Ordinance 2022-23 ORDINANCE NO. 2 2- 3
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
LIE, TEXAS, GENERAL OBLIGATIONFUN
IMPROVEMENT , SERIES 2022," SPECIFYING THE
TERMS AND FEATURES OF S ; LEVYING A
CONTINUING C ANNUAL AD VALOREM
PAYMENT OF SAID PROVIDING FOR THE
REDEMPTIONCERTAIN OUTSTANDING OBLIGATIONS OF
THE CITY; AND RESOLVING OTHER MATTERS INCIDENT
AND RELATED TO THE ISSUANCE, SALE, PAYMENT AND
DELIVERY OF SAID BONDS,INCLUDING THE APPROVAL AND
EXECUTION OF A PAYING AGENT/REGISTRAR AGENT/REGISTRAR AGREEMENT
AND THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL
STATEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Wylie, Texas (the "City"), has heretofore
issued, sold and delivered, and there are currently outstanding obligations, to wit (hereinafter
collectively referred to as the "Refunded Obligations"):
a) City of Wylie, Texas, General Obligation Refunding Bonds, Series 2012,
dated July 15,2012, scheduled to mature on February 15 in each of the years
2026 through 2029, inclusive, and aggregating in principal amount of
$6,620,000 (the "Series 2012 Refunded Bonds");
b) City of Wylie, Texas, Public Property Finance Contractual Obligations,
Series 2012, dated July 15, 2012, scheduled to mature on February 15 in
each of the years 2025,2028 and 2032,and aggregating in principal amount
of$905,000 (the "Series 2012 PPFCOs"); and
WHEREAS, pursuant to the provisions of Texas Government Code, Chapter 1207, as
amended ("Chapter 1207"), the City Council is authorized to issue refunding bonds and deposit
the proceeds of sale directly with the place of payment for the Refunded Obligations or other
authorized depository, and such deposit, when made in accordance with said statute and the
ordinances authorizing the issuance of the Refunded Obligations, shall constitute the making of
firm banking and financial arrangements for the discharge and final payment of the Refunded
Obligations; and
WHEREAS, the City Council herby finds and determines that the Refunded Obligations
should be refunded at this time and such refunding will result in the City saving approximately
$565,632.92 in debt service payments on such indebtedness and will further provide a net present
value savings of approximately$504,869.24; and
WHEREAS, in combination with the issuance of such refunding bonds, the City Council
hereby finds and determines that general obligation bonds in the principal amount of$5,235,000
approved and authorized to be issued at an election held in the City on November 2, 2021 should
be issued and sold at this time; a summary of the bonds approved by the voters at said election,the
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288
principal amounts authorized and respective purposes therefor, amounts heretofore issued and
being issued pursuant to this ordinance and the amounts remaining to be issued subsequent hereto
being as follows:
Principal
Amount Amount Amount *Premium
Election Authorized Previously Being A lied Unissued
Date Puoose Issued $ Issued $ Balance S
11-2-2021 McMillen Dr,Park Blvd& 35,100,00 0 2,380,000 120,000 32,600,000
Ballard/Sachse Road 0
Improvements(Prop.A)
11-2-2021 General street improvements 10,000,00 0 1,905,000 95,000 8,000,000
(Prop.B) 0
11-2-2021 Downtown historic district 5,000,000 0 950,000 50,000 4,000,000
street improvements(Prop C)
Totals: 50,100,00 0 5,235,000 265,000 44,600,000
0
*Original issue premium in the amount of$120,000 allocated to the specific street improvements voted authorization in Prop. A
is applied against the specific street improvements voted authorization in Prop.A referenced in the above table and results in a total
amount of$2,500,000 being allocated to and applied against the specific street improvements voted authorization in Prop. A;
original issue premium in the amount of$95,000 allocated to the general street improvement voted authorization in Prop. B is
applied against the general street improvement voted authorization in Prop. B referenced in the above table and results in a total
amount of$2,000,000 being allocated to and applied against the general street improvement voted authorization in Prop. B and
original issue premium in the amount of$50,000 allocated to the downtown historic district street improvements voted authorization
in Prop. C is applied against the downtown historic district street improvements voted authorization in Prop. C referenced in the
above table and results in a total amount of$1,000,000 being allocated to and applied against the downtown historic district street
improvements voted authorization in Prop.C.
WHEREAS,AND the City Council hereby reserves and retains the right to issue the
balance of unissued bonds approved at said election in one or more installments when, in the
judgment of the City 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 - Desi atlon - Princi-al Amount _ Put osex General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of$12,005,00 to be designated and bear the title "CITY OF WYLIE, TEXAS,
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2022"
(hereinafter referred to as the "Bonds"), for the purposes of providing funds for (i)permanent
public improvements and public purposes, to wit: (a) developing, engineering, constructing,
reconstructing, improving, repairing, extending, expanding and enhancing McMillen Drive, Park
Boulevard and allard/Sachse Road,including sidewalks and necessary and related storm drainage
facilities and improvements, utility relocations and the acquisition of any needed land and rights-
of-way therefor, ) developing, engineering, constructing, reconstructing, improving, repairing,
extending, expanding and enhancing streets, thoroughfares, alleys and sidewalks, including
necessary and related storm drainage facilities and improvements, utility relocations and the
acquisition of any needed land and rights-of-way therefor and (c) developing, engineering,
constructing, reconstructing, improving, repairing, extending, expanding and enhancing streets,
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 2
thoroughfares, alleys and sidewalks in the Wylie downtown historic district, including necessary
and related storm drainage facilities and improvements,utility relocations, street lighting, signage,
noise abatements, traffic signalization and controls equipment and the acquisition of any needed
land and rights-of-way therefor; (ii) the discharge and final payment of certain outstanding
obligations of the City (identified in the preamble hereof and referred to as the "Refilinded
Obligations"); and (iii) to pay costs of issuance, in accordance with the Constitution and laws of
the State of Texas including Chapters 1207 and 1331,as amended,of the Texas Government Code.
SECTION 2: Fullv Reeistered Oblintions - Bond Date - Authorized Denominations -
-
Stated Maturities- _Interest Rates. The Bonds shall be issued as fully registered obligations only,
shall be dated February 15, 2022 (the "Bond Date"), shall be in denominations of$5,000 or any
integral multiple(within a Stated Maturity)thereof,and shall become due and payable on February
15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the
rates per annum in accordance with the following schedule:
Year of Principal Interest
Stated Mato: Amount ($ Rates
2023 125,000 3.000
2024 195,000 3.000
2025 200,000 3.000
2026 805,000 3.000
2027 835,000 3.000
2028 3,900,000 4.000
2029 1,985,000 4.000
2030 275,000 4.000
2031 290,000 4.000
2032 305,000 4.000
2034 545,000 3.000
2036 580,000 3.000
2038 620,000 3.000
2040 650,000 3.000
2042 695,000 3.000
The Bonds shall bear interest on the unpaid principal amounts from the date of the initial
delivery of the Bonds at the rates per annum shown above in this Section (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 until maturity or prior redemption,commencing February 15, 2023.
SECTION 3: Terms of Payment- Pa in .A_ent/R egistrar. 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
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 3
"Holders") appearing on the registration and transfer books (the "Security Register") 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 the payment of public
and private debts,and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas,Texas,to serve as Paying Agent/Registrar for the Bonds is hereby approved and confirmed.
Books and records relating to the registration, payment, exchange and transfer of the Bonds (the
"Security Register") shall at all times be kept and maintained on behalf of the City by the Paying
Agent/Registrar, all as provided herein, in accordance with the terms and provisions of a"Paying
Agent/Registrar Agreement," substantially in the forin 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 of the City are hereby authorized to execute and deliver such Paying
Agent/Registrar Agreement in connection with the delivery of the Bonds. The City covenants to
maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid and discharged,
and any successor Paying Agent/Registrar shall be a commercial bank, trust company, financial
institution or other entity qualified and authorized to serve in such capacity and perform the duties
and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the
Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by
United States Mail, first class postage prepaid, which notice shall also give the address of the new
Paying Agent/Registrar.
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 Agerit[Registrar at its designated office initially in East Syracuse, New York; or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office"). Interest on the 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 be closed, then
the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday,
legal holiday, or day when banking institutions are authorized to be closed; and payment on such
date shall have the same force and effect as if made on the original date payment was due.
In the event of a non-payment of interest on a scheduled payment date, and for thirty(30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar,if and when funds for the payment of such interest have
been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest (which shall be fifteen (15) days after the Special Record Date) shall
be sent at least five(5)business days prior to the Special Record Date by United States Mail, first
class postage prepaid,to the address of each Holder appearing on the Security Register at the close
of business on the last business day next preceding the date of mailing of such notice.
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 4
SECTION 4: Rgdem rtion.
(a) Optional Rederl R on. The Bonds having Stated Maturities on and after February
15, 2032, shall be subject to redemption prior to maturity, at the option of the City, in whole or in
part in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity
by lot by the Paying Agent/Registrar), on February 15, 2031, or on any date thereafter, at the
redemption price of par plus accrued interest to the date of redemption.
At least forty-five (45) days prior to a redemption date for the Bonds (unless a shorter
notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the
Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each Stated
Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise
the right to redeem Bonds shall be entered in the minutes of the governing body of the City.
(b) Mandatory Red rti tion. The Bonds having Stated Maturities of February 15 in the
years 2034, 2036, 2038, 2040 and 2042 (collectively, the "Term Bonds") shall be subject to
mandatory redemption in part prior to maturity at the redemption price of par and accrued interest
to the date of redemption on the respective dates and in principal amounts as follows:
Term Bonds due February 15.2034 Term Bonds due February 15s 2036
Principal Principal
Redem tio1 mate Amount( } Redg!,I tlon at Amount(S)
February 15,2033 270,000 February 15, 2035 285,000'
February 15, 2034 (maturity) 275,000 February 15, 2036 (maturity) 295,000
Tenn Bonds due FebrugU 15, 2038 Term Bonds due F bruar 15a 2040
Principal Principal
:l edern Lion nets Amount ($) Redemption Date o t.l
February 15, 2037 305,000 February 15, 2039 320,000
February 15, 2038 (maturity) 315,000 February 15, 2040 (maturity) 330,000
Term Bonds die February 15,2042
- Principal
Rde�xtion Date Amount '$
February 15, 2041 340,000
February 15, 2042 (maturity) 355,000
At least forty-five (45) days prior to the mandatory redemption date for the Term Bonds,
the Paying Agent/Registrar shall select by lot the numbers of the Term Bonds to be redeemed on
the next following February 15 from moneys set aside for that purpose in the Interest and Sinking
Fund(as hereinafter defined). Any Term Bond not selected for prior redemption shall be paid on
the date of its Stated Maturity.
The principal amount of the Tenn Bonds required to be redeemed on a mandatory
redemption date may be reduced, at the option of the City,by the principal amount of Term Bonds
which, at least fifty(50) days prior to the mandatory redemption date, (1) shall have been acquired
by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3(1001162288 5
to the date of purchase thereof,and delivered to the Paying Agent/Registrar for cancellation or (2)
shall have been redeemed pursuant to the optional redemption provisions set forth in paragraph (a)
of this Section and not theretofore credited against a mandatory redemption requirement.
(c) Selection of Bonds for Redern tiara. If less than all Outstanding Bonds 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
principal amount of such Bonds by$5,000 and shall select the Bonds, or principal amount thereof,
to be redeemed within such Stated Maturity by lot.
(d) Notice of Redem, tion. 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 as hereinabove 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 Bond (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.
(e) Conditional
ia Notice Rede, n ith respect to any optional redemption of the
)f andsemi
Agei
0
CO it'O' ' oti
Bonds, unless moneys, sufficient to pay
theprincipal
um, if any, and interest on the
Bonds to be redeemed shall have been received b he Paying nt/Registrar prior to the giving
of r emptjo , such
notice
in y state
t t
of such notice ed n h e a aytet that said redemption may, at the option of the
City, be conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior to
the date fixed for such redemption, or upon the satisfaction of any prerequisites set forth in such
notice of redemption; and, if sufficient moneys are not received, such notice shall be of no force
and effect,the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice,
in the manner in which the notice of redemption was given, to the effect that the Bonds have not
been redeemed.
SECTION 5: Re istration - Transfer - Excha ge of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 6
address of each and every owner of the Bonds issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged for
Bonds of other authorized denominations by the Holder,in person or by his duly authorized agent,
upon surrender of such Bond to the Paying Agent/Registrar at the Designated Payment/Transfer
Office for cancellation, accompanied by a written instrument of transfer or request for exchange
duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying
Agent/Registrar.
Upon surrender of any Bond(other than the Initial Bond(s)referenced in Section 8 hereof)
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, one or more
new Bonds shall be registered and issued to the assignee or transferee of the previous Holder; such
Bonds to be in authorized denominations, of like 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 Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered for
exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at
the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States
Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof,
the same shall be the valid obligations of the City, evidencing the same obligation to pay, and
entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or
exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without expense
or service charge to the Holder, except as otherwise herein provided, and except that the Paying
Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any
tax or other governmental charges required to be paid with respect to such transfer or exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of the
same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated,lost,destroyed,or stolen Bond for which a replacement Bond has been issued,registered
and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new
replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Bond called for redemption, in whole or in part, within forty-five (45)
days of the date fixed for the redemption of such Bond; provided, however, such limitation on
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 7
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of
a Bond called for redemption in part.
SECTION 6: Book-En -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
Y limited purpose trust company organized under the laws of the State of New York, in accordance
with the operational arrangements referenced in the Blanket Issuer Letter of Representations, by
and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the 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 as securities depository for the Bonds
or otherwise ceases to provide book-entry clearance and settlement of securities transactions in
general, or the City decides to discontinue use of the system of book-entry transfers through DTC,
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 Texas Government Code, Chapter 1201, as amended.
o Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c),manually executed by the Comptroller of Public
Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9(d), manually executed by an authorized officer,
employee or representative of the Paying Agent/Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly
certified, registered and delivered.
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3(1001162288
SECTION 8: Initial Bonds . The Bonds herein authorized shall be initially issued either
(i) as a single fully registered bond in the total principal amount shown 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 "InitialBond(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
e 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 Gnerally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and
the form of Assi ent to be printed on each of the Bonds, shall be substantially in the forms set
forth in this Section with such appropriate insertions, omissions,substitutions, and other variations
as are permitted or required by this Ordinance and may have such letters,numbers, or other marks
of identification (including identifying numbers and letters of the Committee on Unifo
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. 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, 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 Band.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AEICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 222
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 9
Bond Date: Interest Rate: Stated Maturity: CUSIP O:
February 15, 2022 - February 15, 20
Registered Owner:
PrincipalAmount:
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the registered owner named above,
or the registered assigns thereof, on the Stated.Maturity date specified above the Principal Amount
hereinabove stated (or so much thereof as shall not have been redeemed prior to maturity) and to
pay interest on the unpaid principal amount hereof from the interest payment date next preceding
the "Registration Date" of this Bond appearing below (unless this Bond bears a "Registration
Date's as of an interest payment date, in which case it shall bear interest from such date, or unless
the "Registration bate" of this Bond is prior to the initial interest payment date in which case it
shall bear interest from the date ofthe initial delivery of the Bonds) at the per annum rate of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on February 15 and August 15 in each year until maturity or prior redemption,
commencing February 15, 2023. Principal of this Bond is payable at its Stated Maturity or upon
its prior redemption to the registered owner hereof, upon presentation and surrender, at the
Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration
certificate appearing hereon, or its successor. Interest is payable to the registered owner of this
Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced)
whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the
close of business on the"Record Date,"which is the 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. 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 be closed, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday,legal holiday,
or day when banking institutions are authorized to be closed; and payment on such date shall have
the same force and effect as if made on the original date payment was due. All payments of
principal of, premium, if any, and interest on this Bond shall be without exchange or collection
charges to the registered owner hereof and in any coin or currency of the United States of America,
which at the time of payment is legal tender for the payment of publ c and private'debts.
This Bond is one of the series specified in its title issued in the aggregate principal amount
of$12,005,000 (herein referred to as the "Bonds") for the purposes of (i) providing funds for
permanent public improvements and public purposes, to wit: (a) developing, engineering,
constructing,reconstructing,improving,repairing,extending,expanding and enhancing McMillen
Drive, Park Boulevard and allard/ achsee Road, including sidewalks and necessary and related
storm drainage facilities and improvements, utility relocations and the acquisition of any needed
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3(1001162288 1
land and rights-oaf-way therefor, ( ) developing, engineering, constructing,, reconstructing,,
improving, repairing, extending, expanding and enhancing streets, thoroughfares, alleys and
sidewalks, including necessary and related storm drainage facilities and improvements, utility
relocations and the acquisition of any needed land and rights-of-way therefor and (c) developing,
engineering, constructing, reconstructing, improving, repairing, extending, expanding and
enhancing streets, thoroughfares, alleys and sidewalks in the Wylie downtown historic district,
including necessary and related storm drainage facilities and improvements, utility relocations,
street lighting, signage, noise abatements, traffic signalization and controls equipment and the
acquisition of any needed land and rights-of-way therefor; (ii) providing funds for the discharge
and final payment of certain outstanding obligations of the City(identified in the preamble hereof'
and referred to as the "Refunded Obligations"); and (iii) to pay costs of issuance, under and in
strict conformity with the Constitution and laws of the State of Texas,including Texas Government
Code, Chapter 1207 and Section 1331.052, as amended, and pursuant to an Ordinance adopted by
the City Council of the City(herein referred to as the "Ordinance").
The Bonds maturing on the dates hereinafter identified (collectively, the "Term Bonds")
are subject to mandatory redemption prior to maturity with funds on deposit in the Interest and
Sinking Fund established and maintained for the payment thereof in the Ordinance, and shall be
redeemed in part prior to maturity at the price of par and accrued interest thereon to the mandatary
redemption date on the respective dates and in principal amounts as follows:
Term Bonds due February 15�2034 Terrrl Bonds due February l 5, 2036
Principal Principal
Rede lion Date Amount M l edem tion Date Amount
February 15, 2033 270,000 February 15, 2035 285,000
February 15, 2034 (maturity) 275,000 February 15, 2036 (maturity) 295,000
Term Bonds due February 1 , 203 e Bonds due Fobruar 15, 040
Principal Principal
Redernntion_Date Amount l Redemption Date AmoutZt�
February 15, 2037 305,000 February 15, 2039 320,000
February 15, 2038 (maturity) 315,000 February 15, 2040 (maturity) 330,000
Term Bonds due February 15, 2042
Principal
l edernntion Date Amount l
February 15, 2041 340,000
February 15, 2042 (maturity) 355,000
The particular Term Bonds of a stated maturity to be redeemed on each redemption date
shall be chosen by lot by the Paying Agent/Registrar•,provided,however,that the principal amount
of Term Bonds for a stated maturity required to be redeemed on a mandatory redemption date may
be reduced, at the option of the City,by the principal amount of Term Bonds of like stated maturity
which,at least fifty(50)days prior to the mandatory redemption date, (1) shall have been acquired
by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest
to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation or
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 11
(2) shall have been redeemed pursuant to the optional redemption provisions appearing below and
not theretofore credited against a mandatory redemption requirement.
The Bonds maturing on and after February 15, 2032,may be redeemed prior to their Stated
Maturities, at, the option of the City, in whole or in part in principal amounts of S5,000 or any
integral multiple thereof(and if within a Stated Maturity by lot by the Paying Agent/Registrar),on
February 15,203 1,or on any,date thereafter, at the,redemption price of par, together with accrued
interest to the date of redemption.
At least thirty(30) days prior to a redemption date, the City shall cause a written notice of
such redemption to be sent by United States Mail, first class postage prepaid, to the registered
owners of each 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 this Bond(or any portion
of its principal sum) shall have been duly called for redemption and notice of such redemption
duly given, then upon the redemption date this Bond (or the portion of its principal sum to be
redeemed) shall become due and payable, and interest hereon 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 this 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
this 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 this Bond is selected for redemption, in whole or in part, the
City and the Paying Agent/Registrar shall not be required to transfer this Bond to an assignee of
the registered owner within forty-five (45) days of the redemption date therefor; provided,
however,such limitation on transferability shall not be applicable to an exchange by the registered
owner of the unredeemed balance hereof in the event of its redemption in part.
With respect to any optional redemption of the Bonds' unless moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of reds mption, such
notice may state that said redemption may,at the option of the City,be conditional upon the receipt
of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption,
or upon the satisfaction of any prerequisites set forth in such notice of redemption;and,if sufficient
moneys are not received, such notice shall be of no force and effect,the City shall not redeem such
Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of
redemption was given, to the effect that the Bonds have not been redeemed.
The Bonds are payable from the proceeds of an ad valorem tax levied,within the limitations
prescribed by law, upon all taxable property in the City. Reference is hereby made to the
Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying
Agent/Registrar, and to all of the provisions of which the registered owner of this Bond by the
acceptance hereof hereby assents, for definitions of terms; the description of and the nature and
extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 12
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the registered owners; the rights, duties, and
obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this
Bond may be discharged at or prior to its maturity or redemption, and deemed to be no longer
Outstanding thereunder; and for other terms and provisions contained therein. Capitalized terms
used herein and not otherwise defined herein have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance,maybe transferred on
the Security Register only upon its presentation and surrender at the Designated Payment/Transfer
Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar
duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on
the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity,
of authorized denominations,bearing the same rate of interest, and of the same aggregate principal
amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered
owner whose name appears on the Security Register (i) on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to
payment of principal hereof at its Stated Maturity or upon its prior redemption, in whole or in part,
and(iii) on any other date as the owner for all other purposes, and neither the City nor the Paying
Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of
nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new
record date for such interest payment (a"Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States Mail, first class postage prepaid,
to the address of each registered owner appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
It is hereby certified,recited,represented and declared that the City is a body corporate and
political subdivision duly organized and legally existing under and by virtue of the Constitution
and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all
acts, conditions and things required to exist and be done precedent to and in the issuance of the
Bonds to render the same lawful and valid obligations of the City have been properly done, have
happened and have been performed in regular and due time, form and manner as required by the
Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any
Constitutional or statutory limitation; and that due provision has been made for the payment of the
principal of and interest on the Bonds by the levy of a tax as aforestated. In case any provision in
this Bond shall be invalid, illegal, or unenforceable,the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. The terms and
provisions of this Bond and the Ordinance shall be construed in accordance with and shall be
governed by the laws of the State of Texas.
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 13
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.
CITY OF WYLIE, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(SEAL)
(c) Fonn, ofRegistration Certificate of Corn troller of Public AccoqEIL to;_qppear ort
Initial Bgdfsj only'.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC AMU T\TTQ
OFFICE OF THE
COMPTROLLER
OF PUBLIC ACCOUNTS REGISTER NO,
THE STATE OF TEXAS
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 14
(d) Form of
This Bond has been duly issued and registered 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 office of the Paying Agent/Registrar in East Syracuse, New York, is the
Designated Payment/Transfer Office for this Bond.
THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A., Dallas, Texas,
as Paying Agent/Registrar
Registration date:
By
Authorized Signature
(e) Form of Assigment,.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Print
or typewrite name, address and zip code of transferee):
(Social Security or other identifying number the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
NOTICE: The signature on this assigm-nent
must correspond with the name of the
Signature guaranteed: registered owner as it appears on the face of
the within Bond in every particular.
(f) The Initial Bonds shall be ir;4 the fo set forth in ara a h b of this Section...
exce t that the form of the sin le full re ztered Initial Bond shad be rnodified a fclloss
Heading and paragraph one shall be amended to read as follows:
REGISTERED REGISTERED
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162289 15
O. T-1 $12,005,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF YLIE, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 2022
Bond Date: February 15, 2022
Registered Owner: BOK Financial Securities, Inc.
Principal Amount: TWELVE MILLION FIVE THOUSAND DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay the registered owner named above,or
the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of
the years and in principal installments in accordance with the following schedule.
YEAR OF PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
(Information to be inserted from schedule in Section 2 hereof).
(or so much principal thereof as shall not have been redeemed prior to maturity)and to pay interest
on the unpaid principal installments hereof from the interest payment date next preceding the
"Registration Date" of this Bond appearing below (unless this Bond bears a "Registration Date"
as of an interest payment date, in which case it shall bear interest from such date, or unless the
"Registration Date" of this Bond is prior to the initial interest payment date in which case it shall
bear interest from the date of the initial delivery of the Bonds) at the per annurn rates of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on February 15 and August 15 in each year until maturity or prior redemption,
commencing February 15, 2023. Principal installments of this Bond are payable at its Stated
Maturity or on a redemption date to the registered owner hereof by The Bank of New York Mellon
Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar"), upon presentation and
surrender,at its designated offices, initially in Dallas,Texas; or, with respect to a successor paying
agent/registrar, at the designated offices of such successor (the "'Designated Payment/Transfer
Office"). Interest is payable to the registered owner of this Bond whose name appears on the
"Security Register"' maintained by the Paying Agent/Registrar at the close of business on the
"'Record Date", which is the 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. 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
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 16
city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are
authorized by law or executive order to be closed, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking
institutions are authorized to be closed; and payment on such date shall have the same force and
effect as if made on the original date payment was due. All payments of principal of,premium, if
any, and interest on this Bond shall be without exchange or collection charges to the registered
owner hereof and in any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts.
SECTION 10: Lev v of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
redemption at maturity or prior redemption or a sinking fund of 2% (whichever amount is the
greater), there is hereby levied, and there shall be annually assessed and collected in due time,
form, and manner, a tax on all taxable property in the City, within the limitations prescribed by
law, and such tax hereby levied on each one hundred dollars' valuation of taxable property in the
City for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be
ample and sufficient to provide funds each year to pay the Debt Service Requirements on said
Bonds while Outstanding; full allowance being made for delinquencies and costs of collection;
separate books and records relating to the receipt and disbursement of taxes levied, assessed and
collected for and on account of the Bonds shall be kept and maintained by the City at all times
while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service
Requirements on the Bonds shall be deposited to the credit of a"Special 2022 Bond Account" (the
"Interest and Sinking Fund")maintained on the records of the City and deposited in a special fund
maintained at an official depository of the City's funds; and such tax hereby levied, and to be
assessed and collected annually, is hereby pledged to the payment of the Bonds.
The Mayor, Mayor Pro Tem, City Secretary, City Manager, Interim City Manager,
Assistant City Manager and Finance Director, individually or jointly, are hereby authorized and
directed to cause to be transferred to the Paying Agent/Registrar for the Bonds, from funds on
deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly
each installment of interest and principal of the Bonds as the same accrues or matures or comes
due by reason of redemption prior to maturity; such transfers of funds to be made in such manner
as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each
principal and interest payment date for the Bonds.
SECTION 11: Mutilated, Destr ted Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Bond, 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.
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 17
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and pa ent of mutilated, destroyed,
lost or stolen Bonds. ym
SECTION 12: Satisfaction of r1T%I,*A,ation of C . If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, an,d interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes
levied under this Ordinance and all covenants, agreements, and other obligations of the City to the
Holders shall thereupon cease,terminate,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 anIOUnt(S) thereof at maturity or to the redemption date therefor,
together with all interest due thereon,shall have been irrevocably deposited with and held in trust
by the Paying Agent/Registrar, or an authorized escrow agent, or(ii) Government Securities shall
have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow
agent, which Government Securities have been certified by an independent accounting or
consulting firm to mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the principal of and interest on such Bonds, or the
principal amount(s)thereof, on and prior to the Stated Maturity thereof or(if notice of redemption
has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent/Registrar have been made)the redemption date thereof. The City covenants that no deposit
of moneys or Government Securities will be made under this Section and no use made of any such
deposit which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant
thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent,
and all income from Govemment Securities held in trust by the Paying Agent/Registrar, or an
authorized escrow agent, pursuant to this Section which is not required for the payment of the
Bonds, or any principal amount(s)thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furtherniore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held
in trust to pay shall upon the request of the City be remitted to the City against a written receipt
therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying
Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State
of Texas,
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 18
The term"Government Securities",as used herein,means(i) direct noncallable obligations
of the United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, (ii)noncallable obligations of an
agency or instrumentality of the United States, including obligations unconditionally guaranteed
or insured by the agency or instrumentality and, on the date of their acquisition or purchase by the
City, are rated as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent, (iii) noncallable obligations of a state or an agency or a county,
municipality, or other political subdivision of a state that have been refunded and that, on the date
of their acquisition or purchase by the City, are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent, and (iv) any other then
authorized securities or obligations under applicable law that may be used to defease obligations
such as the Bonds.
SECTION 13: Ordinance a Contract-Amendments-_0utstanding Bonds. 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 and in Section 29. The City may, without the consent of or notice to any Holders,
from time to time and at any time, amend this Ordinance in any manner not detrimental to the
interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the consent of Holders holding a majority in
aggregate principal amount of the Bonds 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 Outstanding Bonds, 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.
The term "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 canceled by the Paying Agent/Registrar or delivered to
the Paying Agent/Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with
the provisions of Section 12 hereof, and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as
provided in Section 11 hereof.
SECTION 14:'Covenants to Maintain Tax-Exent Status.
(a) Definitions. When used in this Section 14, the following terms shall have the
following meanings:
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 19
"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( ) 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 meaning set forth in Section 1.148-5 of the
Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4 of the
Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)
in a manner which if made or omitted, respectively, would cause the interest on any Bond to
become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof
for federal income tax purposes. Without limiting the generality of the foregoing, unless and until
the City receives a written opinion of counsel nationally recognized in the field of municipal bond
law to the effect that failure to comply with such covenant will not adversely affect the exemption
from federal income tax of the interest on any Bond,the City shall comply with each of the specific
covenants in this Section.
(c) 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:
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(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
(including property financed with Gross Proceeds of the Refunded
Obligations), and not use or permit the use of such Gross Proceeds
(including all contractual arrangements with terms different than
those applicable to the general public) or any property acquired,
constructed or improved with such Gross Proceeds in any activity
carried on by any person or entity (including the United States or
any agency, department and instrumentality thereof) other than, a
state or local government, unless such use is solely as a member of
the general public; and
(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 intprovement of which, is to be financed or refinanced directly or
indirectly with such Gross Proceeds (including property financed
with Gross Proceeds of the Refunded Obligations), other than taxes
of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application
for their intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code and
the Regulations and rulings thereunder,the City shall not use Gross Proceeds of the Bonds to make
or finance loans to any person or entity other than a state or local government. For purposes of the
foregoing covenant, such Gross Proceeds are considered to be"loaned"to a person or entity if: (1)
property acquired, constructed or improved with such Gross Proceeds is sold or leased to such
person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity
in or service from such property is committed to such person or entity under a take-or-pay, output
or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership,
of such Gross Proceeds or any property acquired, constructed or improved with such Gross
Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment (or
use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from
the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the
Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action
which would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of
the Code and the Regulations and rulings thereunder.
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(9) Inforrnation Re ort. The City shall timely file the information required by
Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form
and in such place as the Secretary may prescribe.
(h) Rebate of A:rbitra e profits. Except to the extent otherwise provided in
Section 148(f) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Grass proceeds(including all receipts
expenditures and investments thereof) on its books of account
separately and apart from all other finds(and receipts, expenditures
and investments thereof) and shall retain all records of accounting
for at least six years titter the day on which the last outstanding Bond
is discharged. However, to the extent permitted by law,,the City
may commingle Gross proceeds of the Bonds with other money o
the City,provided that the:City separately accounts for each receipt
and expenditure of Gross Proceeds and the obligations acquired
therewith;
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in
Section 148(f) of the Code and the Regulations and rulings
thereunder. The City shall maintain such calculations with its
official transcript of proceedings relating to the issuance of the
Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Underwriters and the loan of the money represented thereby and in
order to induce such purchase by measures designed to insure the
excludability of the interest thereon from the gross income of the
owners thereof for federal income tax purposes, the City shall pay
to the United States from the construction fund, other appropriate
fund o , if permitted by applicable Texas statute, regulation or
opinion of the Attorney General of the State of Texas, the Interest
and Sinking Fund, the amount that when added to the future value
of previous rebate payments made for the Bonds equals (i) in the
case of a Final Computation Date: as defined in Section 1.148-
3(e)(2) of the Regulations, one hundred percent (100%) of the
Rebate- Amount on such date; and (ii) in the case of any other
Computation Date, ninety percent (90%) of the Rebate Amount on
such date. In all cases, the rebate payments shall be made at the
times,in the installments,to the place and in the manner as is or may
be required by Section 148(f) of the Code and the regulations and
rulings thereunder, and shall be accompanied by Form 8038-T or
such other fonns and information as is or may be required by Section
148(f) of the Code and the Regulations and rulings thereunder.
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(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs
(2)and(3), and if an error is made,to discover and promptly correct
such error within a reasonable amount of time thereafter (and in all
events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional
Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection (h) of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arrn's length and had the Yield of the Bonds not been relevant to either
party.
0) Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds
were issued,the City reasonably expected to spend at least 85%of the spendable proceeds of such
bonds within three years after such bonds were issued and (2) not more than 50% of the proceeds
of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a
substantially guaranteed Yield for a period of 4 years or more.
(k) Current Refunding. A portion of the Bonds are a current refunding of the Refunded
Obligations in that such Refunded Obligations will be paid or redeemed within 90 days of the date
of the delivery of the Bonds.
(1) Elections. The City hereby directs and authorizes the Mayor,Mayor Pro Tem, City
Secretary, City Manager, Interim City Manager, Assistant City Manager and Finance Director,
either individually or jointly, to make elections permitted or required pursuant to the provisions of
the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds,
in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document.
SECTION 15: Sale of Bonds`- Official Statement A roval. Pursuant to a public sale for
the Bonds, the bid submitted by BOK Financial Securities, Inc. (herein referred to as the
"Underwriters") 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 Underwriters at the price of par plus a cash premium
of$1,106,480.50, is hereby determined to be in the best interests of the City and is approved and
confirmed. Delivery of the Bonds to the Underwriters shall occur as soon as possible upon
payment being made therefor in accordance with the terms of sale. The Initial Bond shall be
registered in the name as provided in the winning bid.
Furthermore, the use of the Preliminary Official Statement by the Underwriters in
connection with the public offering and sale of the Bonds is hereby ratified, confirmed and
approved in all respects. The final Official Statement, which reflects the terms of sale (together
with such changes approved by the Mayor,Mayor Pro Tern, City Secretary, City Manager, Interim
City Manager, Assistant City Manager and Finance Director, any one or more of said officials),
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shall be and is hereby in all respects approved and the Underwriters are hereby authorized to use
and distribute said final Official Statement, dated February 22, 2022, in the reoffering, sale and
delivery ofthe Bonds to the public. The Mayor and City Secretary are further authorized to execute
and deliver for and on behalf ofthe City copies of said Official Statement in final form as may be
required by the Underwriters, and such final Official Statement in the form and content executed
by said officials shall be deemed to be approved by the City Council and constitute the Official
Statement authorized for distribution and use by the Underwriters..
SECTION 16: Control and Custod, 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 Underwriters.
SECTION 17: Proceeds of Sale. Immediately following the delivery of the Bonds, the
proceeds of sale, excluding the amount to be deposited with an official depository of the City to
finance the permanent public improvements referenced in Section I hereof and that amount which
is to be used to pay the costs of issuance, shall be deposited with the paying agent for the Refunded
Obligations for the redemption of the Refunded Obligations on April 5, 2022. The proceeds of
sale of the Bondi not so deposited with the paying agent for the Refunded Obligations for the
refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance and the
aforesaid improvements. Any investment earnings realized shall be expended for such authorized
projects and purposes or deposited in the Interest and Sinking Fund. Any surplus proceeds of sale
of the Bonds, including investment earnings,remaining after completion of all authorized projects
or purposes shall be deposited to the credit of the Interest and Sinking Fund.
Additionally, on or immediately prior to the date of delivery of the Bonds to the
Underwriters, the Interim City Manager or the Finance Director shall cause to be transferred in
immediately available funds to the paying agent for the Refunded Obligations from moneys on
deposit in the interest and sinking funds for the Refunded Obligations the sum of $83,000 to
accomplish the refunding.
SECTION 18: RedemlDtion of Refunded Obli atlons.
(a) The Refunded Obligations shall be redeemed and the same are hereby called for
redemption on April 5, 2022, at the price of par'and accrued interest to the date of redemption.
The City Secretary is hereby authorized and directed to file a copy of this Ordinance,together with
suggested forms of notice of redemption to be sent to bondholders, with The Bank of New York
Mellon Trust Company, N.A. (the current paying agent/registrar for the Refunded Obligations), in
accordance with the redemption provisions applicable to such obligations; such suggested forms
of notice of redemption being attached hereto as Exhibit B-1 and -2 and incorporated herein by
reference as a part of this Ordinance for all purposes.
(b) The redemption of the Refunded Obligations described above being associated with
the refunding of such Refunded Obligations, the approval, authorization and arrangements herein
given and provided for the redemption of such Refunded Obligations on the redemption date
designated therefor and in the manner provided shall be irrevocable upon the issuance and delivery
of the Bonds; and. the City Secretary is hereby authorized and directed to make all arrangements
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necessary to notify the holders of such Refunded Obligations of the City's decision to redeem such
Refunded Obligations on the date and in the manner herein provided and in accordance with the
ordinances authorizing the issuance of the Refunded Obligations and this Ordinance.
SECTION 19: Notices to Folders -Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given(unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first class postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day next
preceding the mailing of such notice.
In any case where notice to Holders is given by mail,neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other 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 20: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange,or replacement,if surrendered to the Paying Agent/Registrar,shall be promptly canceled
by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not
already canceled, shall be promptly canceled 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 canceled by the Paying Agent/Registrar. All canceled Bonds
held by the Paying Agent/Registrar shall be returned to the City.
SECTION 21: Legal Opinion. The Underwriters' obligation to accept delivery of the
Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP approving
the Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and
payment for the Bonds. A true and correct reproduction of said opinion or an executed counterpart
thereof shall accompany the global Bonds deposited with The Depository Trust Company or a
reproduction thereof shall be printed on the definitive Bonds in the event the book-entry-only
system shall be discontinued. The City Council confirms the continuation of the engagement of
Norton Rose Fulbright US LLP as the City's bond counsel.
SECTION 22: CUSIP Nurnber . CUSIP numbers may be printed or typed on the Bonds
deposited with The Depository Trust Company or on printed definitive Bonds. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall
be of no significance or effect as regards the legality thereof and neither the City nor attorneys
approving the Bonds as to legality are to be held responsible for CUSIP numbers incorrectly
printed or typed on the definitive Bonds.
SECTION 23: 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 intended to
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104698320.3l1001162288 25
be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the
Holders.
SECTION 24: 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 25: Governing Lam. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 26: EffecLpf Headings.s. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 27: 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 28: Severabilit . If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid,the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares
that this Ordinance would have been enacted without such invalid provision.
SECTION 29: Continuing Disclosure Undertakin
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"Financial Obligation"means a(a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
"financial obligation's shall not include municipal securities as to which a final official statement
(as defined in the Rule) has been provided to the. MSRB consistent with the Rule.
" S " means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year, beginning on or after 2022, financial information and
operating data with respect to the City of the general type included udder Tables numbered 1
through 6 and S through 15 in the final Official Statement, and (2) within twelve months after the
end of each fiscal year, beginning on or after 2022, audited financial statements of the City. If
audited financial statements are not available within 12 months after the end of any fiscal year,the
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104698320.3l1001162288 26
City will provide unaudited financial statements by the required time, and audited financial
statements when and if such audited financial statements become available. Any financial
statements so provided shall be prepared in accordance with the accounting principles described
in Appendix B of the Official Statement, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and audited, if the City
commissions an audit of such statements and the audit is completed within the period during which
they must be provided.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end)prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events, The City shall provide notice of any of the following
events with respect to the Bonds to the MSRB in a timely manner and not more than ten (10)
business days after occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the City or
the sale of all or substantially all of its assets, other than in the ordinary course of
business,the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material;
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14. Appointment of a successor or additional trustee or the change of name of a trustee,
if material;
15. Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the City, any of which affect security holders, if material;
and
16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the City, any of which
reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding paragraph 12 is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City and (b) the City intends the words used in the immediately preceding paragraphs 15 and 16
in this Section to have the meanings ascribed to them in SEC Release No. 34-83885, dated August
20, 2018.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section,
(d) FifiRg),SL uvzth the MRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) -L--i—mitationsDisclaii-ners and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as,but only for so long as,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) of this Section of ally
Bond calls and defeasance that cause the City to be no longer such an"obligated person,"
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
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accordance with this Section or otherwise, except as expressly provided herein. The City does not
make any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT O
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.
o default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances that arise 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 financial
inforination or operating data next provided in accordance with 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 30: Further Procedures. Any one or more of the Mayor, Mayor Pro Te , City
Secretary, City Manager, Interim City Manager,Assistant City Manager and Finance Director are
hereby expressly authorized, empowered and directed from time to time and at any time to do and
perform all such acts and things and to execute,acknowledge and deliver in the name and on behalf
of the City all agreements, instruments, certificates or other documents,whether mentioned herein
or not, as may be necessary or desirable in order to carry out the terms and provisions of this
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Ordinance and the issuance,sale and delivery of the Bonds. In addition,prior to the initial delivery
of the Bonds, the Mayor, Mayor Pro Tem, City Secretary, City Manager, Interim City Manager,
Assistant City Manager and Finance Director or Bond Counsel to the City are each hereby
authorized and directed to approve any changes or corrections to this Ordinance or to any of the
documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal
defect, or omission in the Ordinance or such other document; or (ii) as requested by the Attorney
General of the State of Texas or his representative to obtain the approval of the Bonds by the
Attorney General. In the event that any officer of the City whose signature shall appear on any
document shall cease to be such officer before the delivery of such document, such signature
nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained
in office until such delivery.
SECTION 3 1: Inc :)oration of Findii s and Date inatioras, The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full in
this Section.
SECTION 32: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 33: Effective Date. This Ordinance shall take effect and be in full force
immediately from and after its adoption on the date hereof in accordance with the provisions of
Texas Govenunent Code, Section 1201.028, as amended.
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EXHIBIT -
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2012
Dated: July 15, 2012
NOTICE IS HEREBY GIVEN that the obligations of the above series maturing on and
after February 15, 2026, and aggregating in principal amount $6,620,000 have been called for
redemption on April 5, 2022 at the redemption price of par and accrued interest to the date of
redemption, such obligations being identified as follows:
Year of Principal CUSIP
Maturit Am Ount D$ Number
2026 600,000
2027 625,000
2028 3,670,000
2029 1,725,000
ALL SUCH OBLIGATIONS shall become due and payable on April 5, 2022, and interest
thereon shall cease to accrue from and after said redemption date and payment of the redemption
price of said obligations shall be paid to the registered owners of the obligations only upon
presentation and surrender thereof to The Bank of New York Mellon Trust Company, N.A. at its
designated offices at the following addresses:
First Class/
Registered/Certi f ted Express Delivery/Courier By Hand Only
The Bank of New York Mellon The Bank of New York The Bank of New York Mellon Trust
Trust Company,N.A. Mellon Trust Company,N.A. Company,N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse,NY 13057 East Syracuse,NY 13057 101 Barclay Street, 1st Floor East
New York,NY 10286
THIS NOTICE is issued and given pursuant to the ternis and conditions prescribed for the
redemption of said obligations and pursuant to an ordinance by the City Council of the City of
Wylie, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A.
2001 Bryan Street, 10`h Floor
Dallas, Texas 75201
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
10469320.3/1001162288 B-1
EXHIBIT B-2
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS
SERIES 2012
DATED: July 15, 2012
NOTICE IS HEREBY GIVEN that the obligations of the above series maturing on and
after February 15, 2025, and aggregating in principal amount $905,000 have been called for
redemption on April 5, 2022 at the, redemption price of par and accrued interest to the date of
redemption, such obligations being identified as follows:
Year of Principal CUSIP
Majqdty Amount L) Number
2025* 245,000
2028* 265,000
2032* 395,000
*term contracts
ALL SUCH OBLIGATIONS shall become due and payable on April 5, 2022, and interest
thereon shall cease to accrue from and after said redemption date and payment of the redemption
price of said obligations shall be paid to the registered owners of the obligations only upon
presentation and surrender thereof to The Bank of New York Mellon Trust Company, N.A. at its
designated offices at the following addresses:
First Class/
Reggistered/Certified Ex reps Deli e lCourie� Dyhgnd Only
The Bank of New York Mellon The Bank of New York The Bank of New York Mellon Trust
Trust Company,N.A. Mellon Trust Company,N.A. Company,N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse,NY 13057 East Syracuse,NY 13057 101 Barclay Street, I st Floor East
New York, NY 10286
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for the
redemption of said obligations and pursuant to an ordinance by the City Council of the City of
Wylie, Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
2001 Bryan Street, I oth Floor
Dallas, Texas 75201
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3/1001162288 ®2
PASSEDDULY V Council oft the City Wylie, Texas,
this 22nd day of February, 2022.
e
mmw
ae . Porter, Mayor
ATTEST:
Stephanie Storm, City Secretary
(City Seal)
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3l1001162288 S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGENUREGISTRAR AGREEMENT
Ordinance No.2022-23
General Obligation Refunding and Improvement Bonds,Series 2022
104698320.3l1001162288 A-1