Ordinance 2008-35 ��" ORDINANCE NO. 2008-35
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
WYLIE, TEXAS, COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2008"; SPECIFYING
THE TERMS AND FEATURES OF SAID CERTIFICATES;
PROVIDING FOR THE PAYI�+IENT OF SAID CERTIFICATES OF
OBLIGATION BY THE LEVY OF AN AD VALOREM TAX UPON
ALL TAXABLE PROPERTY WITHIN THE CITY AND A LIMITED
PLEDGE OF THE NET REVENUES FROM THE OPERATION OF
THE CITY'S WATERWORKS AND SEWER SYSTEM; AND
RESOLVING OTHER MATTERS INCIDENT AND RELATING TO
THE ISSUANCE, PAYMENT, SECURITY, SALE AND DELIVERY OF
SAID CERTIFICATES, INCLUDING THE APPROVAL AND
EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT
AND THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL
STATEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, notice of the City Council's intention to issue certificates of obligation in
the maximum principal amount of$I5,000,000 for the purpose of paying contractual obligations
to be incurred for the construction of public works, to wit: (i) the construction, improvement and
� equipment of park and recreational facilities for new Recreation Center/Park Administration
facilities. (ii) the construction, improvement and equipment of City Hall facilities, and (iii)the
construction, improvement and equipment of municipal library facilities, and to pay contractual
obligations for professional services rendered in relation to such projects and the financing
thereof; has been duly published in The Wylie News on June 18, 2008 and June 25, 2008, the date
of the first publication of such notice being not less than thirty-one (31) days prior to the
tentative date stated therein for the adoption of the ordinance authorizing the issuance of such
certificates; and
WHEREAS, no petition protesting the issuance of the certificates of obligation and
bearing valid petition signatures of at least 5% of the qualified electors of the City, has been
presented to or tiled with the Mayor, City Secretary or any other official of the City on or prior to
the date of the passage of this ordinance; and
WHEREAS, the Council hereby finds and determines that the certificates of obligation
described in the aforesaid notice should be issued and sold at this time in the amount and manner
as hereinafter provided; now, therefore,
EiE IT ORDAINED BY "I'HE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS:
SECTION l: Authorization — Designation — Principal Amount — Purpose. Certificates
of obligation of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of $15,000,000, to be designated and bear the title "CITY OF WYLIE,
� TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2008"' (hereinafter referred to as the "Certificates"), for the purpose of paying
contractual obligations to be incurred for the construction of public works, to wit: (i) the
8023>687.-�11080�713
Ordinance No. ?008-35
Issuance of 3008 Combination Tax
And Revenue Certiticates of Obligation
m� construction, improvement and equipment of park and recreational facilities for new Recreation
Center/Park Administration facilities, (ii) the construction, improvement and equipment of City
Hall facilities, and (iii) the construction, improvement and equipment of municipal library
facilities, and to pay contractual obligations for professional services rendered in relation to such
projects and the financing thereof; pursuant to authority confened by and in conformity with the
Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code,
Subchapter C of Chapter 271, as amended.
SECTION 2: Fully Re�istered Obli�;ations - Authorized Denominations-Stated
Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated
July 15, 2008 (the "Certificate Date") and shall be in denominations of $5,000 or any integral
multiple thereof(within a Stated Maturity) and the Certificates shall become due and payable on
February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear
interest at the per annum rates in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate(s)
2009 $ 405,000
?O10 485,000
2011 510,000
2012 530,000
���'� 2013 560,000
2014 585,000
2015 615,000
2016 645,000
20l 7 675,000
2018 710,000
2019 740,000
2020 780,000
2021 815,000
2022 855.000
2023 900,000
2024 940,000
2025 990,000
2026 1,035,000
2027 1.085,000
2028 1,140,000
The Certificates shall bear interest on the unpaid principal amounts from the Certificate
Date at the rates per annum shown above in this Section (calculated on the basis of a 360-day
80??;6AZ�11080�7I3 �
Ordinance No. ?008-35
Issuance of 2008 Combination Tax
And Revenue Certiticates of
Obligation
year of twelve 30-day months), and such interest shall be payable on February 15 and August 15 �
of each year, commencing February 15, 2009.
SECTION 3: Terms of Payment-Paying A e� nt/Registrar. The principal of, premium, if
any, and the interest on the Certiticates, due and payable by reason of maturity, redemption, or
otherwise, shall be payable only to the registered owners or holders of the Certificates
(hereinafter called the "Holders") appearing on the registration and transfer books maintained by
the Paying AgenURegistrar and the payment thereof shall be in any coin or currency of the
United States of America, which at the time of payment is legal tender for the payment of public
and private debts, and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, TeYas, to serve as Paying Agent/Registrar for the Certificates is hereby approved and
confirmed. Books and records relating to the registration, payment, transfer and exchange of the
Certificates (the "Security Register") shall at all times be kept and maintained on behalf of the
City by the Paying AgenURegistrar, as provided herein and in accordance with the terms and
provisions of a"Paying Agent/Registrar Agreement", substantially in the form attached hereto as
Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City
may prescribe. The Mayor and City Secretary are authorized to execute and deliver such
Agreement in connection with the delivery of the Certificates. The City covenants to maintain
and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged,
and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or _.,.m.
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
Certiticates, 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 AgenURegistrar.
Principal of and premium, if any, on the Certificates shall be payable at the Stated
Maturities or the redemption thereof only upon presentation and surrender of the Certificates to
the Paying Agent/Registrar at its designated offices initially in Dallas, Texas, or, with respect to
a successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated
PaymenVTransfer Office"). Interest on the Certificates shall be paid to the Holders whose names
appear in the Security Register at the close of business on the Record Date (the last business day
of the month next preceding each interest payment date) and shall be paid by the Paying
Agent/Registrar(i) by check sent United States Mail, first class postage prepaid, to the address of
the Holder recorded in the Security Register or (ii) by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for
the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the city where the Designated Payment/Transfer
Office of the Paying Agent/Registrar is located are authorized by law or executive order to close,
au�?;es�.-tiioao��i3 3
Ordinance No. 3008-35
lssuance of?008 Combination T'ax
And Revenue Certificates of
Obligation
~� then the date for such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be I S 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, tirst class postage
prepaid, to the address of each Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
(a) Optional Redemption. The Certificates having Stated Maturities on and after
February 15, 2019 shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part in principal amounts of$5,000 or any integral multiple thereof(and if within a
Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2018, or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
� (b) Exercise of Redemption Option. At least forty-five (45) days prior to a
redemption date for the Certificates (unless a shorter notification period shall be satisfactory to
the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date
of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall
be entered in the minutes of the governing body of the City.
(c) Selection of Certificates for Redemption. If less than all Outstanding Certificates
of the same Stated Maturity are to be redeemed on a redemption date, the Paying AgenURegistrar
shall treat such Certificates as representing the number of Certificates Outstanding which is
obtained by dividing the principal amount of such Certificates by $5,000 and shall select the
Certificates to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Certiticates, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
80?3;687.�1/Iq80;713 �
Ordinance No. ?008-35
Issuance of 2008 Combination Tax
And Revenue Certificates of
Oblieation
All notices of redemption shall (i) specify the date of redemption for the Certificates,
(ii) identify the Certificates to be redeemed and. in the case of a portion of the principal amount
to be redeemed. the principal amount thereof to be redeemed. (iii) state the redemption price,
(iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Certificates, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender of the Certificates. If
a Certificate is subject by its terms to prior redemption and has been called for redemption and
notice of redemption has been duly given as hereinabove provided, such Certificate (or the
principal amount thereof to be redeemed) shall become due and payable and interest thereon
shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for
the payment of such Certificate (or the principal amount thereof to be redeemed) at the then
applicable redemption price are held for the purpose of such payment by the Paying
Agent/Registrar.
SECTION 5: Re�istration - Transfer - Exchange of Certificates-Predecessor
Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security
Register the name and address of each and every owner of the Certificates issued under and
pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any
Certificate may be transferred or exchanged for Certificates of other authorized denominations """
by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to
the Paying Agent/Registrar 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 of any Certificate (other than the Initial Certificate(s) authorized in
Section 8 hereof� for transfer at the Designated Payment/Transfer Office of the Paying
Agent/Registrar, the Paying AgenURegistrar shall register and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of authorized denominations
and having the same Stated Maturity and of a like aggregate principal amount as the Certificate
or Certificates surrendered for transfer.
At the option of the Holders, Certificates (other than the Initial Certificate authorized in
Section 8 hereo� may be exchanged for other Certificates of authorized denominations and
having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal
amount as the Certificates surrendered for exchange upon surrender of the Certificates to be
exchanged at the Designated Payment/Transfer Oftice of the Paying Agent/Registrar. Whenever
any Certificates are surrendered for exchange, the Paying AgenURegistrar shall register and
deliver new Certificates to the Holder requesting the exchange.
xoz;;�szai i oxu��i� 5
Ord'+nance No. 2008-35
issuance of?008 Combination Tax
And Revenue Certiticates of
Obiigation
��� All Certiticates issued upon any transfer or exchange of Certificates shall be delivered at
the Designated PaymentlTransfer Office of the Paying AgenURegistrar or sent by United States
mail, tirst 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 Certificates surrendered in such transfer
or exchange.
All transfers or exchanges of Certificates 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.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby detined to be "Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same ob(igation to pay evidenced by the new Certificate or Certificates
registered and delivered in the exchange or transfer therefor. Additionally, the term
"Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for
which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant
to the provisions of Section 19 hereof and such new replacement Certificate shall be deemed to
evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate.
� Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of
the date fixed for the redemption of such Certificate; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of
a Certificate called for redemption in part.
SECTION 6: Book-Entrv Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange
of the Certificates, the City hereby approves and authorizes the use of "Book-Entry Only"
securities clearance, settlement and transfer system provided by The Depository Trust Company
(DTC), a limited purpose trust company organized under the laws of the State of New York, in
accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representations, by and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be
deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants").
While the Certificates are held by DTC under the Depository Agreement, the Holder of the
Certificates 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
RU23�687.-1/I OR057 I 3 6
Ordinance No.?008-3�
Issuance of?008 Combination Tax
And Revenue Certificates of
Obligation
owner of each Certificate (the "Beneticial Owners") being recorded in the records of DTC and `°"
DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the
Certificates 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 Certificates, the City covenants and agrees with the
Holders of the Certificates to cause Certificates to be printed in definitive form and issued and
delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Certificates in definitive form shall be assigned, transferred and exchanged on the Security
Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be
made in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Re�istration. T'he Certificates shall be executed on behalf of
the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the Certificates may be manual or facsimile.
Certificates bearing the manual or facsimile signatures of individuals who are or were the proper
officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the
City, notwithstanding that one or more of the individuals executing the same shall cease to be
such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect
to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in
V.T.C.A., Government Code, Chapter 1201, as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate 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 Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly certitied, registered and delivered.
SECTION 8: Initial Certificate s . The Certificates herein authorized shall be initially
issued either (i) as a single fully registered certificate in the total principal amount stated in
Section 1 hereof with principal installments to become due and payable as provided in Section 2
hereof and numbered T-1, or (ii) as multiple fu(ly registered certificates, being one certificate for
each year of maturity in the applicable principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either
case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the
designee thereof. The Initial Certificate(s) shall be the Certificates 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).
8023�6R7.�t/I 08057 I 3 7
Ordinance No. 2008-35
Issuance of 2008 Combination Tax
And Revenue Certificates of
Obligation
�� Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to
written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Certificate(s) delivered hereunder and exchange therefor definitive Certificates 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 Generallv. The Certificates, 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 Certificates, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with bond insurance and any reproduction
of an opinion of counsel) thereon as may, consistently herewith, be established by the City or
r,,� determined by the officers executing such Certificates as evidenced by their execution. Any
portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the certificate.
The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or
engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as
determined by the officers executing such Certificates as evidenced by their execution.
(b) Form of Certificates.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2008
Certificate Date: Interest Rate: Stated Maturity: CUSIP NO:
July 15. 2008 % February 15, 20_
8023�68Z�1/I OR0�713 g
Ordinance No. 2008-35
Issuance of?008 Combination Tax
And Revenue Certiticates of
Obligation
Registered Owner:
Principal Amount: DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the County of Collin, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner named above, or the
registered assigns thereof, on the Stated Maturity date specitied 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 Certificate appearing below (unless this Certiticate 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 Certificate is prior to the initial interest payment
date, in which case it shall bear interest from the Certiticate Date) at the per annum rate of
interest specified above computed on the basis of a 360-day year of twelve 30-day months; such
interest being payable on February 15 and August 15 in each year, commencing February 15,
2009. Principal of this Certificate is payable at its Stated Maturity or redemption to the
registered owner hereof, upon presentation and surrender, at the Designated PaymenUTransfer
Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or
its successor; provided, however, while this Certificate 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 Certificate. Interest is payable to the registered owner
of this Certiticate (or one or more Predecessor Certificates, as defined in the Ordinance
hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date", which is the last business day of
the month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to the
Paying AgenURegistrar, reyuested 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 Certificates shall be a Saturday,
Sunday, a legal holiday, or a day when banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. All payments of principal of, premium, if any, and interest on this
Certiticate shall be without exchange or collection charges to the owner hereof and in any coin or
currency of�the I)nited States of America which at the time of payment is legal tender for the
payment of public and private debts.
R033�687-1/I ORO�71� q
Ordinance No. ?008-35
issuance ot?008 Combination Tax
And Revenue Certificates of
Obl igation
_ __ _ _
� This Certificate is one of the series specified in its title issued in the aggregate principal
amount of $15.000.000 (herein referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for the construction of public works, to wit: (i) the
construction, improvement and equipment of park and recreational facilities for new Recreation
Center/Park Administration facilities, (ii) the construction, improvement and equipment of City
Hall facilities, and (iii) the construction, improvement and equipment of municipal library
facilities, and to pay contractual obligations for professional services rendered in relation to such
projects and the financing thereof; under and in strict conformity with the Constitution and laws
of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter
271, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein
referred to as the "Ordinance").
The CeRificates having Stated Maturities on and after February 15, 2019, may be
redeemed prior to their Stated Maturities, at the option of the City, in whole or in part in
principal amounts of$�,000 or any integral multiple thereof(and if within a Stated Maturity by
lot by the Paying AgenURegistrar), on February I5, 2018, or on any date thereafter, at the
redemption price of par, together with accrued interest to the date of redemption.
At least thirty days prior to a redemption date, the City shall cause a written notice of
such redemption to be sent by United States Mail, first class postage prepaid, to the registered
owners of each Certificate to be redeemed at the address shown on the Security Register and
arM„�,,, subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate
(or any portion of its principal sum) shall have been duly called for redemption and notice of
such redemption duly given, then upon the redemption date such Certificate (or the portion of its
principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of
the redemption price and the interest accrued 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, interest
shall cease to accrue and be payable from and after the redemption date on the principal amount
redeemed.
In the event a portion of the principal amount of a Certiticate 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 Certificate to the Designated PaymenUTransfer Office of the Paying Agent/Registrar, and a
new Certificate or Certificates 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 Certiticate is selected for redemption, in
whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such
Certificate to an assignee of the registered owner within 45 days of the redemption date therefor;
provided, however, such limitation on transferability shall not be applicable to an e�cchange by
the registered owner of the unredeemed balance of a Certificate redeemed in part.
8023�687.-1/10A0�713 ��
Ordinance No.?008-35
Issuance of 2008 Combination Tax
And Revenue Certificates of
Obligation
The Certificates are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and from a limited pledge of
the Net Revenues (as detined in the Ordinance) of the City's combined Waterworks and Sanitary
Sewer System (the "System"), such pledge of the Net Revenues for the payment of the
Certificates being limited to an amount of$1,000 and, together with a parity pledge securing the
payment of the Previously Issued Certiticates, being junior and subordinate to the lien on and
p(edge of such Net Revenues securing the payment of`'Prior Lien Obligations" (as defined in the
Ordinance) now outstanding and hereafter issued by the City. In the Ordinance, the City
reserves and retains the right to issue Prior Lien Obligations without limitation as to principal
amount but subject to any applicable terms, conditions or restrictions under law or otherwise.
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 the provisions of which the
Holder by the acceptance hereof hereby assents, tor definitions of terms; the description of and
the nature and extent of the tax levied for the payment of the Certificates; the Net Revenues
pledged to the payment of the principal of and interest on the Certificates; the nature and extent
and manner of enforcement of the pledge; the terms and conditions relating to the transfer or
exchange of this Certificate; 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 AgenURegistrar; the terms and provisions upon which the tax levy and
the pledges, charges and covenants made therein may be discharged at or prior to the maturity of
this Certificate, and this Certiticate deemed to be no longer Outstanding thereunder; and for the "�
other terms and provisions contained therein. Capitalized terms used herein have the meanings
assigned in the Ordinance.
1'his Certificate, 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 Oftice 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 hereot; or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered
Certificates 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 Certificate as the
owner entitled to payment of principal hereof at its 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
soz?;t,x�.-t,�i oxo��i 3 1 I
Ordinance No. ?008-35
Issuance of?008 Combination Tax
And Revenue Certiticates of
Obligation
_.... event of a non-payment of interest on a scheduled payment date and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
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 Certificates 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 Certificates 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 Certificates 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 Certificates as
aforestated. In case any provision in this Certificate 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 Certificate 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 Certificate to be
duly executed under the official seal of the City as of the Certificate Date.
CITY OF WYLIE, TEXAS
�
Eric Hogue, Mayo
COUNTERSIGNED:
�� ,
Caro,�` �'�cretary
;��V\• ••. •.� �'���=
(S�al); �=_� :
_ : SE!�L
: '_. '� ;
'- ••. .•°' .
- � :
, .. .• ,
.�
__ �'��''�i,i�E,�i EXP�`��
8023�687.4/1080�713 �2
Ordinance No. 2008-35
Issuance of 2008 Combination Tax
And Revenue Certificates of
Obligation '
�� (c) Form of Re�istration Certificate of Comptroller of Public Accounts to appear on
Initial Certificate(s) 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 Certificate 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)
(d) Form of Certificate of Paving Agent/Re�istrar to appear on Definitive Certificates
on1y.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the provisions of the
within-mentioned Ordinance; the certificate or certificates of the above entitled and designated
series originally delivered having been approved by the Attorney General of the State of Texas
and registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated office of the Paying Agent/Registrar located in Dallas, Texas, is the
"Designated Payment/Transfer Office" for this Certificate.
'THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
xo23;�x�.-�i i osos�i 3 13
Ordinance No. ?008-35
issuance of 2008 Combination Tax
And Revenue Certiticates of
Obligation
Registration Date:
By
Authorized Signature
(e) Form of Assignment.
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
Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration thereof, with full
power of substitution in the premises.
DATED: .�---
NOTICE: The signature on this
assignment must conespond with the
name of the registered owner as it appears
Signature guaranteed: on the face of the within Certificate in
every particular.
so��s�s��n osu��i 3 14
Ordinance No. 2008-35
Issuance of 2008 Combination Tax
And Revenue Certificates of
Obligation
(t) The Initial Certificate(s) shall be in the form set forth in paragraph (b) of this
Section except that the form of a sin lg e fully registered Initial Certificate shall be modified
as follows:
REGISTERED REGISTERED
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2008
Certificate Date: July 15, 2008
Registered Owner:
Principal Amount: DOLLARS
„��,,, The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the County of Collin, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner named above, or the
registered assigns thereof; the Principal Amount hereinabove stated on February 15 in each of
the years and in principal installments in accordance with the following schedule:
PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
(Information to be inserted from schedule in Section 2 hereo�.
(or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the
unpaid principal amounts hereof from the interest payment date next preceding the "Registration
Date" of this Certificate appearing below (unless this Certificate 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 Certificate is prior to the initial interest payment date, in which case it
shall bear interest from the Certificate Date) at the per annum rate(s) of interest specified above
computed on the basis of a 360-day year of twelve 30-day months; such interest being payable
on February 15 and August 15 of each year, commencing February 15, 2009. Principal
installments of this Certificate are payable at its Stated Maturity or on a prepayment date to the
registered owner hereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
so?�;�s��iiosus�i3 15
Ordinance No. 2008-35
issuance of�008 Combination Tax
And Revenue Certificates of
Oblication
(the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in �`�
Dallas, Texas (the "Designated PaymenUTransfer Otfice"). Interest is payable to the registered
owner of this Certificate whose name appears on the "Security Register" maintained by the
Paying Agent/Registrar at the close of business on the "Record Date", whicH is the last business
day of the month next preceding each interest payment date hereof 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 Certificates
shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where
the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized
by law or executive order to close, then the date for such payment shall be the next succeeding
day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on
the original date payment was due. All payments of principal of, premium, if any, and interest
on this Certificate shall be without exchange or collection charges to the owner hereof and in any
coin or currency of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.
SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to
the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net
Revenues theref'or, the following words or terms, whenever the same appears herein without ,_...
qualifying language, are defined to mean as follows:
(a) The term "Certi�ficates" shall mean the "CITY OF WYLIE, TEXAS,
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2008"
authorized by this Ordinance.
(b) The term "Certificate Fund" shall mean the special Fund created and established
under the provisions of Section 11 of this Ordinance.
(c) The term ``Collection Date" shall mean, when reference is being made to the levy
and collection of annual ad valorem taxes, the date annual ad valorem taxes levied each year by
the City become delinquent.
(d) The term "Fiscal Year" shall mean the twelve month accounting period used by
the City in connection with the operation of the System which may be any twelve consecutive
month period established by the City.
(e) 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
xo�3��a��i i otso;�i 3 16
Ordinance No. ?008-35
Issuance of?008 Combination Tax
And Revenue Certiticates of
Obligation
� agency or instrumentality of the United States, including obligations unconditionally guaranteed
or insured by the agency or instrumentality and on the date of their acquisition or purchase by the
City are rated as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent and (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 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.
(f) The term "Gross Revenues" shall mean all income, receipts and revenues of every
nature derived or received from the operation and ownership (excluding refundable meter
deposits, restricted gifts and grants in aid of construction) of the System, including earnings and
income derived from the investment or deposit of moneys in any special funds or accounts
created and established for the payment and security of the Prior Lien Obligations and other
obligations payable solely from and secured only by a lien on and pledge of the Net Revenues.
(g) The term "Maintenance and Operating Expenses" shall mean all cunent expenses
of operating and maintaining the System, including all salaries, labor, materials, repairs and
extensions necessary to render efficient service; provided, however, that only such repairs and
extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary
to maintain the operations and render adequate service to the City and the inhabitants thereof, or
such as might be necessary to meet some physical accident or condition which would otherwise
��,��. impair obligations payable from Net Revenues shall be deducted in determining '`Net Revenues".
Depreciation charges shall not be considered Maintenance and Operating Expenses.
Maintenance and Operating Expenses shall include payments under contracts for the purchase of
water supply, treatment of sewage or other materials, goods or services for the System to the
extent authorized by law and the provisions of such contract.
(h) The term "Net Revenues" shall mean Gross Revenues of the System, with respect
to any period, after deducting the System's Maintenance and Operating Expenses during such
period.
(i) The term "Outstanding" when used in this Ordinance with respect to Certificates
means, as of the date of determination, all Certificates theretofore issued and delivered under this
Ordinance, except:
(1) those Certificates cancelled by the Paying Agent/Registrar or
delivered to the Paying Agent/Registrar for cancellation;
(2) those Certificates deemed to be duly paid by the City in
accordance with the provisions of Section ?0 hereof; and
R023�687.1/I U80�7 I 3 1 7
Ordinance No. 2008-3�
Issuance of?008 Combination Tax
And Revenue Certiticates of
Obl igation
(3) those mutilated, destroyed, lost, or stolen Certificates which have �
been replaced with Certificates registered and delivered in lieu thereof as
provided in Section l9 hereof.
(j) The term "Previously Issued Certificates" shall mean the outstanding "City of
Wylie, Texas. Combination Tax and Revenue Certificates of Obligation, Series 2005", dated
January 1, 2005, '`City of Wylie, Texas, Combination Tax and Revenue Certificates of
Obligation, Series 2007", dated March 15, 2007 and "City of Wylie, Texas, Combination Tax
and Revenue Certificates of Obligation, Series 2007B", dated December l, 2007.
(k) The term "Prior Lien Obligations" shall mean (i) the outstanding and unpaid
(1) "City of Wylie, Texas Waterworks and Sewer System Revenue Bonds, Series 1999", dated
September l, 1999, and originally issued in the aggregate principal amount of $1.380,000,
(2) "City of Wylie, Texas, Waterworks and Sewer System Revenue Bonds, Series 2000", dated
August 15, 2000, and originally issued in the aggregate principal amount of $1,720,000, and
(3) "City of Wylie, Texas, Waterworks and Sewer System Revenue Bonds, Series 2002", dated
September 15, 2002, and originally issued in the aggregate principal amount of$1,150,000 and
(ii) obligations hereafter issued which by the terms of the authorizing ordinance are made
payable from and secured by a lien on and pledge of the Net Revenues of the System ranking
prior and superior to the lien and pledge securing the payment of the Previously Issued
Certificates and the Certificates.
(1) The term "System" shall mean all properties, facilities and plants currently �
owned, operated and maintained by the City for the supply, treatment, transmission and
distribution of treated potable water and the collection, treatment and disposal of water carried
wastes, together with all future extensions, improvements, replacements and additions thereto;
provided, however, that notwithstanding the foregoing, and to the extent now or hereafter
authorized or permitted by law, the term "System" shall not mean to include facilities of any
kind which are declared not to be a part of the System and which are acquired or constructed by
or on behalf of the City with the proceeds from the issuance of"Special Facilities Bonds", which
are hereby detined as being special revenue obligations of the City which are not bonds but
which are payable from and secured by other liens on and pledges of any revenues, sources or
payments, not pledged to the payment of the bonds including, but not limited to, special contract
revenues or payments received from any other legal entity in connection with such facilities.
SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide
a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and
is hereby created a special account or fund on the books and records of the City known as the
"SPECIAL SF.RIES 2008 TAX AND REVENUE CERTIFICATE OF OBLIGATION FLTND",
and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a
special banking account at the City's depository bank. The Mayor, Mayor Pro Tem, City
Manager, Finance Director, and City Secretary of the City, individually or collectively, are
80Z3>6A7.�/1080�713 j$
Ordinance No. 2008-35
Issuance of?008 Combination Tax
And Revenue Certificates of
Obligation
� hereby authorized and directed to make withdrawals from said Fund sufficient to pay the
principal of and interest on the Certificates as the same become due and payable, and, shall cause
to be transferred to the Paying AgenURegistrar from moneys on deposit in the Certificate Fund
an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates,
such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause
immediately available funds to be deposited with the Paying Agent/Registrar on or before the
last business day next preceding each interest and principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate
Fund may, at the option of the City, be invested in obligations identified in, and in accordance
with the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter
2256) relating to the investment of"bond proceeds''; provided that all such investments shall be
made in such a manner that the money required to be expended from said Fund will be available
at the proper time or times. All interest and income derived from deposits and investments in
said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund.
All such investments shall be sold promptly when necessary to prevent any default in connection
with the Certificates.
SECTION 12: Tax Levv. To provide for the payment of the "Debt Service
Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking
fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the
,��� greater), there shall be and there is hereby levied, for the current year and each succeeding year
thereafter while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax
on each one hundred dollars' valuation of taxable property in said City, within the limitations
prescribed by law, adequate to pay such Debt Service Requirements, full allowance being made
for delinquencies and costs of collection; said tax shall be assessed and collected each year and
applied to the payment of the Debt Service Requirements, and the same shall not be diverted to
any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The
City Council hereby declares its purpose and intent to provide and levy a tax legally and fully
sufficient to pay the said Debt Service Requirements, it having been determined that the existing
and available taxing authority of the City for such purpose is adequate to permit a legally
sufficient tax in consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and
interest on the Certificates shall be determined and accomplished in the following manner:
(a) Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
(1) The amount on deposit in the Certificate Fund after (a) deducting
therefrom the total amount of Debt Service Requirements to become due on
Certificates prior to the Collection Date for the ad valorem taxes to be levied and
soz3��xz�iioso��i� 19
Ordinance No. ?008-35
issuance of 2008 Combination Tax
And Revenue Certificates of
Obligation
(b) adding thereto the amount of the Net Revenues of the System appropriated
and allocated to pay such Debt Service Requirements prior to the Collection Date
for the ad valorem taxes to be levied.
(2} The amount of Net Revenues of the System, and any other lawfully
available revenues which are appropriated and to be set aside for the payment of
the Debt Service Requirements on the Certificates between the Collection Date
for the taxes then to be ievied and the Collection Date for the ta�ces to be levied
during the next succeeding calendar year.
(3) The amount of Debt Service Requirements to become due and
payable on the Certificates between the Collection Date for the taxes then to be
levied and the Collection Date for the taxes to be levied during the next
succeeding calendar year.
(b) The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (3} above less the
sum total of the amounts established in paragraphs (1) and (2), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 13: Limited Pled�e of Net Revenues. The City hereby covenants and agrees
that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment ..�.0
and security of Prior Lien Obligations, the Net Revenues of the System in an aggregate amount
not to exceed $I,000 are hereby irrevocably pledged to the payment of the principal of and
interest on the Certificates, and the limited pledge of$1,000 of the Net Revenues of the System
herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the
System in accordance with the terms and provisions hereof and shall be on an parity in all
respects with the lien on the Net Revenues securing the payment of the Previously Issued
Certificates until such time as the City shall pay all of such $1,000 after which time the pledge
shall cease hereof. Furthermore, such lien on and pledge of the Net Revenues securing the
payment of the Certificates shall be valid and binding and fully perfected from and after the date
of adoption of this Ordinance without physical delivery or transfer or transfer of control of the
Net Revenues, the tlling of this Ordinance or any other act; all as provided in Chapter 1208 of
the Texas Government Code.
Section 1208, Texas Government Code, applies to the issuance of the Certificates and the
pledge of the Net Revenues of the System granted by the City under this Section 13, and such
pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the
Certificates are Outstanding such that the pledge of the Net Revenues of the System granted by
the City under this Section 13 is to be subject to the filing requirements of Chapter 9, Business &
Commerce Code, then in order to preserve to the registered owners of the Certificates the
perfection of the security interest in said pledge, the City agrees to take such measures as it
8023�687.-1/1(18057 I 3 ��
Ordinance No. 2008-35 �
Issuance of?008 Combination Tax
And Revenue Certificates of
Obligation
"'�°" determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a tiling to perfect the security
interest in said pledge to occur.
SECTION 14: System Fund. The City hereby covenants arid agrees that all Gross
Revenues (excluding earnings from the investment of money held in any special funds or
accounts created for the payment and security of Prior Lien Obligations) shall be deposited as
collected into a fund maintained at an official depository of the City and known on the books of
the City as the "Water and Sewer System Fund" (hereinafter called the °System Fund"). All
moneys deposited to the credit of the System Fund shall be allocated, appropriated and budgeted
to the extent required for the following purposes and in the order of priority shown, to wit: �J
FIRST: To the payment of all necessary and reasonable Maintenance and
Operating Expenses as defined herein or required by statute to be a first charge on
and claim against the Gross Revenues thereof.
SECOND: To the payment of all amounts required to be deposited in the special
Funds created and established for the payment, security and benefit of Prior Lien
Obligations in accordance with the terms and provisions of the ordinances
authorizing the issuance of Prior Lien Obligations.
THIRD: Equally and ratably, to the payment of the limited amounts pledged to
`°�°` the payment of the Previously Issued Certificates and the Certificates.
Any Net Revenues remaining in the System Fund after satisfying the foregoing
payments, or making adequate and sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent required by the laws of Texas for the
security of public funds, and moneys on deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
SECTION 16: Special Covenants. The City hereby further covenants as follows:
(a) It has the lawful power to pledge the Net Revenues of the System to the payment
of the Certificates in the manner herein contemplated and has lawfully exercised such power
under the Constitution and laws of the State of Texas, including said power existing under
V.T.C.A. Government Code, Sections 1502.56 and 1502.58 and V.T.C.A., Local Government
Code, Secti�ns 271.041, et seq.
Rl)235687.-LIl0A0�713 ?j
Ordinance No. ?008-35
Issuance of 2008 Combination T'ax
And Revenue CeRificates of
Obl igation
(b) Other than for the payment of the outstanding Prior Lien Obligations, the
Previously Issued Certiticates and the Certiticates, the Net Revenues of the System have not in
any manner been pledged to the payment of any debt or obligation of the City or of the System.
SECTION 17: Issuance of Prior Lien Obli�ations and Additional Parity Obligations. The
City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without
limitation as to principal amount but suhject to any terms, conditions or restrictions applicable
thereto under law or otherwise, and such Prior Lien Obligations hereafter issued may be payable,
in whole or in part, from the Net Revenues (without impairment of the obligation of contract
with the Holders of the Certificates) upon such terms and secured in such manner as the City
Council may determine. Additionally, the City reserves the right without any limitations or
restrictions to issue additional obligations payable (in whole or in part) from and secured by lien
on and pledge of the Net Revenues of the System of equal rank and dignity with the lien on and
pledge of such Net Revenues securing the payment of the Previously Issued Certificates and the
Certificates.
SECTION I S: Application of Prior Lien Obli�ations Covenants and Agreements. It is
the intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System, and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements
and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, --�
and to the extent of any irreconcilable conflict between the provisions contained herein and in
the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements
and covenants contained therein shall prevail to the extent of such conflict and be applicable to
this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred
thereby to the holders of the Prior Lien Obligations. Notwithstanding the above, any change or
modification affecting the application of revenues derived from the operation of the System shall
not impair the obligation of contract with respect to the p(edge of revenues herein made for the
payment and security of the Certificates.
SECTION 19: Mutilated - Destroved - Lost and Stolen Certificates. In case any
Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may
execute and deliver a replacement Certificate of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed,
lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder
thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of
the destruction, loss or theft of such Certificate, 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
xoz3��x7.��i ox�1�7�� ��
Ordinance No. ?008-35
Issuance of?008 Combination Tax
And Revenue Certiticates of
Obiigation
'�"` with such indemnity and with the preparation, execution and delivery of a replacement
Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Certificates.
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 Certificates.
SECZ'ION 20: Satisfaction of Obligation of Ci�. 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 Certiticates, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied under this Ordinance and the Net Revenues of the System (to the extent
such pledge of Net Revenues shall not have been discharged or terminated by prior payment of
principal of or interest on the Certificates) and all covenants, agreements, and other obligations
of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when (i) money sufficient to pay
�""" in full such Certificates or the principal amount(s) thereof at maturity or 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 tirm 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 Certificates, 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 AgenVRegistrar 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 Certificates 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
Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such
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Ordinance No. 2008-35 �
Issuance of?008 Combination Tax
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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 Certificates and remaining unclaimed for a period of three (3) years after the
Stated Maturity, or applicable redemption date, of the Certificates 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 AgenVRegistrar to the City shall be subject to any applicable unclaimed property laws
of the State of Texas.
SECTION 21: Ordinance a Contract -Amendments. This Ordinance shall constitute a
contract with the Holders from time to time, be binding on the City, and shall not be amended or
repealed by the City while any Certificates remain Outstanding except as permitted in this
Section and in Section 36 hereof. The City may, without the consent of or notice to any Holders,
from time to time and at any time, amend this Ordinance in any manner not detrimental to the
interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the consent of Holders holding a majority in
aggregate principal amount of the Certificates then Outstanding, amend, add to, or rescind any of
the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding
Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of
payment of the principal ot; premium, if any, and interest on the Certificates, 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, premium, if any, or interest on the Certificates, (2) give �
any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal
amount of Certificates required to be held by Holders for consent to any such amendment,
addition, or rescission.
SECTION 22: 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 Certificates 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 Certificates.
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�� "Investment" has the meaning set forth in Section 1.148-](b) of the Regulations.
"Nonpurpose Investment'' means any investment property, as defined in section l48(b) of
the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to
carry out the governmental purposes of the Certificates.
"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 Certificates. 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 Certiticates has the meaning set forth in Section 1.148-4 of the
Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
� Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
� � Certificate 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 Certificate, 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 sha11 at atl times prior to the last
Stated Maturity of Certificates:
(1) exclusively own, operate and possess all property the acquisition.
construction or improvement of which is to be financed or refinanced directly or
indirectly with Uross Proceeds of the Certifcates, and not use or permit the use of
such Gross Proceeds (including all contraetual anangements with terms different
than those applicable to the general public) or any property acquired, eonstructed
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 instrumeniality
thereo� other than a state or local government, unless such use is solely as a
member of the general public; and
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(2) not directly or indirectly impose or accept any charge or other `�"
payment by any person or entity who is treated as using Gross Proceeds of the
Certificates or any property the acquisition, construction or improvement of
which is to be financed or refinanced directly or indirectly with such Gross
Proceeds, other than ta�ces of general application within the City or interest earned
on investments acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates
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 Hi�her 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 Certificates 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, e�cceeds the Yield of
the Certificates.
(� 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 Certificates 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 Arbitra�e Profits. Except to the extent otherwise provided in
Section 148(� of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof� on its books of account separately
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�� and apart from all other funds (and receipts, expenditures and investments
thereofl and shall retain all records of accounting for at least six years after the
day on which the last Outstanding Certificate is discharged. However, to the
extent permitted by law, the City may commingle Gross Proceeds of the
Certificates with other money of the City, provided that the City separately
accounts for each receipt and expenditure of Gross Proceeds and the obligations
acquired therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in Section 148(fl
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 Certificates until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Certificates by
the Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the City shall pay to the United States from the construction fund,
other appropriate fund, or if permitted by applicable Texas statute, regulation or
opinion of the Attorney General of the State of Texas, the Certificate Fund, the
r� amount that when added to the future value of previous rebate payments made for
the Certificates 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(� 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(fl of
the Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
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earlier of the Stated Maturity or final payment of the Certificates, 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 protit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Certificates not been
relevant to either party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem,
City Manager, Assistant City Manager, Finance Director and City Secretary, individually or
jointly, to make elections permitted or required pursuant to the provisions of the Code or the
Regulations, as they deem necessary or appropriate in connection with the Certificates, in the
Certificate as to Tax Exemption or similar ar other appropriate certificate, form or document.
SECTION 23: Sale of Certificates—Official Statement.
(a) Pursuant to a public sale for the Certificates, the bid submitted by
(herein referred to as the "Purchasers") is declared to be the best bid
received producing the lowest true interest cost rate to the City, and the sale of the Certificates to
said Purchasers at a price equal to the principal amount of the Certificates, plus a premium of
$ and plus accrued interest to the date of delivery is hereby approved and
confirmed. Delivery of the Certificates to the Purchasers shall occur upon payment being made
therefor in accordance with the terms of sale.
(b) The use of the Preliminary Official Statement in the offering and sale of the °`""
Certificates is hereby ratified, confirmed and approved in all respects, and the City Council
hereby finds that the information and data contained in said Preliminary Official Statement
pertaining to the City and its financial affairs is true and correct in all material respects and no
material facts have been omitted therefrom which are necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. The tinal Official
Statement, which reflects the terms of sale (together with such changes approved by the Mayor,
Mayor Pro Tem, City Manager, Assistant City Manager, Finance Director, or City Secretary,
individually or collectively), shall be and is hereby in all respects approved and the Purchasers
are hereby authorized to use and distribute said final Official Statement, dated July 22, 2008, in
the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary
are further authorized and directed to manually execute and deliver for and on behalf of the City
copies of said Official Statement in tinal form as may be required by the Purchasers, and such
final Official Statement in the form and content manually executed by said officials shall be
deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Purchasers.
SECTION 24: Proceeds of�Sale. The proceeds of sale of the Certit3cates, excluding the
accrued interest and premium, if any, received from the Purchasers, and the amount, if any, to be
used to pay the costs of issuing the Certificates, shall be deposited in a fund maintained at a
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Ordinance No. 2008-35
Issuance of?008 Combination Tax
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�µ�` depository bank of the City. Pending expenditure for authorized projects and purposes, such
proceeds of sale may be invested in any authorized investments in accordance with the
provisions of V.T.C.A., Government Code, Chapter 2256, as amended, including guaranteed
investment contracts permitted by V.T.C.A., Section 2256.015 et seq., and the City's investment
policies and guidelines, and any investment earnings realized may be expended for such
authorized projects and purposes or deposited in the Certificate Fund as shall be determined by
the City Council. Accrued interest received from the Purchasers as well as any investment
earnings remaining after completion of all authorized projects or purposes shall be deposited to
the credit of the Certificate Fund. Any premium received from the Purchasers shall be deposited
and applied in accordance with the applicable provisions of V.T.C.A., Government Code,
Chapter 1201, as amended. Any surplus proceeds of sale may be deposited to the Certificate
Fund.
SECTION 25: Control and Custody of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending the sale of
the Certificates, the investigation by the Attorney General of the State of Texas, including the
printing and supply of definitive Certificates, and shall take and have charge and control of the
Initial Certificate(s) pending the approval thereof by the Attorney General, the registration
thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City Manager, Assistant City
�_ Manager, or Finance Director, individually or collectively, are hereby authorized and directed to
furnish and execute such documents and certifications relating to the City and the issuance of the
Certiticates, including a certification as to facts, estimates, circumstances and reasonable
expectations pertaining to the use and expenditure and investment of the proceeds of the
Certificates as may be necessary for the approval of the Attorney General and their registration
by the Cornptroller of Public Accounts. In addition, such officials, together with the City's
financial advisor, bond counsel and the Paying Agent/Registrar, are authorized and directed to
make the necessary arrangements for the delivery of the Initial Certificate(s) to the Purchasers
and the initial exchange thereof for definitive Certificates.
SECTION 26: Notices to Holders-Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Certiticates. Where this Ordinance provides
for notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
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Issuance of?008 Combination Tar
And Revenue Certificates of
Obligation
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with �
the Paying Agent/Registrar, but such tiling shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 27: Cancellation. All Certificates surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Paying AgenURegistrar, shall be
promptly cancelled by it and, if sunendered to the City, shall be delivered to the Paying
AgentlRegistrar 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 Certificates previously certified or registered and delivered which the City may
have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly
cancelled by the Paying AgenURegistrar. All cancelled Certiticates held by the Paying
Agent/Registrar shall be returned to the City.
SECTION 28: Bond Counsel's Oginion. The Purchasers' obligation to accept delivery of
the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P.,
Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and
delivered as of the date of delivery and payment for the Certificates. An executed counterpart of
said opinion shall accompany the global certificates deposited with The Depository Trust
Company or a reproduction thereof shall be printed on the definitive Certificates in the event the
book entry only system shall be discontinued.
SECTION 29: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Certificates. It is expressly provided. however, that the presence or absence of CUSIP
numbers on the definitive Certificates shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving the Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 30: Benefits of Ordinance. Nothing in this Ordinance. expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is
intended to be and shall be for the sole and exclusive benetit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 31: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 32: Governin� Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
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Issuance of?008 Combination Tax
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�rv SECTION 33: Effect of Headin�s. T'he Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 34: 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 shail be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 35: Severabilitv. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 36: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
�"`�"' from time to time.
``Rule'" means SEC Rule 1 Sc2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule trom time to tirne.
(b) Annual ReQorts. The City shall provide annually to each NRMSIR and any SID,
within six months after the end of each fiscal year (beginning with the fiscal year ending
September 30, 2008) tinancial information and operating data with respect to the City of the
general type included in the final Official Statement approved by Section 23 of this Ordinance
being the information described in Exhibit B hereto. Financial statements to be provided shall be
(1) prepared in accordance with the accounting principles described in Exhibit B hereto and
(2) 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 at the time the tinancial information and operating data must be provided, then the City
shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and
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Issuance of?008 Combination Tax
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any SID with the financial information and operating data and will file the annual audit report, �
when and if the same becomes available.
If the City changes its fiscal y�ear, it will notify each NRMSIR and any SID 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 (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID and either each NRMSIR
or the MSRB, in a timely manner, of any of the following events with respect to the Certificates,
if such event is material within the meaning of the federal securities laws:
l. Principal and interest payment delinquencies;
2. Non-payment related defaults.
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 or events affecting the tax-exempt status of the Certificates; ,�,
7. Modifications to rights of holders af the Certificates;
8. Certificate calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Certificates;
and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or 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} Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains an `'obligated person" with respect to the Certificates within the meaning of the Rule,
except that the City in any event will give the notice required by subsection (c) hereof of any
Certificate 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 beneticial
owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable right, remedy, or claim hereunder to any other person. T'he City
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Issuance of 2008 Combination Tax
And Revenue Certificates of
Obligation
��� undertakes to provide only the tinancial 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 Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE 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
A� duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances resulting from a
change in legal requirements, a change in law, or a change in the identity, nature, status, or type
of operations of the City, but only if (1) the provisions of this Section, as so amended, would
have permitted underwriters to purchase or sell Certificates in the primary offering of the
Certificates in compliance with the Rule, taking into account any amendments or interpretations
of the Rule 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
Certificates 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 Certificates. 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 tinal jurisdiction determines that such
provisions are invalid, but only if and to the extent that reservation of the City's right to do so
would not prevent underwriters of the initial public offering of the Certificates from lawfully
purchasing or selling Certificates 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
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in accordance with subsection (b) 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 37: Public MeetinQ. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 38: Effective Date. This Ordinance shall take effect and be in full force from
and after its adoption on the date shown below in accordance with V.T.C.A., Government Code,
Section 1201.028.
�remuinc�er of page left hlank intentionallyJ
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Ordinance No. 2008-35
Issuance of?008 Combination Tax
And Revenue Certificates of
Obligation
PASSED AND ADOPTED, this July 22, 2008.
CITY OF WYLIE, TEXAS
Mayor
AT'I'EST:
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City Secretary
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���' EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
8023�687.4�10805713 A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of July 22. 2008 (this "Agreement''), by and
between the City of Wylie, Texas (the '`[ssuer"), and The Bank of New York Mellon Trust
Company, N.A., Dallas, Texas, a national association duly organized and existing under the laws
of the United States of America, (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its '`City of
Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2008" (the
'`Securities"), dated July I5, 2008, which Securities are scheduled to be delivered to the initial
purchasers on or about August 26, 2008; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
lssuer and has full power and authority to perform and serve as Paying AgenURegistrar for the
Securities;
� NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The lssuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Bond Resolution" (hereinafter defined). The Issuer
hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the [ssuer books and records as
to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the"Bond Resolution".
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02. Compensation. As compensation for the Bank's services as Paying
AgenURegistrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
AnneY A attached.
m.g� In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
80235686 I/IU805713
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEF(NITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise
expressty provided or un(ess the context otherwise requires:
"Acceleration Date" on any Security means the date on and after which the
principal or any or all installments of interest, or both, are due and payable on any
Security which has become accelerated pursuant to the terms of the Security.
"Bank Office" means the offices of the Bank located in Dallas, Texas at the
address appearing in Section 3AI hereof. The Bank will notify the Issuer in writing of
any change in location of the Bank Office.
"Bond Resolution" means the resolution, order, or ordinance of the governing
body of the Issuer pursuant to which the Securities are issued, certified by the Secretary
or any other officer of the (ssuer and delivered to the Bank.
'`Fiscal Year" means the fiscal year of the [ssuer, ending September 30`h.
"Holder" and "Security Holder" each means the Person in whose name a Security
is registered in the Security Register.
"lssuer Request'" and "Issuer Order" means a written request or order signed in
the name of the issuer by the Mayor, Mayor Pro Tem, City Manager, Finance Director, or
City Secretary, any one or more of said officials, and delivered to the Bank.
'`Legal Holiday" means a day on which the Bank is required or authorized to be
c losed.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or government or
any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous Security
evidencing all or a portion of the same obligation as that evidenced by such particular
Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen
Security for which a replacement Security has been registered and delivered in lieu
thereof pursuant to Section 4.06 hereof and the Resolution).
"Record Date" means the {ast business day of the month next preceding each
interest payment date.
"Redemption Date" when used with respect to any Security to be redeemed means ���
the date tixed for such redemption pursuant to the terms of the Bond Resolution.
80235686.1/10805713 2
"Responsible Officer" when used with respect to the Bank means the Chairman or
Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the
Executive Committee of the Board of Directors, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier,
any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of
the Bank customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.
'`Securities" means the securities defined in the recital paragraphs herein.
"Security Register" means a register maintained by the Bank on behalf of the
Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Bond Resolution the principal
of a Security is scheduled to be due and payable.
Section 2.02. Other Definitions. The ter►ns "Bank," '`Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
�,.�.a and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying A e�nt. As Paying Agent, the Bank shall, provided '
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address: P. O. Box 2320, Dallas, Texas 75221-2320 or 2001 Bryan Street, 9th Floor,
Dallas, Texas 75201, Attention: Operations.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Resolution). All payments of principal and/or interest on the Securities to
the registered owners shall be accomplished (I) by the issuance of checks, payable to the
registered owners, drawn on the fiduciary account provided in Section 5.05 hereof, sent by
United States mail, tirst class, postage prepaid, to the address appearing on the Security Register
or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the
Holder's risk and expense.
��, Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities at the dates specitied in the Bond Resolution.
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ARTICLE FOUR
REGISTRAR
Section 4.01. Security Re�ister-Transfers and Exchan�es. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Ho{ders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other ir►formation as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and Bank may prescribe. Afl transfers, exchanges and replacement of
Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an ot�icer of a federal or state bank or a member of the National Association of Securities
Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly
authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof "�""
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelied in an
exchange or transfer and the written instrument of transfer or request for exchange duiy executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to tt�e Paying
AgenURegistrar.
Section 4.02. Certificates. The (ssuer shall provide an adequate inventory of printed
Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of
printed Securities will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for
which it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Securit�,Re i�. The Bank, as Registrar, wiil maintain the
Security Reg'sster relating to the registration, payment, transfer and exchange of the 5ecurities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04. List of Security Holders. The Bank will provide the lssuer at any time ' "`
requested by the lssuer, upon payment of the required fee, a copy of the information contained in
the Security Register. The Issuer may also inspect the information contained in the Security
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Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable
intervals as it determines, cancel and destroy, pursuant to the Securities and Exchange Act of
1934, a!1 Securities in lieu of which or in exchange for which other Securities have been issued,
or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Bond Resolution, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, iost, or stolen Securities as long as
the same does not result in an overissuance.
[n case any Security shail be mutilated, or destroyed, lost or stolen, the Bank may execute
and de(iver a replacement Security of like form and tenor, and in the same denomination and
°�°� bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution far such destroyed lost or stolen Security,
only upon the approval of the ]ssuer and after (i) the filing by the Holder thereof with the Bank
of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the
authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an
amount satisfactory to •hold th'e Issuer and the Bank harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a
replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, lost or
stolen.
Section 4.07. Transaction Information to [ssuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may conc(usiveiy rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certiticates or opinions furnished to the Bank.
8023�686J/1080�713 5
(b) The Bank shalf not be liabie for any error of judgment made in good faith by a
Responsib{e Officer, untess it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No prov+sions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may re(y and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, reyuest, direction, consent,
order, bond, note, security, or other paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any �
action taken, suffered,or omitted by it hereunder in good faith and in reliance thereon.
(t) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The BanSc shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar,or any other agent.
Section 5.05. Mone_ys Held bv Bank - Fiduciary Account/Collateralization. A fiduciary
account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and
disbursement of moneys received from the Issuer hereunder for the payment of the Securities,
and money deposited to the credit of such account until paid to the Holders of the Securities shall
be continuously collateralized by securities or obligations which qualify and are eligible under
both the laws of the State of Texas and the laws of the United States of America to secure and be
pledged as collateral for tiduciary accounts to the extent such money is not insured by the ---�-
Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be
made by check drawn on such fiduciary account unless the owner of such Securities shall, at its
own expense and risk, request such other medium of payment.
8023�686 1l10805713 6
The Bank shall be under no liability for interest on any money received by it hereunder.
Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be paid by the Bank to the (ssuer, and the Holder of such Security shall
thereafter look only to the Issuer for payment thereof, and aii liability of the Bank with respect to
such moneys shall thereupon cease.
Section 5.06. indemnitication. To the extent permitted by law, the [ssuer agrees to
indemnify the Bank its directors, officers and employees, and hold it harmless against, any loss,
liability, or expense incurred without negligence or bad faith on its part, arising out of or in
connection with its acceptance or administration of its duties hereunder, including the cost and
expense against any claim or liability in connection with the exercise or performance of any of
its powers or duties under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the State and County where the
administrative offices of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
�""` Bank has the right to file a Bill ofi Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
Section 5.08. DTC Services. It is hereby represented and warranted that, in ihe event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements", which
establishes requirements for securities to be eligible for such type depository trust services,
including, but not limited to, requirements for the timeliness of payments and funds availability,
transfer turnaround time, and notitication of redemptions and calls.
ART(CLE S(X
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended only 6y an agreement in
writing signed by both of the parties hereto.
Section 6.02. Assi nment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6_03. Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
°��� shown on page 9.
Section 6.04. Effect of Headin�s. The Article and Section headings herein are for
convenience only and shall not attect the construction hereof:
8023�686 IilO80j713 �]
Section 6.05. Successors and Assi�. All covenants and agreements herein by the �F
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06. Severabilitv. !n case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07. Benefits of A�reement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.08. Entire Agreement. This Agreement and the Bond Resolution constitute
the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the
Bond Resolution shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and ali of which shall constitute one and
the same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty {60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor �
Paying Agent/Registrar has been appointed by the [ssuer and such appointment accepted and (b)
notice given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an
early termination of this Agreement shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the Securities.
"('he resigning Paying Agent/Registrar may petition any court of competent jurisdiction
for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a
successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar
within sixty (60)days after the giving of such notice of resignation.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereot), together with other pertinent books and records
relating to the Securities, to the successor Paying AgenURegistrar designated and appointed by
the Issuer.
'i'he provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.1 l. GoverningLaw. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
8023�686 I/108057 Li $
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year tirst above written.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas
BY
Title:
Address: 2001 Bryan Street, 8`h Floor
Attest: Dallas, Texas 75201
Title:
CITY OF WYLIE, TEXAS
BY
Mayor
Attest:
Address: 2000 Highway 78 North
Wylie, Texas 75098
City Secretary
8023�686 Il1080i7I3 S-�
��"�" EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION AND OPERATING DATA
The following information is referred to in Section 36 of this Ordinance.
Annual Financial Statements and Operatin�
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
1. The financial statements of the City appended to the Official Statement as
Appendix B for the most recently concluded fiscal year.
2. The information in the Official Statement contained in Tables 1 through 6 and 8
through 15.
Accountin Pg___rinciples
`��`" The accounting principles refened to in such Section are the accounting principles
described in the notes to the financial statements refened to in paragraph 1 above.
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STATE OF TEXAS
COUNTY OF COLLIN
Before me, the undersigned authority, on this day personally appeared Chad Engbrock,
publisher of The Wylie News, a newspaper regularly published in Collin County, Texas and
having general circulation in Collin County, Texas, who being by me duly sworn, deposed and
says that the foregoing attached
City of Wylie -Ordinance Numbers 2008-33, 2008-35, 2008-36
was published in said newspaper on the following dates, to-wit:
July 30, 2008.
Chad Engbrock, Publisher
,� ,�, - —" i.
Subscribed and sworn before me on this, the ._..� � day of i � ��.� , 2008
to certify which witness my hand and seal of office.
, � . 1
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`��'RYP„B�`;' MARY SWANK
; :� _ Notary Public,S?ate of Texas N tary Pu ic in and for
*'' My Commiss�on Expires The State of Texas
',,;;r....�.,.� Se tember 22,2010
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Murphy/Sachse/Wylie Office• I 10 N.Ballard•P.O.Box 369•Wylie,TX 75098•972-442-5515•fax 972-442-4318
Farmersville/Princeton Office• 10l S.Main•P.O.Box 512•Farmersville,T?{75142•972-784-6397•fax 972-782-7023
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