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Ordinance 1995-15ORDINANCE NO. 7 cr / c;k AN ORDINANCE approving and authorizing the execution and delivery of "CITY OF WYLIE, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1995 "; specifying the terms of such contracts; making provisions for the payment thereof; and resolving other matters incident and related to the execution, performance and payment of such contracts, including the approval and execution of a Paying Agent /Registrar Agreement and the approval of an Official Statement; and providing an effective date. WHEREAS, pursuant to V.T.C.A., Local Government Code, Subchapter A of Chapter 271 (the Public Property Finance Act), the City Council is authorized and empowered to execute, perform and make payments under contracts with any person for the use, acquisition or purchase of personal property; and WHEREAS, in accordance with the provisions of the Public Property Finance Act, the City Council hereby finds and determines that the acquisition, use or purchase of certain items of personal property identified in Exhibit A attached hereto, or such other personal property, appliances, equipment, furnishings, or interests therein, considered by the City Council to be necessary, useful and /or appropriate for purposes of the City, should be financed under and pursuant to one or more contractual obligations to be executed and delivered on the terms and in the form hereinafter prescribed; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: Contract Authorization - Contract Amount - Property Identification. Contracts, aggregating in amount $310,000 (the "Aggregate Contract Amount ") and entitled "City of Wylie, Texas, Public Property Finance Contractual Obligations, Series 1995" (the "Contractual Obligations" or the "Contracts ") shall be and are hereby authorized to be executed and delivered with the Initial Contracting Party (hereinafter identified in Section 15 hereof), and the assigns thereof, to finance the use or the purchase or other acquisition of personal property identified in Exhibit A attached hereto and incorporated herein by reference as a part of this Ordinance for all purposes, or such other personal property, appliances, equipment, furnishings, or interests therein, considered by the City Council to be necessary, useful and /or appropriate for purposes of the City (the "Property "); all in accordance with and pursuant to authority conferred by the laws of the State of Texas, particularly the Public Property Finance Act. 0253445 SECTION 2: Fully Registered Form - Contract Date - Authorized Amounts- Installment Payments- Interest Rates. The Contracts shall be made, executed and delivered in fully registered form, bear a date of June 1, 1995 (the "Contract Date ") , and, except for the Initial Contract authorized in Section 8 hereof, shall be in authorized amounts of $5,000 or any integral multiple thereof (not to exceed an Installment Amount) , and the Aggregate Contract Amount shall be payable in annual installments (the "Installment Amounts ") on February 15 in the amounts and interest shall accrue on such Installment Amounts at per annum rate(s) as follows: Interest Payment Date Installment Amount Rate(s) 1996 $ 20,000 % 1997 25,000 % 1998 25,000 % 1999 30,000 % 2000 30,000 % 2001 30,000 % 2002 35,000 2003 35,000 % 2004 40,000 % 2005 40,000 % Interest on the unpaid Installment Amounts shall accrue from the Contract Date (calculated on the basis of a 360 -day year of twelve 30 -day months) and such interest shall be payable on February 15 and August 15 in each year, commencing February 15, 1996. SECTION 3: Terms of Payment- Paying Agent /Registrar. The Installment Amounts on each Contract and the interest thereon shall be payable only to the registered contracting party or person (hereinafter called the "Contracting Party ") appearing on the registration and transfer books maintained by the Paying Agent /Registrar and such Installment Amounts and the interest payable thereon shall be payable in coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and without exchange or collection charges to the Contracting Party. The selection and appointment of Texas Commerce Bank National Association to serve as Paying Agent /Registrar for the Contracts is hereby approved and confirmed. Books and records relating to the registration, payment, exchange and transfer of the Contracts (the "Contract Register ") shall at all times be kept and maintained on behalf of the City by the Paying Agent /Registrar, all as provided herein, in accordance with the terms and provisions of a "Paying 0253445 -2- Agent /Registrar Agreement ", substantially in the form attached hereto as Exhibit B, and such reasonable rules and regulations as the Paying Agent /Registrar and the City may prescribe. The Mayor and City Secretary are hereby authorized to execute and deliver such Agreement in connection with the delivery of the Contracts. The City covenants to maintain and provide a Paying Agent /Registrar at all times until the Contracts are paid and discharged, and any successor Paying Agent /Registrar shall be a bank, trust company, financial institution or other entity qualified to perform the duties and services of Paying Agent/ Registrar. Upon any change in the Paying Agent /Registrar for the Contracts, the City agrees to promptly cause a written notice thereof to be sent to each Contracting Party by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent /Registrar. The Installment Amounts shall be payable when due only upon the presentation and surrender of the Contracts to the Paying Agent /Registrar at its designated offices in Dallas, Texas (the "Designated Payment /Transfer Office ") . Interest on the Installment Amounts shall be paid to the Contracting Parties which appear in the Contract Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent /Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Contracting Party recorded in the Contract Register or (ii) by such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and expense of, the Contracting Party. If the date for the payment of an Installment Amount or interest thereon shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the office of the Paying Agent /Registrar designated for the payment and assignment of the Contracts is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Contracting Party appearing on the Contract 0253,4, -J- Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Non - Optional. The Contracts shall not be subject to prepayment prior to their Payment Dates at the option of the City. SECTION 5: Assignment - Registration- Transfer - Exchange of Contracts. The Paying Agent /Registrar shall obtain, record, and maintain in the Contract Register the name and address of each and every Contracting Party to a Contract executed and delivered under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Contract may be assigned, transferred or exchanged for Contracts of other authorized amounts by the Contracting Party, in person or by his duly authorized agent, upon surrender of such Contract to the Paying Agent /Registrar for cancellation, accompanied by a written instrument of assignment and transfer or request for exchange duly executed by the Contracting Party or by his duly authorized agent, in form satisfactory to the Paying Agent /Registrar. Any Contract to be assigned and transferred shall be surrendered to the Paying Agent /Registrar and, upon its receipt and cancellation, the Paying Agent /Registrar shall register and deliver, in the name of the designated assignee or transferee, one or more new Contracts of authorized amounts and, except for the assignment and transfer of the Initial Contract by the Initial Contracting Party, having the same Payment Date and of a like Installment Amount as the Contract or Contracts surrendered for assignment and transfer. Contracts may be exchanged for Contracts of other authorized amounts and having the same Payment Date, bearing the same rate of interest and of like aggregate Installment Amount as the Contracts surrendered for exchange, upon surrender of the Contracts to be exchanged to the Paying Agent /Registrar. Whenever any Contracts are surrendered for exchange, the Paying Agent /Registrar shall register and deliver new Contracts to the Contracting Party requesting the exchange. When a Contract has been duly assigned and transferred or exchanged, the new Contract or Contracts registered in such assignment and transfer or exchange shall be delivered to the Contracting Party at the Designated Payment/ Transfer Office of the Paying Agent /Registrar or sent by United States Mail, first class, postage prepaid to the Contracting Party, and, upon the registration and delivery thereof, such Contracts shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Contracts surrendered in such assignment and transfer or exchange. 0253445 -4- All transfers or exchanges of Contracts pursuant to this Section shall be made without expense or service charge to the Contracting Party, except as otherwise herein provided, and except that the Paying Agent /Registrar shall require payment by the Contracting Party requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Contracts cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Contracts," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Contract or Contracts registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Contracts" shall include any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract has been registered and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Contract shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Contract. SECTION 6: Book -Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3 and 5 hereof relating to the payment, and transfer /exchange of the Contracts, the City hereby approves and authorizes the use of "Book -Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC) , a limited purpose trust company organized under the laws of the State of New York, in accordance with the requirements and procedures identified in the Letter of Representation, by and between the City, the Paying Agent /Registrar and DTC (the "Depository Agreement ") relating to the Contracts. Pursuant to the Depository Agreement and the rules of DTC, the Contracts shall be deposited with DTC who shall hold said Contracts for its participants (the "DTC Participants ") . While the Contracts are held by DTC under the Depository Agreement, the Holder of the Contracts on the Contract Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Contract (the "Beneficial Owners ") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Contracts or otherwise ceases to provide book -entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Contracts, the City covenants and agrees with the Holders of the Contracts to cause Contracts to be printed in definitive form and provide for the Contract certificates to be 0=445 -5- issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Contracts in definitive form shall be assigned, transferred and exchanged on the Contract Register maintained by the Paying Agent /Registrar and payment of such Contracts shall be made in accordance with the provisions of Sections 3 and 5 hereof. SECTION 7: Execution - Registration. The Contracts shall be executed on behalf of the City by the Mayor, with the seal of the City reproduced or impressed thereon and countersigned by the City Secretary. The signature of such officers on the Contracts may be manual or facsimile. Contracts bearing the manual or facsimile signatures of the persons holding such offices on the Contract Date shall be deemed to be duly executed on behalf of the City, notwithstanding a change in persons holding such offices at the time of delivery of the Contracts to the Initial Contracting Party and with respect to Contracts delivered in subsequent assignments and transfers or exchanges. No Contract shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless the registration certificate appearing on the Contracts to be signed by the Comptroller of Public Accounts of the State of Texas (substantially in the form provided in Section 9C) and /or the Paying Agent /Registrar (substantially in the form provided in Section 9D), either or both such certificates, as the case may be, are manually executed by an authorized officer, employee or representative of the Comptroller of Public Accounts and /or the Paying Agent /Registrar, and such registration certificate, either or both, upon any Contract when duly executed by the Comptroller of Public Accounts and /or the Paying Agent /Registrar, as the case may be, shall be conclusive evidence, and the only evidence, that such Contract has been duly certified, registered and delivered. SECTION 8: Initial Contract. The Contracts herein authorized may be initially executed and delivered as a single fully registered Contract in the Aggregate Contract Amount with Installment Amounts to become due and payable as provided in Section 2 hereof and numbered T -1 and registered in the name of the Initial Contracting Party or the designee thereof. Such single fully registered Contract shall be submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Initial Contracting Party. Any time after the delivery of such single fully registered Contract, the Paying Agent /Registrar, pursuant to written instructions from the Initial Contracting Party, shall cancel such obligation and exchange therefor Contracts of authorized amounts and in Installment Amounts with Payment Dates and bearing applicable interest rates for transfer and delivery to the -6- Contracting Parties named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial Contracting Party and such other information and documentation as the Paying Agent /Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Contracts, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent /Registrar, and the form of Assignment to be printed on the Contracts, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification and such legends and endorsements (including insurance legends in the event the Contracts, or any installment amounts thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be determined by the officers executing and delivering such Contracts as evidenced by their execution. The Contracts shall be printed, lithographed, or engraved or produced in any other similar manner, all as determined by the officers executing such Contracts as evidenced by their execution, but the single fully registered obligation authorized in Section 8 hereof may be typewritten or photocopied or otherwise reproduced. B. General Contract Form. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION Contract Date: June 1, 1995 Contracting Party: Installment Amount: SERIES 1995 Interest Rate: Payment Date: CUSIP NO: OMB -7- 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, hereby agrees and promises to pay to the order of the Contracting Party named above, or the registered assigns thereof, the Installment Amount hereinabove stated on the Payment Date specified above (without right of prepayment) and to pay interest on such unpaid Installment Amount from the Contract Date at the per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 1996. The Installment Amount is payable on the Payment Date noted above to the Contracting Party upon presentation and surrender of this Contract to the Designated Payment /Transfer Office of the Paying Agent /Registrar executing the registration certificate appearing hereon, or its successor. Interest is payable to the Contracting Party of this obligation (or one or more Predecessor Contracts, as defined in the Ordinance hereinafter referenced) who appears on the "Contract Register" maintained by the Paying Agent /Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent /Registrar by check sent United States Mail, first class postage prepaid, to the address of such Contracting Party recorded in the Contract Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the risk and expense of, the Contracting Party. The Installment Amount of this Contract and interest thereon shall be paid without exchange or collection charges to the Contracting Party and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Contract is one of a number of contracts aggregating in amount $310,000 (herein referred to as the "Contracts ") , executed and delivered to finance the acquisition, use or purchase of personal property, under and in strict conformity with the Constitution and laws of the State of Texas, particularly the Public Property Finance Act (V.T.C.A., Local Government Code, Subchapter A of Chapter 271) and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance "). This Contract is an obligation of the City payable from the pledged proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/ Transfer Office of the Paying Agent /Registrar, and to all of the provisions of which the Contracting Party by the acceptance hereof hereby agrees, for definitions of terms; the description of and the nature and extent 0253445 �o of the taxes pledged for the payment of the Contracts; the terms and conditions relating to the assignment and transfer of this Contract; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Contracting Parties; the rights, duties, and obligations of the City and the Paying Agent /Registrar; the terms and provisions upon which this Contract may be discharged at or prior to its Payment Date, and the obligation evidenced by the Contracts cease to exist as an obligation of the City; and for other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Contract, subject to certain limitations contained in the Ordinance, may be assigned and transferred on the Contract Register only upon its presentation and surrender at the Designated Payment /Transfer Office of the Paying Agent/ Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent /Registrar duly executed by, the registered party hereof, or his duly authorized agent. When a transfer on the Contract Register occurs, one or more new fully registered Contracts with the same Payment Date, in authorized amounts, bearing the same rate of interest, and of the same Installment Amount will be delivered by the Paying Agent /Registrar to the designated assignee or assignees. The City and the Paying Agent /Registrar, and any agent of either, shall treat the registered party whose name appears on the Contract Register (i) on the Record Date as the Contracting Party entitled to payment of interest hereon, (ii) on the date of surrender of this Contract as the Contracting Party entitled to payment of the Installment Amounts on the Payment Date, and (iii) on any other date as the Contracting Party to notify for all other purposes, and neither the City nor the Paying Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent /Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Contracting Party appearing on the Contract Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly 0253445 -9- organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the execution and delivery of the Contracts is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the execution and delivery of the Contracts to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; and that due provision has been made for the payment of the Contracts and interest thereon as aforestated. In case any provision in this Contract shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Contract and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Contract to be duly executed under the official seal of the City as of the Contract Date. ATTEST: City Secretary (SEAL) CITY OF WYLIE, TEXAS Mayor O2W445 -10- C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Contract onl . 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 Contract has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Omit on definitive Contracts D. Form of Certificate of Paying Agent /Registrar to appear on definitive Contracts. REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR This Contract has been duly delivered and registered under the provisions of the within - mentioned Ordinance; the contract or contracts initially executed and delivered by the City having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent /Registrar. The designated in Dallas, Texas, is this Contract. Registration Date: offices of the Paying Agent /Registrar located the "Designated Payment/ Transfer Office" for By TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Paying Agent /Registrar Authorized Signature 0253445 -11- 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 Contract and all rights thereunder, and hereby irrevocably constitutes and appoints ............................. ............................... attorney to transfer the within Contract on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this Signature guaranteed: assignment must correspond with the name of the contracting party .......................... as it appears on the face of the within Contract in every particular. F. The Initial Contract shall be in the form set forth in paragraph B of this Section, except that the form of the single fully registered Initial Contract shall be modified as follows• (i) immediately under the headings "Interest Rate to and "Payment Date " shall both be omitted; (ii) Paragraph one shall read as follows: Contracting Party: Contract 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, hereby agrees and promises to pay to the order of the Contracting Party named above, or the registered assigns thereof, the Contract Amount hereinabove stated on the Payment Dates and in Installment Amounts in accordance with the following schedule: 0253r „5 -12- INTEREST PAYMENT DATES INSTALLMENT AMOUNTS RATE (Information to be inserted from schedule in Section 2 hereof). (without right of prepayment) and to pay interest on such unpaid Annual Installment Amounts from the Contract Date at the per annum rates of interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 1996. The Installment Amounts are payable on the Payment Dates noted above to the Contracting Party named above or the assigns thereof by Texas Commerce Bank National Association (the "Paying Agent /Registrar "), upon the presentation and surrender of this obligation, at its designated offices in Dallas, Texas (the "Designated Payment /Transfer Office ") . Interest is payable to the Contracting Party whose name appears on the "Contract Register" maintained by the Paying Agent /Registrar at the close of business on the "Record Date ", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent /Registrar by check sent United States Mail, first class postage prepaid, to the address of the Contracting Party recorded in the Contract Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the risk and expense of, the Contracting Party. The Installment Amounts of this Contract and interest thereon shall be paid without exchange or collection charges to the Contracting Party and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Levy of Taxes. To provide for the payment of the Installment Amounts to become due and payable and the payment of the interest thereon, there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the City shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay (i) the Installment Amounts to become due and payable or an amount equal to 2% of the Aggregate Contract Amount (whichever is the greater) and (ii) the accrued interest on the Installment Amounts to become due and payable; full allowance being made for delinquencies and costs of collection. Full, complete and accurate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Contracts shall be kept and maintained by the City at all times while the Contracts are Outstanding, and the taxes collected annually for the payment of the Contracts shall be 0253445 -13- deposited to the credit of a "Special 1995 Contracts Fund" (the "Sinking Fund ") maintained on the records of the City and at an official depository of the City's funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Contracts. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/ Registrar, from funds on deposit in the Sinking Fund, amounts sufficient to fully pay and discharge promptly each Installment Amount and interest on the Contracts as the same accrues or becomes due and payable; such transfer of funds to be made in such manner as will cause collected funds to be deposited with the Paying Agent /Registrar on or before each Payment Date and each interest payment date for the Contracts. SECTION 11: Mutilated - Destroyed - Lost and Stolen Contracts. In case a Contract shall be mutilated, or destroyed, lost or stolen, the Paying Agent /Registrar may execute and deliver a replacement Contract of like form and tenor, and in the same authorized amount and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed, lost or stolen Contract, only upon the approval of the City and after (i) the filing by the Contracting Party with the Paying Agent /Registrar of evidence satisfactory to the Paying Agent /Registrar of the destruction, loss or theft of such Contract, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent /Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent /Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Contract shall be borne by the Contracting Party of the Contract mutilated, or destroyed, lost or stolen. Every replacement Contract issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Contracts; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Contracts. SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Contracting Parties, the Installment Amounts, together with the accrued interest thereon, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Contracting Parties shall thereupon cease, terminate, and be discharged and satisfied. -14- The Contracts shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full the Installment Amounts as the same shall become due and payable on the Payment Dates, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/ Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent /Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the Installment Amounts and accrued interest on and prior to each Payment Date. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Contracts to be treated as "arbitrage obligations" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent /Registrar, or an authorized escrow agent, pursuant to this Section which is in excess of the amounts required for the payment of the Contracts in accordance with the defeasance provisions shall be remitted to the City or deposited as directed by the City. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent /Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. The term "Government Securities ", as used herein, means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which are non - callable prior to the respective Payment Dates, as the case may be, for the Contracts and may be United States Treasury Obligations such as the State and Local Government Series and may be in book -entry form. SECTION 13: Ordinance a Contract - Amendments - Outstanding Contracts. This Ordinance shall constitute an agreement with the Contracting Parties from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any of the Contracts remain Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Contracting Parties, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Contracting Parties, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with -15- the consent of Contracting Parties to Contracts which are Outstanding and represent 51% or more of the aggregate Installment Amounts affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of Contracting Parties of all Contracts which are Outstanding, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the Installment Amounts and interest on the Contracts, reduce the Installment Amounts, or the rate of interest thereon, or in any other way modify the terms of payment of the Contracts, (2) give any preference to any Contract over any other Contract, or (3) reduce the aggregate Installment Amount of Contracts required to be held for consent to any such amendment, addition, or rescission. The term "Outstanding" when used in this Ordinance with respect to Contracts means, as of the date of determination, all Contracts theretofore delivered and registered under this Ordinance, except: (1) those Contracts cancelled or delivered to the Paying Agent /Registrar for cancellation; (2) those Contracts for which the Installment Amounts and all interest payable thereon has been paid or is deemed to be fully paid in accordance with the provisions of Section 12 hereof; and (3) those mutilated, destroyed, lost, or stolen Contracts for which replacement obligations have been registered and delivered in lieu thereof as provided in Section 11 hereof. SECTION 14: Covenants to Maintain Tax - Exempt Status. (a) Definitions. When used in this Section 14, the following terms have the following meanings: "Closing Date" means the date on which the Contracts are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "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 -16- replacement proceeds as defined in Section 1.148 -1(c) of the Regulations, of the Contracts. "Investment" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Contracts are invested and which is not acquired to carry out the governmental purposes of the Contracts. "Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Contracts. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148 -5 of the Regulations; and (2) the Contracts has the meaning set forth in Section 1.148 -4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Contract to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Contract, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Contracts: 0253445 -17- (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Contracts, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Contracts or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Contracts to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Contracts directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby) , whether then held or previously disposed of, exceeds the Yield of the Contracts. 0253445 -18- (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Contracts to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038 -G or such other form and in such place as the Secretary may prescribe. (h) No Rebate Required. The City warrants and represents that it satisfies the requirements of paragraph (2) and (3) of section 148(f) of the Code with respect to the Contracts without making the payments for the United States described in such section. Specifically, the City warrants and represents that (1) the City is a governmental unit with general taxing powers; (2) at least 95% of the Gross Proceeds of the Contracts will be used for the local governmental activities of the City; (3) the aggregate face amount of all tax - exempt obligations issued or expected to be issued by the City (and all subordinate entities thereof) in the calendar year in which the Contracts are issued is not reasonably expected to exceed $5,000,000. PROVIDED, HOWEVER, should additional tax exempt obligations be issued or incurred, including lease purchase financings, in the 1995 calendar year which would cause the total face amount of tax exempt obligations issued and incurred in such calendar year to exceed $5,000,000, the City agrees and covenants that it will maintain complete records regarding the investments of the proceeds of sale of the Contracts and rebate any "arbitrage profits" to the United States as required by Section 148 (f ) of the Code. (i) Elections. The City hereby directs and authorizes the City Manager and Director of Finance and Human Resources, either individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Contracts, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. -19- SECTION 15: Sale of Contracts. The sale of the Contracts to "Initial interest Delivery occur as (herein referred to as the Contracting Party ") at the price of par plus accrued to the date of delivery is hereby approved and confirmed. of the Contracts to the Initial Contracting Party shall soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 16: Qualified Tax Exempt Obligations. In accordance with the provisions of paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Contracts to be "qualified tax exempt obligations" in that the Contracts are not "private activity bonds" as defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations" to be issued by the City (including all subordinate entities of the City) for the calendar year in which the Contracts are issued will not exceed $10,000,000. SECTION 17: Official Statement. The Official Statement prepared in the initial offering and sale of the Contracts by the City, together with all addendas, supplements and amendments thereto issued on behalf of the City, is hereby approved as to form and content, and the City Council hereby finds that the information and data contained in said 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 use of such Official Statement in the reoffering of the Contracts by the Initial Contracting Party is hereby approved and authorized. SECTION 18: Control and Custody of Records and Contract Documents. The Mayor of the City shall be and is hereby authorized to take and have charge and control of all necessary orders, records, proceedings, including the Contracts, pending the investigation and approval of such documents by the Attorney General of the State of Texas, the registration of the Contracts by the Comptroller of Public Accounts and their delivery to the Initial Contracting Party. Furthermore, the Mayor, City Secretary, City Manager and Director of Finance and Human Resources, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the execution and delivery of the Contracts, including certifications as to facts, estimates, circumstances and reasonable expectations pertaining to the use, expenditure and investment of the proceeds thereof, as may be necessary for the approval of the Attorney General, the registration by the 0253W -20- Comptroller of Public Accounts and the delivery of the Contracts to the Initial Contracting Party, and, together with the City's financial advisor, bond counsel and the Paying Agent /Registrar, make the necessary arrangements for the delivery of such obligations to the Initial Contracting Party. SECTION 19: Notices to Contracting Parties - Waiver. Wherever this Ordinance provides for notice to Contracting Parties of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Contracting Party appearing in the Contract Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Contracting Parties is given by mail, neither the failure to mail such notice to any particular Contracting Party, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Contracts. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Contracting Party entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by a Contracting Party shall be filed with the Paying Agent/ Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 20: Cancellation. All Contracts surrendered for payment, prepayment, transfer, exchange, or replacement, if surrendered to the Paying Agent /Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent /Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent /Registrar. The City may at any time deliver to the Paying Agent /Registrar for cancellation any Contracts previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Contracts so delivered shall be promptly cancelled by the Paying Agent /Registrar. All cancelled Contracts held by the Paying Agent /Registrar shall be returned to the City. SECTION 21: Proceeds of Sale. The Aggregate Contract Amount will be deposited in an acquisition fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such Aggregated Contract Amount may be invested in authorized investments and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Sinking Fund as shall be determined by the City Council. All surplus proceeds of sale of the Certificates, 03445 -21- including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Sinking Fund. SECTION 22: Legal Opinion. The Initial Contracting Party's obligation to accept delivery of the Contracts is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys, Dallas, Texas, approving the Contracts as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Contracts. A true and correct reproduction of said opinion is hereby authorized to be printed on the definitive Contracts or an executed counterpart thereof shall accompany the global Contracts deposited with the Depository Trust Company. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Contracts. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Contracts shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Contracts as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Contracts. SECTION 24: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent /Registrar and the Contracting Parties, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent /Registrar and the Contracting Parties. SECTION 25: 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 26: Governing Law. This Ordinance and the Contracts authorized to be executed and delivered hereunder shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 27: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. O 445 -22- SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 29: Severability. If any provision of this Ordinance or the 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 30: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by V.T.C.A., Local Government Code, Chapter 551. SECTION 31: Effective Date. This Ordinance shall take effect and be in force immediately from and after its passage, and it is so ordained. PASSED AND ADOPTED, this June 13, 1995. CITY OF WYLIE, TEXAS Mayor ATTEST: City Secretary (City Seal) OM4-45 -23- EXHIBIT A Description of Estimated Estimated Acquisition Property Cost Date Fire Truck 00339 PAYING AGENT /REGISTRAR AGREEMENT THIS AGREEMENT entered into as of "Agreement ") , by and between the City "Issuer "), and Texas Commerce Bank National association duly organized and existing United States of America, (the "Bank "). RECITALS June 13, 1995 (this of Wylie, Texas (the Association, a banking under the laws of the WHEREAS, the Issuer has duly authorized and provided for the execution and delivery of its "City of Wylie, Texas, Public Property Finance Contractual Obligations, Series 1995" (the "Contracts ") in the aggregate amount of $310,000, such Contracts to be delivered to the initial contracting party on or about July 18, 1995; and WHEREAS, the Issuer has selected the Bank to serve as paying agent, registrar and transfer agent with respect to such Contracts; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and is duly qualified and otherwise capable of performing the duties and responsibilities contemplated by this Agreement with respect to the Contracts; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Contracts, and, as Paying Agent for the Contracts, the Bank shall be responsible for paying on behalf of the Issuer the Installment Amounts and accrued interest thereon as the same shall become due and payable to the Contracting Parties; all in accordance with this Agreement and the "Contract Resolution" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Contracts and, as Registrar for the Contracts, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the parties to said Contracts entitled to payment and with respect to the transfer and exchange thereof as provided herein and in the "Contract Resolution ". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Contracts. 0253477 Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/ Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent /Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. 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 the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Bank Office" means the principal offices of the Bank as indicated on page 11 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Contract Register" means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of Contracts. "Contract Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Contracts are authorized to be executed and delivered, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Contracting Party" means the Person in whose name a Contract is registered in the Contract Register. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Secretary, City Manager or Director of Finance and Human Resources, any one or more of said officials, and delivered to the Bank. 0253477 -2- EXH1Bil "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Payment Date" means the date specified in the Contract Resolution the Installment Amounts are scheduled to be due and payable. "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 Contracts" of any particular Contract means every previous Contract evidencing all or a portion of the same obligation as that evidenced by such particular Contract (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Contract Resolution) . "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. Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Contracts (Contract)" have the meanings assigned to them in the recital paragraphs of this Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings ascribed thereto in the Contract Resolution. The term "Paying Agent /Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paying Agent. 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 Installment Amount of each Contract on its Payment 0253477 -3 cx: BIT Date to the Contracting Party upon surrender of the Contract to the Bank at the Bank Office. 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 Contract when due, by computing the amount of interest to be paid each Contracting Party and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of Installment Amounts and /or interest on the Contracts to the Contracting Party shall be accomplished (1) by the issuance of checks, payable to the Contracting Party, drawn on the fiduciary account provided in Section 5.05 hereof, sent by United States mail, first class, postage prepaid, to the address appearing on the Contract Register or (2) by such other method, acceptable to the Bank, requested in writing by the Contracting Party at the Contracting Party's risk and expense. Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the Installment Amounts of the Contracts and the interest thereon at the dates specified in the Contract Resolution. ARTICLE FOUR REGISTRAR Section 4.01. Contract Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Contract Register") for recording the names and addresses of the Contracting Parties to the Contracts, the transfer, exchange and replacement of the Contracts and the payment of the Installment Amounts and interest on the Contracts to the Contracting Parties and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of Contracts shall be noted in the Contract Register. Every Contract surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Contracting Party 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 Contracts. 0253477 -4- To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Contracts, the exchange or transfer by the Contracting Parties will be completed and new Contracts delivered to the Contracting Party or the assignee of the Contracting Party in not more than three (3) business days after the receipt of the Contracts to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Contracting Party, or his duly authorized agent, in form and manner satisfactory to the Paying Agent /Registrar. Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Contracts to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Contracts will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Contracts 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 Contract Register. The Bank, as Registrar, will maintain the Contract Register relating to the registration, payment, transfer and exchange of the Contracts 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 Contract Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Contract 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 Contracting Parties. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Contract Register. The Issuer may also inspect the information contained in the Contract 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 Contract 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 Contract Register, the Bank will notify the Issuer so that the Issuer may contest the court order or 0253477 -5- EXHibf such release or disclosure of the contents of the Contract Register. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Contracts in lieu of which or in exchange for which other Contracts have been issued, or which have been paid. Section 4.06. Mutilated, Destroyed, Lost or Stolen Con- tracts. The Issuer hereby instructs the Bank, subject to the provisions of Section 11 of the Contract Resolution, to deliver and issue Contracts in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts as long as the same does not result in an overissuance. In case any Contract shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Contract of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed lost or stolen Contract upon approval by the Issuer and after (i) the filing by the Contracting Party with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Contract, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Contract shall be borne by the Contracting Party to the Contract mutilated, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Contracts it has paid pursuant to Section 3.01, Contracts it has delivered upon the transfer or exchange of any Contracts pursuant to Section 4.01, and Contracts it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and orr -6- correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Contracts, but is protected in acting upon receipt of Contracts containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Contracting Party or an agent of the Contracting Party. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Contracts shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Contracting Party to any Contract, or any other Person for any amount due on any Contract from its own funds. 0253477 / EXHIBIT A$ Section 5.04. May Hold Contracts. The Bank, in its individual or any other capacity, may become the owner or pledgee of Contracts and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent /Registrar, or any other agent. Section 5.05. Moneys Held by Bank - 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 Contracts, and money deposited to the credit of such account until paid to the Contracting Parties to the Contracts shall be continuously collateralized by securities or obligations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for fiduciary 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 Contracting Party shall, at its own expense and risk, request such other medium of payment. 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 any Contract, including interest thereon, and remaining unclaimed for four years after final maturity of the Contract has become due and payable will be paid by the Bank to the Issuer, and the Contracting Party to such Contract shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where either the Bank Office or 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 0253477 -" EXHIBIT B constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. Section 5.08. DT Services. It is hereby represented and warranted that, in the event the Contracts 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 ", effective December 12, 1994, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 12. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. 025,,77 -9- �, , a.: Section 6.08. Entire Agreement. This Agreement and the Contract 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 Contract Resolution, the Contract 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 all 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 Installment Amounts and interest on the Contracts to the Contracting Parties thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent /Registrar has been appointed by the Issuer and such appointment accepted and (b) notice given to the Contracting Parties to the Contracts 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 Contracts. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Contract Register (or a copy thereof), together with other pertinent books and records relating to the Contracts, to the successor Paying Agent /Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 0253477 10- EXHIBITB IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. [SEAL] Attest: / '-'K-i L -G 1- Title. ASSIST 'T VICE PRESIDENT (CITY SEAL) Attest: C City S cre ar TEXAS COMMERCE BANK NATIONAL ASSOCIATION BY a-v"t Title: VICE P DENT Mailing Address: Corporate Trust Department P. O. Box 660197 Dallas, Texas 75266 -0197 Delivery Address: Corporate Trust Department 2200 Ross Avenue, 5th Floor Dallas, Texas 75201 CITY OF WYLIE, TEXAS BY Address: 0253477 -11- 2000 Highway 78 North Wylie, Texas 75098 ANNEX "A" SCHEDULE OF FEES FOR PAYING AGENT /REGISTRAR SERVICES BOOK ENTRY ONLY ISSUES SCHEDULE OF FEES Texas Commerce Bank National Association offers you the expertise, strength, and support of a multi- billion dollar bank holding company. Through our commitment to excellence and controlled growth philosophy, we can, assure you a consistently high level of service and responsiveness. ACCEPTANCE FEE: This fee is based on the administrative time utilized in meeting with parties involved, reviewing and finalizing agreement, attending closing and establishing records. ♦ Acceptance Fee: See Below ANNUAL ADMINISTRATION FEE: Annual Fee Below $043,000,000 $3,000,001 45,000,000 $5,000,001410,000,000 See Chart REIMBURSABLE CHARGES: All out -of- pocket expense for professional services (such as attorneys and accountants), postage, courier services, insurance, stationery, telephone, travel to closing, etc. will be billed at cost. EXTRAORDINARY SERVICES: Services not anticipated, but deemed necessary or desirable by the customer will be subject to additional charges based on costs incurred and Chart time spent. Initial Annual $150 $350 $150 $300 $150 $275 $10,000,001 -Above $150 $200 ♦ Payable at Closing A $10.00 charge per check will be assessed for disbursement of cost of issuance by the Paying Agent. These fees assume retention by the Paying Agent of the float on uninvested funds held in accounts by the Paying Agent. Any revision of the scheduled fees shall be supplied to the Issuer on or before 90 days prior to the close of the fiscal year of the Issuer, and shall be effective upon the first day of the following fiscal year. TEXAS COMMERCE BANK NATIONAL ASSOCIATION P. O. Box 660197 Dallas, Tx 75266 -0197 Effective 7/1/91