Ordinance 2012-21ORDINANCE NO. 2012-21
AN ORDINANCE APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF "CITY OF WYLIE, TEXAS,
PUBLIC PROPERTY FINANCE CONTRACTUAL
OBLIGATIONS, SERIES 201299; SPECIFYING THE TERMS OF
SUCH CONTRACTS; MAKING PROVISIONS FOR THE
PAYMENT THEREOF; AND RESOLVING OTHER MATTERS
INCIDENT AND RELATED TO THE EXECUTION,
PERFORMANCE AND PAYMENT OF SUCH CONTRACTS,
INCLUDING THE APPROVAL AND EXECUTION OF A PAYING
AGENT/REGISTRAR AGREEMENT AND A PURCHASE
CONTRACT AND THE APPROVAL AND DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL
STATEMENT PERTAINING THERETO; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, pursuant to V.T.C.A., Local Government Code, Subchapter A of Chapter
271, as amended (the "Public Property Finance Act "), the City Council is authorized and
empowered to execute, perform and make payments under contracts with any person for the use,
acquisition or purchase of personal property; and
WHEREAS, in accordance with the provisions of the Public Property Finance Act, the
City Council hereby finds and determines that the acquisition, use or purchase of certain items of
personal property identified in Exhibit A attached hereto, or such other personal property,
appliances, equipment, furnishings, or interests therein, considered by the City Council to be
necessary, useful and /or appropriate for purposes of the City, should be financed under and
pursuant to one or more contractual obligations to be executed and delivered on the terms and in
the form hereinafter prescribed;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF WYLIE, TEXAS:
SECTION 1: Contract - Authorization - Contract Amount - Property Identification.
Contracts, aggregating in amount $ (the "Aggregate Contract Amount ") and entitled "City
of Wylie, Texas, Public Property Finance Contractual Obligations, Series 2012" (the
"Contractual Obligations" or the "Contracts ") shall be and are hereby authorized to be executed
and delivered with the Initial Contracting Party, and the assigns thereof, to finance the use or the
purchase or other acquisition of personal property identified in Exhibit A attached hereto and
incorporated herein by reference as a part of this Ordinance for all purposes, or such other
personal property, appliances, equipment, furnishings, or interests therein, considered by the City
Council to be necessary, useful and /or appropriate for purposes of the City (the "Property "); all
in accordance with and pursuant to authority conferred by the laws of the State of Texas,
particularly the Public Property Finance Act.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
SECTION 2: Fully Registered Form - Contract Date - Authorized Amounts -
Installment Payments - Interest Rate. The Contracts shall be made, executed and delivered in
fully registered form, bear a date of July 15, 2012 (the "Contract Date "), and, except for the
Initial Contract authorized in Section 8 hereof, shall be in authorized amounts of $5,000 or any
integral multiple thereof (not to exceed an Installment Amount), and the Aggregate Contract
Amount shall be payable in annual installments (the "Installment Amounts ") on February 15 in
the amounts and interest shall accrue on such Installment Amounts at the per annum rate(s) as
follows:
Installment Interest
Payment Date Amount Rate (s)
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
Interest on the unpaid Installment Amounts shall accrue from the Contract Date
(calculated on the basis of a 360 -day year of twelve 30 -day months) and such interest shall be
payable on February 15 and August 15 in each year, commencing February 15, 2013, until
maturity or prior redemption.
SECTION 3: Terms of Payment - Paying A eng t /Re isg tray. The Installment Amounts on
each Contract and the interest thereon shall be payable only to the registered contracting party or
person (hereinafter called the "Contracting Party ") appearing on the registration and transfer
books maintained by the Paying Agent /Registrar and such Installment Amounts and the interest
payable thereon shall be payable in 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 without
exchange or collection charges to the Contracting Party.
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 Contracts is hereby approved and
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2
confirmed. Books and records relating to the registration, payment, exchange and transfer of the
Contracts (the "Contract 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 B, and such reasonable rules and regulations as the Paying Agent /Registrar and the City
may prescribe. The Mayor and City Secretary are hereby authorized to execute and deliver such
Paying Agent /Registrar Agreement in connection with the delivery of the Contracts. The City
covenants to maintain and provide a Paying Agent /Registrar at all times until the Contracts are
paid and discharged, and any successor Paying Agent /Registrar shall be a bank, trust company,
financial institution or other entity qualified to perform the duties and services of Paying
Agent /Registrar. Upon any change in the Paying Agent /Registrar for the Contracts, the City
agrees to promptly cause a written notice thereof to be sent to each Contracting Party by United
States Mail, first class postage prepaid, which notice shall also give the address of the new
Paying Agent /Registrar.
The Installment Amounts shall be payable when due or on a date of earlier redemption
thereof only upon the presentation and surrender of the Contracts to the Paying Agent /Registrar
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 on the Installment Amounts shall be paid to the Contracting
Parties which appear in the Contract 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 Contracting Party recorded in the Contract Register or (ii) by such other
method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of,
the Contracting Party. If the date for the payment of an Installment Amount or interest thereon
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 close, then the date for such payment shall be the next succeeding
day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date ") will be
established by the Paying Agent/ Registrar, if and when funds for the payment of such interest
have been received. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each Contracting Party appearing on the Contract 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 Contracts maturing on and after February 15, 2023,
shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in
Installment Amounts of $5,000 or any integral multiple thereof (and if within an Installment
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3
Amount by lot by the Paying Agent /Registrar), on February 15, 2022 or on any date thereafter at
the redemption price of par plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty -five (45) days prior to a
redemption date for the Contracts (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 Contracts, the Installment Amounts, or portions thereof, to be redeemed, and the date of
redemption therefor. The decision of the City to exercise the right to redeem Contracts shall be
entered in the minutes of the governing body of the City.
(c) Selection of Contracts for Redemption. If less than all Outstanding Contracts of
the same Installment Amount are to be redeemed on a redemption date, the Paying
Agent /Registrar shall determine which Contracts to redeem by dividing such Installment Amount
by $5,000 and the product of such division shall represent the number of Contracts Outstanding
for purposes of selecting by lot which Contracts are to be redeemed in whole or in part.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Contracts, 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 Contracting Party of a
Contract to be prepaid in whole or in part at the address of the Contracting Party appearing on
the Contract 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 Contracting Party.
All notices of redemption shall (i) specify the date of redemption for Installment
Amounts, (ii) identify the Contracts to be prepaid and, in the case of a portion of the Installment
Amount of a Contract is to be prepaid, the amount to be prepaid, (iii) state the redemption price,
(iv) state that the Installment Amount, or the portion of thereof to be prepaid, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
Installment Amount thereof to be prepaid, shall cease to accrue from and after the redemption
date, and (v) specify that the redemption of the Installment Amount is conditioned on the
presentation and surrender of the Contracts to the Designated Payment /Transfer Office of the
Paying Agent /Registrar. If a Contract is subject by its terms to prior redemption and notice of
redemption has been duly given as hereinabove provided, the Installment Amount of such
Contract (or the portion thereof to be prepaid) shall become due and payable and interest thereon
shall cease to accrue from and after the redemption date therefor; provided sufficient moneys for
the purpose of such redemption are held by the Paying Agent/Registrar.
(e) Conditional Notice of Redemption. With respect to any optional redemption of
the Contracts, unless moneys sufficient to pay the principal of and premium, if any, and interest
on the Contracts 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; and, if sufficient moneys are not received, such notice shall be of no force and
effect, the City shall not redeem such Contracts and the Paying Agent /Registrar shall give notice,
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Public Property Finance Contractual Obligations, Series 2012
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in the manner in which the notice of redemption was given, to the effect that the Contracts have
not been redeemed.
SECTION 5: Assignment - Registration - Transfer - Exchange of Contracts. The Paying
Agent /Registrar shall obtain, record, and maintain in the Contract Register the name and address
of each and every Contracting Party to a Contract executed and delivered under and pursuant to
the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Contract may be
assigned, transferred or exchanged for Contracts of other authorized amounts by the Contracting
Party, in person or by his duly authorized agent, upon surrender of such Contract to the Paying
Agent /Registrar for cancellation, accompanied by a written instrument of assignment and
transfer or request for exchange duly executed by the Contracting Party or by his duly authorized
agent, in form satisfactory to the Paying Agent/Registrar.
Any Contract to be assigned and transferred shall be surrendered to the Paying
Agent /Registrar and, upon its receipt and cancellation, the Paying Agent /Registrar shall register
and deliver, in the name of the designated assignee or transferee, one or more new Contracts of
authorized amounts and, except for the assignment and transfer of the Initial Contract by the
Initial Contracting Party, having the same Payment Date and of a like Installment Amount as the
Contract or Contracts surrendered for assignment and transfer.
Contracts may be exchanged for Contracts of other authorized amounts and having the
same Payment Date, bearing the same rate of interest and of like aggregate Installment Amount
as the Contracts surrendered for exchange, upon surrender of the Contracts to be exchanged to
the :Paying Agent /Registrar. Whenever any Contracts are surrendered for exchange, the Paying
Agent /Registrar shall register and deliver new Contracts to the Contracting Party requesting the
exchange.
When a Contract has been duly assigned and transferred or exchanged, the new Contract
or Contracts registered in such assignment and transfer or exchange shall be delivered to the
Contracting Party at the Designated Payment /Transfer Office of the Paying Agent /Registrar or
sent by United States Mail, first class, postage prepaid to the Contracting Party, and, upon the
registration and delivery thereof, such Contracts 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 Contracts surrendered in such assignment and transfer or exchange.
All transfers or exchanges of Contracts pursuant to this Section shall be made without
expense or service charge to the Contracting Party, except as otherwise herein provided, and
except that the Paying Agent /Registrar shall require payment by the Contracting Party requesting
such transfer or exchange of any tax or other governmental charges required to be paid with
respect to such transfer or exchange.
Contracts cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Contracts," evidencing all or a portion, as the case
may be, of the same obligation to pay evidenced by the new Contract or Contracts registered and
delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Contracts"
shall include any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract
has been registered and delivered in lieu thereof pursuant to the provisions of Section I I hereof
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and such new replacement Contract shall be deemed to evidence the same obligation as the
mutilated, lost, destroyed, or stolen Contract.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Contracting Party any Contract called for redemption, in whole or in part, within 45
days of the date fixed for the redemption of such Contract; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Contracting Party of the unredeemed
balance of a Contract 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 Contracts,
the City hereby approves and authorizes the use of "Book- Entry- Only" securities clearance,
settlement and transfer system provided by The Depository Trust Company ( "DTC "), a limited
purpose trust company organized under the laws of the State of New York, in accordance with
the requirements and procedures identified in the Blanket Letter of Representations, by and
between the City and DTC (the "Depository Agreement ").
Pursuant to the Depository Agreement and the rules of DTC, the Contracts shall be
deposited with DTC, who shall hold said Contracts for its participants (the "DTC Participants ").
While the Contracts are held by DTC under the Depository Agreement, the Contracting Party of
the Contracts on the Contract 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 Contract (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
Contracts or otherwise ceases to provide book -entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Contracts, the City covenants and agrees with the
Contracting Parties of the Contracts to cause Contracts to be printed in definitive form and
provide for the Contract certificates to be issued and delivered to DTC Participants and
Beneficial Owners, as the case may be. Thereafter, the Contracts in definitive form shall be
assigned, transferred and exchanged on the Contract Register maintained by the Paying
Agent /Registrar and payment of such Contracts shall be made in accordance with the provisions
of Sections 3 and 5 hereof.
SECTION 7: Execution - Registration. The Contracts shall be executed on behalf of the
City by the Mayor, with the seal of the City reproduced or impressed thereon and countersigned
by the City Secretary. The signature of such officers on the Contracts may be manual or
facsimile. Contracts bearing the manual or facsimile signatures of the persons holding such
offices on the Contract Date shall be deemed to be duly executed on behalf of the City,
notwithstanding a change in persons holding such offices at the time of delivery of the Contracts
to the Initial Contracting Party and with respect to Contracts delivered in subsequent assignments
and transfers or exchanges.
No Contract shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless the registration certificate appearing on the Contracts to be
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Public Property Finance Contractual Obligations, Series 2012
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signed by the Comptroller of Public Accounts of the State of Texas (substantially in the form
provided in Section 9(c) and/or the Paying Agent /Registrar (substantially in the form provided in
Section 9(d), either or both such certificates, as the case may be, are manually executed by an
authorized officer, employee or representative of the Comptroller of Public Accounts and /or the
Paying Agent /Registrar, and such registration certificate, either or both, upon any Contract when
duly executed by the Comptroller of Public Accounts and /or the Paying Agent /Registrar, as the
case may be, shall be conclusive evidence, and the only evidence, that such Contract has been
duly certified, registered and delivered.
SECTION 8: Initial Contract(s). The Contracts herein authorized may be initially
executed and delivered either (i) as a single fully registered Contract in the Aggregate Contract
Amount with Installment Amounts to become due and payable as provided in Section 2 hereof
and numbered T -1 or (ii) as multiple fully registered Contracts, being one Contract for each
Payment Date in the applicable Installment Amount and denomination and to be numbered
consecutively from T -1 upward (hereinafter called the "Initial Contract(s)" and, in either case,
the Initial Contract(s) shall be registered in the name of the Initial Contracting Party or the
designee thereof. The Initial Contract(s) shall be the Contracts 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 Contracting
Party. Any time after the delivery of the Initial Contract(s), the Paying Agent /Registrar, pursuant
to written instructions from the Initial Contracting Party, shall cancel the Initial Contract(s) and
exchange therefor Contracts of authorized amounts and in Installment Amounts with Payment
Dates and bearing applicable interest rates for transfer and delivery to the Contracting Parties
named at the addresses identified therefor; all pursuant to and in accordance with such written
instructions from the initial Contracting Party and such other information and documentation as
the ]Paying Agent/Registrar may reasonably require.
SECTION 9: Forms.
(a) Forms Generally. The Contracts, 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 the Contracts, 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 and such legends and endorsements (including insurance legends in
the event the Contracts, or any installment amounts thereof, are purchased with insurance and
any reproduction of an opinion of counsel) thereon as may, consistently herewith, be determined
by the officers executing and delivering such Contracts as evidenced by their execution.
The Contracts, including the Initial Contract, shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Contracts as evidenced by their execution.
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Public Property Finance Contractual Obligations, Series 2012
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(b) General Contract Form.
REGISTERED
NO.
REGISTERED:
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION
SERIES 2012
Contract Date: Interest Rate: Payment Date: CUSIP No.:
July 15, 2012 % February 15, 20
Contracting Party:
Installment 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, hereby agrees and
promises to pay to the Contracting Party named above, or the registered assigns thereof, the
Installment Amount hereinabove stated on the Payment Date specified above (or so much thereof
as shall not have been paid upon prior redemption) and to pay interest on such unpaid Installment
Amount from the interest payment date next preceding the "Registration Date" of this Contract
appearing below (unless this Contract 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
Contract is prior to the initial interest payment date in which case it shall bear interest from the
Contract Date) at the per annum rate of interest specified above computed on the basis of a
360 -day year of twelve 30 -day months; such interest being payable on February 15 and August
15 in each year, commencing February 15, 2013, until maturity or prior redemption. The
Installment Amount is payable on the Payment Date or on a redemption date noted above to the
Contracting Party only upon presentation and surrender of this Contract to the Designated
Payment /Transfer Office of the Paying Agent /Registrar executing the registration certificate
appearing hereon, or its successor. Interest is payable to the Contracting Party of this obligation
(or one or more Predecessor Contracts, as defined in the Ordinance hereinafter referenced) who
appears on the "Contract 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 such Contracting Party recorded
in the Contract Register or by such other method, acceptable to the Paying Agent /Registrar,
requested by, and at the risk and expense of, the Contracting Party. If the date for the payment of
an Installment Amount or interest thereon 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 close, then the date
for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when banking institutions are authorized to close; and payment on such date shall
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Public Property Finance Contractual Obligations, Series 2012
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have the same force and effect as if made on the original date payment was due. The Installment
Amount of this Contract and interest thereon shall be paid without exchange or collection
charges to the Contracting Party 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 Contract is one of a number of contracts aggregating in amount $ (herein
referred to as the "Contracts "), executed and delivered to finance the acquisition, use or purchase
of personal property, under and in strict conformity with the Constitution and laws of the State of
Texas, particularly the Public Property Finance Act (V.T.C.A., Local Government Code,
Subchapter A of Chapter 271, as amended) and pursuant to an Ordinance adopted by the City
Council of the City (herein referred to as the "Ordinance ").
The Contracts maturing on and after February 15, 2023, may be redeemed prior to their
Installment Amounts, 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 an Installment Amount by lot by the Paying
Agent /Registrar), on February 15, 2022, or on any date thereafter, at the redemption price of par,
together with accrued interest to the date of redemption.
At least thirty days prior to the date fixed for any redemption of Contracts, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
prepaid, to the Contracting Party of each Contract to be redeemed at the address shown on the
Contract Register and subject to the terms and provisions relating thereto contained in the
Ordinance. If a Contract (or any portion of its Installment Amount) shall have been duly called
for redemption and notice of such redemption duly given, then upon such redemption date such
Contract (or the portion of its Installment Amount to be prepaid) shall become due and payable,
and interest thereon shall cease to accrue from and after the redemption date therefor, provided
sufficient moneys for the purpose of such redemption are held by the Paying Agent /Registrar.
In the event a portion of the Installment Amount of a Contract is to be prepaid, payment
of the redemption price shall be made to the Contracting Party only upon presentation and
surrender of such Contact to the Designated Payment /Transfer Office of the Paying
Agent /Registrar, and a new Contract or Contracts of like Payment Date and interest rate in any
authorized amounts provided by the Ordinance for the then unpaid balance of the Installment
Amount thereof will be issued to the Contracting Party, without charge. If the Installment
Amount of this Contract is selected for redemption, in whole or in part, the City and the Paying
Agent/Registrar shall not be required to deliver or transfer this Contract to an assignee of the
Contracting Party within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the Contracting Party of
the unpaid balance of the Installment Amount of a Contract prepaid in part.
With respect to any optional redemption of the Contracts, unless moneys sufficient to pay
the principal of and premium, if any, and interest on the Contracts 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; and, if sufficient moneys are not
received, such notice shall be of no force and effect, the City shall not redeem such Contracts
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and the Paying Agent /Registrar shall give notice, in the manner in which the notice of
redemption was given, to the effect that the Contracts have not been redeemed.
This Contract is an obligation of the City payable from the pledged 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
Contracting Party by the acceptance hereof hereby agrees, for definitions of terms; the
description of and the nature and extent of the taxes pledged for the payment of the Contracts;
the terms and conditions relating to the assignment and transfer of this Contract; the conditions
upon which the Ordinance may be amended or supplemented with or without the consent of the
Contracting Parties; the rights, duties, and obligations of the City and the Paying
Agent /Registrar; the terms and provisions upon which this Contract may be discharged at or
prior to its Payment Date or earlier redemption, and the obligation evidenced by the Contracts
cease to exist as an obligation of the City; and for other terms and provisions contained therein.
Capitalized terms used herein have the meanings assigned in the Ordinance.
This Contract, subject to certain limitations contained in the Ordinance, may be assigned
and transferred on the Contract 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 party hereof, or his duly authorized
agent. When a transfer on the Contract Register occurs, one or more new fully registered
Contracts with the same Payment Date, in authorized amounts, bearing the same rate of interest,
and of the same Installment Amount will be delivered by the Paying Agent /Registrar to the
designated assignee or assignees.
The City and the Paying Agent /Registrar, and any agent of either, shall treat the
registered party whose name appears on the Contract Register (i) on the Record Date as the
Contracting Party entitled to payment of interest hereon, (ii) on the date of surrender of this
Contract as the Contracting Party entitled to payment of the Installment Amounts on the Payment
Date or upon its earlier redemption and (iii) on any other date as the Contracting Party to notify
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. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States Mail, first class postage prepaid, to the address of each Contracting Party appearing on the
Contract 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 execution and delivery of the Contracts is
duly authorized by law; that all acts, conditions and things required to exist and be done
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sw precedent to and in the execution and delivery of the Contracts 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; and that due provision has been made for the payment of the
Contracts and interest thereon as aforestated. In case any provision in this Contract 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
Contract and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Contract to be
duly executed under the official seal of the City as of the Contract Date.
CITY OF WYLIE, TEXAS
Mayor
ATTEST:
City Secretary
(City Seal)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Contract(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
) REGISTER NO.
OF PUBLIC ACCOUNTS )
I HEREBY CERTIFY that this Contract 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
(SEAL)
Comptroller of Public Accounts
of the State of Texas
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
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(d) Form of Certificate of Paving Agent /Registrar to appear on definitive Contracts.
REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR
This Contract has been duly delivered and registered under the provisions of the
within - mentioned Ordinance; the contract or contracts initially executed and delivered by the
City having been approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts, as shown by the records of the Paying Agent /Registrar.
The designated offices of the Paying Agent /Registrar in East Syracuse, New York is the
"Designated Payment /Transfer Office" for this Contract.
Registration date:
(e) Form of Assignment.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas,
as Paying Agent /Registrar
i
ASSIGNMENT
Authorized Signature
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Print
or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number):
the within Contract and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Contract on the books kept for registration thereof, with full power
of substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with the
name of the contracting party as it appears
on the face of the within Contract in every
particular.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
12
(f) The Initial Contract shall be in the form set forth in paragraph(b) of this Section,
except that the form of the single fully registered Initial Contract shall be modified as follows:
REGISTERED REGISTERED:
NO. T -1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION
SERIES 2012
Contract Date: July 15, 2012
Contracting Party:
Contract Amount:
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, hereby agrees and
promises to pay to the order of the Contracting Party named above, or the registered assigns
thereof, the Contract Amount hereinabove stated on the Payment Dates and in Installment
Amounts in accordance with the following schedule:
Installment Interest
Payment Date Amount Rate (s)
(Information to be inserted from schedule in Section 2 hereof)
(or so much thereof as shall not have been redeemed prior to maturity) and to pay interest on
such unpaid annual Installment Amounts from the Contract Date at the per annum rate(s) of
interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such
interest being payable on February 15 and August 15 in each year, commencing February 15,
2013, until maturity or prior redemption. The Installment Amounts are payable on the Payment
Dates noted above or on a date of earlier redemption to the Contracting Party named above or the
assigns thereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the
"Paying Agent /Registrar "), upon its 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 office of such successor (the "Designated Payment /Transfer Office "). Interest is
payable to the Contracting Party whose name appears on the "Contract 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 Contracting Party recorded in the Contract Register or by such other method,
acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of, the
Contracting Party. If the date for the payment of an Installment Amount or interest thereon shall
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
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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 close, then the date for such payment shall be the next succeeding day
which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due. The Installment Amounts of this Contract and interest
thereon shall be paid without exchange or collection charges to the Contracting Party 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 Installment Amounts to
become due and payable and the payment of the interest thereon, 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 shall be at a rate from year to year
as will be ample and sufficient to provide funds each year to pay (i) the Installment Amounts to
become due and payable or an amount equal to 2% of the Aggregate Contract Amount
(whichever is the greater) and (ii) the accrued interest on the Installment Amounts to become due
and payable; full allowance being made for delinquencies and costs of collection. Full, complete
and accurate books and records relating to the receipt and disbursement of taxes levied, assessed
and collected for and on account of the Contracts shall be kept and maintained by the City at all
times while the Contracts are Outstanding, and the taxes collected annually for the payment of
the Contracts shall be deposited to the credit of a "Special 2012 Contracts Fund" (the "Sinking
Fund ") maintained on the records of the City and 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 Contracts.
The Mayor, Mayor Pro Tem, City Manager, Finance Director and City Secretary of the
City, individually or jointly, are hereby authorized and directed to cause to be transferred to the
Paying Agent /Registrar, from funds on deposit in the Sinking Fund, amounts sufficient to fully
pay and discharge promptly each Installment Amount and interest on the Contracts as the same
accrues or becomes due and payable; such transfer 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 Payment
Date and each interest payment date for the Contracts.
SECTION 11: Mutilated - Destroyed - Lost and Stolen Contracts. In case a Contract
shall be mutilated, or destroyed, lost or stolen, the Paying Agent /Registrar may execute and
deliver a replacement Contract of like form and tenor, and in the same authorized amount and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Contract, or in lieu of and in substitution for such destroyed, lost or stolen Contract,
only upon the approval of the City and after (i) the filing by the Contracting Party with the
Paying Agent /Registrar of evidence satisfactory to the Paying Agent /Registrar of the destruction,
loss or theft of such Contract, 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 Contract shall be
borne by the Contracting Party of the Contract mutilated, or destroyed, lost or stolen.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
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Every replacement Contract 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 Contracts; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Contracts.
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 Contracting Parties, the Installment Amounts,
together with the accrued interest thereon, 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 Contracting Parties shall thereupon cease, terminate, and
be discharged and satisfied.
The Contracts 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 the Installment Amounts
as the same shall become due and payable on the Payment Dates or to the redemption date
therefor, together with all interest due thereon, shall have been irrevocably deposited with and
held in trust by the Paying Agent /Registrar, or an authorized escrow agent, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent /Registrar, or an
authorized escrow agent, which Government Securities have been certified by an independent
accounting firm to mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the Installment Amounts and accrued interest on
and prior to each Payment Date 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 Contracts to be treated as "arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent /Registrar, or
an authorized escrow agent, pursuant to this Section which is in excess of the amounts required
for the payment of the Contracts in accordance with the defeasance provisions shall be remitted
to the City or deposited as directed by the City. 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" shall mean (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 an agency or instrumentality of the United States of America 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
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
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AAA or its equivalent and (iv) any other then authorized securities or obligations that may be
used to defease obligations such as the Contracts under the then applicable laws of the State of
Texas.
SECTION 13: Ordinance a Contract - Amendments - Outstanding Contracts. This
Ordinance shall constitute an agreement with the Contracting Parties from time to time, be
binding on the City, and shall not be amended or repealed by the City so long as any of the
Contracts remain Outstanding except as permitted in this Section and in Section 28 hereof. The
City may, without the consent of or notice to any Contracting Parties, from time to time and at
any time, amend this Ordinance in any manner not detrimental to the interests of the Contracting
Parties, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the consent of Contracting Parties to Contracts which are
Outstanding and represent a majority of the aggregate Installment Amounts affected thereby,
amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the
consent of Contracting Parties of all Contracts which are Outstanding, no such amendment,
addition, or rescission shall (1) extend the time or times of payment of the Installment Amounts
and interest on the Contracts, reduce the Installment Amounts, the redemption price therefor,
change the rate of interest thereon, or in any other way modify the terms of payment of the
Contracts, (2) give any preference to any Contract over any other Contract, or (3) reduce the
aggregate Installment Amount of Contracts required to be held for consent to any such
amendment, addition, or rescission.
The term "Outstanding" when used in this Ordinance with respect to Contracts means, as
of the date of determination, all Contracts theretofore delivered and registered under this
Ordinance, except:
(1) those Contracts cancelled or delivered to the Paying
Agent /Registrar for cancellation;
(2) those Contracts for which the Installment Amounts and all interest
payable thereon has been paid or is deemed to be fully paid in accordance with
the provisions of Section 12 hereof, and
(3) those mutilated, destroyed, lost, or stolen Contracts for which
replacement obligations have been registered and delivered in lieu thereof as
provided in Section 11 hereof.
SECTION 14: Covenants to Maintain Tax - Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Contracts 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.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
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"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 Contracts.
"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 Contracts are invested
and which is not acquired to carry out the governmental purposes of the
Contracts.
"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
Contracts. 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 Contracts has the meaning set forth in Section
1.148 -4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Contract 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 Contract, the City shall
cornply 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
Installment Amount of Contracts:
(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 Contracts, and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
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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
Contracts 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 Contracts 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 i£ (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity
under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed
or improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Installment Amount of the Contracts 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 Contracts.
(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 Contracts 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:
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(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 Contract is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Contracts 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 Contracts until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Contracts by
the Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the City shall pay to the United States out of the Interest and
Sinking Fund or its general fund, as permitted by applicable Texas statute,
regulation or opinion of the Attorney General of the State of Texas, the amount
that when added to the future value of previous rebate payments made for the
Contracts equals (i) in the case of a Final Computation Date as defined in Section
1.148- 3(e)(2) of the Regulations, one hundred percent (100 %) of the Rebate
Amount on such date; and (ii) in the case of any other Computation Date, ninety
percent (90 %) of the Rebate Amount on such date. In all cases, the rebate
payments shall be made at the times, in the installments, to the place and in the
manner as is or may be required by section 148(f) of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038 -T or
such other forms and information as is or may be required by Section 148(f) of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148 3(h) of the Regulations.
(i) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tern,
City Manager, Finance Director and City Secretary, 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 Contracts, in the Certificate as to Tax
Exemption or similar or other appropriate certificate, form or document.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
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0) Qualified Tax Exempt Obligations. In accordance with the provisions of
paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the
Contracts to be "qualified tax exempt obligations" in that the Contracts are not "private activity
bonds" as defined in the Code and the reasonably anticipated amount of "qualified tax exempt
obligations" to be issued by the City (including all subordinate entities of the City) for the
calendar year 2012 will not exceed $10,000,000.
SECTION 15: Sale of Contracts - Official Statement Approval. The Contracts authorized
by this Ordinance are hereby sold by the City to BOSC, Inc. and SAMCO Capital Markets, Inc.
(jointly, the "Purchasers ") in accordance with the Purchase Agreement, dated July 24, 2012 (the
"Purchase Agreement "), attached hereto as Exhibit C and incorporated herein by reference as a
part of this Ordinance for all purposes, and the City has determined and does determine that the
terms of such Purchase Agreement are in the City's best interests. The Mayor or Mayor Pro Tem
are hereby authorized and directed to execute said Purchase Agreement for and on behalf of the
City and as the act and deed of this City Council, and in regard to the approval and execution of
the Purchase Agreement, the City Council hereby finds, determines and declares that the
representations, warranties and agreements of the City contained in the Purchase Agreement are
true and correct in all material respects and shall be honored and performed by the City.
Furthermore, the use of the Preliminary Official Statement by the Purchasers in
connection with the public offering and sale of the Contracts is hereby ratified, confirmed and
approved in all respects. The final Official Statement, which reflects the terms of sale (together
with such changes approved by the Mayor, Mayor Pro Tem, Finance Director or City Manager,
any one or more of said officials), shall be and is hereby in all respects approved and the
Purchasers are hereby authorized to use and distribute said final Official Statement, dated
July 24, 2012, in the reoffering, sale and delivery of the Contracts to the public. The Mayor or
Mayor Pro Tem and City Secretary are further authorized to deliver for and on behalf of the City
copies of said Official Statement in final form as may be required by the Purchasers, and such
final Official Statement in the form and content delivered 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 Purchasers.
SECTION 16: Cancellation. All Contracts surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Paying Agent /Registrar, shall be
promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying
Agent /Registrar and, if not already cancelled, shall be promptly cancelled by the Paying
Agent /Registrar. The City may at any time deliver to the Paying Agent /Registrar for
cancellation any Contracts previously certified or registered and delivered which the City may
have acquired in any manner whatsoever, and all Contracts so delivered shall be promptly
cancelled by the Paying Agent /Registrar. All cancelled Contracts held by the Paying
Agent /Registrar shall be returned to the City.
SECTION 17: Notices of Contracting Parties. Wherever Ordinance provides for notice to
Contracting Parties 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 Contracting Party appearing in the Contract Register at the close of business
on the business day next preceding the mailing of such notice.
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In any case where notice to Contracting Parties is given by mail, neither the failure to
mail such notice to any particular Contracting Party, nor any defect in any notice so mailed, shall
affect the sufficiency of such notice with respect to all other Contracts. Where this Ordinance
provides for notice in any manner, such notice may be waived in writing by the Contracting
Party 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 a
Contracting Party 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 18: Proceeds of Sale. The proceeds of sale of the Contracts, excluding the
accrued interest received from the Purchasers and amounts to pay costs of issuance, shall be
deposited in an acquisition fund maintained at a City depository. Pending expenditure for the
Property, such proceeds of sale may be invested in authorized investments in accordance with
the provisions of V.T.C.A., Government Code, Chapter 2256, as amended, and the City's
investment policies and guidelines, and any investment earnings realized shall be expended for
the Property or deposited in the Sinking Fund as shall be determined by the City Council.
Accrued interest received from the Purchasers as well as any surplus proceeds of sale of the
Contracts, including investment earnings, remaining after acquisition of the Property shall be
deposited to the credit of the Sinking Fund.
SECTION 19: Legal Opinion. The Initial Contracting Party's obligation to accept
delivery of the Contracts is subject to being furnished a final opinion of Fulbright & Jaworski
L.L.P., Attorneys, Dallas, Texas, approving the Contracts as to their validity, said opinion to be
dated and delivered as of the date of delivery and payment for the Contracts. A true and correct
reproduction of said opinion or an executed counterpart thereof shall accompany the global
Contracts deposited with DTC or a reproduction thereof shall be printed on the definitive
Contracts in the event the book - entry -only system shall be discontinued.
SECTION 20: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Contracts. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Contracts shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving the Contracts as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Contracts.
SECTION 21: 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 Contracting Parties, 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 Contracting Parties.
SECTION 22: 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.
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Public Property Finance Contractual Obligations, Series 2012
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SECTION 23: Governing Law. This Ordinance and the Contracts authorized to be
executed and delivered hereunder shall be construed and enforced in accordance with the laws of
the State of Texas and the United States of America.
SECTION 24: Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 25: 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 26: 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 27: 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 28: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year, beginning in or after 2012, financial information and
operating data with respect to the City of the general type included in the Official Statement and
described in Exhibit D hereto, and (2) if not provided as part of such financial information and
operating data, audited financial statements of the City, when and if available. Any financial
statements so provided shall be prepared in accordance with the accounting principles described
in Exhibit D hereto, or such other accounting principles as the City may be required to employ
from time to time pursuant to state law or regulation, and audited, if the City commissions an
audit of such statements and the audit is completed within the period during which they must be
provided.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
22
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 Contracts to the MSRB in a timely manner and not more than 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 Contracts, or other material events affecting
the tax status of the Contracts;
(7) Modifications to rights of holders of the Contracts, if material;
(8) Contract calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Contracts, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of its assets, other than in the
ordinary course of business, the entry into of a definitive agreement to
undertake such an action or the termination of a definitive agreement
relating to any such actions, other than pursuant to its terms, if material;
and
(14) Appointment of a successor or additional trustee or the change of name of
a trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)(12)
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or
in any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
23
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains an "obligated person" with respect to the Contracts within the meaning of the Rule,
except that the City in any event will give the notice required by subsection (c) hereof of any
Contract 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 Contracting Parties and
beneficial owners of the Contracts, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Contracts at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
CONTRACTING PARTY OR BENEFICIAL OWNER OF ANY CONTRACT OR ANY
OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE
OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION,
BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT,
FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION
FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances resulting from a
change in legal requirements, a change in law, or a change in the identity, nature, status, or type
of operations of the City, but only if (1) the provisions of this Section, as so amended, would
have permitted an underwriter to purchase or sell Contracts in the primary offering of the
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
24
Contracts 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 Contracting Parties 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 Contracts 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 Contracting Parties and beneficial owners of the Contracts.
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 Contracts
from lawfully purchasing or selling Contracts in such offering. If the City so amends the
provisions of this Section, it shall include with any amended financial information or operating
data next provided pursuant to subsection (b) 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 Tern, City
Manager, Finance Director and City Secretary are hereby expressly authorized, empowered and
directed from time to time and at any, tithe 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 of the Contracts. In addition, prior to the initial delivery of the Contracts, the Mayor,
Mayor Pro Tem, City Manager, Finance Director or Bond Counsel to the City are each hereby
authorized and directed to approve any changes or corrections to this Ordinance or to any of the
documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal
defect or omission in this 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 Contracts by the
Attorney General and if such officer or counsel determines that such changes are consistent with
the intent and purpose of this Ordinance, which determination shall be final. In the event that
any officer of the City whose signature shall appear on any document shall cease to be such
officer before the delivery of such document, such signature nevertheless shall be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 30: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by V.T.C.A., Local Government Code, Chapter 551, as
amended.
SECTION 31: Effective Date. In accordance with the provisions of V.T.C.A.,
Government Code, Section 1201.028, as amended, this Ordinance shall be in force and effect
from and after its passage on the date shown below and it is so ordained.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
25
PASSED AND ADOPTED, this July 24, 2012.
ATTEST:
City ecretary
(City Seal)
95664954.2/11109173 S -1
CITY OF WYLIE, TEXAS
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EXHIBIT A
DESCRIPTION OF PROPERTY
Description of Property
Fire Quints
95664954.2/11109173 A-1
Estimated Cost
EXHIBIT B
PAYING AGENT /REGISTRAR AGREEMENT
95664954.2/11109173 B-1
THIS AGREEMENT is entered into as of July 24, 2012 (this "Agreement "), by and
between The Bank of New Fork Mellon Trust Company, N.A., Dallas, Texas, 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 ").
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Wylie, Texas, Public Property Finance Contractual Obligations, Series 2012 ", dated July 15,
2012 (the "Securities "), such Securities scheduled to be delivered to the initial purchasers thereof
on or about August 28, 2012; 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 • .
Section 1.01 Appointment. 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.
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
95665373.1/11104173
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
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 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 First Southwest Company.
"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 terns 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
95665373.1111109173 2
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
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.
Section 3.01 Duties of Paying 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 Only By Hand Only
The Bank of New York The Bank of New York Mellon The Bank of New York Mellon
Mellon Trust Company, N.A. Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P. O. Box 2320 2001 Bryan Street, 9th Floor Corporate Trust Window,
Dallas, Texas 75221 -2320 Dallas, Texas 75201 101 Barclay Street, 1St Floor East
New York, New York 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 snail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Banc, requested in writing by the Holder
at the Holder's risk and expense.
95665373.1/11109173 3
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.
a ,,
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 National Association of Securities
Dealers, 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 'ter. 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.
95665373.1111109173 4
Section 4.04 Dist 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.
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.
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.
95665373.1/11109173 5
Section 5.02 Reliance on Documentsg 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
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.
95665373.1/11109173 6
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 Mon t/Collateralization. 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.
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 bad faith 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 Interpleader. 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 -farther 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.
95665373.1/11109173 7
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 Band{ 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 1 1_ ..
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
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 hereof.
Section 6.04 Effect of HKgdings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. 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 l ereer, 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
Bands 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.
95665373.1/11109173 8
Section 6.05 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 6009 Entire Agreement. 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.
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 6012 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]
95665373'.1/11109173 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., Dallas, Texas
IN
Title: Vice President
Address: 2001 Bryan Street, 11th Floor
Dallas, Texas 75201
Attest:
Tit e: Senior Associate
95665373.1/11109173 S -1
Attest:
City Secretary
OF
o��F,co�oR�oo
'RNS►, FE RAI�w,Y
0188 ?0
BTere of Tsy-i '
CITY OF WYLIE, TEXAS
By: v &��
Mayor I U
Address: 300 Country Club Road, Building 100
Wylie, Texas 75098
95665373.1/11109173 S -2
:, Hi
BNY MEALON
ORPORKFE TRUST
City of Wylie, TX General Obligation Bonds and Public Property Finance
Contractual Obligations, Series 2012
Fee Schedule
July 13, 2012
A one -time charge covering the Bank Officer's review of governing documents, communication with members
of the closing party, including representatives of the issuer, investment banker(s) and attorney(s), establishment
of procedures and controls, set -up of trust accounts and tickler suspense items and the receipt and
disbursement/investment of bond proceeds. This fee is payable on the closing date.
An annual charge covering the normal paying agent duties related to account administration and bondholder
services. Our pricing is based on the assumption that the bonds are DTC- eligible/book -entry only. If the bonds
are certificated or physical, then we will have to charge an additional $1000 per year as a paying agent. This
fee is payable annually, in advance.
F
11 N, The charges for performing extraordinary or other services not contemplated at the time of the execution of the
transaction or not specifically covered elsewhere in this schedule will be commensurate with the service to be
provided and may be charged in BNY Mellon's sole discretion. If it is contemplated that the Trustee hold
and /or value collateral or enter into any investment contract, forward purchase or similar or other agreement,
additional acceptance, administration and counsel review fees will be applicable to the agreement governing
such services. If the bonds are converted to certificated form, additional annual 'fees will be charged for any
applicable tender agent and/or registrar /paying agent services. Additional information will be provided at such
time. Should this transaction terminate prior to closing, all out -of- pocket expenses incurred, including legal
fees, will be billed at cost. If all outstanding bonds of a series are defeased or called in full prior to their
maturity, a termination fee may be assessed at that time.
These extraordinary services may include, but are not limited to, supplemental agreements, consent operations,
unusual releases, tender processing, sinking fund redemptions, failed remarketing processing, the preparation
of special or interim reports, custody of collateral, a one -time fee to be charged upon termination of an
engagement. Counsel, accountants, special agents and others will be charged at the actual amount of fees and
expenses billed, UCC filing fees, money market sweep fees, auditor confimlation fees, wire transfer fees,
transaction fees to settle third -party trades and 'reconcilement fees to balance trust account balances to third -
party investment provider statements
Annual fees include one standard audit confirmation per year without charge. Standard audit confirmations
include the final maturity date, principal paid, principal outstanding, interest cycle, interest paid, cash and asset
information, interest rate, and asset statement information. Non - standard audit confirmation requests may be
assessed an additional fee. Periodic tenders, sinking fund, optional or extraordinary call redemptions will be
assessed at $300 per event. FDIC or other governmental charges will be passed along to you as incurred.
2001 Bryan — 11 °i Floor Dallas, TX 75201
BNY LN
CORPORATE TRUST
Terms and Disclosures
Terms of Proposal
Final acceptance of the appointment under the Indenture is subject to approval of authorized officers of BNYM
and full review and execution of all documentation related hereto. Please note that if this transaction does not
close, you will be responsible for paying any expenses incurred, including Counsel Fees. We reserve the right
to terminate this offer if we do not enter into final written documents within three months from the date this
document is first transmitted to you. Fees may be subject to adjustment during the life of the engagement.
Customer Notice required by the USA Patriot Act
To help the US government fight the funding of terrorism and money laundering activities, US Federal law
requires all financial institutions to obtain, verify, and record information that identifies each person (whether
an individual or organization) for which a relationship is established.
What this means to you: When you establish a relationship with BNYM, we will ask you to provide certain
information (and documents) that will help us to identify you. We will ask for your organization's name,
physical address, tax identification or other government registration number and other information that will
help us to identify you. We may also ask for a Certificate of Incorporation or similar document or other
pertinent identifying documentation for your type of organization.
We thank you for your assistance.
2001 Bryan — 11'" Floor Dallas, TX 75201
EXHIBIT C
PURCHASE AGREEMENT
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
C -1
$7,005,000
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2012
$1,565,000
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS,
SERIES 2012
BOND PURCHASE AGREEMENT
July 24, 2012
Mayor and City Council
City of Wylie, Texas
300 Country Club Road
Wylie, Texas 75098
Ladies and Gentlemen:
The undersigned, BOSC, Inc., A Subsidiary of BOK Financial Corporation (hereinafter
sometimes called the "Representative "), acting on its own behalf and on behalf of the other
underwriters listed on Schedule I hereto (the Representative and such other underwriters being
collectively called the "Underwriters "), and not acting as a fiduciary or agent for you, offers to
enter into the following agreement (the "Agreement ") with the City of Wylie, Texas (the
"Issuer ") which, upon the Issuer's written acceptance of this offer, will be binding upon the
Issuer and upon the Underwriters. This offer is made subject to the Issuer's written acceptance
hereof on or before 10:00 p.m., Wylie, Texas time, on the date hereof, and, if not so accepted,
will be subject to withdrawal by the Underwriters upon written notice delivered to the Issuer at
any time prior to the acceptance hereof by the Issuer. Terms not otherwise defined in this
Agreement shall have the same meanings set forth in the Ordinances (as defined herein) or in the
Official Statement (as defined herein).
1. Purchase and Sale of the Obligations. Subject to the terms and conditions and in
reliance upon the representations, warranties and agreements set forth herein, the Underwriters
hereby agree, jointly and severally, to purchase from the Issuer, and the Issuer hereby agrees to
sell and deliver to the Underwriters, all, but not less than all, of the Issuer's General Obligation
Refunding Bonds, Series 2012 (the "Bonds ") and Public Property Finance Contractual
Obligations, Series 2012 (the "Contractual Obligations," and together with the Bonds, the
"Obligations "). The Issuer acknowledges that in connection with the purchase and sale of the
Obligations pursuant to this Agreement and the offering of the Obligations for sale and the
discussions and negotiations relating to the terms of the Obligations set forth in this Agreement:
(i) the primary role of the Underwriters, as underwriters, is to purchase securities for resale to
investors in an arms - length commercial transaction between the Issuer and the Underwriters and
#4132213.2
that the Underwriters have financial and other interests that differ from those of the Issuer, (ii)
the Underwriters are not acting as advisors or fiduciaries to the Issuer and have not assumed any
advisory or fiduciary responsibility to the Issuer with respect to the offering of the Obligations
and the discussions, undertakings and proceedings leading thereto (irrespective of whether the
Underwriters have provided other services or are currently providing other services to the Issuer
on other matters), (iii) the only obligations the Underwriters have to the Issuer with respect to the
offering of the Obligations are set forth expressly in this Agreement and (iv) the Issuer has
consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent
it has deemed appropriate in connection with the offering of the Obligations. The Representative
represents and warrants to the Issuer that it has been duly authorized to act on behalf of itself and
the other Underwriters to enter into this Agreement and to take all actions, on behalf of the
Underwriters, required or contemplated to be performed by the Underwriters under this
Agreement.
The principal amount of the Bonds to be issued, the maturities, sinking fund (to the extent
applicable) and optional redemption provisions, and interest rates per annum are set forth in
Schedule II hereto. The Bonds shall be as described in, and shall be issued and secured under
and pursuant to the provisions of the ordinance adopted by the Issuer's City Council (the
"Council ") on July 24, 2012 authorizing the issuance of the Bonds (the "Bond Ordinance ").
The principal amount of the Contractual Obligations to be issued, the maturities, sinking
fund (to the extent applicable) and optional redemption provisions and interest rates per annum
are set forth in Schedule III hereto. The Contractual Obligations shall be as described in, and
shall be issued and secured under and pursuant to the provisions of the ordinance (the
"Contractual Obligation Ordinance," and together with the Bond Ordinance, the "Ordinances ")
adopted by the Council on July 24, 2012.
The purchase price for the Bonds shall be $7,436,184.35 (representing $7,005,000
original principal amount of the Bonds, plus a net premium on the Bonds of $485,215.00 less an
underwriting discount of $54,030.65), plus interest accrued on the Bonds to the Closing Date (as
defined herein).
The purchase price for the Contractual Obligations shall be $1,628,117.15 (representing
$1,565,000 original principal amount of the Contractual Obligations, plus a net premium on the
Contractual Obligations of $77,113.80, less an underwriting discount of $13,996.65), plus
interest accrued on the Contractual Obligations to the Closing Date.
Delivered to the Issuer herewith as a good faith deposit is a corporate check of the
Representative payable to the order of the Issuer in the amount of $91,700. Such check is a
common "good faith" check for the Bonds and the Contractual Obligations, and the
proportionate amount of such check that is equivalent to the proportion of the principal amount
that one series of Obligations bears to the combined principal amount of the Obligations may be
applied toward any obligation of the Underwriters owing as a result of the failure of the
Underwriters to accept delivery of a series of the Obligations, as provided herein. In the event the
Issuer accepts this Agreement, such check shall be held by the Issuer as security for the
performance of the Underwriters of their obligation to purchase, accept delivery of and pay for
the Obligations under this Agreement. Such check shall be held uncashed by the Issuer until the
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#4132213.2
time of Closing, at which time such check shall be returned uncashed to the Representative. In
the event that the Issuer does not accept this Agreement, such check will be immediately
returned to the Representative. Should the Issuer fail to deliver one or both series of the
Obligations at the Closing, or should the Issuer be unable to satisfy the conditions of the
obligations of the Underwriters to purchase, accept delivery of and pay for one or both series of
the Obligations, as set forth in this Agreement (unless waived by the Representative), or should
such obligations of the Underwriters be terminated for any reason permitted by this Agreement,
such check, or the proportionate amount thereof which relates to the proportionate amount of the
Obligations with respect to which the Issuer failed to perform, shall immediately be returned to
the Representative. In the event that the Underwriters fail (other than for a reason permitted
hereunder) to purchase, accept delivery of and pay for any series of the Obligations at the
Closing as herein provided, such check shall be cashed and the amount thereof which relates to
the proportionate amount of the Obligations with respect to which the Underwriters failed to
perform (other than for a reason permitted hereunder) shall be retained by the Issuer as and for
fully liquidated damages, and not as a penalty for such failure of the Underwriters, and for any
defaults hereunder on the part of the Underwriters. Acceptance of such check by the Issuer shall
constitute a full release and discharge of all claims and damages for such failure and/or any and
all such defaults, and the Issuer shall have no further action for damages, specific performance,
or any other legal or equitable relief against the Underwriters. The Underwriters and the Issuer
understand that in such event the Issuer's actual damages may be greater or may be less than
such amount. Accordingly, the Underwriters hereby waive any right to claim that the Issuer's
actual damages are less than such amount, and the Issuer's acceptance of this Agreement shall
constitute a waiver of any right the Issuer may have to additional damages from the
Underwriters. The Representative hereby agrees not to stop or cause payment on the check to be
stopped unless the Issuer has breached any of the terms of this Agreement.
2. Public Offering. The Underwriters intend to make an initial public offering of all
the Obligations at prices not in excess of the initial offering prices or yields set forth in the
Official Statement; provided, however, that the Underwriters may change such initial offering
prices or yields as they deem necessary in connection with the offering of the Obligations
without any requirement of prior notice, and may offer and sell the Obligations to certain
institutions (including dealers depositing the Obligations into investment trusts) at prices lower
than those stated in the Official Statement. The Underwriters also reserve the right to: (i) over -
allot or effect transactions that stabilize or maintain the market price of the Obligations at levels
above those that might otherwise prevail in the open market and (ii) discontinue such stabilizing,
if commenced, at any time without prior notice; provided, however, that no such action shall
affect the certification of original issue price of the Obligations as provided below. On or before
Closing, the Representative shall execute one or more Issue Price Certificates, prepared by
Fulbright & Jaworski L.L.P., Dallas, Texas ( "Bond Counsel "), verifying the initial offering
prices to the public at which the Underwriters sold or reasonably expected to sell -a substantial
amount of each stated maturity of the Obligations to the public.
3. The Official Statement. (a) The Issuer previously has delivered copies of the
Preliminary Official Statement, as revised dated July 18, 2012 (the "Preliminary Official
Statement "), to the Underwriters in a "designated electronic format," as defined in the Municipal
Securities Rulemaking Board's ( "MSRB ") Rule G -32 ( "Rule G -32 "). The Issuer will prepare or
cause to be prepared a final Official Statement relating to the Obligations, which will be
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#4132213.2
(1) dated the date of this Agreement, (2) complete within the meaning of the United States
Securities and Exchange Commission's Rule 15c2 -12, as amended (the "Rule "), (3) substantially
in the form of the most recent version of the Preliminary Official Statement provided to the
Representative before the execution hereof with only such changes permitted by the Rule and
(4) in both a "designated electronic format" consistent with the requirements of Rule G -32 and in
a printed format. Such final Official Statement, including the cover page thereto, all exhibits,
appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated
therein or attached thereto, and all amendments and supplements thereto that may be authorized
for use with respect to the Obligations, is herein referred to as the "Official Statement." Until the
Official Statement has been prepared and is available for distribution, the Issuer shall provide to
the Underwriters sufficient quantities of the Preliminary Official Statement (which may be in an
designated electronic format) as the Representative reasonably deems necessary to satisfy the
obligation of the Underwriters under the Rule with respect to distribution to each potential
customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared by the Issuer for use by the
Underwriters in connection with the public offering, sale and distribution of the Obligations.
The Issuer hereby represents and warrants that the Preliminary Official Statement was "deemed
final" by the Issuer as of its date for purposes of the Rule, except for the omission of such
information which is dependent upon the final pricing of the Obligations for completion, all as
permitted to be excluded by Section (b)(1) of the Rule.
(c) The Issuer represents that an official of the Issuer has reviewed and approved the
information in the Official Statement and the Issuer hereby authorizes the distribution and use of
the Official Statement, and the information therein contained, by the Underwriters in connection
with the public offering and the sale of the Obligations. The Issuer ratifies and consents to the
distribution and use by the Underwriters prior to the date hereof of the Preliminary Official
Statement in connection with the public offering and sale of the Obligations. The Issuer shall
provide, or cause to be provided, to the Underwriters as soon as practicable after the date of the
Issuer's acceptance of this Agreement (but, in any event, not later than within seven business
days after the Issuer's acceptance of this Agreement and in sufficient time to accompany any
confirmation that requests payment from any customer) copies of the Official Statement which is
complete as of the date of its delivery to the Underwriters (i) in a "designated electronic format"
consistent with the requirements of Rule G -32 and (ii) in a printed format in such quantity as the
Representative shall reasonably request in order for the Underwriters to comply with
Section (b)(4) of the Rule and the rules of the MSRB. The Issuer hereby confirms that it does
not object to the distribution of the Preliminary Official Statement or the Official Statement in
electronic form.
(d) If, after the date of this Agreement to and including the date the Underwriters are
no longer required to provide an Official Statement to potential customers who request the same
pursuant to the Rule (the earlier of (i) 90 days from the "end of the underwriting period" (as
defined in Rule) and (ii) the time when the Official Statement is available to any person from the
MSRB, but in no case less than 25 days after the "end of the underwriting period" for the
Obligations), the Issuer becomes aware of any fact or event which might or would cause the
Official Statement, as then supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to make
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#4132213.2
the statements therein not misleading, or if it is necessary to amend or supplement the Official
Statement to comply with law, the Issuer will notify the Representative (and for the purposes of
this clause provide the Representative with such information as it may from time to time
reasonably request), and if, in the reasonable judgment of the Representative, such fact or event
requires preparation and publication of a supplement or amendment to the Official Statement, the
Issuer will forthwith prepare and furnish, at the Issuer's own expense (in a form and manner
approved by the Representative), a reasonable number of copies of either amendments or
supplements to the Official Statement so that the statements in the Official Statement as so
amended and supplemented will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading or so that the Official Statement will comply with law; provided, however, that for all
purposes of this Agreement and any representation, warranty or covenant made herein, or any
certificate delivered by the Issuer in accordance herewith, the Issuer makes no representations
with respect to the descriptions in the Preliminary Official Statement or the Official Statement of
The Depository Trust Company, New York, New York ( "DTC "), or its book -entry -only system.
If such notification shall be subsequent to the Closing, the Issuer shall furnish such legal
opinions, certificates, instruments and other documents as the Representative may reasonably
deem necessary to evidence the truth and accuracy of such supplement or amendment to the
Official Statement. The Issuer shall provide any such amendment or supplement, or cause any
such amendment or supplement to be provided, (i) in a "designated electronic format" consistent
with the requirements of Rule G -32 and (ii) in a printed format in such quantity as the
Representative shall reasonably request in order for the Underwriters to comply with
Section (b)(4) of the Rule and the rules of the MSRB.
(e) The Representative hereby agrees to timely file, or cause to be filed, in a format
prescribed by the MSRB, the Official Statement (and any amendment or supplement to the
Official Statement prepared in accordance with Section 3(d) above) and the Escrow Agreement
(as defined in the Official Statement) with (i) the MSRB or its designee (including the MSRB's
Electronic Municipal Market Access System) or (ii) other repositories approved from time to
time by the United States Securities and Exchange Commission (the "SEC ") (either in addition
to or in lieu of the filing referred to in clause (i) of this Section 3(e)). Unless otherwise notified
in writing by the Representative, the Issuer can assume that the "end of the underwriting period"
for purposes of the Rule is the date of the Closing.
(f) To the knowledge and belief of the Issuer, the Official Statement contains
information, including financial information or operating data, concerning every entity,
enterprise, fund, account, or person that is material to an evaluation of the offering of the
Obligations. Except as disclosed in the Official Statement, during the last five years the Issuer
has complied -in all material respects with all continuing disclosure agreements made by it in
accordance with the Rule.
4. Representations, Warranties, and Covenants of the Issuer. The Issuer hereby
represents and warrants to and covenants with the Underwriters that:
(a) The Issuer is a political subdivision and a municipal corporation of the State of
Texas (the "State ") and a body politic and corporate, duly created, organized and existing under
the Constitution and general laws of the State and the Issuer's home -rule charter. The Issuer has
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#4132213.2
full legal right, power and authority under the Constitution and general laws of the State,
including Chapter 1207, Texas Government Code, as amended (with respect to the Bonds) and
Subchapter A of Chapter 271, Texas Local Government Code (with respect to the Contractual
Obligations) (collectively herein referred to as the "Acts "), and at the date of the Closing will
have full legal right, power and authority under the Acts (i) to adopt the Ordinances (which
contain the Undertakings defined in Section 60)(3) hereof) and to enter into, execute and deliver
this Agreement, the Escrow Agreement and all documents required hereunder and thereunder to
be executed and delivered by the Issuer (this Agreement, the Ordinances, the Undertakings and
the Escrow Agreement and the other documents referred to in this clause are hereinafter referred
to as the "Issuer Documents "), (ii) to sell, issue and deliver the Obligations to the Underwriters
as provided herein, and (iii) to carry out and consummate the transactions described in the Issuer
Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in
compliance, in all material respects with the terms of the Acts and the Issuer Documents as they
pertain to such transactions.
(b) By all necessary official action of the Issuer prior to or concurrently with the
acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for (i) the
adoption of the Ordinances and the issuance and sale of the Obligations on the terms set forth
herein, (ii) the approval, execution and delivery of, and the performance by the Issuer of the
obligations on its part, contained in the Obligations and the Issuer Documents, (iii) the approval,
distribution and use of the Preliminary Official Statement and the Official Statement by the
Underwriters in connection with the public offering of the Obligations and (iv) the
consummation by it of all other transactions described in the Official Statement, the Issuer
Documents and any and all such other agreements and documents as may be required to be
executed, delivered and/or received by the Issuer in order to carry out, give effect to, and
consummate the transactions described herein and in the Official Statement.
(c) This Agreement constitutes a legal, valid and binding obligation of the Issuer,
enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, sovereign immunity of political subdivisions and other similar laws and principles
of equity relating to or affecting the enforcement of creditors' rights; the other Issuer Documents,
when duly executed and delivered, will constitute legal, valid and binding obligations of the
Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium, sovereign immunity of political subdivisions and other similar laws
and principles of equity relating to or affecting the enforcement of creditors' rights; the
Obligations, when issued, delivered and paid for, in accordance with the Ordinances and this
Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the
benefits of the Ordinances and enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium, sovereign immunity of political subdivisions and other
similar laws and principles of equity relating to or affecting the enforcement of creditors' rights.
Upon the issuance, authentication and delivery of the Obligations as aforesaid, the Ordinances
will provide for the benefit of the holders of the Obligations, the legally valid and binding pledge
of ad valorem taxes and lien it purports to create as set forth in the Ordinances, being the pledge
to levy, assess, and collect an annual ad valorem tax, within the limits prescribed by law, upon
all taxable property within the boundaries of the Issuer, sufficient to pay the principal of and
interest on the Obligations when due.
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#4132213.2
(d) To the best of its knowledge, the Issuer is not in breach of or in default in any
material respect under any applicable constitutional provision, law or administrative regulation
of the State or the United States relating to the issuance of the Obligations or any applicable
judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is
otherwise subject, and no event which would have a material and adverse effect upon the
business or financial condition of the Issuer has occurred and is continuing which constitutes or
with the passage of time or the giving of notice, or both, would constitute a default or event of
default by the Issuer under any of the foregoing; and the execution and delivery of the
Obligations and the Issuer Documents and the adoption of the Ordinances and compliance with
the provisions on the Issuer's part contained therein, will not conflict with or constitute a
material breach of or default under any constitutional provision, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the Issuer is a party or to which the Issuer is or to which any of its property
or assets are otherwise subject nor will any such execution, delivery, adoption or compliance
result in the creation or imposition of any lien, charge or other security interest or encumbrance
of any nature whatsoever upon any of the property or assets of the Issuer to be pledged to secure
the Obligations or under the terms of any such law, regulation or instrument, except as provided
by the Obligations and the Ordinances.
(e) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the
matter which are required for the due authorization of, which would constitute a condition
precedent to, or the absence of which would materially adversely affect the approval or adoption
of, as applicable, the Issuer Documents, the issuance of the Obligations or the due performance
by the Issuer of its obligations under the Issuer Documents and the Obligations have been duly
obtained, except for the approval of the Obligations by the Attorney General of the State and the
registration of the Initial Obligations by the Comptroller of Public Accounts of the State and
such approvals, consents and orders as may be required under the Blue Sky or securities laws of
any jurisdiction in connection with the offering and sale of the Obligations.
(f) The Obligations and the Ordinances conform to the descriptions thereof contained
in the Official Statement under the captions "THE BONDS AND CONTRACTUAL
OBLIGATIONS" and "PLAN OF FINANCING "; the proceeds of the sale of the Obligations
will be applied generally as described in the Official Statement on the cover page thereof and
under the subcaptions "PLAN OF FINANCING — Purpose" and — "Sources and Uses of
Proceeds "; and the Undertakings conform to the description thereof contained in the Official
Statement under the caption "CONTINUING DISCLOSURE OF INFORMATION."
(g) There is no litigation, action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, government agency, public board or body, pending or, to the
knowledge of the Issuer, threatened against the Issuer: (i) affecting the existence of the Issuer or
the titles of its officers to their respective offices, (ii) affecting or seeking to prohibit, restrain or
enjoin the sale, issuance or delivery of the Obligations or the collection of ad valorem taxes
pledged to the payment of principal of and interest on the Obligations pursuant to the
Ordinances, (iii) in any way contesting or affecting the validity or enforceability of the
Obligations or the Issuer Documents, (iv) contesting the exclusion from gross income of interest
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#4132213.2
on the Obligations for federal income tax purposes, (v) contesting in any material way the
completeness or accuracy of the Preliminary Official Statement or the Official Statement or any
supplement or amendment thereto, or (vi) contesting the powers of the Issuer or any authority for
the issuance of the Obligations, the adoption of the Ordinances or the execution and delivery of
the Issuer Documents, nor, to the knowledge of the Issuer, is there any basis therefor, wherein an
unfavorable decision, ruling or finding would materially adversely affect the validity or
enforceability of the Obligations or the Issuer Documents.
(h) As of the date thereof and as of the date hereof, the Preliminary Official
Statement did not and does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however, that for all
purposes of this Agreement, and any certificate delivered by the Issuer in accordance herewith,
the Issuer makes no representations with respect to the descriptions in the Preliminary Official
Statement or the Official Statement of DTC, or its book -entry -only system.
(i) At the time of the Issuer's acceptance hereof and (unless the Official Statement is
amended or supplemented pursuant to paragraph (d) of Section 3 of this Agreement) at all times
subsequent thereto during the period up to and including the date of Closing, the Official
Statement does not and will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
0) If the Official Statement is supplemented or amended pursuant to paragraph (d) of
Section 3 of this Agreement, at the time of each supplement or amendment thereto and (unless
subsequently again supplemented or amended pursuant to such paragraph) at all times
subsequent thereto during the period up to and including the date of Closing, the Official
Statement as so supplemented or amended will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied,
the proceeds from the sale of the Obligations as provided in and subject to all of the terms and
provisions of the Ordinances and will not take or omit to take any action which action or
omission will adversely affect the exclusion from gross income for federal income tax purposes
of the interest on the Obligations.
(1) The Issuer will furnish such information and execute such instruments and take
such action in cooperation with the Underwriters as the Representative may reasonably request at
no expense to the Issuer, (A) to (y) qualify the Obligations for offer and sale under the Blue Sky
or other securities laws and regulations of such states and other jurisdictions in the United States
as the Representative may designate and (z) determine the eligibility of the Obligations for
investment under the laws of such states and other jurisdictions and (B) to continue such
qualifications in effect so long as required for the distribution of the Obligations (provided,
however, that the Issuer will not be required to qualify as a foreign corporation or to file any
general or special consents to service of process under the laws of any jurisdiction) and will
advise the Representative immediately of receipt by the Issuer of any notification with respect to
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#4132213.2
the suspension of the qualification of the Obligations for sale in any jurisdiction or the initiation
or threat of any proceeding for that purpose.
(m) The financial statements of, and other financial information regarding, the Issuer
in the Official Statement fairly present the financial position and results of the Issuer as of the
dates and for the periods therein set forth. Prior to the Closing, the Issuer will not take any
action within or under its control that will cause any adverse change of a material nature in such
financial position, results of operations or condition, financial or otherwise, of the Issuer. The
Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened
which, if decided adversely to the Issuer, would have a materially adverse effect on the financial
condition of the Issuer.
(n) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other
obligations for borrowed money or incur any material liabilities (except in the ordinary course of
business), direct or contingent, payable from or secured by any ad valorem taxes which will
secure the Obligations without the prior approval of the Representative.
(o) Any certificate signed by any official of the Issuer authorized to do so in
connection with the transactions described in this Agreement shall be deemed a representation
and warranty by the Issuer to the Underwriters as to the statements made therein.
(p) The Issuer covenants that between the date hereof and the Closing it will take no
actions which will cause the representations and warranties made in this Section to be untrue as
of Closing.
(q) The Issuer, to the extent heretofore requested by the Representative in writing, has
delivered to the Representative true, correct, complete, and legible copies of all information,
applications, reports, '- or other documents of any nature whatsoever submitted to any rating
agency for the purpose of obtaining a rating for the Obligations and, in each instance, true,
correct, complete, and legible copies of all correspondence or other communications relating
thereto.
5. Closing. (1) At 10:00 a.m. Wylie, Texas time, on August 28, 2012, or at such
other time and date as shall have been mutually agreed upon by the Issuer and the
Representative, the Issuer will, subject to the terms and conditions hereof, deliver to the Paying
Agent/Registrar the Initial Obligations registered in the name of the Representative, in temporary
form, together with the other documents hereinafter mentioned, and will have available for
immediate exchange definitive Obligations duly executed and authenticated in the form and
manner described below, and the Paying Agent/Registrar will, subject to the terms and
conditions hereof, accept such delivery, and the Underwriters will pay the purchase price of the
Obligations, as set forth in Section 1 of this Agreement, in immediately available funds by
federal funds wire transfer to or for the account of the Issuer (such events being referred to
herein as the "Closing "). Payment for the Obligations as aforesaid shall be made at the offices of
the Paying Agent/Registrar, or such other place as shall have been mutually agreed upon by the
Issuer and the Representative.
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#4132213.2
Delivery of the Obligations in definitive form shall be made through the facilities of
DTC's book -entry -only system. The definitive Obligations shall be delivered in fully registered
form, bearing CUSIP numbers without coupons, with one Obligation for each maturity of the
Obligations and registered in the name of Cede & Co., as nominee of DTC, all as provided in the
Ordinances, and shall be made available to the Representative at the offices of the Paying
Agent/Registrar at least one business day before the Closing for purposes of inspection. Unless
otherwise agreed to by the Representative, the Obligations will be delivered under DTC's FAST
delivery system.
6. Closing Conditions. The Underwriters have entered into this Agreement in
reliance upon the representations, warranties and agreements of the Issuer contained herein, and
in reliance upon the accuracy of the representations, warranties and agreements to be contained
in the documents and instruments to be delivered at the Closing and upon the performance by the
Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing.
Accordingly, the Underwriters' obligations under this Agreement to purchase, to accept delivery
of and to pay for the Obligations shall be conditioned upon the performance by the Issuer of its
obligations to be performed hereunder and under such documents and instruments at or prior to
the Closing, and shall also be subject to the following additional conditions, including the
delivery by the Issuer of such documents as are enumerated herein, in form and substance
reasonably satisfactory to the Representative, unless waived in writing by the Representative on
behalf of the Underwriters:
(a) The representations and warranties of the Issuer contained herein shall be true,
complete and correct in all material respects on the date hereof and on and as of the date of the
Closing, as if made on the date of the Closing.
(b) The Issuer shall have performed and complied with all agreements and conditions
required by this Agreement to be performed or complied with by it prior to or at the Closing.
(c) At the time of the Closing, (i) the Issuer Documents and the Obligations shall
have been duly executed, delivered and authenticated, as applicable, shall be in full force and
effect and shall not have been amended, modified or supplemented except as may be required by
the Attorney General, and the Official Statement shall have been .duly executed and delivered
and shall not have been supplemented or amended, except in any such case as may have been
agreed to by the Representative; and (ii) all actions of the Issuer required to be taken by the
Issuer shall be performed in order for Bond Counsel and Counsel to the Underwriters to deliver
their respective opinions referred to hereafter.
(d) At the time of the Closing, all official action of the Issuer relating to the
Obligations and the Issuer Documents shall be in full force and effect and shall not have been
amended, modified or supplemented.
(e) At or prior to the Closing, the Ordinances (which contain the Undertakings
defined in Section 60)(3) hereof) shall have been duly adopted by the Issuer and the Paying
Agent/Registrar shall have duly authenticated the definitive Obligations.
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#4132213.2
(f) At the time of the Closing, there shall not have occurred any change or any
development involving a prospective change in the condition, financial or otherwise, or in the
revenues or operations of the Issuer, from that set forth in the Official Statement that in the
reasonable judgment of the Representative, is material and adverse and that makes it, in the
reasonable judgment of the Representative, impracticable to market the Obligations on the terms
and in the manner described in the Official Statement.
(g) The Issuer shall not be currently in default in the payment of principal or interest
when due on any of its outstanding obligations for borrowed money.
(h) No suit, action, investigation, or legal or administrative proceeding shall be
threatened or pending before any court or governmental agency which is likely to result in the
restraint, prohibition, or the obtaining of damages or other relief in connection with the issuance
of the Obligations or the consummation of the transactions described herein, or which, in the
reasonable judgment of the Representative, would have a materially adverse effect on the
transactions described herein.
(i) All steps to be taken and all instruments and other documents to be executed, and
all other legal matters in connection with the transactions described in this Agreement shall be
reasonably satisfactory in legal form and effect to the Representative, Bond Counsel and counsel
to the Underwriters.
0) At or prior to the Closing, the Representative shall have received one copy of
each of the following documents:
(1) The Official Statement, and each supplement or amendment thereto, if
any, in (i) a "designated electronic format" that meets the requirements of Rule G -32 and
(ii) a printed format;
(2) The Ordinances certified by the City Secretary under the Issuer's seal as
having been duly adopted by the Issuer and as being in effect, with such supplements or
amendments as may have been agreed to by the Representative or required by the
Attorney General;
(3) The Continuing Disclosure Undertakings (the "Undertakings ") of the
Issuer which satisfy the requirements of section (b)(5)(i) of the Rule, which Undertakings
may be included in the Ordinances;
(4) A copy of opinions or certificates, dated on or prior to the date of Closing,
of the Attorney General of the State approving the Obligations as required by law and
copies of the registration certificates of the Comptroller of Public Accounts of the State;
(5) The approving opinions of Bond Counsel with respect to the Obligations,
in substantially the forms attached to the Official Statement;
(6) A supplemental opinion of Bond Counsel addressed to the Underwriters,
substantially to the effect that:
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#4132213.2
(i) the Issuer has duly adopted and enacted the Ordinances, and the
Ordinances are in full force and effect;
(ii) the Obligations are exempted securities under the Securities Act of
1933, as amended (the "1933 Act"), and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act "), and it is not necessary, in connection with
the offering and sale of the Obligations, to register the Obligations under the 1933
Act or to qualify the Ordinances under the Trust Indenture Act; and
(iii) except to the extent noted therein, said firm has not verified and is
not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Official Statement but
that said firm has reviewed the statements and information contained under the
headings and subheadings "PLAN OF FINANCING- Refunded Obligations ",
"THE BONDS AND CONTRACTUAL OBLIGATIONS" (exclusive of the
subcaptions "Book -Entry -Only System ", "Obligationholders' Remedies" and the
last sentence under "Tax Rate Limitation "), "TAX MATTERS" and
"CONTINUING DISCLOSURE OF INFORMATION" (exclusive of the
subcaption "Compliance with Prior Undertakings ") and the subcaptions "Legal
Opinions" (except for the last two sentences of the first paragraph thereof),
"Registration and Qualification of Obligations for Sale ", and "Legal Investments
and Eligibility to Secure Public Funds in Texas" under the caption "OTHER
INFORMATION" in the Official Statement and such firm is of the opinion that
the information relating to the Obligations and the legal issues contained under
such captions and subcaptions is an accurate and fair description of the laws and
legal issues addressed therein and, with respect to the Obligations, such
information conforms to the Ordinances;
(7) An opinion, dated the date of the Closing and addressed to the
Underwriters, of counsel for the Underwriters in substantially the form set forth in
Exhibit A;
(8) A certificate, dated the date of Closing, signed by the Mayor and City
Manager of the Issuer or other officials of the Issuer acceptable to the Representative to
the effect that (i) the representations and warranties of the Issuer contained herein or in
any certificate or document delivered by the Issuer pursuant to the provisions hereof are
true and correct in all material respects on and as of the date of Closing as if made on the
date of Closing; (ii) no litigation, action, suit or proceeding or tax challenge against the
Issuer is pending or, to such persons' knowledge, threatened in any court or
administrative body nor is there a basis for litigation which would (a) contest the right of
the Oouncilmembers or officials of the Issuer to hold and exercise their respective
positions, (b) contest the due organization and valid existence of the Issuer, (c) contest
the validity, due authorization and execution of the Obligations or the Issuer Documents
or (d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from levying or
collecting the ad valorem taxes pledged to pay the principal of and interest on the
Obligations, or the pledge thereof; (iii) the official actions of the Issuer authorizing the
execution, delivery and/or performance of the Official Statement, the Obligations and
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#4132213.2
Issuer Documents have been duly adopted by the Issuer, are in full force and effect and
have not been modified, amended or repealed; (iv) to such persons' knowledge, no event
affecting the Issuer has occurred since the date of the Official Statement which should be
disclosed in the Official Statement for the purpose for which it is to be used or which it is
necessary to disclose therein in order to make the statements and information therein, in
light of the circumstances under which made, not misleading in any material respect as of
the time of Closing, and the information contained in the Official Statement is correct in
all material respects and, as of the date of the Official Statement did not, and as of the
date of the Closing does not, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not misleading;
(v) insofar as the descriptions and statements including financial data, of or pertaining to
entities, other than the Issuer, and their activities contained in the Preliminary Official
Statement and the Official Statement are concerned, such statements and data have been
obtained from sources which the Issuer believes to be reliable and the Issuer has no
reason to believe that they are untrue in any material respect; and (vi) there has not been
any materially adverse change in the financial condition of the Issuer since September 30,
2011, the latest date as of which audited financial information is available;
(9) A certificate of the Issuer in form and substance satisfactory to Bond
Counsel and counsel to the Underwriters setting forth the facts, estimates and
circumstances in existence on the date of the Closing, which establish that it is not
expected that the proceeds of the Obligations will be used in a manner that would cause
the Obligations to be "arbitrage bonds" or "private activity bonds" within the meaning of
Section 148 and 141, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code "), and any applicable regulations (whether final, temporary or proposed)
issued pursuant to the Code;
(10) A fully executed copy of the Escrow Agreement;
(11) A verification by Grant Thornton LLP, a nationally recognized accounting
firm (the "Verification Agent "), of the mathematical accuracy of the schedules that
demonstrate that at the time of delivery of the Obligations to the Underwriters the Federal
Securities will mature and pay interest in such amounts which, together with uninvested
funds, if any, in the Escrow Fund, will be sufficient to pay, when due, the principal of and
interest on the Refunded Obligations;
(12) Evidence in a form acceptable to the Representative that Standard &
Poor's Ratings Services, a Standard & Poor's Financial Services LLC business and
Moody's Investors Service, Inc. have assigned ratings of "A +" and "Aa3" respectively, to
the Obligations, without regard to credit enhancement, and that such ratings are in effect
as of the date of Closing; and
(13) Such additional legal opinions, certificates, instruments and other
documents as the Representative, Bond Counsel or counsel to the Underwriters may
reasonably request to evidence the truth and accuracy, as of the date hereof and as of the
date of the Closing, of the Issuer's representations and warranties contained herein and of
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the statements and information contained in the Official Statement and the due
performance or satisfaction by the Issuer on or prior to the date of the Closing of all the
respective agreements then to be performed and conditions then to be satisfied by the
Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof if, but only if, they are in form and substance reasonably satisfactory to the
Representative.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of and to pay for the Obligations contained in this
Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay
for the Obligations shall be terminated for any reason permitted by this Agreement, this
Agreement shall terminate and neither the Underwriters nor the Issuer shall be under any further
obligation hereunder, except that the obligation of the Issuer to return the good faith check to the
Representative as described in Section 1 and the respective obligations of the Issuer and the
Underwriters set forth in Sections 8 and 10 hereof shall continue in full force and effect.
7. Termination. The Representative shall have the right to cancel the Underwriters'
obligation to purchase the Obligations and terminate this Agreement (as evidenced by a written
notice to the Issuer terminating the obligation of the Underwriters to accept delivery of and pay
for the Obligations) if, between the date of this Agreement and the Closing, the market price or
marketability of the Obligations shall be materially adversely affected, in the Representative's
sole and reasonable judgment, by the occurrence of any of the following events:
(a) Legislation shall be enacted by or introduced in the Congress of the United States
or recommended to the Congress for passage by the President of the United States, or the
Treasury Department of the United States or the Internal Revenue Service or favorably reported
for passage to either House of the Congress by any committee of such House to which such
legislation has been referred for consideration, a decision by a court of the United States or of the
State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final,
temporary or proposed), press release, statement or other form of notice by or on behalf of the
Treasury Department of the United States, the Internal Revenue Service or other governmental
agency shall be made or proposed, the effect of any or all of which would be to impose, directly
or indirectly, federal income taxation upon interest received on obligations of the general
character of the Obligations, or the interest on the Obligations as described in the Official
Statement, or other action or events shall have transpired which may have the purpose or effect,
directly or indirectly, of changing the federal income tax consequences of any of the transactions
described herein.
(b) Legislation introduced in or enacted (or resolution passed) by the Congress or an
order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling,
regulation (final, temporary, or proposed), press release or other form of notice issued or made
by or on behalf of the Securities and Exchange Commission, or any other governmental agency
having jurisdiction of the subject matter, to the effect that obligations of the general character of
the Obligations, including any or all underlying arrangements, are not exempt from registration
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44132213.2
under or other requirements of the 1933 Act, or that the Ordinances is not exempt from
qualification under or other requirements of the Trust Indenture Act, or that the issuance,
offering, or sale of obligations of the general character of the Obligations, including any or all
underlying arrangements, as described herein or in the Official Statement or otherwise, is or
would be in violation of the federal securities law as amended and then in effect.
(c) Any state blue sky or securities commission or other governmental agency or
body in a state in which fifteen percent (15 %) or more of the Obligations have been sold shall
have withheld registration, exemption or clearance of the offering of the Obligations as described
herein, or issued a stop order or similar ruling relating thereto, provided that such withholding or
stop order is not due to the malfeasance, misfeasance or nonfeasance of the Underwriters.
(d) A general suspension of trading in securities on the New York Stock Exchange or
other national securities exchange, the establishment of minimum or maximum prices on any
such exchange, the establishment of material restrictions (not in force as of the date hereof) upon
trading securities generally by any governmental authority or any national securities exchange,
or a general banking moratorium declared by federal, State of New York, or State officials
authorized to do so.
(e) The New York Stock Exchange or other national securities exchange or any
governmental authority, shall impose, as to the Obligations or as to obligations of the general
character of the Obligations, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net capital
requirements of, the Underwriters.
(f) Any amendment to the federal or State Constitution or action by any federal or
state court, legislative body, regulatory body, or other authority materially adversely affecting
the tax status of the Issuer, its property, income, securities (or interest thereon), or the validity or
enforceability of the levy and collection of the ad valorem taxes pledged to pay the principal of
and interest on the Obligations.
(g) Any event occurring, or information becoming known which, in the reasonable
judgment of the Representative, makes untrue in any material respect any material statement or
information contained in the Official Statement, or has the effect that the Official Statement
contains any untrue statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(h) There shall have occurred since the date of this Agreement any materially adverse
change in the affairs or financial condition of the Issuer, except for changes which the Official
Statement discloses are expected to occur.
(i) There shall have occurred any (i) new material outbreak of hostilities (including,
without limitation, an act of terrorism) (ii) new material other national or international calamity
or crisis, or (iii) any material adverse change in the financial or economic conditions affecting
the United States, including, but not limited to, an escalation of hostilities that existed prior to the
date hereof.
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#4132213.2
0) Any fact or event shall exist or have existed that, in the Representative's
reasonable judgment, requires or has required an amendment of or supplement to the Official
Statement.
(k) There shall have occurred any downgrading, suspension, withdrawal or published
negative credit watch or similar published information from a rating agency that at the date of
this Agreement has published a rating (or has been asked to furnish a rating on the Obligations)
on any of the Issuer's debt obligations that are secured in a like manner as the Obligations, which
action reflects a negative change or possible negative change in the ratings accorded any such
obligations of the Issuer (including any rating to be accorded the Obligations).
(1) A material disruption in securities settlement, payment or clearance services in the
United States shall have occurred and shall be continuing on the date of Closing.
(m) A nonappealable decision by a court of the United States shall be rendered, or a
stop order, release, regulation or no- action letter by or on behalf of the SEC or any other
governmental agency having jurisdiction of the subject matter shall have been issued or made, to
the effect that the issuance, offering or sale of the Obligations, including the underlying
obligations as described in this Agreement or by the Official Statement, or any document relating
to the issuance, offering or sale of the Obligations, is or would be in violation of any provision of
the federal securities laws at the Closing date, including 1933 Act, the Securities Exchange Act
of 1934 and the Trust Indenture Act.
(n) The purchase of and payment for the Obligations by the Underwriters, or the
resale of the Obligations by the Underwriters, on the terms and conditions herein provided shall
be prohibited by any applicable law, governmental authority, board, agency or commission
which prohibition shall occur subsequent to the. date hereof, and is not the result of the
Underwriters' acts or failure to act.
With respect to the condition described in subparagraph (n) above, the Representative is
not aware of any current, pending or proposed law or government inquiry or investigation as of
the date of execution of this Agreement which would permit the Representative to invoke the
Underwriters' termination rights hereunder.
8. Expenses. (a) The Underwriters shall be under no obligation to pay, and the
Issuer shall pay, any expenses incident to the performance of the Issuer's obligations hereunder,
including, but not limited to (i) the cost of preparation and printing of the Obligations; (ii) the
fees and disbursements of Bond Counsel and the financial advisor to the Issuer; (iii) the fees and
disbursements of any other engineers, accountants, and other experts, consultants or advisers
retained by the Issuer; (iv) the fees for bond ratings; (v) the costs of preparing, printing and
mailing the Preliminary' Official Statement and the Official Statement; (vi) the fees and expenses
of the Paying Agent/Registrar; (vii) the fees and expenses of the Escrow Agent, (viii) the fees
and expenses of the Verification Agent and any paying agents for the Refunded Obligations, (ix)
advertising expenses (except any advertising expenses of the Underwriters as set forth below);
(x) the out -of- pocket, miscellaneous and closing expenses, including the cost of travel, of the
officers and trustees of the Issuer; and (xi) any other expenses mutually agreed to by the Issuer
and the Representative to be reasonably considered expenses of the Issuer which are incident to
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the transactions described herein. The Issuer acknowledges that the Underwriters will pay from
the underwriter's expense allocation of the underwriting discount the applicable per bond
assessment charged by the Municipal Advisory Council of Texas.
(b) The Underwriters shall pay (i) the cost of preparation and printing of this
Agreement and the Blue Sky Survey and Legal Investment Memorandum, if any; (ii) all
advertising expenses in connection with the public offering of the Obligations; and (iii) all other
expenses incurred by it in connection with the public offering of the Obligations, including the
fees and disbursements of counsel retained by the Underwriters.
9. Notices. Any notice or other communication to be given to the Issuer under this
Agreement may be given by delivering the same in writing at the address of the Issuer listed
above, Attention: City Manager, and any notice or other communication to be given to the
Underwriters under this Agreement may be given by delivering the same in writing to BOSC,
Inc., A subsidiary of BOK Financial Corporation, 333 W. Campbell Road, Richardson, Texas
75080, Attention: Bill Gumbert.
10. Parties in Interest. This Agreement as heretofore specified shall constitute the
entire agreement between the Issuer and the Underwriters and is made solely for the benefit of
the Issuer and the Underwriters (including successors or assigns of the Underwriters) and no
other person shall acquire or have any right hereunder or by virtue hereof. This Agreement may
not be assigned by the Issuer. All of the Issuer's representations, warranties, and agreements
contained in this Agreement shall remain operative and in full force and effect, regardless of (i)
any investigations made by or on behalf of any of the Underwriters; (ii) delivery of and payment
for the Obligations pursuant to this Agreement; and (iii) any termination of this Agreement.
11. Effectiveness. This Agreement shall become effective upon the acceptance
hereof by the Issuer and shall be valid and enforceable at the time of such acceptance.
12. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
13. Severability. If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provision or
provisions of any Constitution, statute, rule of public policy, or any other reason, such
circumstances shall not have the effect of rendering the provision in question invalid, inoperative
or unenforceable in any other case or circumstance, or of rendering any other provision or
provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.
14. . Business Day. For purposes of this Agreement, "business day" means any day on
which the New York Stock Exchange is open for trading.
15. Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provisions of this Agreement.
-17-
#4132213.2
16. Counterparts. This Agreement may be executed in several counterparts each of
which shall be regarded as an original (with the same effect as if the signatures thereto and
hereto were upon the same document) and all of which shall constitute one and the same
document.
17. No Personal Liability. None of the members of the Council, nor any officer,
agent, or employee of the Issuer, shall be charged personally by the Underwriters with any
liability, or be held liable to the Underwriters under any term or provision of this Agreement, or
because of execution or attempted executing, or because of any breach or attempted or alleged
breach, of the Agreement.
18. Representative Capacity. Any authority, right, discretion or other power
conferred upon the Underwriters or the Representative under any provision of this Agreement
may be exercised by the Representative, and the Issuer shall be entitled to rely upon any request,
notice or statement if the same shall have been given or made by the Representative.
19. Entire Agreement. This Agreement represents the entire agreement between the
Issuer and the Underwriters with respect to the preparation of the Preliminary Official Statement
and the Official Statement, the conduct of the offering, and the purchase and sale of the
Obligations.
[The remainder of this page is intentionally left blank.]
-18-
#4132213.2
SCHEDULE I
klf►i7�
BOSC, INC., A subsidiary of BOK Financial Corporation
SAMCO Capital Markets, Inc.
Schedule I
#4132213.2
If you agree with the foregoing, please sign the enclosed counterpart of this Agreement
and return it to the Representative. This Agreement shall become a binding agreement between
you and the Underwriters when at least the counterpart of this letter shall have been signed by or
on behalf of each of the parties hereto.
Very truly yours,
BOSC, INC., A subsidiary of BOK
Financial Corporation,
as Representative for the Underwriters
Identified on Schedule I
APPROVED AND ACCEPTED as of the date hereof at
CITY OF WYLIE, TEXAS
By:
Authorized OfE4 0
#4132213.2
Signature Page to City of Wylie, Texas General Obligation Refunding Bonds, Series 2012
and Public Property Finance Contractual Obligations, Series 2012 Bond Purchase Agreement
SCHEDULE II
$7,005,000
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2012
Stated Maturity Principal
(February 15) Amount Interest Rate Initial Yield
2014 $
170,000
2.000%
0.650%
2015
145,000
2.000%
0.770%
2016
70,000
2.000%
0.950%
2026
600,000
3.250%
2.250%
2027
625,000
3.250%
2.330%
2028
3,670,000
3.250%
2.400%
2029
1,725,000
3.250%
2.470%
Optional Redemption: The Issuer reserves the right, at its option, to redeem Bonds having stated
maturities on and after February 15, 2026, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof, on February 15, 2022 or any date thereafter, at a price of par plus
accrued interest to the date of redemption.
Schedule II
#4132213.2
SCHEDULE III
$1,565,000
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS,
SERIES 2012
$240,000 Serial Contractual Obligations
(Interest accrues from Dated Date)
$1,325,000 Term Contractual Obligations
$200,000 3.000% Term Contractual Obligations due February 15, 2019, Yield 1.480 %, Price 109.336%
$220,000 3.000% Term Contractual Obligations due February 15, 2022, Yield 2.000 %, Price 108.582%
$245,000 3.250% Tenn Contractual Obligations due February 15, 2025, Yield 2.200 %, Price 108.926 %(')
$265,000 3.250% Tenn Contractual Obligations due February 15, 2028, Yield 2.450 %, Price 106.720 %I'I
$395,000 3.000% Term Contractual Obligations due February 15, 2032, Yield 3.100 %, Price 98.545%
(Interest accrues from Dated Date)
Optional Redemption: The Issuer reserves the right, at its option, to redeem Contractual
Obligations having stated maturities on and after February 15, 2023, in whole or in part in
principal amounts of $5,000 or any integral multiple thereof, on February 15, 2022 or any date
thereafter, at a price of par plus accrued interest to the date of redemption.
Mandatory Redemption. The term contractual obligations maturing on February 15, 2019,
February 15, 2022, February 15, 2025, February 25, 2028 and February 15, 2032 (collectively,
the "Term Contractual Obligation ") are subject to mandatory sinking fund redemption as set out
in the Contractual Obligation Ordinance.
(I ) Price tot .e FeLruary 15, 2023 optional redemption date.
Schedule III
44132213.2
Principal
Interest
Initial
Year
Amount
Rate
Yield
2013
$55,000
2.00%
0.500%
2014
60,000
2.00%
0.650%
2015
60,000
2.00%
0.800%
2016
65,000
2.00%
0.950%
(Interest accrues from Dated Date)
$1,325,000 Term Contractual Obligations
$200,000 3.000% Term Contractual Obligations due February 15, 2019, Yield 1.480 %, Price 109.336%
$220,000 3.000% Term Contractual Obligations due February 15, 2022, Yield 2.000 %, Price 108.582%
$245,000 3.250% Tenn Contractual Obligations due February 15, 2025, Yield 2.200 %, Price 108.926 %(')
$265,000 3.250% Tenn Contractual Obligations due February 15, 2028, Yield 2.450 %, Price 106.720 %I'I
$395,000 3.000% Term Contractual Obligations due February 15, 2032, Yield 3.100 %, Price 98.545%
(Interest accrues from Dated Date)
Optional Redemption: The Issuer reserves the right, at its option, to redeem Contractual
Obligations having stated maturities on and after February 15, 2023, in whole or in part in
principal amounts of $5,000 or any integral multiple thereof, on February 15, 2022 or any date
thereafter, at a price of par plus accrued interest to the date of redemption.
Mandatory Redemption. The term contractual obligations maturing on February 15, 2019,
February 15, 2022, February 15, 2025, February 25, 2028 and February 15, 2032 (collectively,
the "Term Contractual Obligation ") are subject to mandatory sinking fund redemption as set out
in the Contractual Obligation Ordinance.
(I ) Price tot .e FeLruary 15, 2023 optional redemption date.
Schedule III
44132213.2
[Closing Date]
[Underwriters]
Re: City of Wylie, Texas General Obligation Refunding Bonds, Series 2012 (the "Bonds ")
and Public Property Finance Contractual Obligations, Series 2012 (the "Contractual
Obligations ")
Ladies and Gentlemen:
We have acted as counsel to you as Underwriters of $7,005,000 aggregate principal
amount of the above - captioned Bonds and $1,565,000 aggregate principal amount of the above -
captioned Contractual Obligations (collectively, the "Obligations ") issued by the City of Wylie,
Texas (the "Issuer "), pursuant to separate ordinances adopted by the City Council of the Issuer
on July 24, 2012 (the "Ordinances "). The Underwriters are purchasing the Obligations pursuant
to the Bond Purchase Agreement (the "Bond Purchase Agreement ") with respect thereto, dated
July 24, 2012. Unless otherwise expressly provided herein, capitalized terms used in this
opinion shall have the meanings ascribed to them in the Bond Purchase Agreement.
As your counsel, we have examined executed copies of the Ordinances, the Bond
Purchase Agreement and the Official Statement and the certificates and opinions referred to in
Paragraph 60) of the Bond Purchase Agreement. In addition; we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of such records of the Issuer,
agreements and other instruments, certificates of public officials and representatives of the
Issuer, and such other documents as we have deemed necessary or advisable as a basis for the
opinions hereinafter expressed.
Based on the foregoing and in reliance on the matters described below, we are of the
opinion that the Obligations are exempted securities under the Securities Act of 1933, as
amended (the "1933 Act ") and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act") and it is not necessary, in connection with the offering and sale of the
Obligations, to register the Obligations under the 1933 Act or to qualify the Ordinances under the
Trust Indenture Act.
Because the primary purpose of our professional engagement was not to establish factual
matters and because of the wholly or partially non -legal character of many determinations
involved in the preparation of the Official Statement and because the information in the Official
Statement included under the headings and subheadings "THE BONDS AND CONTRACTUAL
OBLIGATIONS — Book -Entry -Only System," "TAX MATTERS," and "CONTINUING
DISCLOSURE OF INFORMATION – Compliance with Prior Undertakings," and Appendices
A & B thereto were prepared by others who have been engaged to review or provide such
A -1
#41322132
information, we are not passing on and do not assume any responsibility for the information
contained under such headings and in the appendices, and, except as set forth in the last sentence
of this paragraph, we are not passing upon and do not assume any responsibility for the accuracy,
completeness, or fairness of the statements contained in the Official Statement (including any
appendices, schedules and exhibits thereto), and make no representation that we have
independently verified the accuracy, completeness or fairness of any such statements. At your
request, we have participated as your counsel in conferences with representatives of the Issuer,
the bond counsel to the Issuer, the financial advisors to the Issuer and your representatives, at
which conferences the contents of the Official Statement and related matters were discussed.
Based on our participation in the above - mentioned conferences and in reliance thereon and on
the certificates, opinions and other documents herein mentioned, we advise you that no facts
have come to our attention that lead us to believe that the Official Statement (except as to any
financial, forecast, technical, and statistical statements and data included in the Official
Statement and in the Appendices thereto, and the information under the headings "THE BONDS
AND CONTRACTUAL OBLIGATIONS — Book -Entry -Only System," "TAX MATTERS," and
"CONTINUING DISCLOSURE OF INFORMATION – Compliance with Prior Undertakings,"
and Appendices A & B thereto, as to which we are not called upon to express any opinion or
belief) contains any untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading.
The opinions expressed herein are expressed only insofar as the laws of the State of
Texas and the United States of America may be applicable. This opinion may be relied upon
only by the addressees hereof and may not be used or relied upon by any other person for any
purpose whatsoever without, in each instance, our prior written consent.
Very truly yours,
A -2.
#4132213.2
EXHIBIT D
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 28 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified below:
1. Financial information of the general type included in the Official Statement as
Appendix B for the most recently concluded fiscal year.
2. The information contained in Tables 1 through 6 and 8 through 15 in the Official
Statement.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
Ordinance No. 2012 -21
Public Property Finance Contractual Obligations, Series 2012
C -1
, `� t2 (Ji> Fatu�t ^csbtt(e tue5 Yluiphc Vtonit�'�r 7h Princeton Herald 7Z� aihsc Ncws THE WYLIE NEWS
c
t,
STATE OF TEXAS
COUNTY OF COLLIN
Before me, the undersigned authority, on this day personally appeared Chad Engbrock,
publisher of The Wylie News, a newspaper regularly published in Collin County, Texas
and having general circulation in Collin County, Texas, who being by me duly sworn,
deposed and says that the foregoing attached:
City of Wylie
Ordinances 2012 -19, 2012 -20 & 2012 -21
was published in said newspaper on the following dates, to -wit:
August 1, 2012
AV4-=
Chad Engbrock, Publisher
r�
Subscribed and sworn before me on this, the I day of 11<1q#-,J'_,20l2
to certify which witness my hand and seal of office.
KIESN� D. F Texas
o?rprrue ". State. 0
NCtBYy p'1b1iC. s 1
My con)m1saio 2013�re-
=;.4;. -: NarGh ?� Notary Public in and for
The State of Texas
My commission expires _3-a(43
Mui p}r�lSatti hsc W�lii; OFCicc * I -22 5515 • (a\ 9 7? - 492.4:;18
P <Anuveyti971e;: 1'rinccum OlTicc W 101 5- Mmn • 4'.O. Faux 512 • 1 umcrsN -ilk', l X 754-42 < 9T_ -7816',97 • lax 972 - 782.70,23
ORDINANCE )F 'ICE CITY OF
NO. 2012-19 VYLIE, TEXAS,
iMENDING EX-
AN ORDINANCE IIBIT ' "A" OF
)RDINANCE NO.
!010 -20 (CON -
30LIDATED FEE
ORDINANCE)
AND SECTION
II (GARBAGE,
TRASH, AND
BRUSH FEES)
OF APPENDIX
x
1
i
C (WYLIE COM-
PREHENSIVE FEE
SCHEDULE) OF
THE WYLIE CODE
OF ORDINANCES;
PROVIDING FOR
A PENALTY FOR
THE VIOLATION
OF THI4 ORDI-
NANCE; ROVID-
ING FOR REPEAL-
ING, SAVINGS
AND SEVERABIL-
ITY CLAUSES;
PROVIDING FOR
AN EFFECTIVE
DATE OF THIS
ORDINANCE;
AND PROVID-
ING FOR THE
PUBLICATION
OF THE CAP-
TION H
ORDINANCE
NO. 2012-20
AN ORDINANCE
AUTHORIZ -
ING THE ISSU-
ANCE OF "CITY
OF WYLIE, TEX-
AS, GENERAL
OBLIGATION
REFUNDING,
BONDS, SERIES
2012 "; SPECIFY-
ING THE TERMS
AND FEATURES
.OF SAID BONDS;
LEVYING A CON -
TINUING DIRECT
ANNUAL AD VA-
LOREM TAX FOR
THE PAYMENT
OF SAID BONDS;
PROVIDING FOR
THE REDEMP-
TION OF CERTAIN
OUTSTANDING
OBLIGATIONS
OF THE CITY;
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, A
BOND PURCHASE
AGREEMENT
AND A SPECIAL
ESCROW AGREE-
MENT ANT THE
APPROVAL AND
DISTRIBUTION
OF A PRELIMI-
NARY OFFICIAL
STATEMENT
AND AN OF-
FICIAL STATE-
MENT; AND
PROVIDING AN,
EFFECTIVE DATE
ORDINANCE
NO. 2012-21
AN ORDINANCE
APPROVING AND
AUTHORIZING
THE EXECUTION
AND DELIVERY
OF "CITY OF WY-
LIE, TEXAS, PUB-
LIC PROPERTY
FINANCE CON-
TRACTUAL OBLI-
GATIONS, SERIES
2012 "; SPECIFY-
ING THE TERMS
OF SUCH CON-
TRACTS; MAK-
ING PROVISIONS
FOR THE PAY-
MENT THEREOF;
AND RESOLVING
OTHER MATTERS
INCIDENT AND
RELATED TO
THE EXECUTION,
PERFORMANCE
AND PAYMENT
OF SUCH CON-
TRACTS, IN-
CLUDING THE
APPROVAL AND
EXECUTION
OF A PAYING
AGENT /REGIS-
TRAR AGREE-
MENT AND A
PURCHASE CON-
TRACT AND THE
APPROVAL AND
DISTRIBUTION
OF A PRELIMI-
NARY OFFICIAL
STATEMENT
AND AN OF-
FICIAL . STATE-
MENT PERTAIN-
ING THERETO;
AND PROVIDING
AN EFFECTIVE
DATE.
12 -1t- 147 -33