth as Exhibit A of this Ordinance.
The Bonds initially issued and delivered pursuant to this Ordinance are not required to be, and
shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in
conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying
Agent/Registrar shall execute the Paying Agent/registrar's Authentication Certificate, in the
FORM OF BOND set forth as Exhibit A of this Ordinance.
(f) Book -Entry -Only System. Unless the Bonds are sold by private placement, the
Bonds issued in exchange for the Bonds initially issued to the Underwriter shall be initially issued
in the form of a separate single fully registered Bond for each of the maturities thereof. Upon
initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co.,
as nominee of The Depository Trust Company of New York ("DTC"), and except as provided in
subsection (g) of this Section, all of the outstanding Bonds shall be registered in the name of Cede
& Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Town
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations on
whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of
whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the Town and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a registered owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a registered owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the Town and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the registered owners,
as shown in the Registration Books as provided in this Ordinance, or their respective attorneys
duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Town's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the
Registration Books, shall receive a Bond certificate evidencing the obligation of the Town to make
payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date,
the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(g) Successor Securities Depository; Transfers Outside Book -Entry -Only System. If
the Bonds are subject to the DTC book -entry system, and in the event that the Town determines
that DTC is incapable of discharging its responsibilities described herein and in the representation
letter of the Town to DTC or that it is in the best interest of the beneficial owners of the Bonds that
they be able to obtain certificated Bonds, the Town shall (i) appoint a successor securities
depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934,
as amended, notify DTC and DTC Participants of the appointment of such successor securities
depository and transfer one or more separate Bonds to such successor securities depository or (ii)
notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or
more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such
event, the Bonds shall no longer be restricted to being registered in the Registration Books in the
name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor
securities depository, or its nominee, or in whatever name or names registered owners transferring
or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to
r such Bond shall be made and given, respectively, in the manner provided in the representation
letter of the Town to DTC.
(i) Cancellation of Initial Bond(s). On the Delivery Date, one initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
Underwriter or its designee, executed by manual or facsimile signature of the Mayor and Town
Secretary, approved by the Attorney General, and registered and manually signed by the
Comptroller, will be delivered to the Underwriter or its designee. If the Bonds are sold subject to
the book -entry system of DTC, then upon payment for the initial Bond(s), the Paying
Agent/Registrar shall insert the Delivery Date on the initial Bond(s), cancel each of the initial
Bond(s) and deliver to DTC on behalf of the Underwriter one registered definitive Bond for each
year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such
maturity, registered in the name of Cede & Co., as nominee of DTC. To the extent that the Paying
Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement
between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive
Bonds in safekeeping for DTC.
0) 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 may, at the option of the Town, be
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 Town 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. FORM OF BONDS. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State to be attached only to the Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially in the
form provided in Exhibit A, with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance. The Form of Bond as it appears in Exhibit A shall be
completed, amended and modified by Bond Counsel to incorporate the information set forth in the
Pricing Certificate, but it is not required for the Form of Bond to be reproduced as an exhibit to
the Pricing Certificate.
Section 6. TAX LEVY. (a) A special "Interest and Sinking Fund" is hereby created and
shall be established and maintained by the Town as a separate fund or account and the funds therein
shall be deposited into and held at an official depository bank of said Town. Said Interest and
Sinking Fund shall be kept separate and apart from all other funds and accounts of said Town, and
shall be used only for paying the interest on and principal of said Bonds. All amounts received
from the sale of the Bonds as accrued interest shall be deposited upon receipt to the Interest and
Sinking Fund, and all ad valorem taxes levied and collected for and on account of said Bonds shall
be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while
any of said Bonds are outstanding and unpaid, the governing body of said Town shall compute and
ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money
required to pay the interest on said Bonds as such interest comes due, and to provide and maintain
a sinking fund adequate to pay the principal of said Bonds as such principal matures (but never
less than 2% of the original amount of said Bonds as a sinking fund each year); and said tax shall
be based on the latest approved tax rolls of said Town, with full allowances being made for tax
delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby
levied, and is hereby ordered to be levied, against all taxable property in said Town, for each year
while any of said Bonds are outstanding and unpaid, and said tax shall be assessed and collected
each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad
valorem taxes sufficient to provide for the payment of the interest on and principal of said Bonds,
as such interest comes due and such principal matures, are hereby pledged for such payment,
within the limit prescribed by law. If lawfully available moneys of the Town are actually on
deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are
scheduled to be levied for any year, then the amount of taxes that otherwise would have been
required to be levied pursuant to this Section may be reduced to the extent and by the amount of
the lawfully available funds then on deposit in the Interest and Sinking Fund.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the
pledge of the taxes granted by the Town under this Section, and is therefore valid, effective, and
perfected. Should State law be amended at any time while the Bonds are outstanding and unpaid,
the result of such amendment being that the pledge of the taxes granted by the Town under this
Section is to be subject to the filing requirements of Chapter 9, Business and Commerce Code, in
order to preserve to the registered owners of the Bonds a security interest in said pledge, the Town
agrees to take such measures as it determines are reasonable and necessary under State law to
comply with the applicable provisions of Chapter 9, Texas Business and Commerce Code and
enable a filing of a security interest in said pledge to occur.
Section 7. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of
the principal of such Bond, plus interest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with
an agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful
money of the United States of America sufficient to make such payment or (2) Defeasance
Securities that mature as to principal and interest in such amounts and at such times as will insure
the availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the Town with the Paying Agent/Registrar for the
payment of its services until all Defeased Bonds shall have become due and payable. At such time
1 as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the
1 interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad
valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and
interest shall be payable solely from such money or Defeasance Securities, and thereafter the Town
will have no further responsibility with respect to amounts available to the Paying Agent/Registrar
(or other financial institution permitted by applicable law) for the payment of such Defeased
Bonds, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or
other financial institution permitted by applicable law) to receive payment when due on the
Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it
is hereby provided that any determination not to redeem Defeased Bonds that is made in
conjunction with the payment arrangements specified in subsections (a)(i) or (ii) of this Section
shall not be irrevocable, provided that (1) in the proceedings providing for such payment
arrangements, the Town expressly reserves the right to call the Defeased Bonds for redemption;
(2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately
following the making of the payment arrangements; and (3) directs that notice of the reservation
be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Town also be invested in Defeasance Securities, maturing in the amounts and times
as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Town, or deposited as
directed in writing by the Town. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsections (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by
the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with
respect to which such money has been so deposited, shall be remitted to the Town or deposited as
directed in writing by the Town.
(c) The term "Defeasance Securities" means any securities and obligations now or
hereafter authorized by State law that are eligible to refund, retire or otherwise discharge
obligations such as the Bonds.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the Town shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
(e) In the event that the Town elects to defease less than all of the principal amount of
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount
of Bonds by such random method as it deems fair and appropriate.
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered,
a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner
applying for a replacement bond shall furnish to the Town and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
registered owner shall furnish to the Town and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond. In every case of damage or mutilation
of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the
Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then continuing
in the payment of the principal of or interest on the Bond, the Town may authorize the payment of
the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in this
Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing, and other expenses in connection therewith. Every replacement bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the Town whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter B,
Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of
any such replacement bond without necessity of further action by the governing body of the Town
or any other body or person, and the duty of the replacement of such bonds is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate
and deliver such Bonds in the form and manner and with the effect, as provided in this Ordinance
for Bonds issued in conversion and exchange for other Bonds.
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION,
IF OBTAINED. The Mayor (or, in the absence of the Mayor, the Mayor Pro Tem) is hereby
authorized to have control of the Bonds initially issued and delivered hereunder and all necessary
records and proceedings pertaining to the Bonds pending their delivery and their investigation,
examination and approval by the Attorney General, and their registration by the Comptroller.
Upon registration of the Bonds, the Comptroller (or a deputy designated in writing to act for the
Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on such Bond.
The approving legal opinion of the Town's Bond Counsel and the assigned CUSIP numbers may,
at the option of the Town, be printed on the Bonds issued and delivered under this Ordinance, but
neither shall have any legal effect, and shall be solely for the convenience and information of the
registered owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear an
appropriate legend as provided by the insurer.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS. (a) Covenants. The Town covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations described
in section 103 of the Code, the interest on which is not includable in the "gross income" of the
holder for purposes of federal income taxation. In furtherance thereof, the Town covenants as
follows:
(i) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use," as defined in section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used,
such amounts, whether or not received by the Town, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(ii) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(iii) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(iv) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(v) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(vi) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with:
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 90 days or less
until such proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148 1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(vii) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(viii) to refrain from using the proceeds of the Bonds or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bonds in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(ix) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and
to pay to the United States of America, not later than 60 days after the Bonds have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the Town for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the bondholders. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The Town understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the Refunded Obligations expended prior to the Delivery Date.
It is the understanding of the Town that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department of
the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated
which modify or expand provisions of the Code, as applicable to the Bonds, the Town will not be
required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Bonds, the Town agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of
such intention, the Town hereby authorizes and directs the Mayor, the Mayor Pro Tem, the Town
Manager, the Town Secretary and each Pricing Officer to execute any documents, certificates or
reports required by the Code and to make such elections, on behalf of the Town, which may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Projects. The Town covenants that the Projects financed with the
proceeds of the Bonds issued in accordance with the Election or refinanced through the refunding
of the Refunded Obligations, as described in the recitals to this Ordinance, will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Town of cash or other
compensation, unless the Town obtains an opinion of nationally -recognized bond counsel that such
sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes
of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Town shall not be obligated to comply with this covenant
if it obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
(e) Allocation of, and Limitation on, Expenditures for the Projects. The Town
covenants to account for the expenditure of sale proceeds and investment earnings to be used for
the construction and acquisition of the Projects on its books and records by allocating proceeds to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Projects are completed. The foregoing notwithstanding, the Town shall not expend sale proceeds
or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of
the Delivery Date, or (2) the date the Bonds are retired, unless the Town obtains an opinion of
nationally -recognized bond counsel that such expenditure will not adversely affect the status, for
federal income tax purposes, of the Bonds or the interest thereon. For purposes hereof, the Town
shall not be obligated to comply with this covenant if it obtains an opinion that such failure to
comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
Section 11. SALE OF BONDS; OFFICIAL STATEMENT. (a) The Bonds shall be sold
and delivered subject to the provisions hereof and pursuant to the terms and provisions of a bond
purchase agreement, notice of sale and bidding instructions or private placement agreement
(collectively and individually, the "Purchase Contract"), each of which the Pricing Officer is
hereby authorized to execute and deliver and in which the Underwriter shall be designated. The
Bonds shall initially be registered in the name of the Underwriter, unless otherwise set forth in the
Pricing Certificate.
(b) The Pricing Officer is hereby authorized, in the name and on behalf of the Town, to
approve the distribution and delivery of a preliminary official statement and a final official
statement relating to the Bonds to be used by the Underwriter in the marketing of the Bonds, if
applicable.
Section 12. FURTHER PROCEDURES; ENGAGEMENT OF BOND COUNSEL;
ATTORNEY GENERAL FILING FEE; APPROPRIATION. (a) The Mayor, the Mayor Pro Tem,
the Town Manager, the Town Secretary and each Pricing Officer, individually or jointly, shall be
and they 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 under the corporate seal and on behalf of the Town such documents, certificates and
instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry
out the terms and provisions of this Ordinance, the Letter of Representations, the Bonds and the
sale of the Bonds. In addition, prior to the delivery of the Bonds, the Mayor, the Mayor Pro Tern,
the Town Manager, the Town Secretary and each Pricing Officer 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 this Ordinance or such other document, or (ii) as requested by the Attorney General
or his representative to obtain the approval of the Bonds by the Attorney General. In case any
officer whose signature shall appear on any Bond shall cease to be such officer before the delivery
of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same
as if such officer had remained in office until such delivery.
(b) The obligation of the Underwriter to accept delivery of the Bonds is subject to the
Underwriter being furnished with the final, approving opinion of McCall, Parkhurst & Horton
L.L.P., bond counsel to the Town, which opinion shall be dated as of and delivered on the Delivery
Date. The engagement of such firm as bond counsel to the Town in connection with issuance, sale
and delivery of the Bonds is hereby approved and confirmed.
(c) To pay the debt service coming due on the Bonds, if any (as determined by the Pricing
Certificate) prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated
from current funds on hand, which are hereby certified to be on hand and available for such
purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other
purpose.
(d) In accordance with the provisions of Section 1202.004, Texas Government Code, in
connection with the submission of the Bonds to the Attorney General for review and approval, a
statutory fee (an amount equal to 0.1% principal amount of the Bonds, subject to a minimum of
$750 and a maximum of $9,500) is required to be paid to the Attorney General upon the submission
of the transcript of proceedings for the Bonds. The Town hereby authorizes and directs that a
check in the amount of the Attorney General filing fee for the Bonds, made payable to the "Texas
Attorney General," be promptly furnished to the Town's Bond Counsel, for payment to the
Attorney General in connection with his review of the Bonds.
Section 13. COMPLIANCE WITH RULE 15c2-12. (a) If the Bonds are sold by public
offering, and are subject to the Rule (as defined below), the following provisions shall apply, unless
modified by the Pricing Officer in the Pricing Certificate:
(i) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation" means a: (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) a guarantee of the foregoing (a) and (b). The term Financial Obligation does not
include any municipal securities as to which a final official statement has been provided to the
MSRB consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions under the Rule.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(ii) Annual Reports. (A) The Town shall provide annually to the MSRB, within the
timeframe set forth in the Pricing Certificate, in the electronic format prescribed by the MSRB,
certain updated financial information and operating data pertaining to the Town, being the
information described in the Pricing Certificate.
(B) Any financial information described in the Pricing Certificate to be
provided shall be (i) prepared in accordance with the accounting principles described in the
financial statements of the Town appended to the Official Statement, or such other
accounting principles as the Town may be required to employ from time to time pursuant
to state law or regulation, and (ii) audited, if the Town commissions an audit of such
statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is not completed within the period set
forth in the Pricing Certificate, then the Town shall provide unaudited financial information
of the type described in the Pricing Certificate within such period, and audited financial
statements for the applicable fiscal year to the MSRB, when and if the audit report on such
statements becomes available.
(C) If the Town 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 Town
otherwise would be required to provide financial information and operating data pursuant
to this Section.
(D) All financial information, operating data, financial statements and notices
required by this Section to be provided to the MSRB shall be provided in an electronic
format and be accompanied by identifying information prescribed by the MSRB. Financial
information and operating data to be provided pursuant to this Section may be set forth in
full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document) available to the public on the
MSRB's Internet Web site or filed with the SEC.
(iii) Event Notices. The Town shall notify the MSRB, in a timely manner not in excess
of ten business days after the occurrence of the event, of any of the following events with respect
to the Bonds:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed 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 Town;
(13) The consummation of a merger, consolidation, or acquisition involving the
Town or the sale of all or substantially all of the assets of the Town, 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 paying agent/registrar or the
change of name of a paying agent/registrar, if material;
(15) Incurrence of a Financial Obligation of the Town, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the Town, any of which affect security
holders, if material; and
(16) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the Town,
any of which reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Town 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 Town, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers of the Town 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 Town, and (b) the Town intends the words used in the immediately preceding
paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same
meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated
August 20, 2018.
The Town shall notify the MSRB, in a timely manner, of any failure by the Town to provide
financial information or operating data in accordance with subsection (a)(ii) of this Section by the
time required by subsection (a)(ii).
(iv) Limitations, Disclaimers and Amendments. (A) The Town shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long as,
the Town remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the Town in any event will give notice of any deposit made in accordance with this
Ordinance or applicable law that causes the Bonds no longer to be outstanding.
(B) The provisions of this Section are for the sole benefit of the registered
owners 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 Town 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 Town'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 Town does not make
I
1 any representation or warranty concerning such information or its usefulness to a decision
Jto invest in or sell Bonds at any future date.
(C) UNDER NO CIRCUMSTANCES SHALL THE TOWN BE LIABLE TO
THE REGISTERED OWNER 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 TOWN, 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.
(D) No default by the Town in observing or performing its obligations under
this Section shall comprise a breach of or default under the 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 Town under federal and state securities
laws.
(E) The provisions of this Section may be amended by the Town from time to
time to adapt to changed circumstances that arise from a change in legal requirements, a
change in law, or a change in the identity, nature, status, or type of operations of the Town,
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 since
such offering as well as such changed circumstances and (2) either (a) the registered owners
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 Town (such as
nationally recognized bond counsel) determined that such amendment will not materially
impair the interest of the registered owners and beneficial owners of the Bonds. If the
Town so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this
Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
The Town may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to
the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(b) If the Bonds are sold by private placement, the Pricing Officer may agree to provide
for an undertaking in accordance with the Rule or may agree to provide other public information
to the Underwriter as may be necessary for the sale of the Bonds on the most favorable terms to
the Town.
Section 14. METHOD OF AMENDMENT. The Town hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to -wit:
(a) The Town may from time to time, without the consent of any Registered Owner,
except as otherwise required by paragraph (b) below, amend or supplement this Ordinance to
(i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely
affect the interests of the Registered Owners, (ii) grant additional rights or security for the benefit
of the Registered Owners, (iii) add events of default as shall not be inconsistent with the provisions
of this Ordinance and that shall not materially adversely affect the interests of the Registered
Owners, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
corresponding provisions of federal laws from time to time in effect, or (iv) make such other
provisions in regard to matters or questions arising under this Ordinance as shall not be materially
inconsistent with the provisions of this Ordinance and that shall not, in the opinion of nationally -
recognized bond counsel, materially adversely affect the interests of the Registered Owners.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in a
majority of the principal amount of then outstanding Bonds that are the subject of a proposed
amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the Town; provided, however, that without the consent of 100%
of the Registered Owners in aggregate principal amount of the then outstanding Bonds, nothing
herein contained shall permit or be construed to permit amendment of the terms and conditions of
this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition with
respect to such payment; or
(5) Change the minimum percentage of the principal amount of the Bonds
necessary for consent to such amendment.
(c) If at any time the Town shall desire to amend this Ordinance under this Section, the
Town shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed
amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the
Town shall receive an instrument or instruments executed by the Registered Owners of at least a
majority in aggregate principal amount of all of the Bonds then outstanding that are required for
the amendment (or 100% if such amendment is made in accordance with paragraph (b)), which
instrument or instruments shall refer to the proposed amendment and which shall specifically
consent to and approve such amendment, the Town may adopt the amendment in substantially the
same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Town and all
Registered Owners of such affected Bonds shall thereafter be determined, exercised, and enforced,
subject in all respects to such amendment.
(f) Any consent given by the Registered Owner of a Bond pursuant to the provisions
of this Section shall be irrevocable for a period of six months from the date of such consent and
shall be conclusive and binding upon all future Registered Owners of the same Bond during such
period. Such consent may be revoked at any time after six months from the date of said consent
by the Registered Owner who gave such consent, or by a successor in title, by filing notice with
the Town, but such revocation shall not be effective if the Registered Owners the required amount
of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and
approved the amendment.
(g) For the purposes of establishing ownership of the Bonds, the Town shall rely solely
upon the registration of the ownership of such Bonds on the Registration Books kept by the Paying
Agent/Registrar.
Section 15. REDEMPTION OF REFUNDED OBLIGATIONS. (a) Subject to execution
and delivery of the Purchase Contract with the Town, the Town hereby directs that the Refunded
Obligations be called for redemption on the dates and at the prices set forth in the Pricing
Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be issued
the Notices of Redemption of the Refunded Obligations in substantially the form set forth in
Exhibit B attached hereto to the paying agent for the Refunded Obligations. The Notices of
Redemption of the Refunded Obligations as they appear in Exhibit B shall be completed, amended
and modified by Bond Counsel to incorporate the information set forth in the Pricing Certificate,
but it is not required for the Notices of Redemption of the Refunded Obligations to be reproduced
as an exhibit to the Pricing Certificate.
(b) The paying agent/registrar for the Refunded Obligations is hereby directed to provide
the appropriate notice of redemption as required by the Refunded Obligations and is hereby
directed to make appropriate arrangements so that the Refunded Obligations may be redeemed on
the redemption date.
(c) If the redemption of the Refunded Obligations results in the partial refunding of any
maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar
for the Refunded Obligations to designate at random and by lot which of the Refunded Obligations
will be payable from and secured solely from ad valorem taxes of the Town pursuant to the
ordinances of the Town authorizing the issuance of such Refunded Obligations (the "Refunded
Obligation Ordinance"). For purposes of such determination and designation, all Refunded
Obligations registered in denominations greater than $5,000 shall be considered to be registered
in separate $5,000 denominations. The paying agent/registrar shall notify by first-class mail all
registered owners of all affected bonds of such maturities that: (i) a portion of such bonds have
been refunded and are secured until final maturity solely with cash and/or investments maintained
by the Escrow Agent in the Escrow Fund, (ii) the principal amount of all affected bonds of such
maturities registered in the name of such registered owner that have been refunded and are payable
solely from cash and/or investments in the Escrow Fund and the remaining principal amount of all
affected bonds of such maturities registered in the name of such registered owner, if any, have not
been refunded and are payable and secured solely from ad valorem taxes of the Town as described
in the Refunded Obligation Ordinance, (iii) the registered owner is required to submit his or her
Refunded Obligations to the paying agent/registrar, for the purposes of re -registering such
registered owner's bonds and assigning new CUSIP numbers in order to distinguish the source of
payment for the principal and interest on such bonds, and (iv) payment of principal of and interest
on such bonds may, in some circumstances, be delayed until such bonds have been re -registered
and new CUSIP numbers have been assigned as required by (iii) above.
(d) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their respective maturity or redemption dates shall be from the funds deposited
with the Escrow Agent, pursuant to the Escrow Agreement, or pursuant to such other arrangement
determined by the Pricing Officer in the Pricing Certificate.
Section 16. INTEREST EARNINGS ON BOND PROCEEDS; USE OF PREMIUM
RECEIVED FROM SALE OF BONDS. (a) Interest Eamings. Interest earnings derived from the
proceeds that are deposited to the Capital Projects Fund (defined below) shall be retained therein
and used for the purposes for which the Bonds were issued, provided that after the completion of
such purposes, any amounts remaining therein shall be deposited to the Interest and Sinking Fund
for the Bonds. It is further provided, however, that any interest earnings on bond proceeds that are
required to be rebated to the United States of America pursuant to this Ordinance in order to
prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest
earnings for purposes of this Section.
(b) Use of Bond Premium. The net premium received from the sale of the Bonds shall
be applied as determined by the Pricing Officer in the Pricing Certificate.
(c) Use of Bond Proceeds.
(i) The Town has heretofore created and established, and hereby covenants to
continue to maintain on the books of the Town, a separate fund entitled the "Capital
Projects Fund" (the "Capital Projects Fund") for use by the Town for payment of all lawful
costs associated with the Projects. Proceeds of the Bonds in the amount determined by the
Pricing Officer in the Pricing Certificate shall be deposited into the Capital Projects Fund.
In addition, the amount to be applied against each bond proposition shall be determined by
the Pricing Officer in the Pricing Certificate, and the table in the preambles hereto shall be
reproduced in the Pricing Certificate to reflect such determination. Upon payment of all
Project costs, any Bond proceeds remaining on deposit in the Capital Projects Fund shall
be transferred to the Interest and Sinking Fund. Amounts so deposited to the Interest and
Sinking Fund shall be used in the manner described in this Ordinance.
(ii) The Town may place proceeds of the Bonds (including investment earnings
thereon) and amounts deposited into the Interest and Sinking Fund in investments
authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code,
as amended; provided, however, that the Town hereby covenants that the proceeds of the
sale of the Bonds will be used as soon as practicable for the Projects.
(iii) All deposits authorized or required by this Ordinance shall be secured to the
fullest extent required by law for the security of public funds.
Section 17. GOVERNING LAW. This Ordinance shall be construed and enforced in
accordance with the laws of the State and the United States of America.
Section 18. 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 this governing body hereby declares
that this Ordinance would have been enacted without such invalid provision.
Section 19. EVENTS OF DEFAULT. Each of the following occurrences or events for the
purpose of this Ordinance is hereby declared to be an event of default (an "Event of Default"):
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement
or obligation of the Town, the failure to perform which materially, adversely affects the
rights of the Registered Owners, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60
days after notice of such default is given by any Registered Owner to the Town.
Section 20. REMEDIES FOR DEFAULT. (a) Upon the happening of any Event of
Default, then and in every case, any Owner or an authorized representative thereof, including, but
not limited to, a trustee or trustees therefor, may proceed against the Town for the purpose of
protecting and enforcing the rights of the Owners under this Ordinance, by mandamus or other
suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or agreement
contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any
right of the Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds then outstanding.
Section 21. REMEDIES NOT EXCLUSIVE. (a) No remedy herein conferred or reserved
is intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given hereunder or
under the Bonds or now or hereafter existing at law or in equity; provided, however, that
notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced
by the Bonds shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(c) By accepting the delivery of a Bond authorized under this Ordinance, such Owner
agrees that the certifications required to effectuate any covenants or representations contained in
this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or officials of the Town or the Council.
Section 22. EFFECTIVE DATE. In accordance with the provisions of Texas Government
Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the
Council.
Schedule I
SCHEDULE OF ELIGIBLE REFUNDED OBLIGATIONS
Town of Prosper, Texas, General Obligation Refunding Bonds, Series 2013
Town of Prosper, Texas, Combination Tax and Surplus Revenue Certificates of Obligation, Series 2013
Exhibit A
FORM OF BOND
(a) The form of the Bond, including the form of Paying Agent/Registrar's
Authentication Certificate, the form of Assignment and the form of Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be attached only to the Bonds initially
issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions as are permitted or required by this
Ordinance and with the Bonds to be completed with information set forth in the Pricing Certificate.
The Form of Bond as it appears in this Exhibit A shall be completed, amended and modified by
Bond Counsel to incorporate the information set forth in the Pricing Certificate, but it is not
required for the Form of Bond to be reproduced as an exhibit to the Pricing Certificate.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
TOWN OF PROSPER, TEXAS, $
GENERAL OBLIGATION REFUNDING
AND IMPROVEMENT BOND,
SERIES 2023
INTEREST DELIVERY MATURITY
RATE DATE DATE CUSIP NO.
92023 , 20
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE specified above, TOWN OF PROSPER, TEXAS, in Collin
and Denton Counties, Texas (the "Town"), being a political subdivision of the State of Texas,
hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter
called the "registered owner") the principal amount set forth above, and to pay interest thereon
from the [Delivery Date, on February 15, 2024, and on each August 15 and February 15] thereafter
to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate
per annum specified above; except that if this Bond is required to be authenticated and the date of
its authentication is later than the first Record Date (hereinafter defined), such principal amount
shall bear interest from the interest payment date next preceding the date of authentication, unless
such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due
but has not been paid, then this Bond shall bear interest from the date to which such interest has
been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity,
or upon the date fixed for its redemption prior to maturity, at the designated corporate trust office
1 of [U.S. Bank Trust Company, National Association, Dallas, Texas], which is the "Paying
I! Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest payment date by check or draft,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Town required by the ordinance authorizing the issuance of the Bonds (the
"Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the [last business day] of the month next preceding each
such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described. In addition, interest may be paid by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the
event of a non-payment of interest on a scheduled payment date, and for 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
Town. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five business
days prior to the Special Record Date by United States mail, first-class postage prepaid, to the
address of each owner of a Bond appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior
to maturity as provided herein shall be paid to the registered owner upon presentation and surrender
of this Bond for payment at the principal corporate trust office of the Paying Agent/Registrar. The
Town covenants with the registered owner of this Bond that on or before each principal payment
date and interest payment date for this Bond it will make available to the Paying Agent/Registrar,
from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of and interest on the
Bonds, when due.
IF THE DATE for any payment due on this Bond shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the city where the principal corporate trust office
of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the original date payment was due.
THIS BOND is dated as of , 2023, authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of $ for the public purpose of
(i) designing, constructing, improving and equipping public safety facilities in the Town,
consisting of fire stations, an emergency operations center, a public safety training facility and
administrative facilities relating thereto; (ii) designing, constructing, improving and equipping
parks, trails and recreational facilities in the Town and the acquisition of land and interests in land
for such purposes; (iii) constructing, improving, extending, expanding, upgrading and developing
streets and roads, bridges and intersections in the Town and related drainage improvements, utility
relocations, landscaping, curbs and sidewalks, traffic safety and operational improvements,
entryway signage and other street and road signage and costs associated with such projects, and
A-2
interests in land as may be necessary for such purposes, and excluding certain road projects to be
funded with other obligation; (iv) refunding a portion of the Town's outstanding general obligation
debt, and (v) paying the costs incurred in connection with the issuance of the Bonds.
ON , 20_ or on any date thereafter, the Bonds may be redeemed prior to their
scheduled maturities, at the option of the Town, with funds derived from any available and lawful
source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be
redeemed shall be selected and designated by the Town (provided that a portion of a Bond may be
redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal
amount to be redeemed plus accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, to the registered owner of each Bond to be
redeemed at its address as it appeared at the close of business on the day of mailing such notice;
provided, however, that the failure of the registered owner to receive such notice, or any defect
therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Bond. By the date fixed for any such redemption, due
provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If such written
notice of redemption is sent and if due provision for such payment is made, all as provided above,
the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated
as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed
for redemption, and they shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds
provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000, at the written request of the registered owner,
and in aggregate amount equal to the unredeemed portion thereof, will be issued to the registered
owner upon the surrender thereof for cancellation, at the expense of the Town, all as provided in
the Bond Ordinance.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE BONDS, unless certain
prerequisites to such redemption required by the Bond 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 may, at the option of the Town, be
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 Town 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.
.J
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
A-3
Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate amount of fully
registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee
or assignees, as the case may be, having any authorized denomination or denominations as
requested in writing by the appropriate registered owner, assignee or assignees, as the case may
be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance
with the form and procedures set forth in the Bond Ordinance. Among other requirements for such
assignment and transfer, this Bond must be presented and surrendered to the Paying
Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any authorized denomination to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be registered. The
form of Assignment printed or endorsed on this Bond may be executed by the registered owner to
evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Bond or any portion or portions hereof from time to time by the registered owner. The Paying
Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring,
converting and exchanging any Bond or portion thereof will be paid by the Town. In any
circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
make any such transfer or exchange of any Bonds during the period commencing with the close of
business on any Record Date and ending with the opening of business on the next following
principal or interest payment date or, with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 30 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Town,
resigns, or otherwise ceases to act as such, the Town has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law; and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Town, and have been pledged for such payment, within the
limits prescribed by law.
THE TOWN ALSO HAS RESERVED THE RIGHT to amend the Bond Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the registered owners of a majority in aggregate principal amount of the outstanding
Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
FEW
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Town, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Town.
IN WITNESS WHEREOF, the Town has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Town and countersigned with the manual or facsimile
signature of the Town Secretary of the Town, and has caused the official seal of the Town to be
duly impressed, or placed in facsimile, on this Bond.
Town Secretary
Mayor
Town of Prosper, Texas Town of Prosper, Texas
(Town Seal)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series
which originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated:
[U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
Dallas, Texas,]
Paying Agent/Registrar
am
(c) Form of Assignment.
Authorized Representative
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
A-5
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of
the within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this Bond
in every particular, without alteration or
enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
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 that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
(e) Insertions for the Initial Bond.
(i) The initial Bond shall be in the form set forth in paragraph (a) of this Section,
except that:
(A) immediately under the name of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As
shown below" and "CUSIP NO. " shall be deleted.
(B) the first paragraph shall be deleted and the following will be inserted:
"THE TOWN OF PROSPER, TEXAS (the "Town"), being a political subdivision located
in Collin and Denton Counties, Texas, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner"), on in each of the
years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Maturity Principal Interest
Date Amount Rate
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
The Town promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the [Delivery Date] at the respective Interest
Rate per annum specified above. Interest is payable on [February 15, 2024 and on each August
15 and February 15] thereafter to the date of payment of the principal installment specified above,
or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the
next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due
but has not been paid, then this Bond shall bear interest from the date to which such interest has
been paid in full."
(C) The initial Bond shall be numbered "T-1."
A-7
Exhibit B
NOTICE OF DEFEASANCE AND REDEMPTION
TOWN OF PROSPER, TEXAS
(COLLIN AND DENTON COUNTIES, TEXAS)
NOTICE IS HEREBY GIVEN that the Town of Prosper, Texas (the "Town") has called for early
redemption the outstanding bonds of the Town described as follows:
Town of Prosper, Texas, General Obligation Refunding Bonds, Series 2013 (the
"Series 2013 Bonds"), maturing on August 15 in the years and in the amounts shown
below. Such Series 2013 Bonds have been called for redemption on 12023
(the "Redemption Date") at the redemption price of par and accrued interest to the
Redemption Date (the "Redemption Price"):
Maturity Principal CUSIP Maturity Principal CUSIP
Date Amount Number Date Amount Number
2024
2028
2025
2029
2026
***
2027
2033
aggregating $ in principal amount. On , 2023, funds were deposited with the paying
agent/registrar for the Series 2013 Bonds in an amount sufficient to redeem the Series 2013 Bonds
on the Redemption Date, and such Series 2013 Bonds shall be paid from amounts held in a trust
account administered by the paying agent/registrar, until the Redemption Date, when the
Redemption Price shall be paid upon presentation of the Series 2013 Bonds to the paying
agent/registrar thereof.
Upon presentation of the Series 2013 Bonds at the paying agent/registrar on the Redemption Date,
the holder thereof shall be entitled to receive the Redemption Price, and thereafter the Series 2013
Bonds shall no longer bear interest.
TOWN OF PROSPER, TEXAS
WE
NOTICE OF DEFEASANCE AND REDEMPTION
TOWN OF PROSPER, TEXAS
(COLLIN AND DENTON COUNTIES, TEXAS)
NOTICE IS HEREBY GIVEN that the Town of Prosper, Texas (the "Town") has called for early
redemption the outstanding obligations of the Town described as follows:
Town of Prosper, Texas, Combination Tax and Surplus Revenue Certificates of
Obligation, Series 2013 (the "Series 2013 Certificates"), maturing on August 15 in
the years and in the amounts shown below. Such Series 2013 Certificates have been
called for redemption on , 2023 (the "Redemption Date") at the redemption
price of par and accrued interest to the Redemption Date (the "Redemption Price"):
Maturity Principal CUSIP
Date Amount Number
Maturity Principal CUSIP
Date Amount Number
2024
2028
2025
2029
2026
***
2027
2033
aggregating $ in principal amount. On , 2023, funds were deposited with the paying
agent/registrar for the Series 2013 Certificates in an amount sufficient to redeem the Series 2013
Certificates on the Redemption Date, and such Series 2013 Certificates shall be paid from amounts
held in a trust account administered by the paying agent/registrar, until the Redemption Date, when
the Redemption Price shall be paid upon presentation of the Series 2013 Certificates to the paying
agent/registrar thereof.
Upon presentation of the Series 2013 Certificates at the paying agent/registrar on the Redemption
Date, the holder thereof shall be entitled to receive the Redemption Price, and thereafter the Series
2013 Certificates shall no longer bear interest.
TOWN OF PROSPER, TEXAS
I
ti
S
CERTIFICATE FOR ORDINANC
THE STATE OF TEXAS
COUNTIES OF COLLIN AND DENTON
TOWN OF PROSPER
We, the undersigned officers of the Town of Prosper, Texas (the "Town"), hereby certify
as follows:
1. The Town Council of the Town (the "Council") convened in a regular meeting on
July 25, 2023, at the designated meeting place, and the roll was called of the duly constituted
officers and members of the Council, to wit:
David F. Bristol, Mayor
Craig Andres, Mayor Pro-Tem
Marcus E. Ray, Deputy Mayor Pro-Tem
Amy Bartley, Councilmember
Jeff Hodges, Councilmember
Charles Cotton, Councilmember
Chris Kern, Councilmember
Michelle Lewis Sirianni, Town Secretary
and all of said persons were present except , thus
constituting a quorum. Whereupon, among other business, the following was transacted at said
meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF PROSPER, TEXAS,
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2023,
ESTABLISHING SALE PARAMETERS, PROVIDING FOR THE SECURITY FOR AND
PAYMENT OF SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING TO
THE SUBJECT
was duly introduced for the consideration of the Council. It was then duly moved and seconded
that said Ordinance be adopted and, after due discussion, said motion, carrying with it the adoption
of said Ordinance, prevailed and carried with all members present voting "AYE" except the
following:
NAY: ABSTAIN:
2. A true, full and correct copy of the aforesaid Ordinance adopted at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Ordinance has been duly recorded in the Council's minutes of said meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the Councils minutes of said meeting
pertaining to the adoption of said Ordinance; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting officers and members of the Council as
indicated therein; that each of the officers and members of the Council was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the aforesaid
meeting, and that said Ordinance would be introduced and considered for adoption at said meeting,
and each of said officers and members consented, in advance, to the holding of said meeting for
such purpose, and that said meeting was open to the public and public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 551, Texas Government Code.