Ordinance 2016-06 ORDINANCE NO.2016-06
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
WYLIE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2016"; LEVYING A CONTINUING DIRECT ANNUAL AD
VALOREM TAX FOR THE PAYMENT OF SAID BONDS; RESOLVING
OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE,
SALE, PAYMENT AND DELIVERY OF SAID BONDS; ESTABLISHING
PROCEDURES FOR THE SALE AND DELIVERY OF SAID BONDS;
AND DELEGATING MATTERS RELATING TO THE SALE AND
ISSUANCE OF SAID BONDS TO AN AUTHORIZED CITY OFFICIAL.
WHEREAS, the City of Wylie, Texas (the "City") currently has outstanding obligations of the
City of the following issues or series(hereinafter collectively called the "Refunded Obligations"):
(a) "City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series
2007," dated March 15, 2007 (the "Series 2007 Refunded Certificates");
(b) "City of Wylie, Texas, General Obligation Bonds, Series 2008," dated July 15, 2008 (the
"Series 2008 Refunded Bonds"); and
(c) "City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series
2008," dated July 15, 2008 (the "Series 2008 Refunded Certificates"); and
WHEREAS, pursuant to the provisions of Texas Government Code, Chapter 1207, as amended
("Chapter 1207'), the City Council of the City (the "Council") is authorized to issue refunding bonds and
deposit the proceeds of sale directly with any place of payment for the Refunded Obligations, or other
authorized depository, and such deposit, when made in accordance with Chapter 1207 and the ordinances
authorizing the issuance of the Refunded Obligations, shall constitute the making of firm banking and
financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the City shall by this Ordinance, in accordance with the provisions of Texas
Government Code, Section 1207.007, as amended, delegate to a Pricing Officer (hereinafter designated)
the authority to determine the principal amount and certain other specified terms of the Bonds to be
issued, negotiate the terms of sale thereof and select the specific maturities, in whole or in part, of the
Refunded Obligations to be refunded; and
WHEREAS, the Council hereby finds and determines that it is a public purpose and in the best
interests of the City to refund the Refunded Obligations in order to achieve a present value debt service
savings, with such savings, among other information and terms, to be included in a pricing certificate(the
"Pricing Certificate")to be executed by the Pricing Officer, all in accordance with the provisions of Texas
Government Code, Section 1207.007, as amended;
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
WYLIE, TEXAS:
SECTION 1. Authorization - Series Designation - Principal Amount - Purpose - Bond Date.
General obligation refunding bonds of the City shall be and are hereby authorized to be issued in the
maximum aggregate principal amount hereinafter set forth to be designated and bear the title "CITY OF
WYLIE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016", or such other
._ designation as specified in the Pricing Certificate (herein referred to as the "Bonds"), for the purpose of
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providing funds for the discharge and final payment of certain obligations of the City (described in the
preamble hereof and finally identified in the Pricing Certificate and referred to herein as the "Refunded
Obligations") and to pay the costs and expenses of issuance, in accordance with the authority conferred
by and in conformity with the Constitution and laws of the State of Texas, including Chapter 1207. The
Bonds shall be dated(the"Bond Date")as provided in the Pricing Certificate.
SECTION 2. Fully Registered Obligations - Terms. The Bonds shall be issued as fully
registered obligations, without coupons, and (other than the Initial Bonds referenced in Section 8 hereof)
shall be in denominations of$5,000 or any integral multiple (within a Stated Maturity) thereof, shall be
lettered "R" and numbered consecutively from one (1) upward and principal shall become due and
payable on a date certain in each of the years (the "Stated Maturities") and in amounts and bear interest at
the rate(s) per annum in accordance with the details of the Bonds as set forth in the Pricing Certificate.
The Bonds shall bear interest on the unpaid principal amounts from the date specified in the
Pricing Certificate at the rate(s) per annum shown in the Pricing Certificate (calculated on the basis of a
360-day year consisting of twelve 30-day months). Interest on the shall be payable in each year, on the
dates, and commencing on the date set forth in the Pricing Certificate.
SECTION 3. Delegation of Authority to Pricing Officer. (a) As authorized by Texas
Government Code, Section 1207.007, as amended, the City Manager and the Finance Director of the City
(either, the "Pricing Officer") is hereby authorized to act on behalf of the City in selling and delivering
the Bonds and carrying out the other procedures specified in this Ordinance, including selection of the
specific maturities or series, in whole or in part, of the Refunded Obligations to be refunded, determining
the aggregate principal amount of the Bonds, the date of the Bonds, any additional or different
designation or title by which the Bonds shall be known, determining whether the Bonds shall be issued in
one or more series or subseries, the price at which each series of the Bonds will be sold, the manner of
sale (negotiated, privately placed or competitively bid), the years in which each series of the Bonds will
mature, the principal amount to mature in each of such years,the rate of interest to be borne by each such
maturity, the date from which interest on each series of the Bonds will accrue, the interest payment dates,
the record date, the compounding dates, the price and terms upon and at which each series of the Bonds
shall be subject to redemption prior to maturity at the option of the City, as well as any mandatory sinking
fund redemption provisions, determination of the use of a book-entry-only securities clearance, settlement
and transfer system, the designation of one or more escrow agents, if applicable, satisfying the
requirements of Chapter 1207, the terms of any bond insurance applicable to each series of the Bonds,
including any modification of the continuing disclosure undertaking contained in Section 31 hereof as
may be required by the purchasers of each series of the Bonds in connection with any amendments to
Rule 15c2-12, and all other matters relating to the issuance, sale and delivery of each series of the Bonds,
all of which shall be specified in the Pricing Certificate, provided that:
(i) the aggregate original principal amount of the Bonds shall not exceed
$40,000,000;
(ii) the refunding must produce a net present value debt service savings of at
least 5.00%, net of any City contribution;
(iii) the maximum true interest cost for the Bonds shall not exceed 3.25%;
(iv) the maximum maturity date of the Bonds shall not exceed February 15,
2028.
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The execution of the Pricing Certificate shall evidence the sale date of the Bonds by the City to
the Purchasers(hereinafter defined).
If the Pricing Officer determines that bond insurance results in a net reduction of the City's
interest costs associated with each series of the Bonds, then the Pricing Officer is authorized, in
connection with effecting the sale of such series of the Bonds, to make the selection of the municipal
bond insurance company for such series of the Bonds (the "Insurer") and to obtain from the Insurer a
municipal bond insurance policy or policies in support of the Bonds. The Pricing Officer shall have the
authority to determine the provisions of the commitment for any such policy and to execute any
documents to effect the issuance of said policy by the Insurer.
(b) In establishing the aggregate principal amount of each series of the Bonds, the Pricing
Officer shall establish an amount for such series of the Bonds not exceeding the amount authorized in
subsection (a)(i) above, which shall be sufficient in amount to provide for the purposes for which the
Bonds are authorized and to pay costs of issuing the Bonds. The delegation made hereby shall expire if
not exercised by the Pricing Officer within 180 days of the date hereof. The Bonds shall be sold to the
purchaser(s)/underwriter(s) named in the Pricing Certificate (the "Purchasers"), at such price and with
and subject to such terms as set forth in the Pricing Certificate and the Purchase Contract (hereinafter
defined), and may be sold by negotiated or competitive sale or by private placement. The Pricing Officer
is hereby delegated the authority to designate the Purchasers, which delegation shall be evidenced by the
execution of the Pricing Certificate.
SECTION 4. Terms of Payment - Pang Agent/Registrar. The principal of, premium, if any,
and the interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be
payable only to the registered owners or holders of the Bonds(hereinafter called the"Holders") appearing
on the registration and transfer books maintained by the Paying Agent/Registrar (as defined below), and
the payment thereof shall be in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts, and shall be without exchange or
collection charges to the Holders.
The selection by City staff of The Bank of New York Mellon Trust Company, N.A., Dallas,
Texas (the "Paying Agent/Registrar"), to serve as Paying Agent/Registrar for the Bonds is hereby
confirmed and any prior action taken by the City Manager, Finance Director or other City staff in
connection with such selection is hereby ratified. Books and records relating to the registration, payment,
exchange and transfer of the Bonds (the "Security Register") shall at all times be kept and maintained on
behalf of the City by the Paying Agent/Registrar, all as provided herein, in accordance with the terms and
provisions of a"Paying Agent/Registrar Agreement," substantially in the form attached hereto as Exhibit
A and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe.
The City Manager, Finance Director or other authorized representative of the City is hereby authorized to
execute and deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Bonds.
The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid
and discharged, and any successor Paying Agent/Registrar shall be a commercial bank, trust company,
financial institution, or other entity qualified and authorized to serve in such capacity and perform the
duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the
Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United
States Mail, first class postage prepaid, which notice shall also give the address of the new Paying
Agent/Registrar.
The Bonds shall be payable at their Stated Maturities or upon their earlier redemption, only upon
the presentation and surrender of the Bonds 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
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designated offices of such successor (the "Designated Payment/Transfer Office"); provided, however,
while a Bond is registered to Cede & Co., the payment thereof upon a partial redemption of the principal
amount thereof may be accomplished without presentation and surrender of such Bond. Interest on a
Bond shall be paid by the Paying Agent/Registrar to the Holders whose names appears in the Security
Register at the close of business on the Record Date (which shall be set forth in the Pricing Certificate)
and such interest payments shall be made(i) by check sent United States Mail, first class postage prepaid,
to the address of the Holder recorded in the Security Register or(ii) by such other method, acceptable to
the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the
payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day
on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to be closed, then the date for such
payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on
which banking institutions are authorized to be closed; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
In the event of a non-payment of interest on one or more maturities of the Bonds 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 past due interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be fifteen (15) days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail,
first class postage prepaid, to the address of each Holder of the Bonds appearing on the Security Register
at the close of business on the last business day next preceding the date of mailing of such notice.
SECTION 5. Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying
Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each
and every Holder of the Bonds issued under and pursuant to the provisions of this Ordinance, or if
appropriate, the nominee thereof. Any Bond may be transferred or exchanged for Bonds of like series, if
applicable, of like maturity and amount and in authorized denominations upon the Security Register by
the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying
Agent/Registrar at its Designated Payment/Transfer Office for cancellation, accompanied by a written
instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized
agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender for assignment or transfer of any Bond (other than the Initial Bonds authorized in
Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar,
one or more new Bonds,executed on behalf of and furnished by the City, shall be registered and issued to
the assignee or transferee of the previous Holder; such Bonds to be of authorized denominations, of like
Stated Maturity, of like series, if applicable, and of a like aggregate principal amount as the Bond or
Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bonds authorized in Section 8 hereof)
may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity,
bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for
exchange, upon surrender of the Bonds to be exchanged at the Designated Payment/Transfer Office of the
Paying Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying Agent/Registrar
shall register and deliver new Bonds, executed on behalf of and furnished by the City, to the Holder
requesting the exchange.
All Bonds issued upon any such transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, --►
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first class postage prepaid, to the Holders, and, upon the registration and delivery thereof, the same shall
be the valid obligations of the City, evidencing the same obligation to pay and entitled to the same
benefits under this Ordinance, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or
service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or
other governmental charges required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby
defined to be"Predecessor Bonds," evidencing all or a portion, as the case may be, of the same obligation
to pay evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor.
Additionally, the term "Predecessor Bonds" shall include any mutilated, lost, destroyed, or stolen Bond
for which a replacement Bond has been issued, registered, and delivered in lieu thereof pursuant to the
provisions of Section 11 hereof, and such new replacement Bond shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed,or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any
Bond called for redemption, in whole or in part, within forty-five (45) days of the date fixed for the
redemption of such Bond; provided, however, such limitation on transferability shall not be applicable to
an exchange by the Holder of the unredeemed balance of a Bond called for redemption in part.
SECTION 6. Book-Entry-Only Transfers and Transactions. Notwithstanding the provisions
contained in the applicable sections hereof relating to the payment and transfer/exchange of the Bonds,
the City hereby approves and authorizes the use of"Book-Entry-Only" securities clearance, settlement,
and transfer system provided by The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York ("DTC"), in accordance with the requirements and
procedures identified in the current DTC Operational Arrangements memorandum, as amended, the
Blanket Issuer Letter of Representations, by and between the City and DTC, and the Letter of
Representations from the Paying Agent/Registrar to DTC (collectively, the "Depository Agreement")
relating to the Bonds.
In the event the Pricing Officer elects to utilize DTC's "Book-Entry-Only" System, which
election shall be made by the Pricing Officer in the Pricing Certificate, pursuant to the Depository
Agreement and the rules of DTC, the Bonds shall be deposited with DTC and who shall hold said Bonds
for its participants (the "DTC Participants"). While the Bonds are held by DTC under the Depository
Agreement, the Holder of the Bonds on the Security Register for all purposes, including payment and
notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser
or owner of each Bond (the "Beneficial Owners") being recorded in the records of DTC and DTC
Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds or
otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or
the City determines that DTC is incapable of properly discharging its duties as securities depository for
the Bonds, the City covenants and agrees with the Holders of the Bonds to cause Bonds to be printed in
definitive form and provide for the Bond certificates to be issued and delivered to DTC Participants and
Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be assigned,
transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and
payment of such Bonds shall be made in accordance with the provisions of Sections 4 and 5 hereof.
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SECTION 7. Execution - Registration. The Bonds shall be executed on behalf of the City by
the Mayor or the Mayor Pro Tem under the City's seal reproduced or impressed thereon and attested by
the City Secretary. The signature of said officials on the Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officials of the City
on the date of the adoption of this Ordinance shall be deemed to be duly executed on behalf of the City,
notwithstanding that such individuals or either of them shall cease to hold such offices at the time of
delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in subsequent
exchanges and transfers, all as authorized and provided in Texas Government Code, Chapter 1201, as
amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory
for any purpose, unless there appears on such Bond either a certificate of registration substantially in the
form provided in Section 9(c), manually executed by the Comptroller of Public Accounts of the State of
Texas, or his or her duly authorized agent, or a certificate of registration substantially in the form
provided in Section 9(d), manually executed by an authorized officer, employee or representative of the
Paying Agent/Registrar, and either such certificate duly signed upon any Bond shall be conclusive
evidence, and the only evidence,that such Bond has been duly certified, registered, and delivered.
SECTION 8. Initial Bond. The Bonds herein authorized shall be initially issued as fully
registered Bonds as specified in the Pricing Certificate, being a single, fully registered Bond in the
aggregate principal amount noted and principal installments to become due and payable as provided in the
Pricing Certificate and numbered T-1 (hereinafter called the "Initial Bond") and the Initial Bond shall be
registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond shall be the
Bond submitted to the Office of the Attorney General of the State of Texas for approval, certified and
registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the
initial purchaser(s). Any time after the delivery of the Initial Bond, the Paying Agent/Registrar, pursuant
to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond ...�
delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated
Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders
named at the addresses identified therefor; all pursuant to and in accordance with such written instructions
from the initial purchaser(s), or the designee thereof, and such other information and documentation as
the Paying Agent/Registrar may reasonably require.
SECTION 9. Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of
Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in this Section
with such appropriate insertions, omissions, substitutions, and other variations as are permitted or
required by this Ordinance and, with the Bonds to be completed and modified with the information set
forth in the Pricing Certificate, may have such letters, numbers,or other marks of identification (including
identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the
American Bankers Association) and such legends and endorsements (including insurance legends on
insured Bonds and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be
established by the City or determined by the Pricing Officer. The Pricing Certificate shall set forth the
final and controlling forms and terms of the Bonds. Any portion of the text of any Bonds may be set forth
on the reverse thereof,with an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bond shall be printed, lithographed, engraved, typewritten,
photocopied or otherwise reproduced in any other similar manner, all as determined by the officers
executing such Bonds as evidenced by their execution thereof.
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(b) Form of Definitive Bonds.
REGISTERED PRINCIPAL AMOUNT
NO. R- $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE. TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2016
Bond Date: Interest Rate: Stated Maturity: CUSIP No.:
, 20 % 20
Registered Owner:
Principal Amount: DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and political
subdivision in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the
registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove
stated (or so much thereof as shall not have been paid upon prior redemption), and to pay interest on the
unpaid principal amount hereof from the interest payment date next preceding the "Registration Date" of
this Bond appearing below (unless this Bond bears a "Registration Date" as of an interest payment date,
...� in which case it shall bear interest from such date, or unless the "Registration Date" of this Bond is prior
to the initial interest payment date in which case it shall bear interest from the_ ) 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 and in each year, commencing ,
20 , until maturity or prior redemption. Principal of this Bond is payable at its Stated Maturity or upon
its prior redemption to the registered owner hereof, upon presentation and surrender, at the designated
offices of the Paying Agent/Registrar executing the registration certificate appearing hereon, 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"); provided, however, while this
Bond is registered to Cede & Co., the payment of principal upon a partial redemption of the principal
amount hereof may be accomplished without presentation and surrender of this Bond. Interest is payable
to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance
hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date", which is the day of the
month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar
by check sent United States Mail, first class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the registered owner. If the date for the payment of the
principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which
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 on
which banking institutions are authorized to close; and payment on such date shall have the same force
and effect as if made on the original date payment was due. All payments of principal of, premium, if
any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in
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any coin or currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount of
$ (herein referred to as the "Bonds")for the purpose of providing funds for the discharge
and final payment of certain outstanding obligations of the City and to pay the costs and expenses of
issuance, under and in strict conformity with the Constitution and laws of the State of Texas, including
Chapter 1207 of the Texas Government Code, as amended, and pursuant to an Ordinance adopted by the
City Council of the City (herein referred to as the"Ordinance").
[The Bonds maturing on the dates hereinafter identified (the "Term Bonds") are subject to
mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior
to maturity at the price of par and accrued interest thereon to the date of redemption, and without
premium,on the dates and in the principal amounts as follows:
Term Bonds due , 20 Term Bonds due , 20_
Redemption Date Principal Amount Redemption Date Principal Amount
20 20
20 20_'
* Stated maturity.
The particular Term Bonds of a Stated Maturity to be redeemed on each redemption date shall be
chosen by lot by the Paying Agent/Registrar; provided, however, that the principal amount of Term
Bonds for a Stated Maturity required to be redeemed on a mandatory redemption date may be reduced, at
the option of the City, by the principal amount of Term Bonds of like Stated Maturity which, at least fifty
(50) days prior to a mandatory redemption date, (1)shall have been acquired by the City at a price not
exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof,
and delivered to the Paying Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to
the optional redemption provisions appearing below and not theretofore credited against a mandatory
redemption requirement.]
[The Bonds shall not be subject to redemption prior to maturity] [The Bonds maturing on and
after , 20 , may be redeemed prior to their Stated Maturities, at the option of the City, in
whole or in part in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated
Maturity by lot by the Paying Agent/Registrar), on , 20_, or on any date thereafter, at the
redemption price of par,together with accrued interest to the date of redemption.
At least thirty(30)days prior to the date fixed for any redemption of Bonds,the City shall cause a
written notice of such redemption to be sent by United States Mail, first class postage prepaid, to the
registered owners of each Bond to be redeemed, in whole or in part, at the address shown on the Security
Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Bond(or
any portion of its principal sum) shall have been duly called for redemption and notice of such
redemption duly given, then upon such redemption date such Bond (or the portion of its principal sum to
be redeemed) shall become due and payable, and interest thereon shall cease to accrue from and after the
redemption date therefor; provided moneys for the payment of the redemption price and the interest on
the principal amount to be redeemed to the date of redemption are held for the purpose of such payment
by the Paying Agent/Registrar.
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In the event a portion of the principal amount of a Bond is to be redeemed and the registered
owner is someone other than Cede& Co., payment of the redemption price of such principal amount shall
be made to the registered owner only upon presentation and surrender of such Bond to the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and a new Bond or Bonds of like maturity and
interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance
of the principal sum thereof will be issued to the registered owner, without charge. If a Bond is selected
for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to
transfer such Bond to an assignee of the registered owner within forty-five (45) days of the redemption
date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange
by the registered owner of the unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by
the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that
said redemption is conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior
to the date fixed for such redemption, or upon the satisfaction of any prerequisites set forth in such notice
of redemption; and, if sufficient moneys are not received, such notice shall be of no force and effect, the
City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in
which the notice of redemption was given,to the effect that the Bonds have not been redeemed.]
The Bonds are payable from the proceeds of an ad valorem tax levied, within the limitations
prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a
copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to
all of the provisions of which the owner or holder of this Bond by the acceptance hereof hereby assents,
for definitions of terms; the description of and the nature and extent of the tax levied for the payment of
the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon
which the Ordinance may be amended or supplemented with or without the consent of the Holders; the
rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon
which this Bond may be discharged at or prior to its maturity or redemption, and deemed to be no longer
Outstanding thereunder; and for other terms and provisions contained therein. Capitalized terms used
herein and not otherwise defined have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the
Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of
the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered
owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more
new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same
rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar
to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner
whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of
interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal at
the Stated Maturity, or its redemption, in whole or in part, and (iii) on any other date as the owner for all
other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be
affected by notice to the contrary. In the event of nonpayment of interest on a Bond on a scheduled
payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest(which shall be fifteen (15)days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class
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postage prepaid, to the address of each registered owner of a Bond appearing on the Security Register at
the close of business on the last business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented, and declared that the City is a body corporate and
political subdivision duly organized and legally existing under and by virtue of the Constitution and laws
of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts, conditions,
and things required to exist and be done precedent to and in the issuance of the Bonds to render the same
lawful and valid obligations of the City have been properly done, have happened, and have been
performed in regular and due time, form, and manner as required by the Constitution and laws of the State
of Texas, and the Ordinance; that the Bonds do not exceed any Constitutional or statutory limitation; and
that due provision has been made for the payment of the principal of and interest on the Bonds by the levy
of a tax as aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in
accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly executed
under the official seal of the City.
CITY OF WYLIE, TEXAS
ATTEST: [Mayor] [Mayor Pro Tem]
City Secretary
(City Seal)
(c) Form of Registration certificate of Comptroller of Public Accounts to appear on Initial
Bond only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS ( REGISTER NO.
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of
the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(Seal)
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(d) Form of Certificate of Paving Agent/Registrar to appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner shown above
under the provisions of the within-mentioned Ordinance; the bond or bonds of the above entitled and
designated series originally delivered having been approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts of the State of Texas, as shown by the records of
the Paying Agent/Registrar.
The designated office of the Paying Agent/Registrar in East Syracuse, New York, is the
Designated Payment/Transfer Office for this Bond.
THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A., Dallas, Texas,
as Paying Agent/Registrar
Registration Date:
By:
Authorized Signature
(e) Form of Assi ng ment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or
•-- typewrite name, address, and zip code of transferee):
(Social Security or other identifying number:
)the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assignment
Signature guaranteed: must correspond with the name of the registered
owner as it appears on the face of the within
Bond in every particular.
(f) The Initial Bond shall be in the form set forth therefor m subsection (b) of this Section
except as follows: the heading and paragraph one shall be amended to read as follows:
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2016
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Bond Date: , 2016
Registered Owner:
Principal Amount: DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and political
subdivision in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the registered owner named above, or the
registered assigns thereof, the Principal Amount hereinabove stated on in the
years and in principal amounts in accordance with the following schedule:
STATED PRINCIPAL INTEREST
MATURITY AMOUNT RATE(S)
(Information to be inserted from Pricing Certificate)
(or so much principal thereof as shall not have been redeemed prior to maturity)and to pay interest on the
unpaid principal installments hereof from the at the per annum rates of interest specified
above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on
, 20 , and each and thereafter, until maturity or prior
redemption. Principal installments of this Bond are payable in the year of maturity or on a redemption
date to the registered owner hereof by The Bank of New York Mellon Trust Company, N.A., Dallas,
Texas (the "Paying Agent/Registrar"), upon presentation and surrender at its designated offices, 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 registered
owner of this Bond whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date," which is the day of --•
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the
registered owner recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of
principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to
the registered owner hereof and in any coin or currency of the United States of America which at the time
of payment is legal tender for the payment of public and private debts. If the date for the payment of the
principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which
banking institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to be closed, then the date for such
payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on
which banking institutions are authorized to be closed; and payment on such date shall have the same
force and effect as if made on the original date payment was due.
SECTION 10. Levy of Taxes. To provide for the payment of the "Debt Service Requirements"
of the Bonds, being(i)the interest on the Bonds and(ii)a sinking fund for their redemption at maturity or
a sinking fund of 2% (whichever amount is the greater)there is hereby levied, and there shall be annually
assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the
limitations prescribed by law, sufficient to pay such Debt Service Requirements on the Bonds as the same
becomes due and payable; and such tax hereby levied on each one hundred dollars' valuation of taxable
property in the City for the payment of the Debt Service Requirements of the Bonds shall be at a rate from
year to year as will be ample and sufficient to provide funds each year to pay the principal of and interest
on said Bonds while Outstanding; full allowance being made for delinquencies and costs of collection;the
taxes levied, assessed, and collected for and on account of the Bonds shall be accounted for separate and
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apart from all other funds of the City and shall be deposited in the "SPECIAL SERIES 2016 GENERAL
OBLIGATION REFUNDING BOND FUND", or such other fund designation as specified in the Pricing
Certificate(the"Interest and Sinking Fund")to be maintained at an official depository of the City's funds;
and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of
the Bonds.
PROVIDED, however, with regard to any payment to become due on the Bonds prior to the tax
delinquency date next following the annual assessment of taxes levied which next follows the Bond Date,
if any, sufficient current funds will be available and are hereby appropriated to make such payments; and
the Mayor, Mayor Pro Tem, City Manager, Finance Director and City Secretary of the City, individually
or jointly, are hereby authorized and directed to transfer and deposit in the Interest and Sinking Fund such
current funds which, together with the accrued interest received from the initial purchasers. will be
sufficient to pay the payments due on the Bonds prior to the tax delinquency date next following the
annual assessment of taxes levied which next follows the Bond Date.
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 for the Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient
to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same
accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be
made in such manner as will cause collected funds to be deposited with the Paying Agent/Registrar on or
before each principal and interest payment date for the Bonds.
SECTION 11. Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost, or stolen, the Paying Agent/Registrar may execute and deliver a replacement
Bond of like form and tenor, and in the same denomination and bearing a number not contemporaneously
outstanding, in exchange and substitution for such mutilated Bond; and with respect to a lost, destroyed,
or stolen Bond, a replacement Bond may be issued only upon the approval of the City and after (i) the
filing by the Holder with the Paying Agent/Registrar of evidence satisfactory to the Paying
Agent/Registrar of the destruction, loss, or theft of such Bond, and of the authenticity of the ownership
thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory
to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such
indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the
Holder of the Bond mutilated, or destroyed, lost, or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding obligation of
the City, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or
stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen
Bonds.
SECTION 12. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or
there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds,
at the times and in the manner stipulated in this Ordinance and the Pricing Certificate, then the pledge of
taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the
Holders shall thereupon cease, terminate, and be discharged and satisfied.
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Bonds or any principal amount(s)shall be deemed to have been paid within the meaning and with
the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the
principal amount(s) thereof at maturity or to the redemption date therefor, together with all interest due
thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, or(ii)Government Securities shall have been irrevocably deposited in trust with
the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been
certified by an independent accounting firm to mature as to principal and interest in such amounts and at
such times as will insure the availability, without reinvestment, of sufficient money, together with any
moneys deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the
principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has
been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of
moneys or Government Securities will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all
income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal
amount(s)thereof, or interest thereon with respect to which such moneys have been so deposited shall be
remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying
Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed
for a period of three(3)years after the Stated Maturity, or applicable redemption date, of the Bonds such
moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the
City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds
from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of
the State of Texas.
The term "Government Securities" 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 of America, including obligations unconditionally guaranteed or insured by the
agency or instrumentality and, on the date of their acquisition or purchase by the City, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent,
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date of their acquisition or purchase by the
City, are rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent and (iv) any other then authorized securities or obligations that may be used to
defease obligations such as the Bonds under the then applicable laws of the State of Texas.
The City reserves the right, subject to satisfying the requirements of (i) and (ii) above, to
substitute other Government Securities for the Government Securities originally deposited, to reinvest the
uninvested moneys on deposit for such defeasance and to withdraw for the benefit of the City moneys in
excess of the amount required for such defeasance.
Upon such deposit as described above, such Bonds shall no longer be regarded to be outstanding
or unpaid. Provided, however, the City has reserved the option, to be exercised at the time of the
defeasance of the Bonds, to call for redemption, at an earlier date, those Bonds which have been defeased
to their maturity date, if the City: (i) in the proceedings providing for the firm banking and financial
arrangements, expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the
reservation of that right to the Holders of the Bonds immediately following the making of the firm --�
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banking and financial arrangements; and (iii)directs that notice of the reservation be included in any
redemption notices that it authorizes.
SECTION 13. Ordinance a Contract - Amendments - Outstanding Bonds. This Ordinance,
together with the Pricing Certificate, shall constitute a contract with the Holders of from time to time, be
binding on the City, and shall not be amended or repealed by the City so long as any Bond remains
Outstanding except as pennitted in this Section and in Section 31 hereof. The City may, without the
consent of or notice to any Holders, from time to time and at any time, amend this Ordinance or any
provision in the Pricing Certificate in any manner not detrimental to the interests of the Holders, including
the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City
may, with the consent of Holders who own a majority of the aggregate of the principal amount of anv
affected series of Bonds then Outstanding, amend, add to, or rescind any of the provisions of this
Ordinance or any provision in the Pricing Certificate; provided that, without the consent of all Holders of
Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of
payment of the principal of and interest on the Bonds, reduce the principal amount thereof the
redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the
principal of or interest on the applicable series of Bonds, (2) give any preference to any Bond within such
series over any other Bond within such series, or (3) reduce the aggregate principal amount of Bonds
required to be held by Holders for consent to any such amendment, addition, or rescission.
The term "Outstanding" when used in this Ordinance with respect to each series of Bonds means,
as of the date of determination, all Bonds within such series theretofore issued and delivered under this
Ordinance, except:
(1) those Bonds cancelled by the Paying Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with the
provisions of Section 12 hereof, and
(3) those mutilated, destroyed, lost, or stolen Bonds within such series which have
been replaced with Bonds registered and delivered in lieu thereof as provided in Section I 1
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 Bonds are first authenticated and
delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation,
if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the
Regulations, of the Bonds.
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"Investment"has the meaning set forth in Section 1.148-1(b)of the Regulations.
"Nonpurpose Investment" means any investment property, as defined in Section
148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not
acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations
issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal
Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific
Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax
Regulation designed to supplement,amend or replace the specific Regulation referenced.
"Yield"of(1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations and (2) the Bonds has the meaning set forth in Section 1.148-4 of the
Regulations.
(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 (or refinanced) directly or indirectly with Gross Proceeds) in a
manner which if made or omitted, respectively, would cause the interest on any Bond to become
includable in the gross income, as defined in Section 61 of the Code, of the owner thereof for federal
income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a
written opinion of counsel nationally recognized in the field of municipal bond law to the effect that
failure to comply with such covenant will not adversely affect the exemption from federal income tax of
the interest on any Bond,the City shall comply with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of
Bonds:
(i) exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with Gross
Proceeds of the Refunded Obligations), and not use or permit the use of such Gross
Proceeds (including all contractual arrangements with terms different than those
applicable to the general public) or any property acquired, constructed, or improved with
such Gross Proceeds in any activity carried on by any person or entity (including the
United States or any agency, department, and instrumentality thereof) other than a state
or local government, unless such use is solely as a member of the general public; and
(ii) not directly or indirectly impose or accept any charge or other payment
by any person or entity who is treated as using Gross Proceeds of the Bonds or any
property the acquisition, construction, or improvement of which is to be financed or
refinanced directly or indirectly with such Gross Proceeds (including property financed
with Gross Proceeds of the Refunded Obligations), 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.
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(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and the
Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance
loans to any person or entity other than a state or local government. For purposes of the foregoing
covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property
acquired, constructed, or improved with such Gross Proceeds is sold or leased to such person or entity in
a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such
property is committed to such person or entity under a take-or-pay, output, or similar contract or
arrangement; or(3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any
property acquired, constructed, or improved with such Gross Proceeds are otherwise transferred in a
transaction which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the Code
and the Regulations and rulings thereunder,the City shall not at any time prior to the final Stated Maturity
of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to
replace money so invested), if as a result of such investment the Yield from the Closing Date of all
Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or
previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the Code
and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would
cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code and the
Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by Section 149(e)
of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as
the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section 148(f) of
the Code and the Regulations and rulings thereunder:
(i) 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 (6)years after the day on which the last outstanding
Bond is discharged. However, to the extent permitted by law, the City may commingle
Gross Proceeds of the Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
(ii) Not less frequently than each Computation Date, the City shall calculate
the Rebate Amount in accordance with rules set forth in Section 148(f) of the Code and
the Regulations and rulings thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the Bonds until six years after
the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the Holders thereof for federal income tax purposes, the City shall pay to
the United States out of the general fund, other appropriate fund, or, if permitted by
p— applicable Texas statute, regulation, or opinion of the Attorney General of the State of
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Texas, the Interest and Sinking Fund, the amount that when added to the future value of
previous rebate payments made for the Bonds equals (i) in the 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.
(iv) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs (2) and (3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon,and any penalty imposed under Section 1.148-3(h)of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the
Stated Maturity or final payment of the Bonds,enter into any transaction that reduces the amount required
to be paid to the United States pursuant to subsection (h) of this Section because such transaction results
in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and
had the Yield of the Bonds not been relevant to either party.
0) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Manager and Finance Director of the City, individually or jointly,to make elections permitted or required
pursuant to the provisions of the Code or the Regulations, as one or more of such persons deems
necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption, or similar
or other appropriate certificate, form, or document.
(k) Bonds Not Hedge Bonds. At the time the original obligations refunded by the Bonds
were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such
obligations within three years after such obligations were issued and (2) not more than 50% of the
proceeds of the original obligations refunded by the Bonds were invested in Nonpurpose Investments
having a substantially guaranteed Yield for a period of 4 years or more.
(1) Qualified Advance Refunding. The Bonds are issued to refund the Refunded Obligations
and the Bonds will be issued more than 90 days before the redemption of the Refunded Obligations. The
City represents as follows:
(i) The Bonds are the first advance refunding of the Refunded Obligations
within the meaning of Section 149(d)(3)of the Code.
(ii) The Refunded Obligations are being called for redemption, and will be
redeemed not later than the earliest date on which such obligations may be redeemed and
on which the City will realize present value debt service savings (determined without
regard to administrative expenses)on the issue.
(iii) The initial temporary period under Section 148(c) of the Code will end:
(i) with respect to the proceeds of the Bonds not later than 30 days after the date of issue
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27031336.3/11601428 18
of such Bonds, and (ii) with respect to proceeds of the Refunded Obligations on the
Closing Date if not ended prior thereto.
(iv) On and after the date of issue of the Bonds, no proceeds of the Refunded
Obligations will be invested in Nonpurpose Investments having a Yield in excess of the
Yield on such Refunded Obligations.
(v) The Bonds are being issued for the purposes stated in the preamble of
this Ordinance. There is a present value savings associated with the refunding. In the
issuance of the Bonds the City has neither: (i)overburdened the tax-exempt bond market
by issuing more bonds, issuing bonds earlier or allowing bonds to remain outstanding
longer than reasonably necessary to accomplish the governmental purposes for which the
Bonds were issued; (ii) employed on "abusive arbitrage device" within the meaning of
Section 1.148-10(a) of the Regulations; nor(iii) employed a "device"to obtain a material
financial advantage based on arbitrage, within the meaning of Section 149(d)(4) of the
Code, apart from savings attributable to lower interest rates and reduced debt service
payments in early years.
(m) Qualified Tax-Exempt Obligations. The Pricing Officer is hereby authorized to designate
in the Pricing Certificate the designation of the Bonds as "qualified tax-exempt obligations" in accordance
with the provisions of the paragraph (3) of subsection (b) of Section 265 of the Code in the event the
Bonds qualify for such designation and confirm that the Bonds are not "private activity bonds"as defined
in the Code and confirm the amount of"tax-exempt obligations" to be issued by the City (including all
subordinate entities of the City) for the calendar year in which the Bonds are issued will not exceed the
applicable limitation.
SECTION 15. Sale of Bonds - Official Statement. The Bonds authorized by this Ordinance are
to be sold by the City to the Purchasers in accordance with a bond purchase agreement in the event of a
negotiated sale, letter agreement to purchase in the event of a private placement, or the successful bid
form in the event of a competitive sale, as applicable (the"Purchase Contract"), the terms and provisions
of which Purchase Contract are to be determined by the Pricing Officer in accordance with Section 3
hereof. The Pricing Officer is hereby authorized and directed to execute the Purchase Contract for and on
behalf of the City, as the act and deed of this Council, and to make a determination as to whether the
terms are in the City's best interests, which determination shall be final.
With regard to such terms and provisions of the Purchase Contract, the Pricing Officer is hereby
authorized to come to an agreement with the Purchasers on the following, among other matters:
1. The details of the purchase and sale of the Bonds;
2. The details of any public offering of the Bonds by the Purchasers, if any;
3. The details of any Official Statement or similar disclosure document (and, if appropriate,
any Preliminary Official Statement) relating to the Bonds and the City's Rule 15c2-12
compliance, if applicable;
4. A security deposit for the Bonds, if any;
5. The representations and warranties of the City to the Purchasers;
6. The details of the delivery of, and payment for,the Bonds,
7. The Purchasers' obligations under the Purchase Contract,
8. The certain conditions to the obligations of the City under the Purchase Contract;
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27031336.3!11601428 19
9. Termination of the Purchase Contract;
10. Particular covenants of the City;
11. The survival of representations made in the Purchase Contract;
12. The payment of any expenses relating to the Purchase Contract;
13. Notices; and
14. Any and all such other details that are found by the Pricing Officer to be necessary and
advisable for the purchase and sale of the Bonds.
The Mayor or Mayor Pro Tem and City Secretary of the City are further authorized and directed
to deliver for and on behalf of the City copies of a Preliminary Official Statement and Official Statement
prepared in connection with the offering of the Bonds by the Purchasers, in final form as may be required
by the Purchasers, and such final Official Statement as delivered by said officials shall constitute the
Official Statement authorized for distribution and use by the Purchasers.
SECTION 16. Escrow Agreement. An "Escrow Agreement" or "Special Escrow Agreement"
(either, the "Escrow Agreement") by and between the City and an authorized escrow agent(the "Escrow
Agent"), if any such agreement is required in connection with the issuance of the Bonds, shall be attached
to and approved in the Pricing Certificate. Such Escrow Agreement is hereby authorized to be finalized
and executed by the Pricing Officer for and on behalf of the City and as the act and deed of this Council;
and such Escrow Agreement as executed by said Pricing Officer shall be deemed approved by this
Council and constitute the Escrow Agreement herein approved. With regard to the finalization of certain
terms and provisions of any Escrow Agreement, a Pricing Officer is hereby authorized to come to an
agreement with the Escrow Agent on the following details, among other matters:
1. The identification of the Refunded Obligations;
2. The creation and funding of the Escrow Fund or Funds; and
3. The Escrow Agent's compensation, administration of the Escrow Fund or Funds, and the
settlement of any paying agents' charges relating to the Refunded Obligations.
Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are hereby
authorized and directed to make the necessary arrangements for the purchase of the escrowed securities
referenced in the Escrow Agreement, if any, and the delivery thereof to the Escrow Agent on the day of
delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF WYLIE, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 ESCROW FUND" (referred to herein
as the "Escrow Fund"), or such other designation as specified in the Pricing Certificate; all as
contemplated and provided in Chapter 1207, the Ordinance, the Pricing Certificate and the Escrow
Agreement.
On or immediately prior to the date of the delivery of the Bonds to the Purchasers, the Pricing
Officer, or other authorized City official listed in Section 33 hereof, shall also cause to be deposited (and
is hereby authorized to cause to be deposited) with the Escrow Agent from moneys on deposit in the debt
service fund(s) maintained for the payment of the Refunded Obligations an amount which, together with
the proceeds of sale of the Bonds, and the investment earnings thereon, will be sufficient to pay in full the
Refunded Obligations (or the amount of accrued interest due thereon) scheduled to mature and authorized
to be redeemed on the earliest date established in the Pricing Certificate for the redemption of any of the
Refunded Obligations(or the earliest date of payment,to be made from moneys in the Escrow Fund(s), as
established in the Pricing Certificate,of the amount of accrued interest due thereon).
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SECTION 17. Refunded Obligations. (a) In order to provide for the refunding, discharge,
and retirement of the Refunded Obligations as selected by the Pricing Officer, the Refunded Obligations,
identified, described, and in the amounts set forth in the Pricing Certificate, are called for redemption on
the first date(s) such Refunded Obligations are subject to redemption or such other date specified by the
Pricing Officer in the Pricing Certificate at the price of par plus accrued interest to the redemption dates,
and notice of such redemption shall be given in accordance with the applicable provisions of the
ordinance adopted by this Council, which authorized the issuance of the Refunded Obligations. The
Pricing Officer is hereby authorized and directed to issue or cause to be issued a Notice of Redemption
for the Refunded Obligations in substantially the form set forth as Exhibit to the Pricing Certificate, to the
paying agent/registrar for Refunded Obligations, in accordance with the redemption provisions applicable
to the Refunded Obligations.
(b) The paying agent/registrar for Refunded Obligations is hereby directed to provide the
appropriate notice of redemption as required by the ordinance authorizing the issuance of the Refunded
Obligations and is hereby directed to make appropriate arrangements so that the Refunded Obligations
may be redeemed on the redemption date specified in the Pricing Certificate.
(c) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their respective maturity or redemption dates shall be from the funds deposited with the
Escrow Agent, pursuant to the Escrow Agreement, if any, or with the paying agent/registrar for the
Refunded Obligations pursuant the provisions of Chapter 1207, this Ordinance and the Pricing Certificate
finalized by the Pricing Officer.
SECTION 18. Control and Custody of Bonds. The Mayor or Mayor Pro Tem of the City shall
be and is hereby authorized to take and have charge of all necessary ordinances, resolutions, orders and
records, including the definitive Bonds and the Initial Bonds, pending the investigation and approval of
the Initial Bonds by the Attorney General of the State of Texas, and the registration of the Initial Bonds to
the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
SECTION 19. Proceeds of Sale. Immediately following the delivery of the Bonds, the proceeds
of sale (less those proceeds of sale designated to pay costs of issuance and any accrued interest received
from the Purchasers of the Bonds or additional proceeds being deposited to the Interest and Sinking Fund)
shall be deposited with the Escrow Agent for application and disbursement in accordance with the
provisions of the Escrow Agreement or deposited with the paying agent/registrar for the Refunded
Obligations for the payment and redemption of the Refunded Obligations. The proceeds of sale of the
Bonds not so deposited with the Escrow Agent (or the paying agent/registrar for the Refunded
Obligations) for the refunding of the Refunded Obligations shall be disbursed for payment of costs of
issuance, or deposited in the Interest and Sinking Fund for the Bonds, all in accordance with written
instructions from the City or its financial advisor. Such proceeds of sale may be invested in authorized
investments and any investment earnings realized may be (with respect to the accrued interest received
from the Purchasers)deposited in the Interest and Sinking Fund as shall be determined by this Council.
Additionally, the Pricing Officer shall determine the amount of any City contribution to the
refunding from moneys on deposit in the interest and sinking fund(s) maintained for the payment of the
Refunded Obligations.
SECTION 20. Notices to Holders - Waiver. Wherever this Ordinance or the Pricing Certificate
provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the
address of each Holder appearing in the Security Register at the close of business on the business day next
r*— preceding the mailing of such notice.
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In any case in which notice to Holders is given by mail, neither the failure to mail such notice to
any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice
with respect to all other Bonds. Where this Ordinance or the Pricing Certificate provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before
or after the event with respect to which such notice is given, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing
shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 21. Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it
and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver
to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered
which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be
promptly cancelled by the Paying Agent/Registrar. All cancelled Bonds held by the Paying
Agent/Registrar shall be returned to the City.
SECTION 22. Bond Counsel Opinion. The obligation of the Purchasers to accept delivery of
the Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP, Attorneys,
Dallas, Texas, Bond Counsel to the City, approving the Bonds as to their validity, said opinion to be dated
and delivered as of the date of delivery and payment for the Bonds. A true and correct reproduction of
said opinion is hereby authorized to be printed on the Bonds, or an executed counterpart thereof is hereby
authorized to be either printed on definitive printed obligations or deposited with DTC along with the
global certificates for the implementation and use of the Book-Entry-Only System used in the settlement
and transfer of the Bonds.
SECTION 23. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the
definitive Bonds shall be of no significance or effect as regards the legality thereof, and neither the City
nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP numbers incorrectly
printed or typed on the definitive Bonds.
SECTION 24. Benefits of Ordinance. Nothing in this Ordinance or the Pricing Certificate,
expressed or implied, is intended or shall be construed to confer upon any person other than the City, the
Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof or the Pricing Certificate, this Ordinance and all of its
provisions and the Pricing Certificate being intended to be and being for the sole and exclusive benefit of
the City,the Paying Agent/Registrar, and the Holders.
SECTION 25. Inconsistent Provisions. All ordinances or resolutions, or parts thereof, which are
in conflict or inconsistent with any provision of this Ordinance or the Pricing Certificate are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 26. Governing Law. This Ordinance shall be construed and enforced in accordance
with the laws of the State of Texas and the United States of America.
SECTION 27. Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
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SECTION 28. 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 29. Severability. If any provision of this Ordinance or the Pricing Certificate or the
application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and
the Pricing Certificate and the application thereof to other circumstances shall nevertheless be valid, and
this Council hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 30. Incorporation of Findings and Determinations. The findings and determinations
of this Council contained in the preamble hereof are hereby incorporated by reference and made a part of
this Ordinance for all purposes as if the same were restated in full in this Section.
SECTION 31. Continuing Disclosure Undertaking. This Section shall apply unless the Pricing
Officer determines in the Pricing Certificate that an undertaking is not required pursuant to the Rule
(defined below).
(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 or officially
interpreted by the SEC.
`,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 with the year stated in the Pricing Certificate, financial
information and operating data with respect to the City of the general type included in the final Official
Statement approved by the Pricing Officer and described in the Pricing Certificate and (2) if not provided
as part of such financial information and operating data, audited financial statements of the City within
twelve months after the end of each fiscal year, when and if available. Any financial statements so
provided shall be prepared in accordance with the accounting principles described in the Pricing
Certificate, 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 audited financial
statements are not available by the required time, the City will file unaudited financial statements within
such twelve-month period and audited financial statements when and if such audited financial statements
become available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the
new fiscal year end) prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be set
forth in full in one or more documents or may be included by specific reference to any document
available to the public on the MSRB's Internet Web site or filed with the SEC.
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(c) Notice of Certain Events. The City shall provide notice of any of the following events
with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after
occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material,and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the 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.
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
Ordinance No.2016-06
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person" with respect to the Bonds within the meaning of the Rule, except that the City in any event will
give the notice required by subsection (c) hereof of any Bond calls and defeasance that cause the City to
be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the
Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable
right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial
information, operating data, financial statements, and notices which it has expressly agreed to provide
pursuant to this Section and does not hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the City's financial results, condition, or prospects or
hereby undertake to update any information provided in accordance with this Section or otherwise, except
as expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED
IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT
OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN
ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of
the City under federal and state securities laws.
Notwithstanding anything to the contrary in this Ordinance, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances resulting from a change in legal
requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City,
but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to
purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into
account any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either(a)the Holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an amendment) of
the Outstanding Bonds consent to such amendment or(b) a person that is unaffiliated with the City (such
as nationally recognized bond counsel) determines that such amendment will not materially impair the
interests of the Holders and beneficial owners of the Bonds. The provisions of this Section may also be
amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions
of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to
the extent that reservation of the City's right to do so would not prevent an underwriter of the initial
public offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the City so
amends the provisions of this Section, it shall include with any amended financial information or
operating data next provided pursuant to subsection (b) 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 32. Municipal Bond Insurance. The Bonds may be sold with the principal of and
--- interest thereon being insured by a municipal bond insurance provider authorized to transact business in
Ordinance No.2016-06
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the State of Texas. The Pricing Officer is hereby authorized to make the selection of municipal bond
insurance (if any) for the Bonds and make the determination of the provisions of any commitment
therefor.
SECTION 33. Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Finance Director and City Secretary are hereby expressly authorized, empowered and directed
from time to time and at any time to do and perform all such acts and things and to execute, acknowledge
and deliver in the name and on behalf of the City all agreements, instruments, certificates or other
documents, whether mentioned herein or not, as may be necessary or desirable in order to carry out the
terms and provisions of this Ordinance and the issuance of the Bonds. In addition, prior to the initial
delivery of the Bonds, 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, including the Pricing Certificate:
(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 Bonds 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 34. Public Meeting. It is officially found, determined, and declared that the meeting
at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Ordinance, was given, all as
required by Texas Government Code, Chapter 551, as amended.
SECTION 35. Effective Date. In accordance with the provisions of Texas Government Code, w,
Section 1201.028, as amended, this Ordinance shall be in force and effect from and after its passage on
the date shown below and it is so ordained.
[Remainder of page left blank intentionally]
Ordinance No.2016-06
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27031336.3/11601428 26
Refunding Information c,f,-()F W,.,_,F
City of Wylie
General Obligation Refunding Bonds,Series 2016 REFUNDING RESULTS*:
ANNUAL SAVINGS ANALYSIS ❑ Par Amount of Refunded Bonds: $37,876,000
1 2 It 4 ❑ Total Savings*: $4,269,338
Year Ending Old Debt Service New Debt Service Savings" ❑ Net PV Savings*: $3,623,348
9/30/2016 $ 929,413 $ 929,412 �
9/30/2017 1,858,825 1,672,000 L3 True Interest Cost on New Bonds: 2.43%
9/30/2018 2,236,125 2,006,900 ❑ Average Interest Rate on Refunded Bonds:
9/30/2019 4,819,175 4,430,3004.92%
9/30/2020 4,821,638 4,434,900 :. • ❑ Final Maturity NOT Extended
9/30/2021 4,811,106 4,419,375 ❑ Savings are AFTER any and all transaction
9/30/2022 41802,694 4,412,375 costs (i.e. no 'out Of pocket'costs)
9/30/2023 4,801,056 4,412,500
9/30/2024 4,785,944 4,394,625
9/30/2025 4,786,550 4,398,250
9/30/2026 40767,488 4,378,000 :• :: -
9/30/2027 4,758,463 4,363,875
9/30/2028 4176,875 3,833,500
52,355,350 48,086,012
Net Present Value ("PV") Savings: $ 3,6231348
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* -Interest Rate Scale as of March 4, 2016 + 0.20%
All Riijhts Reserved
Flrst5outhwestt,)20`16 Hilltop securilles 111C.
Proposed Parameters CrrS;� LH
Included in Parameter Ordinance for Council Consideration/Action
➢ Delegated Pricing Officers: City Manager and Finance Director
Maximum True Interest Cost: 3.25% (2.43% Currently)
➢ Minimum Savings Threshold: 5.00% PV (9.56% Currently)
➢ Maximum Principal Amount: $40,000,000 ($34,730,000 Currently)
➢ Final Maturity Date: February 15, 2028 (maturity not extended)
➢ Expiration of Parameter Authority: 180 Days
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General Obligation Refunding Bonds,Series 2016
Projected Schedule of Events
Feb-16 Mar-16 Apr-16 Ma -16
S M T W T F S S M T W T F S S M T W T F S S M T W T F S
1 213 415 6 1 2 3 4 5 ] 2 1 2 3 4 5 6 7
7 8 9 1 10 11 12 13 6 7 8 9 10 11 12 3 4 5 6 7 8 9 8 9 10 11 12 13 14
14 15 16 117 18 19 20 13 14 15 16 17 16 19 10 11 12 13 14 15 16 15 16 17 18 19 20 21
21 2223 24 25 26 27 20 21 22 23 24 25 26 17 18 19 20 21 22 23 22 23 24 25 26 27 28
28 29 27 28 29 30 31 24 25 26 27 28 29 30 29 30 31
By Day Event
18-Feb-16 Thursday Provide initial draft of Preliminary Official Statement
to City and Bond Counsel for comments and modifications
4-Mar-16 Friday Receive Preliminary Official Statement information from City
7-Mar-16 Monday Send revised draft Preliminary Official Statement to City and
Bond Counsel for comments and modifications and to credit rating agencies
14-Mar-16 Week Of Rating Agency Conference Calls
22-Mar-16 Tuesday Presentation to City Council on Potential Refunding
City Council adopts Parameters Resolution
24-Mar-16 Thursday Receive credit ratings
28-Mar-16 Monday Finalize Preliminary Official Statement
Distribute electronically through i-Deal Prospectus
4-Apr-16 Week Of Potential Pricing and Award
TBD TBD Closing and delivery of funds
«.�
FirstS®uthwest
A Division of Hiihcp
PASSED AND ADOPTED, this March 22, 2016.
CITY OF WYLIE, TEXAS
Mayor /
ATTEST: l
City Secretary
i!
(City Steal)
+arr
Ordinance No.2016-06
Refunding of Bonds,Series 2016
27031336.3/11601428 S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
Ordinance No.2016-06
Refunding of Bonds,Series 2016
27031336.3/11601428 A-1