Ordinance 2023-27 ORDINANCE NO. 2023-27
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
WYLIE,TEXAS,GENERAL OBLIGATION BONDS,SERIES 2023,"
SPECIFYING THE TERMS AND FEATURES OF SAID BONDS;
LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM
TAX FOR THE PAYMENT OF SAID BONDS; AND RESOLVING
OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, PAYMENT AND DELIVERY OF SAID BONDS,
INCLUDING THE APPROVAL AND EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND THE APPROVAL AND
DISTRIBUTION OF AN OFFICIAL STATEMENT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Wylie, Texas (the "City") hereby finds and
determines that general obligation bonds in the principal amount of$16,010,000 approved and
authorized to be issued at an election held in the City on November 2, 2021 should be issued and
sold at this time; a summary of the bonds approved by the voters at said election, the principal
amounts authorized and respective purposes therefor, amounts heretofore issued and being issued
pursuant to this ordinance and the amounts remaining to be issued subsequent hereto being as
follows:
Principal
Amount Amount Amount Premium
Election Authorized Previously Being Applied Unissued
Date Pu1pose M Issued M Issued M M* Balance M
11-2-2021 McMillen Dr,Park Blvd& 35,100,000 2,500,000 14,126,000 874,000 17,600,000
Ballard/Sachse Road
Improvements(Prop. A)
11-2-2021 General street improvements 10,000,000 2,000,000 1,884,000 116,000 6,000,000
(Prop. B)
11-2-2021 Downtown historic district 5,000,000 1,000,000 0 0 4,000,000
street improvements(Prop Q
Totals: 50,100,000 5,500,000 16,010,000 990,000 27,600,000
*Original issue premium in the amount of$874,000 allocated to the specific street improvements voted authorization in Prop. A
is applied against the specific street improvements voted authorization in Prop.A referenced in the above table and results in a total
amount of$15,000,000 being allocated to and applied against the specific street improvements voted authorization in Prop. A;
original issue premium in the amount of$116,000 allocated to the general street improvement voted authorization in Prop. B is
applied against the general street improvement voted authorization in Prop. B referenced in the above table and results in a total
amount of$2,000,000 being allocated to and applied against the general street improvement voted authorization in Prop.B.
AND WHEREAS, the City Council hereby reserves and retains the right to issue the
balance of unissued bonds approved at said election in one or more installments when, in the
judgment of the City Council, funds are needed to accomplish the purposes for which such bonds
were voted;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
WYLIE, TEXAS:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
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principal amount of$16,010,000 to be designated and bear the title "CITY OF WYLIE, TEXAS,
GENERAL OBLIGATION BONDS, SERIES 2023" (hereinafter referred to as the "Bonds"), for
the purposes of providing funds for (i) permanent public improvements and public purposes, to
wit (a) developing, engineering, constructing, reconstructing, improving, repairing, extending,
expanding and enhancing McMillen Drive, Park Boulevard and Ballard/Sachse Road, including
sidewalks and necessary and related storm drainage facilities and improvements,utility relocations
and the acquisition of any needed land and rights-of-way therefor; and(b)developing,engineering,
constructing, reconstructing, improving, repairing, extending, expanding and enhancing streets,
thoroughfares, alleys and sidewalks, including necessary and related storm drainage facilities and
improvements, utility relocations and the acquisition of any needed land and rights-of-way
therefor; and(ii)to pay costs of issuance, in accordance with the Constitution and laws of the State
of Texas including Chapter 1331, as amended, of the Texas Government Code.
SECTION 2: Fully Registered Obligations - Bond Date - Authorized Denominations -
Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations only,
shall be dated July 15,2023 (the"Bond Date"), shall be in denominations of$5,000 or any integral
multiple (within a Stated Maturity) thereof, and shall become due and payable on February 15 in
each of the years and in principal amounts (the "Stated Maturities") and bear interest at the rates
per annum in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount M Rates
2024 450,000 5.000
2025 510,000 5.000
2026 535,000 5.000
2027 565,000 5.000
2028 590,000 5.000
2029 625,000 5.000
2030 655,000 5.000
2031 690,000 5.000
2032 725,000 5.000
2033 760,000 5.000
2034 800,000 5.000
2035 840,000 5.000
2036 885,000 5.000
2037 930,000 5.000
2038 970,000 4.000
2039 1,010,000 4.000
2040 1,050,000 4.000
2042 2,235,000 4.000
2043 1,185,000 4.000
The Bonds shall bear interest on the unpaid principal amounts from the date of the initial
delivery of the Bonds (anticipated to be July 27, 2023)at the rates per annum shown above in this
Section(calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds
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shall be payable on February 15 and August 15 in each year until maturity or prior redemption,
commencing February 15, 2024.
SECTION 3: Terms of Payment - Paving A eg nt/Re isgtrar. The principal of, premium, if
any,and the interest on the Bonds,due and payable by reason of maturity,redemption or otherwise,
shall be payable only to the registered owners or holders of the Bonds (hereinafter called the
"Holders") appearing on the Security Register (as defined herein) maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas,Texas,to serve as Paying Agent/Registrar for the Bonds is hereby approved and confirmed.
Books and records relating to the registration, payment, exchange and transfer of the Bonds (the
"Security Register") shall at all times be kept and maintained on behalf of the City by the Paying
Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a"Paying
Agent/Registrar Agreement," substantially in the form attached hereto as Exhibit A and such
reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The
Mayor or Mayor Pro Tem and City Secretary of the City are hereby authorized to execute and
deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Bonds. The
City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are
paid and discharged, and any successor Paying Agent/Registrar shall be a commercial bank, trust
company, financial institution or other entity qualified and authorized to serve in such capacity
and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying
Agent/Registrar for the Bonds,the City agrees to promptly cause a written notice thereof to be sent
to each Holder by United States mail, first-class, postage prepaid,which notice shall also give the
address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities or
upon the earlier redemption thereof, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar at its designated office initially in East Syracuse, New York; or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose
names appear in the Security Register at the close of business on the Record Date(the last business
day of the month next preceding each interest payment date) and shall be paid by the Paying
Agent/Registrar(i)by check sent United States mail, first-class,postage prepaid, to the address of
the Holder recorded in the Security Register or(ii)by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the
payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday,
or a day when banking institutions in the city where the Designated Payment/Transfer Office of
the Paying Agent/Registrar is located are authorized by law or executive order to be closed, then
the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,
legal holiday, or day when such banking institutions are authorized to be closed; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
In the event of a non-payment of interest on 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
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been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest (which shall be fifteen (15) days after the Special Record Date) shall
be sent at least five (5)business days prior to the Special Record Date by United States mail, first-
class,postage prepaid,to the address of each Holder appearing on the Security Register at the close
of business on the last business day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
(a) Optional Redemption. The Bonds having Stated Maturities on and after February
15, 2033, shall be subject to redemption prior to maturity, at the option of the City, in whole or in
part in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity
by lot by the Paying Agent/Registrar), on February 15, 2032, or on any date thereafter, at the
redemption price of par plus accrued interest to the date of redemption.
At least forty-five (45) days prior to a redemption date for the Bonds (unless a shorter
notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the
Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each Stated
Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise
the right to redeem Bonds shall be entered in the minutes of the governing body of the City.
(b) Mandatory Redemption. The Bonds having Stated Maturities of February 15, 2042
(collectively,the"Term Bonds")shall be subject to mandatory redemption in part prior to maturity
at the redemption price of par and accrued interest to the date of redemption on the respective dates
and in principal amounts as follows:
Term Bonds due February 15, 2042
Principal
Redemption Date Amount M
February 15, 2041 1,095,000
February 15, 2042 (maturity) 1,140,000
At least forty-five (45) days prior to the mandatory redemption date for the Term Bonds,
the Paying Agent/Registrar shall select by lot the numbers of the Term Bonds to be redeemed on
the next following February 15 from moneys set aside for that purpose in the Interest and Sinking
Fund (as hereinafter defined). Any Term Bond not selected for prior redemption shall be paid on
the date of its Stated Maturity.
The principal amount of the Term Bonds required to be redeemed on a mandatory
redemption date may be reduced, at the option of the City,by the principal amount of Term Bonds
which,at least fifty(50)days prior to the mandatory redemption date, (1) shall have been acquired
by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest
to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or(2)
shall have been redeemed pursuant to the optional redemption provisions set forth in paragraph(a)
of this Section and not theretofore credited against a mandatory redemption requirement.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat
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such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the
principal amount of such Bonds by$5,000 and shall select the Bonds, or principal amount thereof,
to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty(30)days prior to a redemption date for
the Bonds, a notice of redemption shall be sent by United States mail, first-class,postage prepaid,
in the name of the City and at the City's expense, to each Holder of a Bond to be redeemed in
whole or in part at the address of the Holder appearing on the Security Register at the close of
business on the business day next preceding the date of mailing such notice, and any notice of
redemption so mailed shall be conclusively presumed to have been duly given irrespective of
whether received by the Holder.
All notices of redemption shall(i) specify the date of redemption for the Bonds,(ii) identify
the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed,the
principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds,
or the portion of the principal amount thereof to be redeemed, shall become due and payable on
the redemption date specified, and the interest thereon, or on the portion of the principal amount
thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify
that payment of the redemption price for the Bonds, or the principal amount thereof to be
redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar
only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to
prior redemption and has been called for redemption and notice of redemption thereof has been
duly given as hereinabove provided, such Bond (or the principal amount thereof to be redeemed)
shall become due and payable and interest thereon shall cease to accrue from and after the
redemption date therefor; provided moneys sufficient for the payment of such Bond (or of the
principal amount thereof to be redeemed) at the then applicable redemption price are held for the
purpose of such payment by the Paying Agent/Registrar.
(e) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the
Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving
of such notice of redemption, such notice may state that said redemption is conditional upon the
receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such
redemption, or upon the satisfaction of any prerequisites set forth in such notice of redemption. If
a conditional notice is given and if sufficient moneys are not received, or such prerequisites are
not satisfied, such notice shall be of no force and effect, the City shall not redeem such Bonds and
the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was
given, to the effect that the Bonds have not been redeemed.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged for
Bonds of other authorized denominations by the Holder, in person or by his duly authorized agent,
upon surrender of such Bond to the Paying Agent/Registrar at the Designated Payment/Transfer
Office for cancellation, accompanied by a written instrument of transfer or request for exchange
135364806.6/1001249454 5
duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying
Agent/Registrar.
Upon surrender of any Bond(other than the Initial Bond(s)referenced in Section 8 hereof)
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar,one or more
new Bonds shall be registered and issued to the assignee or transferee of the previous Holder; such
Bonds to be in authorized denominations, of like Stated Maturity and of a like aggregate principal
amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered for
exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at
the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States
mail, first-class, postage prepaid to the Holders, and, upon the registration and delivery thereof,
the same shall be the valid obligations of the City, evidencing the same obligation to pay, and
entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or
exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense
or service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any
tax or other governmental charges required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of the
same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated,lost,destroyed,or stolen Bond for which a replacement Bond has been issued,registered
and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new
replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Bond called for redemption, in whole or in part, within forty-five (45)
days of the date fixed for the redemption of such Bond; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of
a Bond called for redemption in part.
SECTION 6: Book-Entry-Only Transfers and Transactions. Notwithstanding the
provisions contained herein relating to the payment of, and transfer/exchange of, the Bonds, the
City hereby approves and authorizes the use of"Book-Entry-Only"securities clearance,settlement
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and transfer system provided by The Depository Trust Company("DTC"), a limited purposetrust
company organized under the laws of the State of New York, in accordance with the operational
arrangements referenced in the Blanket Issuer Letter of Representations, by and between the City
and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited
with DTC who shall hold said Bonds for its participants (the "DTC Participants"). While the
Bonds are held by DTC under the Depository Agreement,the Holder of the Bonds on the Security
Register for all purposes, including payment and notices, shall be Cede&Co.,as nominee of DTC,
notwithstanding the ownership of each actual purchaser or owner of each Bond (the "Beneficial
Owners") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book-entry clearance and settlement of securities transactions in
general, or the City decides to discontinue use of the system of book-entry transfers through DTC,
the City covenants and agrees with the Holders of the Bonds to cause Bonds to be printed in
definitive form and provide for the Bond certificates to be issued and delivered to DTC Participants
and Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be
assigned, transferred and exchanged on the Security Register maintained by the Paying
Agent/Registrar and payment of such Bonds shall be made in accordance with the provisions of
Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds shall be executed on behalf of the City
by the Mayor or Mayor Pro Tern under its seal reproduced or impressed thereon and countersigned
by the City Secretary. The signature of said officers on the Bonds may be manual or facsimile.
Bonds bearing the manual or facsimile signatures of individuals who are or were the proper officers
of the City on the date of adoption of this Ordinance shall be deemed to be duly executed on behalf
of the City, notwithstanding that one or more of such individuals shall cease to hold such offices
at the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered
in subsequent exchanges and transfers, all as authorized and provided in Texas Government Code,
Chapter 1201, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c),manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly
certified, registered and delivered.
SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the total principal amount shown in Section 1 hereof with
principal installments to become due and payable as provided in Section 2 hereof and numbered
T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity in the
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applicable principal amount and denomination and to be numbered consecutively from T-I and
upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall
be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval,
certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas
and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond(s), the
Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the
designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor
definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing
applicable interest rates for transfer and delivery to the Holders named at the addresses identified
therefor; all pursuant to and in accordance with such written instructions from the initial
purchaser(s), or the designee thereof,and such other information and documentation as the Paying
Agent/Registrar may reasonably require.
SECTION 9: Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and
the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set
forth in this Section with such appropriate insertions,omissions, substitutions,and other variations
as are permitted or required by this Ordinance and may have such letters,numbers, or other marks
of identification (including identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends in the event the Bonds, or any maturities thereof, are
purchased with insurance and any reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the City or determined by the officers executing such
Bonds as evidenced by their execution. Any portion of the text of any Bonds may be set forth on
the reverse thereof, with an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
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(b) Form of Definitive Bond.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION BOND
SERIES 2023
Bond Date: Interest Rate: Stated Maturity: CUSIP NO:
July 15, 2023 February 15,20
Registered Owner:
Principal Amount:
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the registered owner named above,
or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount
hereinabove stated (or so much thereof as shall not have been redeemed prior to maturity) and to
pay interest on the unpaid principal amount hereof from the interest payment date next preceding
the "Registration Date" of this Bond appearing below (unless this Bond bears a "Registration
Date" as of an interest payment date, in which case it shall bear interest from such date, or unless
the "Registration Date" of this Bond is prior to the initial interest payment date in which case it
shall bear interest from the date of the initial delivery of the Bonds)at the per annum rate of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on February 15 and August 15 in each year until maturity or prior redemption,
commencing February 15, 2024. Principal of this Bond is payable at its Stated Maturity or upon
its prior redemption to the registered owner hereof, upon presentation and surrender, at the
Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration
certificate appearing hereon, or its successor; provided, however, while this Bond is registered to
Cede & Co., the payment of principal upon a partial redemption of the principal amount hereof
may be accomplished without presentation and surrender of this Bond. Interest is payable to the
registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance
hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date," which is the last business day of
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States mail, first-class,postage prepaid,to the address of the
registered owner recorded in the Security Register or by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the
date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a
legal holiday, or a day when banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or
135364806.611001249454 9
executive order to be closed,then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday,or day when such banking institutions are authorized
to be closed; and payment on such date shall have the same force and effect as if made on the
original date payment was due. All payments of principal of,premium, if any, and interest on this
Bond shall be without exchange or collection charges to the registered owner hereof and in any
coin or currency of the United States of America, which at the time of payment is legal tender for
the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $16,010,000 (herein referred to as the "Bonds") for the purposes of providing funds for (i)
permanent public improvements and public purposes, to wit: (a) developing, engineering,
constructing,reconstructing, improving,repairing,extending,expanding and enhancing McMillen
Drive, Park Boulevard and Ballard/Sachse Road, including sidewalks and necessary and related
storm drainage facilities and improvements, utility relocations and the acquisition of any needed
land and rights-of-way therefor; and (b) developing, engineering, constructing, reconstructing,
improving, repairing, extending, expanding and enhancing streets, thoroughfares, alleys and
sidewalks, including necessary and related storm drainage facilities and improvements, utility
relocations and the acquisition of any needed land and rights-of-way therefor; and(ii)to pay costs
of issuance, under and in strict conformity with the Constitution and laws of the State of Texas,
including Texas Government Code, Chapter 1331, as amended, and pursuant to an Ordinance
adopted by the City Council of the City(herein referred to as the"Ordinance").
The Bonds maturing on the dates hereinafter identified (collectively, the "Term Bonds")
are subject to mandatory redemption prior to maturity with funds on deposit in the Interest and
Sinking Fund established and maintained for the payment thereof in the Ordinance, and shall be
redeemed in part prior to maturity at the price of par and accrued interest thereon to the mandatory
redemption date on the respective dates and in principal amounts as follows:
Term Bonds due February 15, 2042
Principal
Redemption Date Amount M
February 15, 2041 1,095,000
February 15,2042 (maturity) 1,140,000
The particular Term Bonds of a stated maturity to be redeemed on each redemption date
shall be chosen by lot by the Paying Agent/Registrar;provided,however,that the principal amount
of Term Bonds for a stated maturity required to be redeemed on a mandatory redemption date may
be reduced,at the option of the City,by the principal amount of Term Bonds of like stated maturity
which, at least fifty(50) days prior to the mandatory redemption date, (1) shall have been acquired
by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest
to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or
(2) shall have been redeemed pursuant to the optional redemption provisions appearing below and
not theretofore credited against a mandatory redemption requirement.
The Bonds maturing on and after February 15, 2033,may be redeemed prior to their Stated
Maturities, at the option of the City, in whole or in part in principal amounts of$5,000 or any
integral multiple thereof(and if within a Stated Maturity by lot by the Paying Agent/Registrar),on
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February 15, 2032, or on any date thereafter, at the redemption price of par, together with accrued
interest to the date of redemption.
At least thirty(30) days prior to a redemption date, the City shall cause a written notice of
such redemption to be sent by United States mail, first-class, postage prepaid, to the registered
owners of each Bond to be redeemed at the address shown on the Security Register and subject to
the terms and provisions relating thereto contained in the Ordinance. If this Bond (or any portion
of its principal sum) shall have been duly called for redemption and notice of such redemption
duly given, then upon the redemption date this Bond (or the portion of its principal sum to be
redeemed) shall become due and payable, and interest hereon shall cease to accrue from and after
the redemption date therefor, provided moneys for the payment of the redemption price and the
interest on the principal amount to be redeemed to the date of redemption are held for the purpose
of such payment by the Paying Agent/Registrar.
In the event a portion of the principal amount of this Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
this Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided bythe
Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If this Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer this Bond to an assignee of
the registered owner within forty-five (45) days of the redemption date therefor; provided,
however, such limitation on transferability shall not be applicable to an exchange by the registered
owner of the unredeemed balance hereof in the event of its redemption in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that said redemption is conditional upon the receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction of any
prerequisites set forth in such notice of redemption. If a conditional notice is given and if sufficient
moneys are not received, or such prerequisites are not satisfied, such notice shall be of no force
and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice,
in the manner in which the notice of redemption was given, to the effect that the Bonds have not
been redeemed.
The Bonds are payable from the proceeds of an ad valorem tax levied,within the limitations
prescribed by law, upon all taxable property in the City. Reference is hereby made to the
Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying
Agent/Registrar, and to all of the provisions of which the registered owner of this Bond by the
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the registered owners; the rights, duties, and
obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this
Bond may be discharged at or prior to its maturity or redemption, and deemed to be no longer
135364806.6/1001249454 11
Outstanding thereunder; and for other terms and provisions contained therein. Capitalized terms
used herein and not otherwise defined herein have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance,may be transferred on
the Security Register only upon its presentation and surrender at the Designated Payment/Transfer
Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar
duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on
the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity,
of authorized denominations,bearing the same rate of interest, and of the same aggregate principal
amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered
owner whose name appears on the Security Register(i) on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to
payment of principal hereof at its Stated Maturity or upon its prior redemption, in whole or in part,
and(iii) on any other date as the owner for all other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of
nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new
record date for such interest payment(a"Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States mail, first-class, postage prepaid,
to the address of each registered owner appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
It is hereby certified,recited,represented and declared that the City is a body corporate and
political subdivision duly organized and legally existing under and by virtue of the Constitution
and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all
acts, conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form and manner as required by the
Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any
Constitutional or statutory limitation; and that due provision has been made for the payment of the
principal of and interest on the Bonds by the levy of a tax as aforestated. In case any provision in
this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. The terms and
provisions of this Bond and the Ordinance shall be construed in accordance with and shall be
governed by the laws of the State of Texas.
135364806.6/1001249454 12
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City.
CITY OF WYLIE, TEXAS
[Mayor] [Mayor Pro Tem]
COUNTERSIGNED:
City Secretary
(SEAL)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bonds only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE )
COMPTROLLER
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
135364806.6/1001249454 13
(d) Form of Certificate of Paving Agent/Registrar to appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the within-
mentioned Ordinance; the bond or bonds of the above entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
The designated office of the Paying Agent/Registrar in East Syracuse, New York, is the
Designated Payment/Transfer Office for this Bond.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
Registration date:
By
Authorized Signature
(e) Form of Assi n�ent.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Print
or typewrite name, address and zip code of transferee):
(Social Security or other identifying number ) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assignment
must correspond with the name of the
Signature guaranteed: registered owner as it appears on the face of
the within Bond in every particular.
(f) The Initial Bond(s) shall be in the form set forth in paragraph (b) of this Section,
except that the form of the singley registered Initial Bond shall be modified as follows:
Heading and paragraph one shall be amended to read as follows:
REGISTERED REGISTERED
135364806.6/1001249454 14
NO. T-1 $16,010,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION BOND
SERIES 2023
Bond Date: July 15, 2023
Registered Owner: FIDELITY CAPITAL MARKETS
Principal Amount: SIXTEEN MILLION TEN THOUSAND DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay the registered owner named above, or
the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of
the years and in principal installments in accordance with the following schedule:
Year of Stated Principal Amount($) Interest Rate
Maturity (%)
(Information to be inserted from schedule in Section 2 hereof).
(or so much principal thereof as shall not have been redeemed prior to maturity)and to pay interest
on the unpaid principal installments hereof from the interest payment date next preceding the
"Registration Date" of this Bond appearing below (unless this Bond bears a "Registration Date"
as of an interest payment date, in which case it shall bear interest from such date, or unless the
"Registration Date" of this Bond is prior to the initial interest payment date in which case it shall
bear interest from the date of the initial delivery of the Bonds) at the per annum rates of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on February 15 and August 15 in each year until maturity or prior redemption,
commencing February 15, 2024. Principal installments of this Bond are payable at its Stated
Maturity or on a redemption date to the registered owner hereof by The Bank of New York Mellon
Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar"), upon presentation and
surrender, at its designated offices, initially in East Syracuse, New York; or, with respect to a
successor paying agent/registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office"). Interest is payable to the registered owner of this Bond whose name
appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of
business on the "Record Date", which is the last business day of the month next preceding each
interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent
United States mail, first-class, postage prepaid, to the address of the registered owner recorded in
the Security Register or by such other method, acceptable to the Paying Agent/Registrar,requested
by,and at the risk and expense of, the registered owner. If the date for the payment of the principal
of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking
135364806.6/1001249454 15
institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to be closed, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday,legal holiday,
or day when such banking institutions are authorized to be closed; and payment on such date shall
have the same force and effect as if made on the original date payment was due. All payments of
principal of, premium, if any, and interest on this Bond shall be without exchange or collection
charges to the registered owner hereof and in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and private debts.
SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
redemption at maturity or prior redemption or a sinking fund of 2% (whichever amount is the
greater), there is hereby levied, and there shall be annually assessed and collected in due time,
form, and manner, a tax on all taxable property in the City, within the limitations prescribed by
law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the
City for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be
ample and sufficient to provide funds each year to pay the Debt Service Requirements on said
Bonds while Outstanding; full allowance being made for delinquencies and costs of collection;
separate books and records relating to the receipt and disbursement of taxes levied, assessed and
collected for and on account of the Bonds shall be kept and maintained by the City at all times
while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service
Requirements on the Bonds shall be deposited to the credit of a"Special 2023 Bond Account"(the
"Interest and Sinking Fund")maintained on the records of the City and deposited in a special fund
maintained at an official depository of the City's funds; and such tax hereby levied, and to be
assessed and collected annually, is hereby pledged to the payment of the Bonds.
The Mayor, Mayor Pro Tern, City Secretary, City Manager, City Manager, Assistant City
Manager and Finance Director, individually or jointly, are hereby authorized and directed to cause
to be transferred to the Paying Agent/Registrar for the Bonds, from funds on deposit in the Interest
and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of
interest and principal of the Bonds as the same accrues or matures or comes due by reason of
redemption prior to maturity; such transfers of funds to be made in such manner as will cause
collected funds to be deposited with the Paying Agent/Registrar on or before each principal and
interest payment date for the Bonds.
SECTION 11: Mutilated, Destroyed, Lost and Stolen Bonds. In case any Bond shall be
mutilated, destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in lieu
of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the City
and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence
satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of the
authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated,
destroyed, lost or stolen.
135364806.6/1001249454 16
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
levied under this Ordinance and all covenants, agreements, and other obligations of the City to the
Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in trust
by the Paying Agent/Registrar, or an authorized escrow agent, or(ii) Government Securities shall
have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow
agent, which Government Securities have been certified by an independent accounting or
consulting firm to mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the
principal amount(s) thereof, on and prior to the Stated Maturity thereof or(if notice of redemption
has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made)the redemption date thereof. The City covenants that no deposit
of moneys or Government Securities will be made under this Section and no use made of any such
deposit which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant
thereto.
The City reserves the right, subject to satisfying the requirements in (i) or (ii) above, to
substitute other Government Securities for the Government Securities originally deposited, to
reinvest the uninvested money on deposit for such defeasance, and to withdraw for the benefit of
the City moneys in excess of the amount required for such defeasance.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Government Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not required for the payment of the
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held
in trust to pay shall upon the request of the City be remitted to the City against a written receipt
135364806.6/1001249454 17
therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State
of Texas.
The term"Government Securities", as used herein,means(i)direct noncallable obligations
of the United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an
agency or instrumentality of the United States, including obligations unconditionally guaranteed
or insured by the agency or instrumentality and, on the date of their acquisition or purchase by the
City, are rated as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent, (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the date
of their acquisition or purchase by the City, are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent, and (iv) any other then
authorized securities or obligations under applicable law that may be used to defease obligations
such as the Bonds.
Upon such deposit as described above, such Bonds shall no longer be regarded to be
outstanding or unpaid; provided, however, the City has reserved the option, to be exercised at the
time of the defeasance of the Bonds, to call for redemption at an earlier date, which have been
defeased to their maturity date, if the City: (i) in the proceedings providing for the firm banking
and financial arrangements,expressly reserves the right to call the Bonds for redemption; (ii)gives
notice of the reservation of that right to the owners of the Bonds immediately following the making
of the firm banking and financial arrangements; and (iii) directs that notice of the reservation be
included in any redemption notices that it authorizes.
SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This Ordinance
shall constitute a contract with the Holders from time to time,be binding on the City, and shall not
be amended or repealed by the City so long as any Bond remains Outstanding except as permitted
in this Section and in Section 28. The City may, without the consent of or notice to any Holders,
from time to time and at any time, amend this Ordinance in any manner not detrimental to the
interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the consent of Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders
of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or
times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the
principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any
other way modify the terms of payment of the principal of, premium, if any, or interest on the
Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate
principal amount of Bonds required to be held by Holders for consent to any such amendment,
addition, or rescission.
The term "Outstanding", when used in this Ordinance with respect to Bonds, means as of
the date of determination,all Bonds theretofore issued and delivered under this Ordinance,except:
135364806.6/1001249454 18
(1) those Bonds canceled by the Paying Agent/Registrar or deliveredto
the Paying Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with
the provisions of Section 12 hereof; and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as
provided in Section 11 hereof.
SECTION 14: Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section 14, the following terms shall have the
following meanings:
"Closing Date" means the date on which the Bonds are first authenticated and
delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation,
if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Nonpurpose Investment" means any investment property, as defined in Section
148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which
is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations
issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the
Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference
to any specific Regulation shall also mean,as appropriate, any proposed,temporary
or final Income Tax Regulation designed to supplement, amend or replace the
specific Regulation referenced.
"Yield" of(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations; and(2) the Bonds has the meaning set forth in Section 1.148-4 of the
Regulations.
135364806.6/1001249454 19
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Bond to
become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof
for federal income tax purposes. Without limiting the generality of the foregoing, unless and until
the City receives a written opinion of counsel nationally recognized in the field of municipal bond
law to the effect that failure to comply with such covenant will not adversely affect the exemption
from federal income tax of the interest on any Bond,the City shall comply with each of the specific
covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated
Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or
refinanced directly or indirectly with Gross Proceeds of the Bonds,
and not use or permit the use of such Gross Proceeds (including all
contractual arrangements with terms different than those applicable
to the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any
person or entity (including the United States or any agency,
department and instrumentality thereof) other than a state or local
government, unless such use is solely as a member of the general
public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross
Proceeds of the Bonds or any property the acquisition, construction
or improvement of which is to be financed or refinanced directly or
indirectly with such Gross Proceeds, other than taxes of general
application within the City or interest earned on investments
acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder,the City shall not use Gross Proceeds of the Bonds to make
or finance loans to any person or entity other than a state or local government. For purposes of the
foregoing covenant, such Gross Proceeds are considered to be "loaned"to a person or entity if: (1)
property acquired, constructed or improved with such Gross Proceeds is sold or leased to such
person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity
in or service from such property is committed to such person or entity under a take-or-pay, output
or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership,
of such Gross Proceeds or any property acquired, constructed or improved with such Gross
Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan.
135364806.6/1001249454 20
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or
use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from
the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of
the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form
and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in
Section 148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds(including all receipts,
expenditures and investments thereof) on its books of account
separately and apart from all other funds (and receipts, expenditures
and investments thereof) and shall retain all records of accounting
for at least six years after the day on which the last outstanding Bond
is discharged. However, to the extent permitted by law, the City
may commingle Gross Proceeds of the Bonds with other money of
the City, provided that the City separately accounts for each receipt
and expenditure of Gross Proceeds and the obligations acquired
therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in
Section 148(f) of the Code and the Regulations and rulings
thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the
Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Underwriter and the loan of the money represented thereby and in
order to induce such purchase by measures designed to insure the
excludability of the interest thereon from the gross income of the
owners thereof for federal income tax purposes, the City shall pay
to the United States from the construction fund, other appropriate
fund or, if permitted by applicable Texas statute, regulation or
opinion of the Attorney General of the State of Texas, the Interest
and Sinking Fund, the amount that when added to the future value
of previous rebate payments made for the Bonds equals (i) in the
135364806.6/1001249454 21
case of a Final Computation Date as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the
Rebate Amount on such date; and (ii) in the case of any other
Computation Date, ninety percent (90%) of the Rebate Amount on
such date. In all cases, the rebate payments shall be made at the
times,in the installments,to the place and in the manner as is or may
be required by Section 148(f) of the Code and the Regulations and
rulings thereunder, and shall be accompanied by Form 8038-T or
such other forms and information as is or may be required by Section
148(f) of the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs
(2) and(3), and if an error is made,to discover and promptly correct
such error within a reasonable amount of time thereafter (and in all
events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional
Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds,enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection (h) of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Bonds not been relevant to either
party.
6) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Secretary, City Manager, Assistant City Manager and Finance Director, either individually or
jointly, to make elections permitted or required pursuant to the provisions of the Code or the
Regulations,as they deem necessary or appropriate in connection with the Bonds,in the Certificate
as to Tax Exemption or similar or other appropriate certificate, form or document.
SECTION 15: Sale of Bonds - Official Statement Approval. Pursuant to a public sale for
the Bonds, the bid submitted by Fidelity Capital Markets (herein referred to as the"Underwriter")
is declared to be the best bid received producing the lowest true interest cost rate to the City, and
the sale of the Bonds to said Underwriter at the price of par plus a net cash premium of
$1,126,451.75, is hereby determined to be in the best interests of the City and is approved and
confirmed. Delivery of the Bonds to the Underwriter shall occur as soon as possible upon payment
being made therefor in accordance with the terms of sale. The Initial Bond shall be registered in
the name as provided in the winning bid.
Furthermore, the use of the Preliminary Official Statement by the Underwriter in
connection with the public offering and sale of the Bonds is hereby ratified, confirmed and
approved in all respects and is hereby deemed "final" as of its date, within the meaning of Rule
15c2-12 of the United States Securities and Exchange Commission. The final Official Statement,
135364806.6/1001249454 22
which reflects the terms of sale (together with such changes approved by the Mayor, Mayor Pro
Tem, City Secretary, City Manager, City Manager, Assistant City Manager and Finance Director,
any one or more of said officials), shall be and is hereby in all respects approved and the
Underwriter is hereby authorized to use and distribute said final Official Statement,dated June 27,
2023, in the reoffering, sale and delivery of the Bonds to the public. The Mayor or Mayor Pro
Tem and City Secretary are further authorized to execute and deliver for and on behalf of the City
copies of said Official Statement in final form as may be required by the Underwriter, and such
final Official Statement in the form and content executed by said officials shall be deemed to be
approved by the City Council and constitute the Official Statement authorized for distribution and
use by the Underwriter.
SECTION 16: Control and Custody of Bonds. The Mayor or Mayor Pro Tem of the City
shall be and is hereby authorized to take and have charge of all necessary orders and records
pending investigation by the Attorney General of the State of Texas, including the printing and
supply of definitive Bonds, and shall take and have charge and control of the Initial Bond(s)
pending the approval thereof by the Attorney General, the registration thereof by the Comptroller
of Public Accounts and the delivery thereof to the Underwriter.
Furthermore, the Mayor, Mayor Pro Tem, the City Manager, the Assistant City Manager,
the Finance Director and the City Secretary, any one or more of said officials, are hereby
authorized and directed to furnish and execute such documents relating to the City and its financial
affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General,
and their registration by the Comptroller of Public Accounts and,together with the City's financial
advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the
delivery of the Initial Bond(s) to the Underwriter and the initial exchange thereof for definitive
Bonds.
SECTION 17: Proceeds of Sale. Immediately following the delivery of the Bonds, the
proceeds of sale shall be deposited with an official depository of the City to finance the permanent
public improvements referenced in Section 1 hereof and to pay the costs of issuance. Pending
expenditure for authorized projects and purposes, such proceeds of sale may be invested in
authorized investments in accordance with the provisions of Texas Government Code, Chapter
2256, as amended, including guaranteed investment contracts permitted by Texas Government
Code, Section 2256.015 et seq., and the City's investment policies and guidelines and any
investment earnings realized shall be expended for such authorized projects and purposes or
deposited in the Interest and Sinking Fund. $990,000 of the premium received from the
Underwriter will be deposited to the construction fund to finance the permanent public
improvements referenced in Section 1 hereof, $100,702.90 will be used for underwriter's discount
and the remaining premium will be used to pay costs of issuance as permitted by Section 1201.042,
Texas Government Code, as amended. Any surplus proceeds of sale of the Bonds, including
investment earnings, remaining after completion of all authorized projects or purposes shall be
deposited to the credit of the Interest and Sinking Fund.
SECTION 18: Notices to Holders - Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States mail, first-class, postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day next
preceding the mailing of such notice.
135364806.6/1001249454 23
In any case where notice to Holders is given by mail,neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Bonds. Where this Ordinance provides for notice in any
manner,such notice may be waived in writing by the Holder entitled to receive such notice,either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 19: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange,or replacement,if surrendered to the Paying Agent/Registrar,shall be promptly canceled
by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any
time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or
registered and delivered which the City may have acquired in any manner whatsoever, and all
Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds
held by the Paying Agent/Registrar shall be returned to the City.
SECTION 20: Le ag 1 Opinion. The Underwriter's obligation to accept delivery of the
Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP approving
the Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and
payment for the Bonds. A true and correct reproduction of said opinion or an executed counterpart
thereof shall accompany the global Bonds deposited with The Depository Trust Company or a
reproduction thereof shall be printed on the definitive Bonds in the event the book-entry-only
system shall be discontinued. The City Council confirms the continuation of the engagement of
Norton Rose Fulbright US LLP as the City's bond counsel.
SECTION 21: CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds
deposited with The Depository Trust Company or on printed definitive Bonds. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall
be of no significance or effect as regards the legality thereof and neither the City nor attorneys
approving the Bonds as to legality are to be held responsible for CUSIP numbers incorrectly
printed or typed on the definitive Bonds.
SECTION 22: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders,any right,remedy,or claim,legal or equitable,under or by reason
of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to
be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the
Holders.
SECTION 23: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
135364806.6/1001249454 24
SECTION 24: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 25: Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 26: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural,words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 27: Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid,the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares
that this Ordinance would have been enacted without such invalid provision.
SECTION 28: Continuing Disclosure Undertaking.
(a) 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) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation" shall not include municipal securities as to which a final official statement
(as defined in the Rule) has been provided to the MSRB consistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year, ending in or after 2023, financial information and
operating data with respect to the City of the general type included under Tables numbered 1
through 6 and 8 through 15 in the final Official Statement, and(2) within twelve months after the
end of each fiscal year, ending in or after 2023, audited financial statements of the City. If audited
financial statements are not available within 12 months after the end of any fiscal year, the City
will provide unaudited financial statements by the required time, and audited financial statements
when and if such audited financial statements become available. Any financial statements so
provided shall be prepared in accordance with the accounting principles described in Appendix B
of the Official Statement, or such other accounting principles as the City may be required to
employ from time to time pursuant to state law or regulation, and audited, if the City commissions
an audit of such statements and the audit is completed within the period during which they must
be provided.
135364806.6/1001249454 25
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end)prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The City shall provide notice of any of the following
events with respect to the Bonds to the MSRB in a timely manner and not more than ten (10)
business days after occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the Cityor
the sale of all or substantially all of its assets, other than in the ordinary course of
business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a trustee,
if material;
15. Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the City, any of which affect security holders, if material;
and
135364806.6/1001249454 26
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the City, 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 City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City and (b) the City intends the words used in the immediately preceding paragraphs (15) and
(16) in this Section to have the meanings ascribed to them in SEC Release No. 34-83885, dated
August 20, 2018.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as,but only for so long as,the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give the notice required by subsection (c) of this Section of any
Bond calls and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City doesnot
make any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
135364806.6/1001249454 27
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City 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 City, but only if(1) the provisions of this Section, as so amended, would have
permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule, taking into account any amendments or interpretations of the Rule to
the date of such amendment, as well as such changed circumstances, and(2) either(a)the Holders
of a majority in aggregate principal amount(or any greater amount required by any other provision
of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such
amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond
counsel) determines that such amendment will not materially impair the interests of the Holders
and beneficial owners of the Bonds. The provisions of this Section may also be amended from
time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the
Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to
the extent that reservation of the City's right to do so would not prevent underwriters of the initial
public offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the
City so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this Section an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change
in the type of financial information or operating data so provided.
SECTION 29: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Assistant City Manager, Finance Director and City Secretary are hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and on behalf of the City all
agreements,instruments,certificates or other documents, whether mentioned herein or not,as may
be necessary or desirable in order to carry out the terms and provisions of this Ordinance and the
issuance, sale and delivery of the Bonds. In addition,prior to the initial delivery of the Bonds, the
Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Finance Director, City Secretary
or Bond Counsel to the City are each hereby authorized and directed to approve any changes or
corrections to this Ordinance or to any of the documents authorized and approved by this
Ordinance: (i) in order to cure any ambiguity, formal defect, or omission in the Ordinance or such
other document; or (ii) as requested by the Attorney General of the State of Texas or his
representative to obtain the approval of the Bonds by the Attorney General. In the event that any
officer of the City whose signature shall appear on any document shall cease to be such officer
135364806.6/1001249454 28
before the delivery of such document, such signature nevertheless shall be valid and sufficient for
all purposes the same as if such officer had remained in office until such delivery.
SECTION 30: Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full in
this Section.
SECTION 31: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 32: Effective Date. This Ordinance shall take effect and be in full force
immediately from and after its adoption on the date hereof in accordance with the provisions of
Texas Government Code, Section 1201.028, as amended.
[Remainder of page intentionally left blank]
135364806.6/1001249454 29
DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas,
this 27`h day of June, 2023.
Matthew O. Porter, Mayor
ATTEST:
Stephanie Storm, City Secretary N
cl- v
(City Seal)
135364806.6/1001249454 S-1
EXHIBIT A
PAYING AGENUREGISTRAR AGREEMENT
135364806.6/1001249454 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of June 27, 2023 (this "Agreement"), by and
between The Bank of New York Mellon Trust Company, N.A., a banking association duly
organized and existing under the laws of the United States of America (the "Bank") and the City
of Wylie, Texas (the "Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Wylie, Texas General Obligation Bonds, Series 2023" (the"Securities"), dated July 15, 2023, such
Securities scheduled to be delivered to the initial purchasers thereof on or about July 27, 2023;
and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 A000intment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto; provided however, notwithstanding anything herein or in Annex A to
the contrary, the aggregate value of this agreement shall be less than the dollar limitation set forth
in Section 2271.002(a)(2) or Section 2274.002(a)(2) of the Texas Government Code, as
amended.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
135340819.2/1001249454
the provisions hereof(including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"Acceleration Date" on any Security means the date, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered to
the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor" means Hilltop Securities Inc.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association,joint stock company, trust, unincorporated organization or government
or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security(and, for the purposes of this definition, any mutilated, lost,
destroyed, or stolen Security for which a replacement Security has been registered
and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing
Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer', when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-
Chairman of the Executive Committee of the Board of Directors, the President,
any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any
Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or
Assistant Trust Officer, or any other officer of the Bank customarily performing
functions similar to those performed by any of the above designated
135340819.2/1001249454 2
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
First Class/Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York The Bank of New York The Bank of New York Mellon
Mellon Trust Company, N.A. Mellon Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street, 1 st Floor East
New York, NY 10286
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
135340819.2/1001249454 3
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such other
information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements
of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority,
such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder
thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for which
it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those which
the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
135340819.2/1001249454 4
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated. Destroyed. Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after(i)the filing by the Holder thereof with the
Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in
an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02 Reliance on Documents. Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
135340819.2/1001249454 5
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared
by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer's
financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank's reliance upon
and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 may Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Col lateral ization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United States
of America to secure and be pledged as collateral for paying agent accounts to the extent such
money is not insured by the Federal Deposit Insurance Corporation. Payments made from such
paying agent account shall be made by check drawn on such account unless the owner of the
Securities shall, at its own expense and risk, request an alternative method of payment.
135340819.2/1001249454 6
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or willful misconduct on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or liability
in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interoleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of
Texas to determine the rights of any Person claiming any interest herein.
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal corporate
office of the Bank in the City of Dallas, Texas.
Section 5.08 DTC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company' services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which establishes
requirements for securities to be eligible for such type depository trust services, including, but not
limited to, requirements for the timeliness of payments and funds availability, transfer turnaround
time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
135340819.2/1001249454 7
Section 6.02 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headinas. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assians. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.
Section 6.07 Merger, Conversion. Consolidation. or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion, or consolidation to which
the Bank shall be a party, or any corporation or association succeeding to all or substantially all
of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent
under this Agreement without the execution or filing of any paper or any further act on the part of
either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Aareement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document,
the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i)on the date of final payment
of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier
terminated by either party upon sixty (60) days written notice; provided, however, an early
termination of this Agreement by either party shall not be effective until (a) a successor Paying
Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice
has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within
a reasonable time, the Bank may petition a court of competent jurisdiction within the State of
Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
135340819.2/1001249454 8
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registrar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and
effect following the termination of this Agreement.
Section 6.12 Iran. Sudan or Foreign Terrorist Organizations, The Bank represents
that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other
affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of
Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and
posted on any of the following pages of such officer's internet website:
https:Hcomptroller.texas.gov/purchasing/docs/sudan-list.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https:Hcomptroller.texas.gov/purchasing/docs/fto-list.pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law
and excludes the Bank and each of its parent company, wholly- or majority-owned subsidiaries,
and other affiliates, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions
regime relating to a foreign terrorist organization. The Bank understands "affiliate" to mean any
entity that controls, is controlled by, or is under common control with the Bank and exists to make
a profit.
Section 6.13 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
135340819.2/1001249454 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title:
Address: 2001 Bryan Street, 101h Floor
Dallas, Texas 75201
135340819.2/1001249454 Signature Page to Paying Agent/Registrar Agreement
CITY OF WYLIE, TEXAS
By:
Mayor
Address: 300 Country Club Road
Wylie, Texas 75098
Attest:
City Secretary
135340819.2/1001249454 Signature Page to Paying Agent/Registrar Agreement
ANNEX A
135340819.2/1001249454 A-1