Ordinance 1999-26
ORDINANCE NO. ,Cjf3-C}t?
AN ORDINANCE authorizing the issuance of "CITY OF WYLIE, TEXAS,
WATERWORKS AND SEWER SYSTEM REVENUE BONDS,
SERIES 1999"; pledging the net revenues of the City's Waterworks and
Sewer System to the payment of the principal of and interest on said Bonds;
enacting provisions incident and related to the issuance, payment, security
and delivery of said bonds, including the approval and execution of a Paying
Agent/Registrar Agreement and the approval and distribution of an Official
Statement pertaining thereto; and providing an effective date.
WHEREAS, the City Council of the City of Wylie, Texas hereby finds and determines that
$1,380,000 in principal amount of revenue bonds approved and authorized to be issued at an
election held May 1, 1999 for improvements and extensions to the City's combined Waterworks and
Sewer System should be issued and sold at this time; and
WHEREAS, the Council hereby reserves and retains the right to issue the balance of
unissued bonds approved at said election in the principal amount of $2,870,000 in one or more
installments when, in the judgment of the Council, funds are needed to accomplish the purposes
for which such bonds were voted; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS:
SECTION 1: Authorization-Designation-Principal Amount - Purpose. Revenue bonds of
the City shall be and are hereby authorized to be issued in the aggregate principal amount of
$1,380,000 to be designated and bear the title "CITY OF WYLIE, TEXAS, WATERWORKS AND
SEWER SYSTEM REVENUE BONDS, SERIES 1999" (hereinafter referred to as the "Bonds"), for
improvements and extensions to the City's combined Waterworks and Sewer System, in conformity
with the Constitution and laws of the State of Texas, including Articles 1111, et. seq. and 2368a,
as amended, V.A.T.C.S.
SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities
- Date. The Bonds shall be issued as fully registered obligations, without coupons, shall be
dated September 1, 1999 (the "Bond Date") and, other thar,J the single fully registered Initial Bond
referenced in Section 8 hereof, shall be in denominations of $5,000 or any integral multiple
thereof (within a Stated Maturity), shall be numbered consecutively from One (1) upward and shall
become due and payable on February 15 in each of the years and in principal amounts (the
"Stated Maturities") and bear interest at per annum rates in accordance with the following
schedule:
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Year of Principal Interest
Stated Maturity Amount Rate(s)
2000 $ 40,000 %
2001 40,000 %
2002 45,000 %
2003 45,000 %
2004 50,000 %
2005 50,000 %
2006 55,000 %
2007 55,000 %
2008 60,000 %
2009 65,000 %
2010 65,000 %
2011 70,000 %
2012 75,000 %
2013 80,000 %
2014 85,000 %
2015 90,000 %
2016 95,000 %
2017 100,000 %
2018 105,000 %
2019 110,000 %
The Bonds shall bear interest on the unpaid principal amounts from the Bond Date at the
rate(s) per annum shown in the above schedule (calculated on the basis of a 360-day year of
twelve 30-day months). Interest on the Bonds shall be payable on February 15 and August 15
in each year, commencing February 15, 2000.
SECTION 3: Terms of Payment - Paying Agent/Registrar. The principal of, premium, if
any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar 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 th,e payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of Chase Bank of Texas, National Association to serve as
Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records
relating to the registration, payment, transfer and exchange of the Bonds (the "Security Register")
shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, 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 Bonds. The City covenants to maintain and provide a Paying Agent/Registrar at all times
until the Bonds are paid and discharged, and any successor Paying Agent/Registrar shall be a
bank, trust company, financial institution or other entity qualified and authorized to serve in such
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capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in
the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice
thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice
shall also give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or upon the earlier redemption thereof, only upon presentation and surrender of the Bonds to the
Paying Agent/Registrar at its designated offices in Dallas, Texas (the "Designated
Payment/Transfer Office"). Interest on the Bonds shall be paid to the Holders whose names
appear in the Security Register at the close of business on the Record Date (the last business
day of the month next preceding each interest payment date) and shall be paid by the Paying
Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address
of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for
the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the City where the Designated Payment/Transfer
Office of the Paying Agent/ Registrar is located are authorized by law or executive order to 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 non-payment of interest on one or more maturities on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment for
such maturity or maturities (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States Mail, first class postage prepaid,
to the address of each Holder of such maturity or maturities appearing on the Security Register
at the close of business on the last business day next preceding the date of mailing of such
notice.
SECTION 4: Redemption. (a) Optional Redemption. The Bonds having Stated Maturities
on and after February 15, 2010, 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, 2009 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 Bonds (unless a shorter notification period shall be satisfactory to the Paying
Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem
Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of redemption
therefor. The decision of the City to exercise the right to redeem Bonds shall be entered in the
minutes of the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bo"iids of the same
Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar shall treat
such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the
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principal amount of such Bonds by $5,000 and shall select the Bonds to be redeemed within such
Stated Maturity by lot.
(c) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify
the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed,
the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the
Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and
payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying
Agent/ Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to prior redemption and has been called for redemption and notice of redemption
thereof has been duly given or waived as herein provided, such Bond (or the principal amount
thereof to be redeemed) shall become due and payable, and interest thereon shall cease to
accrue from and after the redemption date therefor, provided moneys sufficient for the payment
of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable
redemption price are held for the purpose of such payment by the Paying Agent/Registrar.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each registered owner of the Bonds issued under and pursuant to the provisions of
this Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred
or exchanged for Bonds of other authorized denominations upon the Security Register by the
Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying
Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for
exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the
Paying Agent/ Registrar.
Upon surrender for transfer of any Bond (other than the Initial Bonds authorized in Section
8 hereof) at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
one or more new Bonds, executed on behalf of, and furnished by, the City of authorized
denominations and having the same Stated Maturity and of a like aggregate principal amount as
the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bonds authorized in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and ffaving the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the
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Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Bonds are
surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds,
executed on behalf of, and furnished by, the City, to the Holder requesting the exchange.
All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the
Designated Payment/Transfer Office of the Paying Agent/Registrar, or sent by United States Mail,
first class postage prepaid, to the Holder and, upon the delivery thereof, the same shall be valid
obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits
under this Ordinance, as the Bonds surrendered in such transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that
the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or
exchange of any tax or other governmental charges required to be paid with respect to such
transfer or exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be,
of the same obligation to pay evidenced by the Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to Section 30 hereof and such new replacement
Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen
Bond.
Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange
any Bond called for redemption, in whole or in part, within 45 days of the date fixed for redemption
of such Bond; provided, however, such limitation of transfer shall not be applicable to an
exchange by the Holder of the unredeemed balance of a Bond called for redemption in part.
SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange
of the Bonds, the City hereby approves and authorizes the use of "Book-Entry Only" securities
clearance, settlement and transfer system provided by The Depository Trust Company (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
Representation, by and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited
with DTC who shall hold said Bonds for its participants (the "DTC Participants"). While the Bonds
are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security
Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of
DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the
"Beneficial Owners") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving asseculities depository for the Bonds
or otherwise ceases to provide book-entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly discharging its duties as
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securities depository for the Bonds, the City covenants and agrees with the Holders of the Bonds
to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued
and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register
maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in
accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds 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 Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the City on the Bond Date shall be deemed to be duly executed on behalf of the City,
notwithstanding that such individuals or either of them shall cease to hold such offices at the time
of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in
subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act
of 1981, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9C, manually executed by the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 90, manually executed by an authorized officer,
employee or representative of the Paying Agent/ Registrar, and either such certificate upon any
Bond duly signed shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the total principal amount referenced in Section 1 hereof
with principal installments to become due and payable as provided in Section 2 hereof and
numbered T-1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity
in the applicable principal amount and denomination and to be numbered consecutively from T-1
and upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall
be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s)
shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for
approval, certified and registered by the Office of the Comptroller of Public Accounts of the State
of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond(s),
the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the
designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor
definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing
applicable interest rates for transfer and delivery to the Holders named at the addresses identified
therefor; all pursuant to and in accordance with such written instructions from the initial
purchaser(s), or the designee thereof, and such other information and documentation as the
Paying Agent/Registrar may reasonably require.
SECTION 9: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the Certificate of Registration, and the form
of Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in
this Section with such appropriate insertions, omissions, substitutions, and other variations as are
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permitted or required by this Ordinance and may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of the Committee on Uniform Securities
Identification Procedures of the American Bankers Association) and such legends and
endorsements (including insurance legends in the event the Bonds, or any maturities thereof, are
purchased with insurance and any reproduction of an opinion of counsel) thereon as may,
consistently herewith, be established by the City or determined by the officers executing such
Bonds as evidenced by their execution thereof. Any portion of the text of any Bonds may be set
forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, or engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
B.
Form of Definitive Bond.
REGISTERED
NO._
REGISTERED
$
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
WATERWORKS AND SEWER SYSTEM
REVENUE BOND, SERIES 1999
Bond Date:
September 1, 1999
Interest Rate:
Stated Maturity:
CUSIP NO:
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, hereby promises to pay
to the order of the Registered Owner named above, or the registered assigns thereof, solely from
the revenues hereinafter identified, on the Stated Maturity date specified above the Principal
Amount stated above (or so much thereof as shall not have been paid upon prior redemption) and
to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid
Principal Amount hereof from the Bond Date at the per annum rate of interest specified above;
such interest being payable on February 15 and August 15 of each year, commencing February
15, 2000. Principal of this Bond is payable at its Stated Maturity or redemption to the registered
owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of
the Paying Agent/Registrar executing the registration certificate appearing hereon, or its
successor; provided, however, while this Bond is registered to Cede & Co., the payment of
principal upon a partial redemption of the principal amount hereof may be accomplished without
presentation and surrender of this Bond. Interest is payable to the registered owner of this Bond
(or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose
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name appears on the "Security Register" maintained by the Paying Agent/ Registrar at the close
of business on the "Record Date", which is the last business day of the month next preceding
each interest payment date and interest shall be paid by the Paying Agent/ Registrar by check
sent United States Mail, first class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All
payments of principal of, premium, if any, and interest on this Bond shall be without exchange or
collection charges to the owner hereof and in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of $1,380,000 (herein referred to as the "Bonds") for the purpose of making improvements and
extensions to the City's combined Waterworks and Sewer System, under and in strict conformity
with the Constitution and laws of the State of Texas, including Articles 1111 et. seq. and 2368a,
V.A.T.C.S., and pursuant to an Ordinance adopted by the City Council of the City (herein referred
to as the "Ordinance").
The Bonds maturing on and after February 15, 2010, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or
any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar),
on February 15, 2009 or on any date thereafter at the redemption price of par plus accrued
interest thereon to the redemption date.
At least thirty days prior to the date fixed for any redemption of Bonds, the City shall cause
a written notice of such redemption to be sent by United States Mail, first class postage prepaid,
to the registered owners of each Bond to be redeemed at the address shown on the Security
Register and subject to the terms and provisions relating thereto contained in the Ordinance. If
a Bond (or any portion of its principal sum) shall have been duly called for redemption and notice
of such redemption duly given, then upon such redemption date such Bond (or the portion of its
principal sum to be redeemed) shall become due and payable, and interest thereon shall cease
to accrue from and after the redemption date therefor, provided moneys for the payment of the
redemption price and the interest on the principal amount to be redeemed to the date of
redemption are held for the purpose of such payment by the Paying Agent/Registrar.
In the event a portion of the principal amount of, a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the
Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee
of the registered owner within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the registered owner of the
unredeemed balance of a Bond redeemed in part.
The Bonds are special obligations of the City are payable solely from and equally and
ratably secured by a first lien on and pledge of the Net Revenues (as defined in the Ordinance)
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of the City's combined Waterworks and Sewer System (the "System"). The Bonds do not
constitute a legal or equitable pledge, charge, lien or encumbrance upon any property of the City
or the System, except with respect to the Net Revenues. The holder hereof shall never have the
right to demand payment of this obligation out of any funds raised or to be raised by taxation.
Subject to satisfying the terms and conditions prescribed therefor, the City has reserved
the right to issue additional revenue obligations payable from and equally and ratably secured by
a parity lien on and pledge of the Net Revenues of the System, in the same manner and to the
same extent as the Bonds.
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
Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and
the nature and extent of the security for the Bonds; the properties constituting the System; the
Net Revenues pledged to the payment of the principal of and interest on the Bonds; the nature
and extent and manner of enforcement of the lien and pledge securing the payment of the Bonds;
the terms and conditions for the issuance of additional revenue obligations; the terms and
conditions relating to the transfer or exchange of this Bond; the conditions upon which the
Ordinance may be amended or supplemented with or without the consent of the Holders; the
rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and
provisions upon which the liens, pledges, charges and covenants made therein may be
discharged at or prior to the maturity or redemption of this Bond, and this Bond deemed to be no
longer Outstanding thereunder; and for the other terms and provisions contained therein.
Capitalized terms used herein have the same meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent.
When a transfer on the Security Register occurs, one or more new fully registered Bonds of the
same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the
same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
,
The City and the Paying Agent/Registrar, and any agent of either, may treat the registered
owner hereof whose name appears on the Security Register (i) on the Record Date as the owner
entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner
entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part,
and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event
of 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 from the
City. 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 senCat least five (5)
business days prior to the Special Record Date by United States Mail, first class postage prepaid,
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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 covenanted that the City is a duly organized
and legally existing municipal corporation under and by virtue of the Constitution and laws of the
State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts, conditions
and things required to exist and be done precedent to and in the issuance of the Bonds to render
the same lawful and valid obligations of the City have been properly done, have happened and
have been performed in regular and due time, form and manner as required by the Constitution
and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any
constitutional or statutory limitation; and that due provision has been made for the payment of the
principal of and interest on the Bonds by a pledge of the Net Revenues of the System as
aforestated. In case any provision in this Bond or any application thereof shall be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Bond and the Ordinance shall be construed in accordance with and shall be governed by the
laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
(SEAL)
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C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial
Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OF PUBLIC ACCOUNTS
)
)
)
)
)
REGISTER NO.
OFFICE OF THE COMPTROLLER
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
*NOTE TO PRINTER: Do not print on definitive bonds
D. Form of Certificate of Paying Agent/Registrar to Appear on Definitive Bonds only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered in the name of the Registered Owner
shown above under the provisions of the within-mentioned Ordinance; the bond or bonds of the
above entitled and designated series originally delivered having been approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts, as shown
by the records of the Paying Agent/Registrar.
The designated offices of the Paying Agent/Registrar in Dallas, Texas, is the Designated
Payment/Transfer Office" for this Bond.
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION,
as Paying Agent/Registrar
Registration date:
By
Authorized SIgnature
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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:)
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assignment
Signature guaranteed: must correspond with the name of the
registered owner as it appears on the face
of the within Bond in every particular.
F. The Initial Bond(s) shall be in the form set forth in paragraph B of this Section, except
that the forn:u>ia single fully registered Initial Bond shall be modified as follows:
(i)
immediately under the name of the bond the headings "Interest Rate
and "Stated Maturity " shall both be omitted;
"
(ii) Paragraph one shall read as follows:
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, hereby promises to pay
to the order of the Registered Owner named above, or the registered assigns thereof, solely from
the revenues hereinafter identified, the Principal Amount hereinabove stated on February 15 in
each of the years and in principal installments in accordance with the following schedule:
YEAR
PRINCIPAL
INSTALLMENTS
, INTEREST
RATE
(Information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been prepaid prior to maturity) and to pay interest,
computed on the basis of a 360-day year of twelve 30-day months, on the unpaid principal
amounts hereof from the Bond Date at the per annum rates of interest specified above; such
interest being payable on February 15 and August 15 in each year, commencing February 15,
2000. Principal installments of this Bond are payable in the year of maturity or on a prepayment
date to the registered owner hereof by Chase Bank of Texas, National Association (the "Paying
Agent/Registrar"), upon presentation and surrender, at its designated offices in Dallas, Texas (the
"Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Bond
whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the
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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 registered owner
recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All
payments of principal of, premium, if any, and interest on this Bond shall be without exchange or
collection charges to the 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 all purposes of this Ordinance and in particular for clarity
with respect to the issuance of the Bonds herein authorized and the pledge and appropriation of
revenues to the payment of the Bonds, the following definitions are provided:
"Additional Parity Bonds" - Revenue bonds or other evidences
of indebtedness which the City reserves the right to issue or enter
into, as the case may be, in the future under the terms and conditions
provided in Section 19 of this Ordinance and which, together with the
Bonds, are equally and ratably secured by a first lien on and pledge
of the Net Revenues of the System.
"Average Annual Debt Service" - That average amount which,
at the time of computation, will be required to pay the Debt Service of
obligations when due and derived by dividing the total of such Debt
Service by the number of years then remaining before final maturity.
Capitalized interest payments provided from proceeds of Bonds
Similarly Secured shall be excluded in making the aforementioned
computation.
"Bonds" - The "City of Wylie, Texas, Waterworks and Sewer
System Revenue Bonds, Series 1999", dated September 1, 1999,
authorized by this Ordinance.
"Bonds Similarly Secured" - Collectively the Bonds and
Additional Parity Bonds.
,
"City" - The City of Wylie located in the County of Collin,
Texas.
"Debt Service" - As of any particular date of computation, with
respect to any obligations and with respect to any period, the
aggregate of the amounts to be paid or set aside by the City as of
such date or in such period for the payment of the principal of,
premium, if any, and interest (to the extent not capitalized) on such
obligations; assuming, in the case of Bonds Similarly Secured without
a fixed numerical rate, that such obligations bear, or would have
borne, interest at the highest rate reached, or that would have applied
to such obligations (using the index or method for computing interest
applicable to such obligations) during the twenty-four (24) month
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period next preceding the date of computation; and further assuming
in the case of obligations required to be redeemed or prepaid as to
principal prior to maturity, the principal amounts thereof will be
redeemed prior to maturity in accordance with the mandatory
redemption provisions applicable thereto.
"Fiscal Year" - 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.
"Government Obligations" - Direct 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, and United States Treasury obligations such as its State
and Local Government Series in book-entry form.
"Gross Revenues" - 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
Bonds Similarly Secured and other obligations payable solely from
and secured only by a lien on and pledge of the Net Revenues.
"Maintenance and Operating Expenses" - All current 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". Depreciqtion 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.
"Net Earnings" - The meaning assigned to such term in
Section 19 hereof.
"Net Revenues" - Gross Revenues of the System, with
respect to any period, after deducting the System's Maintenance and
Operating Expenses during such period.
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"Outstanding" - When used in this Ordinance with respect to
Bonds means, as of the date of determination, all Bonds theretofore
issued and delivered under this Ordinance, except:
(1) those Bonds cancelled by the Paying
Agent/Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by
the City in accordance with the provisions of
Section 28 hereof; and
(3) those Bonds that have been mutilated,
destroyed, lost, or stolen and replacement Bonds
have been registered and delivered in lieu thereof as
provided in Section 30 hereof.
"Required Reserve" - The amount required to be accumulated
and maintained in the Reserve Fund under the provisions of
Section 15.
"System" - 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 defined 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: Pledge. That the City hereby covenants and agrees that the Net Revenues
of the System, with the exception of those in excess of the amounts required for the payment and
security of the Bonds Similarly Secured, are hereby irrevocably pledged to the payment and
security of the Bonds and Additional Parity Bonds, if issued, including the establishment and
maintenance of the special funds created and established for the payment and security thereof,
all as hereinafter provided; and it is hereby ordained that the Bonds Similarly Secured, and the
interest thereon, shall constitute a first lien on the Net Revenues of the System c~lnd be valid and
binding without any physical delivery thereof or further act by the City.
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SECTION 12: Rates and Charges. That, for the benefit of the Holders of the Bonds and
in addition to all provisions and covenants in the laws of the State of Texas and in this Ordinance,
the City hereby expressly stipulates and agrees, while any of the Bonds are Outstanding, to
establish and maintain rates and charges for facilities and services afforded by the System that
are reasonably expected, on the basis of available information and experience and with due
allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient:
(1) To pay Maintenance and Operating Expenses,
depreciation charges and replacement and betterment costs,
(2) To produce Net Revenues sufficient to pay the
principal of and interest on the Bonds Similarly Secured and the
amounts required to be deposited in any reserve or contingency fund
created for the payment and security of the Bonds Similarly Secured,
and other obligations or evidences of indebtedness issued or incurred
that are payable only from and secured solely by a lien on and pledge
of the Net Revenues of the System, and
(3) To produce Net Revenues equal to at least 1.20 times
the Average Annual Debt Service for the then outstanding Bonds
Similarly Secured.
SECTION 13: Water and Sewer System Fund. The City hereby covenants and agrees
that Gross Revenues of the System (excluding earnings and income derived from the investment
or deposit of moneys in the Bond Fund and Reserve Fund) shall be deposited, as collected and
received, into a separate account (created, established and maintained with a depository bank
of the City) known as the "Water and Sewer System Fund" (herein called the "System Fund") and
the Gross Revenues of the System shall be kept separate and apart from all other funds of the
City. All revenues deposited in the System Fund shall be pledged and appropriated to the extent
required for the following uses and in the order of priority shown:
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 the amounts required to be
deposited in the Bond Fund created and established for the payment
of Debt Service on the Bonds Similarly Secured as the same
becomes due and payable.
THIRD: To the payment of the amounts required to be
deposited in the Reserve Fund to establish and maintain the Required
Reserve in accordance with the provisions of this Ordinance or any
other ordinance relating to issuance of Bonds Similarly Se~ured.
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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 14: Bond Fund. For purposes of providing funds to pay the principal of and
interest on the Bonds Similarly Secured as the same becomes due and payable, the City hereby
covenants and agrees to maintain at a depository bank of the City a separate and special account
or fund known as the "City of Wylie Interest and Sinking Revenue Bond Fund" (the "Bond Fund").
The City covenants that there shall be deposited from the Net Revenues into the Bond Fund prior
to each principal and interest payment date an amount equal to one hundred per centum (100%)
of the amount required to fully pay the interest on and the principal of the Bonds then falling due
and payable, such deposits to pay maturing principal and accruing interest on the Bonds to be
made in substantially equal monthly installments on or before the 1st day of each month,
beginning on or before the 1st day of the month next following the month the Bonds are delivered
to the initial purchaser(s). If the Net Revenues in any month are insufficient to make the required
payments into the Bond Fund, then the amount of any deficiency in the payment shall be added
to the amount otherwise required to be paid into the Bond Fund in the next month.
The required monthly deposits to the Bond Fund for the payment of principal of and
interest on the Bonds shall continue to be made as hereinabove provided until such time as (i) the
total amount on deposit in the Bond Fund and Reserve Fund is equal to the amount required to
fully pay and discharge all outstanding Bonds Similarly Secured (principal and interest) or (ii) the
Bonds are deemed to be paid in accordance with the provisions of Section 28 hereof.
Accrued interest and premium, if any, received from the purchaser(s) of the Bonds, as well
as earnings derived from the investment of moneys in the Bond Fund and any proceeds of the
Bonds not required to complete the improvements and extensions to the System and deposited
in the Bond Fund, shall be taken into consideration and reduce the amount of the monthly
deposits otherwise required to be deposited in the Bond Fund from the Net Revenues of the
System.
SECTION 15: Reserve Fund. For purposes of accumulating and maintaining funds as
a reserve for the payment of the Bonds Similarly Secured, the City hereby covenants and agrees
to maintain a separate and special fund or account known as the "City of Wylie Revenue Bond
Reserve Fund" (the "Reserve Fund"), and all funds depo?ited therein (excluding earnings and
income derived or received from deposits or investments which may be transferred to the System
Fund referenced in Section 13 hereof during such periods as there is on deposit in the Reserve
Fund the Required Reserve) shall be used solely for the payment of the principal of and interest
on the Bonds Similarly Secured, when and to the extent other funds available for such purposes
are insufficient, and, in addition, may be used to the extent not required to maintain the "Required
Reserve", to pay, or provide for the payment of, the final principal amount of a series of Bonds
Similarly Secured so that such series of Bonds Similarly Secured is no longer deemed to be
"Outstanding" within the meaning of Section 28 hereof.
By reason of the issuance of the Bonds, the total amount required to be accumulated and
maintained in said Fund is hereby determined to be $ - (the "Required Reserve")
which amount is hereby found to equal or exceed the Average Annual Debt Service for the Bonds
(calculated on a Fiscal Year basis as of the date the Bonds are to be delivered). The City agrees
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that beginning on or before the 151 day of the month next following the month the Bonds are
delivered to the initial purchasers and on or before the 151 day of each following month until the
Required Reserve has been fully accumulated, there shall be deposited into the Reserve Fund
from the Net Revenues of the System an amount equal to at least 1/60th of the Required
Reserve.
As and when Additional Parity Bonds are delivered or incurred, the Required Reserve shall
be increased, if required, to an amount equal to not less than the Average Annual Debt Service
(calculated on a Fiscal Year basis) for all Bonds Similarly Secured then outstanding, as
determined on the date each series of Bonds are delivered or incurred, as the case may be. Any
additional amount required to be maintained in the Reserve Fund shall be so accumulated by the
deposit in the Reserve Fund of all or any part thereof in cash immediately after the delivery of the
then proposed Additional Parity Bonds, or, at the option of the City, by the deposit of monthly
installments, made on or before the 151 day of each month following the month of delivery of the
then proposed Additional Parity Bonds, of not less than 1/60th of the additional amount to be
maintained in said Fund by reason of the issuance of the Additional Parity Bonds then being
issued (or 1/60th of the balance of the additional amount not deposited immediately in cash).
When and so long as the cash and investments in the Reserve Fund total not less than
the Required Reserve, no deposits need be made to the credit of the Reserve Fund; but, if and
when the Reserve Fund at any time contains less than the Required Reserve (other than as the
result of the issuance of Additional Parity Bonds as provided in the preceding paragraph), the
City covenants and agrees to cure the deficiency in the Required Reserve by making monthly
deposits to said Fund from the Net Revenues of the System, such monthly deposits to be in
amounts equal to not less than 1/60th of the then total Required Reserve to be maintained in said
Fund and to be made on or before the 151 day of each month until the total Required Reserve then
to be maintained in said Fund has been fully restored. The City further covenants and agrees
that, subject only to the payments to be made to the Bond Fund, the Net Revenues shall be
applied and appropriated and used to establish and maintain the Required Reserve and to cure
any deficiency in such amounts as required by the terms of this Ordinance and any other
ordinance pertaining to the issuance of Bonds Similarly Secured.
During such time as the Reserve Fund contains the total Required Reserve, the City may,
at its option, withdraw all surplus in the Reserve Fund in excess of the Required Reserve and
deposit such surplus in- the System Fund. The City herE:}by designates its depository bank or
banks as the custodian of the Reserve Fund.
Notwithstanding anything herein to the contrary, the City retains the right to fund the
Required Reserve in whole or in part with a surety bond or insurance policy issued by an
insurance company or other entity that is rated either for the long term unsecured debt of the
issuer of such surety bond or for obligations insured, secured or guaranteed by such issuer have
a rating in the highest letter category by two major municipal securities rating or evaluation
services, and money deposited to the credit of the Reserve Fund may be used to make any
payments required to satisfy the City's repayment obligation to the issuer of such surety bond
or insurance policy in the same manner and with like effect as if such payments were being used
to accumulate, maintain or restore the Required Reserve in cash or with authoriied investments.
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SECTION 16: Deficiencies; Excess Net Revenues. (a) If on any occasion there shall not
be sufficient Net Revenues of the System to make the required deposits into the Bond Fund and
the Reserve Fund, then such deficiency shall be cured as soon as possible from the next
available Net Revenues of the System, or from any other sources available for such purpose.
(b) Subject to making the required deposits to the Bond Fund and the Reserve Fund
when and as required by this Ordinance, or any ordinance authorizing the issuance of Bonds
Similarly Secured, the excess Net Revenues may be used by the City for any lawful purpose.
SECTION 17: Payment of Bonds. While any of the Bonds are Outstanding, the City's
chief financial officer shall cause to be transferred to the Paying Agent/Registrar therefor, from
funds on deposit in the Bond Fund, and, if necessary, in the Reserve Fund, amounts sufficient
to fully pay and discharge promptly as each installment of interest and principal of the Bonds
accrues or matures or comes due by reason of redemption prior to maturity; such transfer of
funds to be made in such manner as will cause immediately available funds to be deposited with
the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date
of payment for the Bonds.
SECTION 18: Investments - Security of Funds. (a) Money in any Fund referred to in this
Ordinance may, at the option of the City, be placed in time deposits or certificates of deposit
secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations
of the type hereinafter described, or be invested, including investments held in book-entry form,
in direct obligations of the United States of America, obligations guaranteed or insured by the
United States of America, which, in the opinion of the Attorney General of the United States, are
backed by its full faith and credit or represent its general obligations, or invested in indirect
obligations of the United States of America, including, but not limited to, evidences of
indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land
Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks,
Government National Mortgage Association, Farmers Home Administration, Federal Home Loan
Mortgage Association, or Federal Housing Association; provided that all such deposits and
investments shall be made in such a manner that the money required to be expended from any
Fund will be available at the proper time or times. Such investments (except State and Local
Government Series investments held in book entry form, which shall at all times be valued at
cost) shall be valued in terms of current market value within 45 days of the close of each Fiscal
Year and, with respect to investments held for the account of the Reserve Fund, within 30 days
of the date of passage of each ordinance authorizing the issuance of Additional Parity Bonds.
All interest and income derived from deposits and investments in the Bond Fund immediately shall
be credited to, and any losses debited to, the Bond Fund. All interest and interest income derived
from deposits in and investments of the Reserve Fund shall, subject to the limitations provided
in Section 14 hereof, be credited to and deposited in the System Fund. All such investments shall
be sold promptly when necessary to prevent any default in connection with the Bonds.
(b) Money in all Funds created by this Ordinance, to the extent not invested, shall be
secured in the manner and to the fullest extent required by the laws of the State of Texas for the
security of public funds.
SECTION 19: Issuance of Additional Parity Obligations. Subject to the provisions
hereinafter appearing as to conditions precedent which must be satisfied, the City reserves the
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right to issue, from time to time as needed, Additional Parity Bonds for any lawful purpose. Such
Additional Parity Bonds may be issued in such form and manner as now or hereafter authorized
by the laws of the State of Texas for the issuance of evidences of indebtedness or other
instruments, and should new methods or financing techniques be developed that differ from those
now available and in normal use, the City reserves the right to employ the same in its financing
arrangements provided only that the following conditions precedent for the authorization and
issuance of the same are satisfied, to wit:
(1) The Director of Finance of the City (or other officer of
the City then having the primary responsibility for the financial affairs
of the City) shall have executed a certificate stating (a) that, to the
best of his knowledge and belief, the City is not then in default as to
any covenant, obligation or agreement contained in any ordinance or
other proceeding relating to any obligations of the City payable from
and secured by a lien on and pledge of the Net Revenues of the
System that would materially affect the security or payment of such
obligations and (b) either (i) payments into all special funds or
accounts created and established for the payment and security of all
outstanding obligations payable from and secured by a lien on and
pledge of the Net Revenues of the System have been made and that
the amounts on deposit in such special funds or accounts are the
amounts then required to be on deposit therein or (ii) the application
of the proceeds of sale of such obligations then being issued will cure
any such deficiency.
(2) The Additional Parity Bonds shall be scheduled to
mature or be payable as to principal on February 15 or August 15 (or
both) in each year the same are to be outstanding or during the term
thereof.
(3) The City has secured a certificate or opinion of a
Certified Public Accountant to the effect that, according to the books
and records of the City, the Net Earnings, for the preceding Fiscal
Year or for 12 consecutive months out of the 15 months immediately
preceding the month the ordinance authorizing th,e issuance of the
Additional Parity Bonds is adopted, are at least equal to 1.25 times
the Average Annual Debt Service for all outstanding Bonds Similarly
Secured after giving effect to the issuance of the Additional Parity
Bonds then being issued. In making a determination of the Net
Earnings, the Accountant may take into consideration a change in the
rates and charges for services and facilities afforded by the System
that became effective at least sixty (60) days prior to the last day of
the period for which Net Earnings are determined and, for purposes
of satisfying the above Net Earnings test, make a pro forma
determination of the Net Earnings of the System for the period of time
covered by his certification or opinion based on such change in rates
and charges being in effect for the entire period covered by the
Accountant's certificate or opinion.
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As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the
System after deducting the Maintenance and Operating Expenses of the System, but not
depreciation charges or expenditures which, under generally accepted accounting principles,
should be charged to capital expenditures.
SECTION 20: Refunding Bonds. The City reserves the right to issue refunding bonds to
refund all or any part of the outstanding Bonds Similarly Secured (pursuant to any law then
available) upon such terms and conditions as the City Council of the City may deem to be in the
best interest of the City and its inhabitants, and if less than all such outstanding Bonds Similarly
Secured are refunded, the conditions precedent prescribed (for the issuance of Additional Parity
Bonds) set forth in subparagraph (3) of Section 19 shall be satisfied and the Accountant's
certificate or opinion required in subparagraph (3) shall give effect to the Debt Service of the
proposed refunding bonds (and shall not give effect to the Debt Service of the Bonds Similarly
Secured being refunded following their cancellation or provision being made for their payment).
SECTION 21: Obligations of Inferior Lien and Pledge. The City hereby reserves the
right to issue obligations payable from and secured by a lien on and pledge of the Net Revenues
of the System, junior and subordinate in rank and dignity to the lien and pledge securing the
payment of the Bonds Similarly Secured, as may be authorized by the laws of the State of Texas.
SECTION 22: Maintenance and Operation - Insurance. The City covenants that the
System shall be maintained in good condition and operated in an efficient manner and at
reasonable cost. While any Bonds are Outstanding, the City agrees to maintain casualty and
other insurance on the System of a kind and in an amount customarily carried by municipal
corporations engaged in a similar type of business. Nothing in this Ordinance shall be construed
as requiring the City to expend any funds derived from sources other than the operation of the
System, but nothing herein shall be construed as preventing the City from doing so.
SECTION 23: Sale or Lease of Properties. The City, to the extent and in the manner
authorized by law, may sell or exchange for consideration representing the fair value thereof, as
determined by the City Council of the City, any property not necessary or required in the efficient
operations of the System, or any equipment not necessary or useful in the operations thereof or
which is obsolete, damaged or worn out or otherwise unsuitable for use in the operation of the
System. The proceeds "of any sale of properties of the System shall be deposited in the System
Fund.
SECTION 24: Records and Accounts. The City hereby covenants and agrees that while
any of the Bonds remain Outstanding, it will keep and maintain separate and complete records
and accounts pertaining to the operations of the System in which complete and correct entries
shall be made of all transactions relating thereto, as provided by Article 1113, V.AT.C.S. or
other applicable law. The Holders of any Bonds or any duly authorized agent or agents of such
Holders shall have the right at all reasonable times to inspect such records, accounts and data
relating thereto, and to inspect the System and all properties comprising same. The City further
agrees that following the close of each Fiscal Year, it will cause an audit of such books and
accounts to be made by an independent firm of Certified Public Accountants. Each such audit,
in addition to whatever other matters may be thought proper by the- Accountant, shall particularly
include the following:
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(a) A statement of the income and expenses of the
System for such Fiscal Year.
(b) A balance sheet for the System as of the end of such
Fiscal Year.
(c) A statement describing the sources and application of
funds of the System for such Fiscal Year.
(d) The Accountant's comments regarding the manner in
which the City has carried out the requirements of this Ordinance and
any other ordinance authorizing the issuance of Bonds Similarly
Secured and his recommendations for any changes or improvements
in the operations, records and accounts of the System.
(e) A list of insurance policies in force at the end of the
Fiscal Year covering the properties of the System, setting out as to
each policy the amount thereof, the risk covered, the name of the
insurer and the policy's expiration date.
Expenses incurred in making an annual audit of the operations of the System are to be
regarded as Maintenance and Operating Expenses. Copies of each annual audit shall be
furnished to the Executive Director of the Municipal Advisory Council of Texas at his office in
Austin, Texas, and, upon request, to the original purchaser of the Bonds and subsequent holders
or owners of any of said Bonds. The audits herein required shall be made within 120 days
following the close of each Fiscal Year insofar as is possible.
SECTION 25: Special Covenants. The City further covenants and agrees by and through
this Ordinance as follows:
(a) It has the lawful power to pledge the Net Revenues of the
System to the payment of the Bonds to the extent provided herein
and has lawfully exercised said power under the Constitution and
laws of the State of Texas, and that the Bonds issued hereunder,
together with the Previously Issued Bonds and, Additional Parity
Bonds, if issued, shall be ratably secured in such manner that no one
Bond shall have preference over any other Bond of said issues.
(b) The Net Revenues of the System have not been in any
manner pledged or encumbered to the payment of any debt or
obligation of the City or the System, save and except for the Bonds
and the outstanding "City of Wylie, Texas, Tax and Waterworks and
Sewer System (Limited Pledge) Revenue Certificates of Obligation,
Series 1990" and "City of Wylie, Texas, Tax and Waterworks and
Sewer System Surplus Revenue Refunding Bonds, Serie~ 1993".
(c) No free services of the System shall be allowed, and
should the City or any of its agents or instrumentalities make use of
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the services and facilities of the System, payment of the reasonable
value thereof shall be made by the City out of funds from sources
other than the revenues and income of the System.
(d) To the extent that it legally may, the City further covenants
and agrees that, so long as any of the Bonds or any interest thereon
are Outstanding, no franchise shall be granted for the installation or
operation of any waterworks or sewer system other than those owned
by the City, and the operation of any such system by anyone other
than this City is hereby prohibited.
(e) The City will comply with all of the terms and conditions of
any and all franchises, permits and authorizations applicable to or
necessary with respect to the System, and which have been obtained
from any governmental agency; and the City has or will obtain and
keep in full force and effect all franchises, permits, authorizations and
other requirements applicable to or necessary with respect to the
acquisition, construction, equipment, operation and maintenance of
the System.
SECTION 26: Remedy in Event of Default. In addition to all rights and remedies
provided by the laws of the State of Texas, the City covenants and agrees particularly that in the
event the City (a) defaults in payments to be made to the Bond Fund or the Reserve Fund as
required by this Ordinance or (b) defaults in the observance or performance of any other of the
covenants, conditions or obligations set forth in this Ordinance, the Holders of any of the Bonds
shall be entitled to a writ of mandamus issued by a court of proper jurisdiction, compelling and
requiring the City and its officers to observe and perform any covenant, condition or obligation
prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon
any default shall impair any such right or power, or shall be construed to be a waiver of any such
default or acquiescence therein, and every such right and power may be exercised from time to
time and as often as may be deemed expedient.
The specific remedy herein provided shall be cumulative of all other existing remedies and
the specification of such remedy shall not be deemed to be exclusive.
,
SECTION 27: Special Obligations. The Bonds are special obligations of the City payable
from the pledged Net Revenues of the System and the Holders thereof shall never have the right
to demand payment thereof out of funds raised or to be raised by taxation.
SECTION 28: Satisfaction of Obligation of City. If the City shall payor cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of the Net
Revenues of the System under this Ordinance and all other obligations of the City to the Holders
shall thereupon cease, terminate, and become void and be discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
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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 Obligations
shall have been irrevocably deposited in trust with the Paying Agent/ Registrar, or an authorized
escrow agent, which Government Obligations have been certified by an independent accounting
firm to mature as to principal and interest in such amounts and at such times as will insure the
availability, without reinvestment, of sufficient money, together with any moneys deposited
therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal
amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been
duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made) the redemption date thereof. The City covenants that no
deposit of moneys or Government Obligations will be made under this Section and no use made
of any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow
agent, and all income from Government Obligations held in trust by the Paying Agent/Registrar
or an authorized escrow agent, pursuant to this Section which is not required for the payment of
the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such
moneys have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of four (4) years after the Stated
Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held
in trust to pay shall, upon the request of the City, be remitted to the City against a written receipt
therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State
of Texas.
SECTION 29: 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 so long as any Bond remains Outstanding except as permitted in this
Section. 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 written consent of Holc;lers holding a majority in aggregate
principal amount of the Bonds Similarly Secured then outstanding affected thereby, amend, add
to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all
Holders of the Bonds then outstanding, no such amendment, addition, or rescission shall
(1) extend the time or times of payment of the principal of, premium, if any, and interest on
the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of
interest thereon, or in any other way modify the terms of payment of the principal of, premium,
if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or
(3) reduce the aggregate principal amount of Bonds required to be held by Holders for consent
to any such amendment, addition, or rescission.
SECTION 30: Mutilated - Destroyed - Lost and Stolen Bonds. In case' any Bond shall
be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
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not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof with the Paying Agent/ Registrar of evidence
satisfactory to the Paying Agent/ Registrar of the destruction, loss or theft of such Bond, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated,
or destroyed, lost or stolen.
Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost,
or stolen Bond shall constitute a replacement of the prior obligation of the City, whether or not the
mutilated, destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding
Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost, or stolen Bonds.
SECTION 31: 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 as it appears in the Security Register.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Bonds. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice,
either before or after the event with respect to which such notice is given, and such waiver shall
be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 32: Cancellation. All Bonds surrendereQ for payment, redemption, transfer or
exchange, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if
surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time
deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered
and delivered which the City may have acquired in any manner whatsoever, and all Bonds so
delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Bonds held
by the Paying Agent/Registrar shall be destroyed as directed by the City.
SECTION 33: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used
in this Section 33, the following terms have the following meanings:
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"Closing Date" means the date on which the Bonds are first
authenticated and delivered to the initial purchasers against payment
therefor.
"Code" means the Internal Revenue Code of 1986, as
amended by all legislation, if any, effective on or before the Closing
Date.
"Computation Date" has the meaning set forth in Section
1.148-1 (b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in Section
1.148-1 (b) of the Regulations, and any replacement proceeds as
defined in Section 1.148-1 (c) of the Regulations, of the Bonds.
"Investment'has the meaning set forth in Section 1.148-1 (b)
of the Regulations.
"Nonpurpose Investment" means any investment property, as
defined in section 148(b) of the Code, in which Gross Proceeds of the
Bonds are invested and which is not acquired to carry out the
governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section
1.148-1 (b) of the Regulations.
"Regulations" means any proposed, temporary, or final
Income Tax Regulations issued pursuant to Sections 103 and 141
through 150 of the Code, and 103 of the Internal Revenue Code of
1954, which are applicable to the Bonds. Any reference to any
specific Regulation shall also mean, as appropriate, any proposed,
temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the m~aning set forth in
Section 1.148-5 of the Regulations and (2) the Bonds has the
meaning set forth in Section 1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Bond to
become includable in the gross income, as defined in section 61 of the Code, of the owner thereof
for federal income tax purposes. Without limiting the generality of the foregoing, unless and until
the City receives a written opinion of counsel nationally recognized in the field of municipal bond
law to the effect that failure to comply with such covenant willilot aaversely affect the exemption
from federal income tax of the interest on any Bond, the City shall comply with each of the specific
covenants in this Section.
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(c) No Private Use or Private Payments. Except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated
Maturity of Bonds:
(1) exclusively own, operate and possess all property the
acquisition, construction or improvement of which is to be financed or
refinanced directly or indirectly with Gross Proceeds of the Bonds,
and not use or permit the use of such Gross Proceeds (including all
contractual arrangements with terms different than those applicable
to the general public) or any property acquired, constructed or
improved with such Gross Proceeds in any activity carried on by any
person or entity (including the United States or any agency,
department and instrumentality thereof) other than a state or local
government, unless such use is solely as a member of the general
public; and
(2) not directly or indirectly impose or accept any charge
or other payment by any person or entity who is treated as using
Gross Proceeds of the Bonds or any property the acquisition,
construction or improvement of which is to be financed or refinanced
directly or indirectly with such Gross Proceeds, other than taxes of
general application within the City or interest earned on investments
acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens
and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or
improved with such Gross Proceeds are otherwise tran~ferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or
use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the Cityshalr not take or ()mit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
149(b) of the Code and the Regulations and rulings thereunder.
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(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 8038-8 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 Bonds
without making the payments for the United States described in such section. Specifically, the
City warrants and represents that
(1 )
powers;
the City is a governmental unit with general taxing
(2), at least 95% of the net proceeds of the Bonds 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 Bonds
are issued is not reasonably expected to exceed $5,000,000.
(i) Elections. The City hereby directs and authorizes the Mayor, City Secretary, City
Manager and Director of Finance, individually or jointly, to make elections permitted or required
pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate
in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate
certificate, form or document.
U) 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 Bonds to be
"qualified tax exempt obligations" in that the Bonds 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 1999 will not
exceed $10,000,000.
SECTION 34: Sale of Bonds. Pursuant to a public sale for the Bonds, the bid submitted
by (herein referred to as the "p,urchasers") is declared to be the best
bid received producing the lowest true interest cost rate to the City, and the sale of the Bonds to
said Purchasers at the price of par and accrued interest to the date of delivery, plus a premium
of $ , is hereby approved and confirmed. Delivery of the Bonds to the Purchasers
shall occur as soon as possible upon payment being made therefor in accordance with the terms
of sale.
SECTION 35: Official Statement. The Official Statement prepared in the initial offering
and sale of the Bonds 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
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WYLIER.l. WI?O
circumstances under which they were made, not misleading. The use of such Official Statement
in the reoffering of the Bonds by the Purchasers is hereby approved and authorized.
SECTION 36: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, City Secretary, City Manager and Director of Finance, anyone
or more of said officials, are hereby authorized and directed to furnish and execute such
documents and certifications relating to the City and the issuance of the Bonds, including
certifications as to facts, estimates, circumstances and reasonable expectations pertaining to the
use, expenditure and investment of the proceeds of the Bonds, as may be necessary for the
approval of the Attorney General, their registration by the Comptroller of Public Accounts and the
delivery of the Bonds to the Purchasers, and, together with the City's financial advisor, bond
counsel and the Paying Agent/Registrar, make the necessary arrangements for the delivery of
the Initial Bond(s) to the Purchasers and the initial exchange thereof for definitive Bonds.
SECTION 37: Proceeds of Sale. The proceeds of sale of the Bonds, excluding the
accrued interest received from the purchasers, shall be deposited in a construction fund
maintained at the City's depository bank. Pending expenditure for authorized projects and
purposes, such proceeds of sale may be invested in authorized investments and any investment
earnings realized shall be expended for such authorized projects and purposes or deposited in
the Bond Fund as shall be determined by the City Council. Accrued interest received from the
sale of the Bonds and any excess bond proceeds, including investment earnings, remaining after
completion of all authorized projects or purposes shall be deposited to the credit of the Bond
Fund.
SECTION 38: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion is hereby authorized to be printed on the definiti~e Bonds or an executed counterpart
thereof shall accompany the global Bonds deposited with the Depository Trust Company.
SECTION 39: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving said Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 40: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
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intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar
and the Holders.
SECTION 41: 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 42: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 43: 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 Council hereby
declares that this Ordinance would have been enacted without such invalid provision.
SECTION 44: 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 45: 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.
"NRMS/R" 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 15c2-12, 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 from time to time.
(b) Annual Reports. 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, 1999) financial information and operating data with respect to the City of the
general type included in the final Official Statement approved by Section 35 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 financiaf statements ffre not available
at the time the financial information and operating data must be provided, then the City shall
provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID
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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 year, 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 Bonds, if such
event is material within the meaning of the federal securities laws:
1.
2.
3.
4.
5.
6.
Bonds;
7.
8.
9.
10.
and
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affecting the tax-exempt status of the
Modifications to rights of holders of the Bonds;
Bond calls;
Defeasances;
Release, substitution, or sale of property securing repayment of the Bonds;
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 Bonds within the meaning of the Rule, except that the City
in any event will give the notice required by subsection (c) hereof of any Bond calls and
defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to
provide any other information that may be relevant or material to a -complete pre"sentation 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
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City does not make any representation or warranty concerning such information or its usefulness
to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances resulting from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount
(or any greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the Outstanding Bonds consent to such amendment or (b) a Person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Holders and beneficial owners of the
Bonds. The provisions of this Section may also be amended from time to time or repealed by the
City if the SEC amends or repeals the applicable provisions of the Rule or a court of final
jurisdiction determines that such provisions are invalid, but only if and to the extent that
reservation of the City's right to do so would not prevent underwriters of the initial public offering
of the Bonds from lawfully purchasing or selling Bonds in such offering. If the City so amends the
provisions of this Section", it shall include with any amended ~nancial information or operating data
filed with each NRMSIR and SID pursuant to subsection (b) of this Section an explanation, in
narrative form, of the reasons for the amendment and of the impact of any change in the type of
financial information or operating data so provided.
SECTION 46: 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., Government Code, Chapter 551, as amended.
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SECTION 47: Effective Date. This Ordinance shall be in force and effect from and after
its passage on the date shown below and it is so ordained.
PASSED AND ADOPTED, this September 14, 1999.
CITY OF WYLIE, TEXAS
ATTEST:
Mayor
(City S.~.
./'l~~)/'"
: I r:.:-....
\
~,
I:~,:~*~:'>,
". !
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THE WYLIE NEWS
Covering Wylie, Sachse, Murphy and the surrounding area
110 N. Ballard St.
P.O. Box 369
Wylie, Texas 75098
(972) 442-5515
Fax (972) 442-4318
STATE OF TEXAS
COUNTY OF COLLIN
Before me, the undersigned authority, on this day personally appeared Chad Engbrock, 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 06 Wylie - O~d. # 99-26
was published in said newspaper on the following dates, to-wit:
Jan.. 5
, 2000, and
, 2000.
&
Chad Engbrock
Subscribed and sworn to before me this the 1$
to certify which witness my hand and seal of office.
day of
,2000,
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AMY C. LEWIS
MY COMMISSION EXPI
September 26.
~~
Notary ublic in and for
The State of Texas
My Commission Expires If --Z4~U{}/
ORDINANCE NO. 1}l)-26
AN ORDINA.NCE OF THE crT'
OF WYLiE /\UTHORIZINC THI
ISSU/'\NCE OF "CITY 01
WYLIE. TEXAS. WA TERWORK:
AND SEWER SYSTEM REV
ENUE BONDS. SERIES IlJl)l)"
PLEDCING THE NET REV
ENUES OF THE CITY'S WATER
WORKS AND SEWER SYSTEJ\
TO THE PAYMENT OF THl
PRINCIPAL OF AND INTERESc
ON SAID BONDS: ENACTfNC
PROVISIONS INCIDENT AN[
RELATED TO THE ISSUANCE
PA YMENT. SECURITY AN[
DELIVERY OF SAID BONDS
INCLUDING THE APPROVAL
AND EXECUTION OF A PAY
ING AGENT/REGISTRAF
AGREEMENT AND THl
APPROVAL AND DISTRIBU
TION OF AN OFFICIAL STATE
MENT PERTAINING THERETO
AND PROVIDING AN EFFEC
TIVE DATE.
ATTEST: John Mondy, Mayor
32-2t-33S