O-2024-49 Issuance and Sale of Combination Tax and Surplus Revenue Certificates of Obligation, Series 2024 - Doe Branch Expansion Phase 3 & Parallel InterceptorAFFIDAVIT OF POSTING
THE STATE OF TEXAS §
COUNTIES OF COLLIN AND DENTON §
TOWN OF PROSPER §
BEFORE ME, a notary public in and for the State of Texas, on this day personally
appeared the person whose name is subscribed below, who, having been duly sworn, says upon
oath, that:
On May 28, 2024, a true and correct copy of the attached NOTICE OF INTENTION TO
ISSUE CERTIFICATES OF OBLIGATION OF THE TOWN OF PROSPER, TEXAS was duly
posted prominently on the Town's internet website at the following link:
https://www.prospertx.gov/485/Public-Notices, and remained continuously posted until July 23,
2024, which was the date for the passage of the ordinance authorizing the issuance of the
certificates of obligation.
Signature: i 166kxk'
Affiant
Name, Title: Michelle Lewis Sirianni, Town Secretary
SUBSCRIBED AND SWORN TO BEFORE ME on the ?-6 day of July, 2024.
KHARA SHERRILL
Notary Public, State of Texas
Comm. Expires 04-04-2026
Notary ID 131515677
Notary Public
(Notary Seal)
CERTIFICATE 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 23, 2024, 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
Marcus E. Ray, Mayor Pro-Tem
Amy Bartley, Deputy Mayor Pro -Tern
Craig Andres, Councilmember
Chris Kern, Councilmember
Jeff Hodges, Councilmember
Cameron Reeves, Councilmember
Michelle Lewis Sirianni, Town Secretary
and all of said persons were present except ry , 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,
COMBINATION TAX AND SURPLUS REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2024; ESTABLISHING SALE PARAMETERS; PROVIDING FOR THE
SECURITY FOR AND PAYMENT OF SAID CERTIFICATES; 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: 0
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 23, 2024.
t
Michelle Lewis Sirianni, Town Secretary
Town of Prosper, Texas
(Town Seal) OF
1914
TEX 5
David F. Bristol, Mayor
Town of Prosper, Texas
TOWN OF PROSPER, TEXAS
ORDINANCE 2024-49
ORDINANCE AUTHORIZING THE ISSUANCE OF TOWN OF PROSPER,
TEXAS, COMBINATION TAX AND SURPLUS REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2024; ESTABLISHING SALE
PARAMETERS; PROVIDING FOR THE SECURITY FOR AND
PAYMENT OF SAID CERTIFICATES; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT.
THE STATE OF TEXAS §
COLLIN AND DENTON COUNTIES §
WHEREAS, the Town Council (the "Council") of the Town of Prosper, Texas (the
"Town"), deems it advisable to issue Certificates of Obligation in the amount of up to $31,500,000
for the purposes hereinafter set forth; and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be
issued and delivered for cash pursuant to Subchapter C of Chapter 271, Texas Local Government
Code, Subchapter B, Chapter 1502, Texas Government Code and Chapter 1371, Texas
Government Code; and
WHEREAS, the Council has heretofore passed a resolution authorizing and directing the
Town Secretary to give notice of intention to issue Certificates of Obligation, and said notice has
been duly published in a newspaper of general circulation in said Town, said newspaper being a
"newspaper" as defined in Section 2051.044, Texas Government Code, and posted to the Town's
Internet website, all in timing and manner provided in Section 271.049, Texas Local Government
Code; and
WHEREAS, the Town received no petition from the qualified electors of the Town
protesting the issuance of such Certificates of Obligation; and
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose
as any of the projects being financed with the proceeds of the Certificates was submitted to the
voters of the Town during the preceding three years and failed to be approved; and
WHEREAS, the Town is an "issuer" within the meaning of 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 in 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, 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 time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Texas Government Code,
Chapter 551;
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF PROSPER, TEXAS:
Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE
CERTIFICATES.
(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 Certificates are hereby authorized to be issued and delivered in the maximum
aggregate principal amount hereinafter set forth for the Projects (defined below) and to pay legal,
fiscal and engineering fees in connection with the Projects, including payment of the costs of
issuance of the Certificates.
(c) Each Certificate issued pursuant to this Ordinance shall be designated (unless
otherwise provided in the Pricing Certificate): "TOWN OF PROSPER, TEXAS, COMBINATION
TAX AND SURPLUS REVENUE CERTIFICATE OF OBLIGATION, SERIES 2024," and
initially there shall be issued, sold and delivered hereunder fully registered Certificates, without
interest coupons, payable to the respective registered owners thereof (with the initial Certificate
being made payable to the Underwriter as described herein), or to the registered assignee or
assignees of said Certificates or any portion or portions thereof (in each case, the "Registered
Owner"). The Certificates 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.
"Authorized Officials" shall mean the Mayor, the Mayor Pro Tem, the Town Secretary and
each Pricing Officer.
"Certificates" shall mean and include the Certificates initially issued and delivered pursuant
to this Ordinance and all substitute Certificates exchanged therefor, as well as all other substitute
Certificates and replacement Certificates issued pursuant hereto, and the term "Certificate" shall
mean any of the Certificates.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State.
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"Delivery Date" shall mean the date or dates of delivery of the Certificates to the
Underwriter against payment therefor, as determined by the Pricing Officer in the Pricing
Certificate.
"Projects" shall mean extending, constructing and improving the Town's sewer system,
including acquiring sewage treatment capacity in the Doe Branch Water Reclamation Plant of the
Upper Trinity Regional Water District ("Upper Trinity"), which is to be owned and operated by
Upper Trinity as part of its Northeast Regional Water Reclamation System.
"Purchase Contract" shall mean (i) a purchase agreement between the Town and the
Underwriter, pertaining to the purchase of the Certificates by the Underwriter sold through a
negotiated sale conducted as a public underwriting; (ii) a private placement agreement between
the Town and the Underwriter, pertaining to the purchase of the Certificates by the Underwriter
sold through a negotiated sale conducted as a private placement; and (iii) the bid form prepared in
accordance with the notice of sale and bidding instructions and submitted by potential purchasers
of any Certificates sold pursuant to a competitive sale.
"State" shall mean the State of Texas.
"Underwriter" shall mean the initial purchaser(s) of the Certificates designated by the
Pricing Officer in the Pricing Certificate.
Section 3. DELEGATION TO PRICING OFFICER.
(a) As authorized by Section 1371.053, Texas Government Code, as amended, the
Deputy Town Manager and the Town Manager of the Town are each individually authorized to
act on behalf of the Town in selling and delivering the Certificates (of which officers, the officer
executing the Pricing Certificate shall be hereinafter referred to as, and shall for all purposes be,
the "Pricing Officer"), carrying out the procedures specified in this Ordinance, including
determining the principal amount of Certificates to be issued, the amount to be applied against
each proposition, the date or dates of the Certificates, any additional or different designation or
title by which the Certificates shall be known, the price at which the Certificates will be sold, the
years in which the Certificates 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 Certificates 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 Certificates 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, and all other matters relating to the issuance, sale and delivery
of the Certificates, including, without limitation, 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 aggregate original principal amount of the Certificates shall not exceed
$31,500,000;
(ii) no Certificate shall mature after August 15, 2044; and
(iii) the true interest cost of the Certificates shall not exceed 4.75%.
(b) In establishing the aggregate principal amount of the Certificates, 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 Certificates are
authorized and to pay costs of issuing the Certificates. The delegations made hereby shall expire
if not exercised by the Pricing Officer on or prior to the ninetieth (901h) day following the adoption
of this Ordinance. The Certificates shall be sold at such price, with and subject to such terms as
set forth in the Pricing Certificate.
(c) The Certificates may be sold by public offering (either through a negotiated or
competitive offering) or by private placement. If the Certificates are sold by private placement,
the Pricing Certificate shall so state, and the Pricing Certificate may make changes to this
Ordinance to effect such private placement, 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 herein relating to the Rule 15c2-12 undertaking
(including eliminating or replacing such undertaking with an agreement to provide alternative
disclosure information).
(d) 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 Certificates 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, in the
Town's best interests, and the Pricing Officer is hereby authorized to make and include in the
Pricing Certificate a finding to that effect.
Section 4. CHARACTERISTICS OF THE CERTIFICATES.
(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 Certificates (the "Paying Agent/Registrar"), books or records for the
registration of the transfer, conversion and exchange of the Certificates (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 Certificate to which payments with respect to the Certificates 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
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registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates.
Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in
the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth as
Exhibit A of this Ordinance. Each substitute Certificate shall bear a letter and/or number to
distinguish it from each other Certificate.
(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 Certificate, date
and manually sign said Certificate, and no such Certificate shall be deemed to be issued or
outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all paid Certificates and Certificates 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 Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing,
execution and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to
Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion and exchange of
Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable,
and enforceable in the same manner and with the same effect as the Certificates which initially
were issued and delivered pursuant to this Ordinance, approved by the Attorney General and
registered by the Comptroller.
(c) Payment of Certificates 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
Certificates, 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
Certificates, and of all conversions and exchanges of Certificates, and all replacements of
Certificates, 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 Paying Agent/Rejzistrar. The Town covenants with the registered
owners of the Certificates that at all times while the Certificates 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 Certificates 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
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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 Certificates, 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 Certificates, 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 Certificates. The Certificates (i) shall be issued in
fully registered form, without interest coupons, with the principal of and interest on such
Certificates 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 Certificates, (v) shall have the characteristics,
(vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the
Certificates 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 Certificates, all as
provided, and in the manner and to the effect as required or indicated, in the FORM OF
CERTIFICATE set forth as Exhibit A of this Ordinance. The Certificates 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 Certificate issued in conversion of and exchange
for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall
execute the Paying Agent/registrar's Authentication Certificate, in the FORM OF CERTIFICATE
set forth as Exhibit A of this Ordinance.
(f) Book -Entry -Only System. Unless the Certificates are sold by private placement,
the Certificates issued in exchange for the Certificates initially issued to the Underwriter shall be
initially issued in the form of a separate single fully registered Certificate for each of the maturities
thereof. Upon initial issuance, the ownership of each such Certificate 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 Certificates shall be
registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates 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 Certificates. 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 Certificates, (ii) the delivery to
any DTC Participant or any other person, other than a registered owner of Certificates, as shown
on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any
DTC Participant or any other person, other than a registered owner of Certificates, as shown in the
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Registration Books of any amount with respect to principal of or interest on the Certificates.
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 Certificate
is registered in the Registration Books as the absolute owner of such Certificate for the purpose of
payment of principal and interest with respect to such Certificate, for the purpose of registering
transfers with respect to such Certificate, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Certificates 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 Certificates 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 physical 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 Certificates 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 Certificates that they be able to obtain certificated Certificates, 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 Certificates to such successor
securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of
Certificates and transfer one or more separate Certificates to DTC Participants having Certificates
credited to their DTC accounts. In such event, the Certificates 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 Certificates 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 Certificate is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of and interest on such Certificate and all notices with
respect to such Certificate shall be made and given, respectively, in the manner provided in the
representation letter of the Town to DTC.
(i) Cancellation of Initial Certificate. On the Delivery Date, one initial Certificate
representing the entire principal amount of the Certificates, payable in stated installments to the
order of the Underwriter or its designee, executed by manual or facsimile signature of the Mayor
and the Town Secretary, approved by the Attorney General and registered and signed by the
Comptroller in the manner prescribed by law, will be delivered to the Underwriter or its designee.
If the Certificates are sold subject to the book -entry system of DTC, then upon payment for the
initial Certificate, the Paying Agent/Registrar shall insert the Delivery Date on Certificate No. T-
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1, cancel the initial Certificate and deliver to DTC on behalf of the Underwriter one registered
definitive Certificate for each year of maturity of the Certificates, in the aggregate principal amount
of all of the Certificates 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 Certificates in safekeeping for DTC.
0) Conditional Notice of Redemption. With respect to any optional redemption of the
Certificates, 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
Certificates 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 Certificates and the Paying
Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Certificates have not been redeemed.
Section 5. FORM OF CERTIFICATES. The form of the Certificate, 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 Certificates 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 Certificate 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 Certificate to
be reproduced as an exhibit to the Pricing Certificate.
Section 6. INTEREST AND SINKING FUND; SURPLUS REVENUES.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established
and maintained by the Town 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 Certificates. All amounts received from
the sale of the Certificates 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 Certificates
shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year
while any of said Certificates 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 Certificates as such interest comes due, and
to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such
principal matures (but never less than 2% of the original amount of said Certificates 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 Certificates 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 Certificates, as such interest comes due and such principal matures, are hereby
pledged for such payment, within the limits prescribed by law.
(b) The Certificates are additionally secured by and payable from a pledge of the
revenues of the Town's combined Waterworks and Sewer Systems remaining after payment of all
operation and maintenance expenses thereof (the "Net Revenues"), and all debt service, reserve
and other requirements in connection with all of the Town's revenue obligations (now or hereafter
outstanding) that are payable from all or part of the Net Revenues of the Town's Waterworks and
Sewer Systems, constituting "Surplus Revenues." The Town shall deposit such Surplus Revenues
to the credit of the Interest and Sinking Fund created pursuant to Section 6, to the extent necessary
to pay the principal and interest on the Certificates. Notwithstanding the requirements of Section
6, if Surplus Revenues 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 Section 6 may be reduced to the extent
and by the amount of the Surplus Revenues then on deposit in the Interest and Sinking Fund. The
Town reserves the right, without condition or limitation, to issue other obligations secured in whole
or in part by a parity lien on and pledge of the Surplus Revenues, for any purpose permitted by
law.
(c) Chapter 1208, Government Code, applies to the issuance of the Certificates and the
pledge of the taxes and Surplus Revenues granted by the Town hereunder, and is therefore valid,
effective and perfected. Should State law be amended at any time while the Certificates are
outstanding and unpaid, the result of such amendment being that the pledge of the taxes and
Surplus Revenues granted by the Town hereunder 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
Certificates 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, Business and Commerce Code and enable a filing of a security interest in said pledge
to occur.
Section 7. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no
longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the
extent provided in subsection (d) of this Section, when payment of the principal of such Certificate,
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 escrow 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 Certificates shall have become due and payable. At such time as a Certificate shall
be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest
thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem
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taxes herein levied and pledged or the pledge of Surplus Revenues as provided in this Ordinance,
and such principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that
any determination not to redeem Defeased Certificates that is made in conjunction with the
payment arrangements specified in subsection 6(a)(i) or (ii) 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 Certificates for redemption; (2) gives notice of the reservation of that
right to the owners of the Defeased Certificates 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 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 Certificates 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 Certificates 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 subsection 6(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Certificates, 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) Subject to any statement to the contrary that may be included in the Pricing
Certificate, 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 Certificates.
(d) Until all Defeased Certificates shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased
Certificates 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
Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such
amount of Certificates by such random method as it deems fair and appropriate.
Section 8. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES.
(a) Replacement Certificates. In the event any outstanding Certificate is damaged,
mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed
and delivered, a new certificate of the same principal amount, maturity and interest rate, as the
damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the
manner hereinafter provided.
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(b) Application for Replacement Certificates. Application for replacement of
damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the registered owner
thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate,
the registered owner applying for a replacement certificate 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 Certificate, 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 Certificate,
as the case may be. In every case of damage or mutilation of a Certificate, the registered owner
shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance,
in the event any such Certificate shall have matured, and no default has occurred that is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Certificate, the Town may authorize the payment of the same (without surrender thereof except in
the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any
replacement certificate, the Paying Agent/Registrar shall charge the registered owner of such
Certificate with all legal, printing, and other expenses in connection therewith. Every replacement
certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate
is lost, stolen or destroyed shall constitute a contractual obligation of the Town whether or not the
lost, stolen or destroyed Certificate 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 Certificates duly issued under this Ordinance.
(e) Authority For Issuing Replacement Certificates. In accordance with Section
1206.022, Government Code, this Section shall constitute authority for the issuance of any such
replacement certificate 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 certificates is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate
and deliver such Certificates in the form and manner and with the effect, as provided in Section
3(a) of this Ordinance for Certificates issued in conversion and exchange for other Certificates.
Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor is hereby authorized to have control of the Certificates initially issued
and delivered hereunder and all necessary records and proceedings pertaining to the Certificates
pending their delivery and their investigation, examination and approval by the Attorney General
and their registration by the Comptroller. Upon registration of the Certificates, the Comptroller
(or a deputy designated in writing to act for the Comptroller) shall sign the Comptroller's
Registration Certificate attached to such Certificates in the manner prescribed by law, and the seal
of the Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving
legal opinion of the Town's Bond Counsel and the assigned CUSIP numbers may, at the option of
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the Town, be printed on the Certificates 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 Certificates. In addition, if bond insurance is obtained, the payment of the insurance
premium is hereby approved and the Certificates may bear an appropriate legend as provided by
the insurer.
(b) The obligation of the Underwriter to accept delivery of the Certificates 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 date of
initial delivery of the Certificates to the Underwriter. The engagement of such firm as bond
counsel to the Town in connection with issuance, sale and delivery of the Certificates is hereby
approved and confirmed.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES.
(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 Certificates as obligations
described in section 103 of the Internal Revenue Code of 1986, as amended (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:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Certificates 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 Certificates, in contravention of section 141(b)(2) of the Code;
(2) 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 Certificates 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;
(3) 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 Certificates (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;
(4) to refrain from taking any action which would otherwise result in the
Certificates being treated as "private activity bonds" within the meaning of section 141(b)
of the Code;
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(5) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Certificates, 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 Certificates, other than investment property
acquired with B
(A) proceeds of the Certificates 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 Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts
treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Certificates or proceeds of any
prior bonds to pay debt service on another issue more than 90 days after the date of issue
of the Certificates in contravention of the requirements of section 149(d) of the Code
(relating to advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificates) 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 Certificates 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) Use of 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 bonds expended prior to the date of
issuance of the Certificates. It is the understanding of the Town that the covenants contained
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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
Certificates, 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 Certificates 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 Certificates, 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 Certificates under section 103 of the Code. In furtherance of such intention, the Town hereby
authorizes and directs the Authorized Officials, individually but not jointly, 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 Certificates.
(d) 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 Projects on its books and records in accordance with the requirements of the Code. The Town
recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the
proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the
expenditure is made, or (2) the Projects are completed; but in no event later than three years after
the date on which the original expenditure is paid. The foregoing notwithstanding, the Town
recognizes that in order for proceeds to be expended under the Code, the sale proceeds or
investment earnings must be expended no more than 60 days after the earlier of (1) the fifth
anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired. The Town
agrees to obtain the advice of nationally -recognized bond counsel if such expenditure fails to
comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt 4
status of the Certificates. 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) Disposition of the Projects. The Town covenants that the property constituting the
Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Town
of cash or other compensation, unless any action taken in connection with such disposition will
not adversely affect the tax-exempt status of the Certificates. For purpose of the foregoing, the
Town may rely on an opinion of nationally -recognized bond counsel that the action taken in
connection with such sale or other disposition will not adversely affect the tax-exempt status of
the Certificates. 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.
Section 11. SALE OF CERTIFICATES; OFFICIAL STATEMENT.
(a) The Certificates shall be sold and delivered subject to the provisions of Section 1
and Section 3 and pursuant to the terms and provisions of the Purchase Contract, which the Pricing
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Officer is hereby authorized to execute and deliver and in which the Underwriter of the Certificates
shall be designated. The Certificates shall initially be registered in the name of the Underwriter or
its designee, as 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 Certificates to be used by the Underwriter in the marketing of the
Certificates, if applicable.
Section 12. FURTHER PROCEDURES; ENGAGEMENT OF BOND COUNSEL;
ATTORNEY GENERAL FILING FEE; APPROPRIATION.
(a) The Authorized Officials 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 a Blanket Issuer Letter of Representations with DTC regarding the Book -Entry -
Only System, a Paying Agent/Registrar Agreement with the Paying Agent/Registrar, the Purchase
Contract between the Town and the Underwriter, if any, all forms and documents necessary to
ensure the interest on the Certificates is exempt from federal income taxation, and all other
instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry
out the terms and provisions of this Ordinance and the Certificates. In addition, prior to the
Delivery Date, the Authorized Officials 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 Certificates by the Attorney General. Notwithstanding anything to the contrary
contained herein, while the Certificates are subject to DTC's Book -Entry -Only System and to the
extent permitted by law, the Blanket Issuer Letter of Representation is hereby incorporated herein
and its provisions shall prevail over any other provisions of this Ordinance in the event of conflict.
The Mayor and Town Secretary sign each Certificate, including the initial Certificate(s), with their
manual or facsimile signatures, and the official seal of the Town shall be duly impressed, or placed
in facsimile, on each Certificate. In case any officer whose signature shall appear on any
Certificate shall cease to be such officer before the delivery of such Certificate, 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 Certificates 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 Certificates is hereby approved and confirmed.
(c) To pay the debt service coming due on the Certificates, 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.
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(d) In accordance with the provisions of Section 1202.004, Texas Government Code,
in connection with the submission of the Certificates to the Attorney General for review and
approval, a statutory fee (an amount equal to 0.1% principal amount of the Certificates, 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 Certificates. The Town hereby authorizes
and directs that a check in the amount of the Attorney General filing fee for the Certificates, 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 Certificates.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) If the Certificates 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
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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 Certificates:
(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 Certificates, or other material events affecting
the tax status of the Certificates;
(7) Modifications to rights of holders of the Certificates, if material;
(8) Certificate calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, 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
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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 Certificates 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 Certificates 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 Certificates, 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 any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Certificates at any future date.
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(C) UNDER NO CIRCUMSTANCES SHALL THE TOWN BE
LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY
CERTIFICATE 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 Certificates in the primary
offering of the Certificates 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
Certificates 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 Certificates. 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 Certificates in the primary offering
of the Certificates.
(b) If the Certificates 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 Certificates 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:
Me
(a) The Town may from time to time, without the consent of any holder, except as
otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure
any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the
interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (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 holders, (iv) 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 (v) make such other provisions in regard to matters or questions arising under
this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not
in the opinion of the Town's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating
a majority of the aggregate principal amount of then outstanding Certificates 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 holders in aggregate principal amount of the then outstanding Certificates,
nothing herein contained shall permit or be construed to permit amendment of the terms and
conditions of this Ordinance or in any of the Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Certificates or any of them or impose any
condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of
Certificates necessary for consent to such amendment.
(c) If at any time the Town shall desire to amend this Ordinance under subsection (b)
of this Section, the Town shall send by U.S. mail to each registered owner of the affected
Certificates 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 holders of at least a majority in
aggregate principal amount of all of the Certificates then outstanding that are required for the
amendment, which instrument or instruments shall refer to the proposed amendment and that 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
holders of such affected Certificates shall thereafter be determined, exercised, and enforced,
subject in all respects to such amendment.
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(f) Any consent given by the holder of a Certificate pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the mailing of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the
same Certificate during such period. Such consent may be revoked at any time after six months
from the date of the mailing of said notice by the holder 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 holders of
a majority in aggregate principal amount of the affected Certificates then outstanding, have, prior
to the attempted revocation, consented to and approved the amendment.
(g) For the purposes of establishing ownership of the Certificates, the Town shall rely
solely upon the registration of the ownership of such Certificates on the registration books kept by
the Paying Agent/Registrar.
Section 15. DEFAULT AND REMEDIES.
(a) 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:
(i) the failure to make payment of the principal of or interest on any of the
Certificates 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 of the Certificates, 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.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered 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 Registered 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 Registered Owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained
for the equal benefit of all Registered Owners of Certificates then outstanding.
(c) Remedies Not Exclusive.
(i) 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 Certificates 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
Certificates shall not be available as a remedy under this Ordinance.
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(ii) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance,
such Registered 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 trustees of
the Town or the Council.
Section 16. INTEREST EARNINGS ON CERTIFICATE PROCEEDS; USE OF
PREMIUM RECEIVED FROM SALE OF CERTIFICATES.
(a) Interest Earnings. 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 Certificates 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 Certificates.
It is further provided, however, that any interest earnings on Certificate proceeds that are required
to be rebated to the United States of America pursuant to this Ordinance in order to prevent the
Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings
for purposes of this Section.
(b) Use of Certificate Premium. The net premium received from the sale of the
Certificates shall be applied as determined by the Pricing Officer in the Pricing Certificate.
(c) Establishment of Construction Fund.
(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 Certificates in the amount determined
by the Pricing Officer in the Pricing Certificate shall be deposited into the Capital Projects
Fund. Upon payment of all Project costs, any Certificate 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 Certificates (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 Certificates 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.
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Section 17. 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.
Section 18. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase
or word in this Ordinance, or application thereof to any persons or circumstances is held invalid
or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity
of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall
remain in full force and effect.
Section 19. APPROPRIATION. To pay the debt service coming due on the Certificates,
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.
[Execution page follows]
23
DULY PASSED, APPROVED, AND ADOPTED BY THE TOWN COUNCIL OF THE
TOWN OF PROSPER, TEXAS, ON THIS 23RD DAY OF JULY, 2024.
ATTEST:
Michelle Lewis Sirianni, Town Secretary
APPROVED AS TO FORM AND LEGALITY:
Terrence S. Welch, Town Attorney
(Town Seal) OF P�1? ��
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14 '
N%'-pExAs -'00or
David F. Bristol, Mayor
S-1
Exhibit A
FORM OF CERTIFICATES
(a) The form of the Certificate, 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 Certificates 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 Certificates to be completed with information set forth in the Pricing
Certificate. The Form of Certificate 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 Certificate 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, $
COMBINATION TAX AND SURPLUS
REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2024
Interest Rate Delivery Date Maturity Date CUSIP No.
% 52024 August 15, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE specified above, the Town of Prosper, located in Collin and
Denton Counties, Texas (the "Town"), being a political subdivision and municipal corporation of
the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered
assigns (hereinafter called the "Registered Owner"), the Principal Amount specified above. 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] above at the Interest Rate per
annum specified above. Interest is payable on [February 15, 2025 and semiannually on each
August 15 and February 15] thereafter to the Maturity Date specified above, or the date of
redemption prior to maturity; except, if this Certificate 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 Certificate or Certificates, if any, for which this Certificate is being exchanged is due but
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has not been paid, then this Certificate shall bear interest from the date to which such interest has
been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money
of the United States of America, without exchange or collection charges. The principal of this
Certificate shall be paid to the registered owner hereof upon presentation and surrender of this
Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal
corporate trust office of [U.S. Bank Trust Company, National Association, Dallas, Texas], which
is the "Paying Agent/Registrar" for this Certificate. The payment of interest on this Certificate
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 this Certificate (the "Certificate 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 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 Certificate 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 Certificate
prior to maturity as provided herein shall be paid to the registered owner upon presentation and
surrender of this Certificate for redemption and payment at the principal corporate trust office of
the Paying Agent/Registrar. The Town covenants with the registered owner of this Certificate that
on or before each principal payment date, interest payment date, and accrued interest payment date
for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the
payment, in immediately available funds, of all principal of and interest on the Certificates, when
due.
IF THE DATE for the payment of the principal of or interest on this Certificate 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 that 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.
VIM
THIS CERTIFICATE is dated , 2024, and is authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of $ for paying all or
a portion of the Town's contractual obligations incurred in connection with (i) extending,
constructing and improving the Town's sewer system, including acquiring sewage treatment
capacity in the Doe Branch Water Reclamation Plant of the Upper Trinity Regional Water District
("Upper Trinity"), which is to be owned and operated by Upper Trinity as part of its Northeast
Regional Water Reclamation System; and (ii) paying legal, fiscal and engineering fees in
connection with such projects, including payment of the costs of issuance of the Certificates.
ON AUGUST 15, 20_, or any date thereafter, the Certificates of this series 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 Certificates,
or portions thereof, to be redeemed shall be selected and designated by the Town (provided that a
portion of a Certificate 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.
IN ADDITION TO THE FOREGOING OPTIONAL REDEMPTION, the Certificates
scheduled to mature on August 15 in each of the years 20_ and 20_ (the "Term Certificates")
are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any
other customary method that results in a random selection, at a price equal to the principal amount
thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in
the interest and sinking fund for the Certificates, on the dates and in the respective principal
amounts, set forth in the following schedule:
Term Certificate Term Certificate
Maturity: August 15, 20_ Maturity: August 15, 20_
Mandatory Redemption Principal Mandatory Redemption Principal
Date Amount Date Amount
August 15, 20_ August 15, 20
August 15, 20 August 15, 20_
August 15, 20_ August 15, 20
August 15, 20_ August 15, 20
August 15, 20_* August 15, 20*
* Stated maturity.
The principal amount of Term Certificates required to be redeemed on any mandatory redemption
date pursuant to the operation of the mandatory sinking fund redemption provisions shall be
reduced, at the option of the Town, by the principal amount of any Term Certificates which, at
least 45 days prior to a mandatory redemption date (1) shall have been acquired by the Town at a
price not exceeding the principal amount of such Term Certificates plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall
have been purchased and canceled by the Paying Agent/Registrar at the request of the Town at a
price not exceeding the principal amount of such Term Certificates plus accrued interest to the
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date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions
and not theretofore credited against a mandatory redemption requirement.
AT LEAST THIRTY days prior to the date fixed for any redemption of Certificates 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
Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption
date; 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 Certificate. 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 Certificates or portions thereof that 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 Certificates or portions thereof that 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 Certificate shall be redeemed, a substitute
Certificate or Certificates 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 principal 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 Certificate Ordinance.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE CERTIFICATES,
unless certain prerequisites to such redemption required by the Certificate Ordinance have been
met and money sufficient to pay the principal of and premium, if any, and interest on the
Certificates to be redeemed will 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 money
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 are not fulfilled, such notice will be of no force and effect,
the Town will not redeem such Certificates, and the Paying Agent/Registrar will give notice in the
manner in which the notice of redemption was given, to the effect that such Certificates have not
been redeemed.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the principal denomination of any integral multiple of $5,000. As
provided in the Certificate Ordinance, this Certificate 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 principal amount of fully registered certificates, without interest coupons, payable
to the appropriate registered owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this
Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Certificate Ordinance. Among other requirements for such assignment
and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar,
A-4
together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion
or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name
or names this Certificate or any such portion or portions hereof is or are to be registered. The form
of Assignment printed or endorsed on this Certificate 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 Certificate 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 Certificate 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, conversion or exchange of any Certificates 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 Certificate
or any portion thereof called for redemption prior to maturity, within 45 days prior to its
redemption date; provided, however, such limitation on transfer shall not be applicable to an
exchange by the registered owner of the uncalled balance of a Certificate called for redemption in
part.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Town,
resigns, or otherwise ceases to act as such, the Town has covenanted in the Certificate 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 Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate 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
Certificate have been performed, existed and been done in accordance with law; that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this
Certificate, 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, and that this Certificate is additionally secured by and payable
from a pledge of the Surplus Revenues of the System remaining after payment of all operation and
maintenance expenses thereof, and all debt service, reserve, and other requirements in connection
with all of the Town's revenue bonds or other obligations (now or hereafter outstanding) which are
payable from all or any part of the net revenues of the System, all as provided in the Certificate
Ordinance.
THE TOWN HAS RESERVED THE RIGHT to amend the Certificate 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
Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by
such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and
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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 Certificate and the Certificate Ordinance constitute a
contract between each registered owner hereof and the Town.
IN WITNESS WHEREOF, the Town has caused this Certificate 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 said Town, and has caused the official seal of the
Town to be duly impressed, or placed in facsimile, on this Certificate.
Town Secretary
Town of Prosper, Texas
(Town Seal)
Mayor
Town of Prosper, Texas
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate 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 Certificate has been issued under the provisions of the
Certificate Ordinance described in the text of this Certificate; and that this Certificate has been
issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion
of a certificate or certificates of a series that 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
LIM
Authorized Representative
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type name and address, including zip code of Transferee
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints:
, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the
premises.
OU
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must
an eligible guarantor institution participating in correspond with the name of the registered
a securities transfer association recognized owner as it appears upon the front of this
signature guarantee program. Certificate in every particular, without
alteration or enlargement or any change
whatsoever.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and that this Certificate 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)
(b) Initial Certificate Insertions.
(i) The initial Certificate shall be in the form set forth is paragraph (a) of this
Section, except that:
A. immediately under the name of the Certificate, 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, in Collin and Denton Counties, Texas (the
"Town"), being a political subdivision and municipal corporation of the State of Texas, hereby
promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on August 15 in each of the years, in the principal amounts and bearing
interest at the per annum rates set forth in the following schedule
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Maturity Principal Interest
Date Amount Rate
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
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] above, at the respective
Interest Rate per annum specified above. Interest is payable on [February 15, 2024 and
semiannually 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
Certificate 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 Certificate or Certificates,
if any, for which this Certificate is being exchanged is due but has not been paid, then this
Certificate shall bear interest from the date to which such interest has been paid in full."
C. The initial Certificate shall be numbered "T-1."
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Town of Prosper, TX
Certificates of Obligation, Series 2024
OR Water and Sewer Revenue Bonds, Series 2024
Preliminary Schedule of Events (as of May 8, 2024)
May-24
S M T W T F S
1
2
3
4
5
6
7
8
9
10111
17118
25
12.13
i9
20
14
21
15
22
16
23-24
26
27
28
29
30131
Jul-24
S M T W T F 5
1
8
2
3
1 4
5' 6
7
9
10
11
12
13
14
21
15
22
29
16
23
30
17
24
31
18
25
19110
26
27
28
Jun-24
S,M T W T F S
1
7 8
2
3
4
5
6
9
10
11
12
13
14...
..
16
17
18
19
20
21122
28 29
23
24
25
26
27
9.D'
Aug-24
S. M T W T F S
1
1 2
1 9
3
.10
41
5
6
1 7
8
lI
12
13
14
15
16
17
18
19
20
21
22
23
W25
26
27
28
29
30
31
Complete
By Day Event
28-May-24 Tuesday Town Council approves publication of Notice of Intent for the
Certificates. Publication will occur in the Town's paper of record.
3-Jun-24
Monday
HilltopSecurities requests information for preparation of the Official Statement
5-Jun-24
Wednesday
1st publication of Notice of Intent for Certificates
10-Jun-24
Monday
HilltopSecurities receives requested information
12-Jun-24
Wednesday
2nd publication of Notice of Intent for Certificates
17-Jun-24
Monday
Draft Official Statement distributed to the Town and Bond Counsel
24-Jun-24
Monday
HilltopSecurities receives comments on Official Statement
1-Jul-24
Monday
Distribute POS to Rating Agencies
16-Jul-24
Tuesday
Rating Agency meetings at the Town
(Potentially meeting w/ S&P, Moody's and Fitch)
23-Jul-24
Tuesday
Town Council approval of Parameter Ordinance for Certificates of
Obligation* OR Water and Sewer Revenue Bonds
29-Jul-24
Monday
Anticipated receipt of credit ratings
30-Jul-24
Tuesday
Electronically mail CO Official Statement OR Water and Sewer
Revenue Bond Official Statement to potential purchasers**
6-Aug-24
Tuesday
Pricing; Pricing Officer adopts final pricing**
4-Sep-24
Wednesday
Closing and delivery of funds to the Town**
* Pricing must occur within 90 days of Council approval of the Parameter Ordinance.
** Preliminary, subject to change.
EXHIBIT B
Project Name
Wastewater Projects
Doe Branch Expansion, Phase 3 WWTP: 2322-WW
Doe Branch Parallel Interceptor: 2103-WW
TOTAL CO ISSUANCE
No water projects for the Series 2024 CO issuance.
CO Issuance
$27,500,000
$3,750,000
$31,250,000