Ordinance 2010-10 � ORDINANCE NO. 2010-10
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
WYLIE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES
OF OBLIGATION, SERIES 2010"; SPECIFYING THE TERMS AND
FEATURES OF SAID CERTIFICATES; PROVIDING FOR THE
PAYMENT OF SAID CERTIFICATES OF OBLIGATION BY THE LEVY
OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY
WITHIN THE CITY AND A LIMITED PLEDGE OF THE NET
REVENUES DERIVED FROM THE OPERATION OF THE CITY'S
WATERWORKS AND SEWER SYSTEM; PROVIDING THE TERMS
AND FEATURES OF SUCH CERTIFICATES AND RESOLVING OTHER
MATTERS INCIDENT AND RELATING TO THE ISSUANCE,
PAYMENT, SECURITY, SALE AND DELIVERY OF SAID
CERTIFICATES, INCLUDING THE APPROVAL AND EXECUTION OF
A PAYING AGENT/REGISTRAR AGREEMENT AND A BOND
PURCHASE AGREEMENT AND THE APPROVAL AND DISTRIBUTION
OF AN OFFICIAL STATEMENT PERTAINING THERETO; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, notice of the City Council's intention to issue certificates of obligation in
the maximum principal amount of $540,000 for the purpose of paying contractual obligations to
`�"' be 'rncurred for (i) the construction of public works, to wit: the construction, renovation,
improvement and equipment of City Hall facilities, and (ii) professional services rendered in
connection with such projects and the financing thereof, has been duly published in The Dallas
Morning News, a newspaper hereby found and determined to be of general circulation in the City
of Wylie, Texas, on June 24, 2010 and July 1, 2010, the date the first publication of such notice
being not less than thirty-one (31) days prior to the tentative date stated therein for the passage of
the ordinance authorizing the issuance of such certificates; and
WHEREAS, no petition protesting the issuance of the certificates of obligation and
bearing valid petition signatures of at least 5% of the qualified electors of the City, has been
presented to or filed with the Mayor, City Secretary or any other official of the City on or prior to
the date of the passage of this Ordinance; and
WHEREAS, the City Council hereby finds and determines that the certificates of
obligation described in the aforesaid notice should be issued and sold at this time in the amount
and manner as hereinafter provided;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF WYLIE, TEXAS:
SECTION 1. Authorization - Desi�nation - Principal Amount - Purpose. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
'�""'" amount of $525,000, to be designated and bear the title "CITY OF WYLIE, TEXAS,
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2010"
(hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to
be incurred for (i) the construction of public warks, to wit: the construction, renovation,
Ordinance No. 2010-10 1
improvement and equipment of City Hall facilities, and (ii) professional services rendered in �
connection with such projects and the financing thereof, pursuant to authority conferred by and
in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local
Government Code, Subchapter C of Chapter 271, as amended.
SECTION 2. Fully Re�istered Obli�ations - Authorized Denominations - Stated
Maturities - Certificate Date The Certificates are issuable in fully registered form only; shall be
dated July 15, 2010 (the "Certificate Date") and shall be in denominations of $5,000 or any
integral multiple thereof (within a Stated Maturity) and the Certificates shall become due and
payable on February 15 in each of the years and in principal amounts (the "Stated Maturities")
and bear interest at the per annum rate(s) in accordance with the following schedule:
Year of Principal Interest
Stated Maturitv Amount Rate s
2011 $ 10,000 2.00 %
2012 10,000 2.00
2013 10,000 2.00
2014 10,000 2.00
2015 10,000 2.00
2016 10,000 2.00
2017 10,000 2.50
2018 10,000 3.00
2019 10,000 3.00 ..�.,.
2020 10,000 3.00
2021 10,000 3.25
2022 100,000 3.25
2023 100,000 3.50
2024 105,000 3.50
2025 110,000 4.00
The Certificates shall bear interest on the unpaid principal amounts from the Certificate
Date at the rates per annum shown above in this Section (calculated on the basis of a 360-day
year of twelve 30-day months), and such interest shall be payable on February 15 and August 15
of each year, commencing February 15, 2011, until maturity or prior redemption.
SECTION 3. Terms of Pavment - Paving A eg n�Re ig strar. The principal of, premium,
if any, and the interest on the Certificates, due and payable by reason of maturity, redemption, or
otherwise, shall be payable only to the registered owners or holders of the Certificates
(hereinafter called the "Holders") appearing on the registration and transfer books maintained by
the Paying 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 Certificates is hereby approved and --�
confirmed. Books and records relating to the registration, payment, transfer and exchange of the
Certificates (the "Security Register") shall at all times be kept and maintained on behalf of the
City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and
Ordinance No. 2010-10 2
� provisions of a"Paying Agent/Registrar Agreement", substantially in the form attached hereto as
Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City
may prescribe. The Mayor and City Secretary are hereby authorized to execute and deliver such
Paying Agent/Registrar Agreement in connection with the delivery of the Certificates. The City
covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are
paid and discharged, and any successor Paying Agent/Registrar shall be a 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 Certificates, 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 Certificates, shall be payable at the Stated
Maturities or the redemption thereof only upon presentation and surrender of the Certificates to
the Paying Agent/Registrar at its designated offices, initially in Dallas, Texas, or, with respect to
a successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders whose names
appear in the Security Register at the close of business on the Record Date (the last business day
of the month next preceding each interest payment date) and shall be paid by the Paying
Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of
the Holder recorded in the Security Register or (ii) by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for
� the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the city where the Designated Payment/Transfer
Office of the Paying Agent/Registrar is located are authorized by law or executive order to close,
then the date far such payment shall be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on
such date shall have the same force and effect as if made on the original date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
SECTION 4. Redemption.
(a) Optional Redemption. The Certificates having Stated Maturities on and after
February 15, 2021 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, 2020, or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty five (45) days prior to a redemption
date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying
Ordinance No. 2010-10 3
Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem �
Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of
redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be
entered in the minutes of the governing body of the City.
(c) Selection of Certificates for Redemption. If less than all Outstanding Certificates
of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar
shall treat such Certificates as representing the number of Certificates Outstanding which is
obtained by dividing the principal amount of such Certificates by $5,000 and shall select the
Certificates to be redeemed within such Stated Maturity by lot.
(d) Notice of Redem�tion. Not less than thirty (30) days prior to a redemption date for
the Certificates, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Certificates,
(ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount
to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall �
become due and payable on the redemption date specified and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, provided moneys sufficient for the payment of such Certificate (or the principal
amount thereof to be redeemed) at the then applicable redemption price are held for the purpose
of such payment by the Paying Agent/Registrar and (v) specify that payment of the redemption
price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the
Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and
surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has
been called for redemption and notice of redemption has been duly given as hereinabove
provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and
payable and interest thereon shall cease to accrue from and after the redemption date therefor.
(e) Conditional Notice of Redemption. With respect to any optional redemption of the
Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest on
the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to
the giving of such notice of redemption, such notice may state that said redemption is conditional
upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for
such redemption, or upon the satisfaction of any prerequisites set forth in such notice of
redemption; and, if sufficient moneys are not received, such notice shall be of no force and
effect, the City shall not redeem such Certificates and the Paying Agent/Registrar shall give
notice, in the manner in which the notice of redemption was given, to the effect that the
Certificates have not been redeemed. ---�
SECTION 5. Re gistration - Transfer - Exchan of Certificates - Predecessor
Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security
Ordinance No. 2010-10 4
� Register the name and address of each and every owner of the Certificates issued under and
pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any
Certificate may be transferred or exchanged for Certificates of other authorized denominations
by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to
the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or
request for exchange duly executed by the Holder or by his duly authorized agent, in form
satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate (other than the Initial Certificate authorized in Section
8 hereo� for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar,
the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or
transferees, one or more new Certificates, executed on behalf of, and furnished by, the City, of
authorized denominations and having the same Stated Maturity and of a like aggregate principal
amount as the Certificate or Certificates surrendered for transfer.
At the option of the Holder, Certificates (other than the Initial Certificate(s) authorized in
Section 8 hereo� may be exchanged for other Certificates of authorized denominations and
having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal
amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be
exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever
any Certificates are so surrendered for exchange, the Paying Agent/Registrar shall register and
deliver new Certificates, executed on behalf of, and furnished by the City, to the Holder
""�"' requesting the exchange.
All Certificates issued in any transfer or exchange of Certificates 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 Certificates
surrendered in such transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made without
expense ar service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the
case may be, of the same obligation to pay evidenced by the new Certificate or Certificates
registered and delivered in the exchange or transfer therefor. Additionally, the term
"Predecessor Certificates" shall include any mutilated, lost, destroyed or stolen Certificate for
which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant
to the provisions of Section 19 hereof and such new replacement Certificate shall be deemed to
"� evidence the same obligation as the mutilated, lost, destroyed or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part, within forty-five
Ordinance No. 2010-10 5
(45) days of the date fixed for the redemption of such Certificate; provided, however, such �
limitation on transferability shall not be applicable to an exchange by the Holder of the
unredeemed balance of a Certificate called for redemption in part.
SECTION 6. Book-Entr -y Onlv Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange
of the Certificates, the City hereby approves and authorizes the use of "Book-Entry-Only"
securities clearance, settlement and transfer system provided by The Depository Trust Company,
a limited purpose trust company organized under the laws of the State of New York ("DTC"), in
accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representations by and between the City and DTC (the "Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be
deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants").
While the Certificates are held by DTC under the Depository Agreement, the Holder of the
Certificates on the Security Register for all purposes, including payment and notices, shall be
Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or
owner of each Certificate (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
Certificates or otherwise ceases to provide book-entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its �
duties as securities depository for the Certificates, the City covenants and agrees with the
Holders of the Certificates to cause Certificates to be printed in definitive form and issued and
delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Certificates in definitive form shall be assigned, transfened and exchanged on the Security
Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be
made in accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7. Execution - Registration. The Certificates shall be executed on behalf of
the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signature of said officers on the Certificates may be manual or facsimile.
Certificates bearing the manual or facsimile signatures of individuals who are or were the proper
officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the
City, notwithstanding that one or more of the individuals executing the same shall cease to be
such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect
to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in
V.T.C.A., Government Code, Chapter 1201, as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 9(c), manually executed by the
Comptroller of Public Accounts of the State of Texas, or his or her duly authorized agent, or a
certificate of registration substantially in the form provided in Section 9(d), manually executed �
by an authorized officer, employee or representative of the Paying Agent/Registrar, and either
such certificate duly signed upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly certified, registered and delivered.
Ordinance No. 2010-10 6
�- SECTION 8. Initial Certificate(s). The Certificates herein authorized shall be initially
issued either (i) as a single fully registered certificate in the total principal amount stated in
Section 1 hereof with principal installments to become due and payable as provided in Section 2
hereof and numbered T-1, or (ii) as multiple fully registered certificates with one certificate for
each year of maturity in the applicable principal amount and denomination and to be numbered
consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either
case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the
designee thereof. The Initial Certificate(s) shall be the Certificate(s) 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 Certificate(s), the Paying Agent/Registrar, pursuant to
written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial
Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized
denominations, Stated Maturities, principal amounts and bearing applicable interest rates for
transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to
and in accordance with such written instructions from the initial purchaser(s), or the designee
thereof, and such other information and documentation as the Paying Agent/Registrar may
reasonably require.
SECTION 9. Forms.
(a) Forms Generally. The Certificates, the Registration Certificate of the Comptroller
°" of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Certificates, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Certificates, or any maturities thereof, are purchased with 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 Certificates as evidenced by their execution. Any
portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Certificate.
The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed,
engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as
determined by the officers executing such Certificates as evidenced by their execution.
�
Ordinance No. 2010-10 7
(b) Form of Definitive Certificates. �
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2010
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.:
July 15, 2010 % February 15, 20_
Registered Owner:
Principal Amount: 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 to the Registered Owner named
above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal
Amount hereinabove stated (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amount hereof from the interest payment
date next preceding the "Registration Date" of this Certificate appearing below (unless this
Certificate bears a"Registration Date" as of an interest payment date, in which case it shall bear
interest from such date, or unless the "Registration Date" of this Certificate is prior to the initial
interest payment date in which case it shall bear interest from the Certificate Date) at the per
annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day
months; such interest being payable on February 15 and August 15 in each year, commencing
February 15, 201 l, until maturity or prior redemption. Principal of this Certificate is payable at
its Stated Maturity or on a redemption date to the registered owner hereof, upon presentation and
surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing
the registration certificate appearing hereon, or its successor; provided, however, while this
Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the
principal amount hereof may be accomplished without presentation and surrender of this
Certificate. Interest is payable to the registered owner of this Certificate (or one or more
Predecessar Certificates, as defined in the Ordinance hereinafter referenced) whose name
appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of
business on the "Record Date", which is the last business day of the month next preceding each —
interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent
United States Mail, first class postage prepaid, to the address of the registered owner recorded in
the Security Register or by such other method, acceptable to the Paying Agent/Registrar,
Ordinance No. 2010-10 g
� requested by, and at the risk and expense of, the registered owner. If the date for the payment of
the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a
day when banking institutions in the city where the Designated Payment/Transfer Office of the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when banking institutions are authorized to close; and payment on such date shall
have the same force and effect as if made on the original date payment was due. All payments of
principal of, premium, if any, and interest on this Certificate shall be without exchange or
collection charges to the owner hereof and in any coin or currency of the United States of
America which at the time of payment is legal tender far the payment of public and private debts.
This Certificate is one of the series specified in its title issued in the aggregate principal
amount of $525,000 (herein referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (i) the construction of public works, to wit: the
construction, renovation, improvement and equipment of City Hall facilities, and (ii) professional
services rendered in connection with such projects and the financing thereof, under and in strict
conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local
Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance
adopted by the City Council of the City (herein referred to as the "Ordinance").
The Certificates maturing on and after February 15, 2021, may be redeemed prior to their
Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or
"�"° any integral multiple thereof (and if within a Stated Maturity by lot by the Paying
Agent/Registrar), on February 15, 2020, 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 Certificate to be redeemed at the address shown on the Security Register and
subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate
(or any portion of its principal sum) shall have been duly called far redemption and notice of
such redemption duly given, then upon the redemption date such Certificate (or the portion of its
principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of
the redemption price and the interest accrued on the principal amount to be redeemed to the date
of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest
shall cease to accrue and be payable from and after the redemption date on the principal amount
redeemed.
In the event a portion of the principal amount of a Certificate is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a
new Certificate or Certificates of like maturity and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be
� issued to the registered owner, without charge. If a Certificate is selected for redemption, in
whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such
Certificate to an assignee of the registered owner within forty-five (45) days of the redemption
Ordinance No. 2010-10 9
date therefor; provided, however, such limitation on transferability shall not be applicable to an �
exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part.
With respect to any optional redemption of the Certificates, unless moneys sufficient to
pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall
have been received by the Paying Agent/Registrar prior to the giving of such notice of
redemption, such notice may state that said redemption is conditional upon the receipt of such
moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon
the satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient
moneys are not received, such notice shall be of no force and effect, the City shall not redeem
such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the
notice of redemption was given, to the effect that the Certificates have not been redeemed.
The Certificates are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and from a limited pledge of
the Net Revenues of the City's combined Waterworks and Sewer System (the "System"), such
pledge of the Net Revenues for the payment of the Certificates being limited to an amount of
$1,000 and, together with a parity pledge securing the payment of the Previously Issued
Certificates, being junior and subordinate to the lien on and pledge of such Net Revenues
securing the payment of Prior Lien Obligations now outstanding and hereafter issued by the City.
In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without
limitation as to principal amount but subject to any applicable terms, conditions or restrictions
under law or otherwise, as well as the right to issue additional obligations payable from the same .v.,
sources as the Certificates and, together with the Previously Issued Certificates and the
Certificates, equally and ratably secured by a parity lien on and pledge of the Net Revenues of
the System.
Reference is hereby made to the Ordinance, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the
owner or holder of this Certificate 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
Certificates; the nature and extent of the pledge of the Net Revenues securing the payment of the
principal of and interest on the Certificates; the terms and conditions relating to the transfer or
exchange of this Certificate; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and
the pledge of the Net Revenues and covenants made in the Ordinance may be discharged at or
prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding
thereunder; and for the other terms and provisions contained therein. Capitalized terms used
herein and not otherwise defined have the meanings assigned in the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer 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 mare new fully registered
Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of
Ordinance No. 2010-10 1 �
� interest, and of the same aggregate principal amount will be issued by the Paying
Agent/Registrar to the designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the
registered owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the
owner entitled to payment of principal hereof at its Stated Maturity or 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. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five
(5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each Holder appearing on the Security Register at the close of business
on the last business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of the Certificates is duly
authorized by law; that all acts, conditions and things required to exist and be done precedent to
"""'"° and in the issuance of the Certificates to render the same lawful and valid obligations of the City
have been properly done, have happened and have been performed in regular and due time, form
and manner as required by the Constitution and laws of the State of Texas, and the Ordinance;
that the Certificates do not exceed any Constitutional or statutory limitation; and that due
provision has been made for the payment of the principal of and interest on the Certificates by
the levy of a tax and a limited pledge of the Net Revenues of the System as aforestated. In case
any provision in this Certificate or any application thereof shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions and
applications shall not in any way be affected or impaired thereby. The terms and provisions of
this Certificate and the Ordinance shall be construed in accordance with and shall be governed
by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be
duly executed under the official seal of the City as of the Certificate Date.
�
Ordinance No. 2010-10 1 1
CITY OF WYLIE, TEXAS �
Mayor
COUNTERSIGNED:
City Secretary
(City Seal)
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Certificate(s) onlv.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER ) `"""
)
OF PUBLIC ACCOUNTS ) REGISTER NO.
)
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(d) Form of Certificate of Pavin� Agent/Registrar to appear on Definitive Certificates
onlv.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
Ordinance No. 2010-10 12
� This Certificate has been duly issued and registered under the provisions of the within
mentioned Ordinance; the certificate or certificates of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent/Registrar.
The designated office of the Paying Agent/Registrar located in Dallas, Texas, is the
"Designated Payment/Transfer Office" for this Certificate.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
Registration Date:
By
Authorized Signature
(e) Form of Assi�nment.
ASSIGNMENT
�
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee:)
(Social Security or other identifying number ) the within
Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
NOTICE: The signature on this assignment
must correspond with the name of the
Signature guaranteed: registered owner as it appears on the face
of the within Certificate in every particular.
(� The Initial Certificate(s) shall be in the form set forth in subsection (b) of this
Section except that the form of a sin�le full ��re�istered Initial Certificate shall be modified as
follows
Ordinance No. 2010-10 13
REGISTERED REGISTERED
NO. T-1 $525,000 �
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2410
Certificate Date: July 15, 2010
Registered Owner: Citigroup Global Markets Inc.
Principal Amount: FIVE HLTNDRED TWENTY-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 to 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
STATED MATURITY AMOUNT RATE(S)
(Information to be inserted from schedule in Section 2 hereo�.
(or so much thereof as shall not have been redeemed prior to maturity) and to pay interest on the
unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) of interest
specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on February 15 and August 15 of each year, commencing February 15, 2011, until
maturity or prior redemption. Principal installments of this Certificate are payable on the Stated
Maturity dates 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 its
presentation and surrender at its designated offices, initially in Dallas, Texas, or, with respect to
a successor paying agent/registrar, at the designated office of such successor (the "Designated
Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose
name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close
of business on the "Record Date", which is the last business day of the month next preceding
each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by
check sent United States Mail, first class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date
for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a
legal holiday, or a day when banking institutions in the city where the Designated �
Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to
Ordinance No. 2010-]0 14
� close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. All payments of principal of, premium, if any, and interest on this
Certificate shall be without exchange or collection charges to the owner hereof and in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
SECTION 10. Definitions. For purposes of this Ordinance and for clarity with respect to
the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net
Revenues therefor, the following words or terms, whenever the same appears herein without
qualifying language, are defined to mean as follows:
(a) The term "Certificates" shall mean the $525,000 "City of Wylie,
Texas, Combination Tax and Revenue Certificates of Obligation, Series 2010"
authorized by this Ordinance.
(b) The term "Certificate Fund" shall mean the special Fund created and
established under the provisions of Section 11 of this Ordinance.
(c) The term "City" shall mean the City of Wylie, Texas.
(d) The term "Collection Date" shall mean, when reference is being made
to the levy and collection of annual ad valorem taxes, the date annual ad valorem
.�.�.» taxes levied each year by the City become delinquent.
(e) The term "Fiscal Year" shall mean the twelve month accounting
period used by the City in connection with the operation of the System which may
be any twelve consecutive month period established by the City.
(� The term "Government Securities" shall mean (i) direct noncallable
obligations of the United States of America, including obligations the principal of
and interest on which are unconditionally guaranteed by the United States of
America, (ii) noncallable obligations of an agency or instrumentality of the United
States, including obligations unconditionally guaranteed or insured by the agency
or instrumentality and, on the date of their acquisition or purchase by the City, are
rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent and (iii) noncallable obligations of a state or
an agency or a county, municipality, or other political subdivision of a state that
have been refunded and 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.
(g) The term "Gross Revenues" shall mean all income, receipts and
revenues of every nature derived or received from the operation and ownership
(excluding refundable meter deposits, restricted gifts and grants in aid of
� construction) of the System, including earnings and income derived from the
investment or deposit of moneys in any special funds or accounts created and
established for the payment and security of the Prior Lien Obligations and other
Ordinance No. 2010-10 15
obligations payable solely from and secured only by a lien on and pledge of the ��
Net Revenues.
(h) The term "Maintenance and Operating Expenses" shall mean all
cunent expenses of operating and maintaining the System, including all salaries,
labor, materials, repairs and extensions necessary to render efficient service;
provided, however, that only such repairs and extensions, as in the judgment of
the City Council, reasonably and fairly exercised, are necessary to maintain the
operations and render adequate service to the City and the inhabitants thereof, or
such as might be necessary to meet some physical accident or condition which
would otherwise impair obligations payable from Net Revenues shall be deducted
in determining "Net Revenues". Depreciation charges shall not be considered
Maintenance and Operating Expenses. Maintenance and Operating Expenses
shall include payments under contracts for the purchase of water supply, treatment
of sewage or other materials, goods or services for the System to the extent
authorized by law and the provisions of such contract.
(i) The term "Net Revenues" shall mean Gross Revenues of the System,
with respect to any period, after deducting the System's Maintenance and
Operating Expenses during such period.
(j) The term "Outstanding", when used in this Ordinance with respect to
Certificates, shall mean, as of the date of determination, all Certificates „�
theretofore issued and delivered under this Ordinance, except:
(1) those Certificates cancelled by the Paying
Agent/Registrar or delivered to the Paying Agent/Registrar for
cancellation;
(2) those Certificates deemed to be duly paid by the City
in accordance with the provisions of Section 20 hereof; and
(3) those mutilated, destroyed, lost, or stolen Certificates
which have been replaced with Certificates registered and
delivered in lieu thereof as provided in Section 19 hereof.
(k) The term "Previously Issued Certificates" shall mean the outstanding
"City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation,
Series 2005", dated January 1, 2005, "City of Wylie, Texas, Combination Tax and
Revenue Certificates of Obligation, Series 2007B", dated December 1, 2007, and
"City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation,
Series 2008", dated July 15, 2008.
(1) The term "Prior Lien Obligations" shall mean (i) the outstanding and
unpaid (1) "City of Wylie, Texas Waterworks and Sewer System Revenue Bonds, �
Series 1999", dated September 1, 1999, and originally issued in the aggregate
principal amount of $1,380,000, (2) "City of Wylie, Texas, Waterworks and
Sewer System Revenue Bonds, Series 2000", dated August 15, 2000, and
Ordinance No. 2010-10 16
� originally issued in the aggregate principal amount of $1,720,000, and (3) "City
of Wylie, Texas, Waterworks and Sewer System Revenue Bonds, Series 2002",
dated September 15, 2002, and originally issued in the aggregate principal amount
of $1,150,000 and (ii) obligations hereafter issued which by the terms of the
authorizing ordinance are made payable from and secured by a lien on and pledge
of the Net Revenues of the System ranking prior and superior to the lien and
pledge securing the payment of the Previously Issued Certificates and the
Certificates.
(m) The term "System" shall mean all properties, facilities and plants
currently owned, operated and maintained by the City for the supply, treatment,
transmission and distribution of treated potable water and the collection, treatment
and disposal of water carried wastes, together with all future extensions,
improvements, replacements and additions thereto; provided, however, that
notwithstanding the foregoing, and to the extent now or hereafter authorized or
permitted by law, the term "System" shall not mean to include facilities of any
kind which are declared not to be a part of the System and which are acquired or
constructed by or on behalf of the City with the proceeds from the issuance of
"Special Facilities Bonds", which are hereby defined as being special revenue
obligations of the City which are not bonds but which are payable from and
secured by other liens on and pledges of any revenues, sources or payments, not
pledged to the payment of the bonds including, but not limited to, special contract
� revenues or payments received from any other legal entity in connection with
such facilities.
SECTION 11. Certificate Fund. For the purpose of paying the interest on and to provide
a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and
is hereby created a special account or fund on the books and records of the City known as the
"SPECIAL SERIES 2010 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND",
and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a
special banking account at the City's depository bank. The Mayor, Mayor Pro Tem, City
Manager, Finance Director, and City Secretary of the City, individually or collectively, are
hereby authorized and directed to make withdrawals from said Fund sufficient to pay the
principal of and interest on the Certificates as the same become due and payable, and, shall cause
to be transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund
an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates,
such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause
immediately available funds to be deposited with the Paying Agent/Registrar on or before the
last business day next preceding each interest and principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate
Fund may, at the option of the City, be invested in obligations identified in, and in accordance
with the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter
�, 2256, as amended) or other applicable laws governing the investment of interest and sinking
funds; provided that all such investments shall be made in such a manner that the money required
to be expended from the Certificate Fund will be available at the proper time or times. All
interest and income derived from deposits and investments in the Certificate Fund shall be
Ordinance No. 2010-10 17
credited to, and any losses debited to, the Certificate Fund. All such investments shall be sold �
promptly when necessary to prevent any default in connection with the Certificates.
SECTION 12. Tax Lew. To provide for the payment of the "Debt Service
Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking
fund far their redemption at maturity or a sinking fund of 2% (whichever amount shall be the
greater), there shall be and there is hereby levied, for the current year and each succeeding year
thereafter while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax
on each one hundred dollars' valuation of taxable property in said City, within the limitations
prescribed by law, adequate to pay such Debt Service Requirements, full allowance being made
for delinquencies and costs of collection; said tax shall be assessed and collected each year and
applied to the payment of the Debt Service Requirements, and the same shall not be diverted to
any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The
City Council hereby declares its purpose and intent to provide and levy a tax legally and fully
sufficient to pay the said Debt Service Requirements, it having been determined that the existing
and available taxing authority of the City for such purpose is adequate to permit a legally
sufficient tax in consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and
interest on the Certificates shall be determined and accomplished in the following manner:
(a) Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine: ,�,
(1) The amount on deposit in the Certificate Fund after (a) deducting
therefrom the total amount of Debt Service Requirements to become due on
Certificates prior to the Collection Date for the ad valorem taxes to be levied and
(b) adding thereto the amount of the Net Revenues of the System, together with
any other lawfully available revenues of the City, appropriated and allocated to
pay such Debt Service Requirements prior to the Collection Date for the ad
valorem taxes to be levied.
(2) The amount of Net Revenues of the System, together with any
other lawfully available revenues of the City, appropriated and to be set aside for
the payment of the Debt Service Requirements on the Certificates between the
Collection Date for the taxes then to be levied and the Collection Date for the
taxes to be levied during the next succeeding calendar year.
(3) The amount of Debt Service Requirements to become due and
payable on the Certificates between the Collection Date for the taxes then to be
levied and the Collection Date for the taxes to be levied during the next
succeeding calendar year.
(b) The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (3) above less the �
sum total of the amounts established in paragraphs (1) and (2), after taking into consideration
delinquencies and costs of collecting such annual taxes.
Ordinance No. 2010-10 1 g
� SECTION 13. Limited Pled�e of Net Revenues. The City hereby covenants and agrees
that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment
and security of Prior Lien Obligations, the Net Revenues of the System in an aggregate amount
not to exceed $1,000 are hereby irrevocably pledged to the payment of the principal of and
interest on the Certificates, and the limited pledge of $1,000 of the Net Revenues of the System
herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the
System in accordance with the terms and provisions hereof and shall be on an parity in all
respects with the lien on the Net Revenues securing the payment of the Previously Issued
Certificates until such time as the City shall pay all of such $1,000 after which time the pledge
shall cease hereof. Furthertnore, such lien on and pledge of the Net Revenues securing the
payment of the Certificates shall be valid and binding and fully perfected from and after the date
of adoption of this Ordinance without physical delivery or transfer or transfer of control of the
Net Revenues, the filing of this Ordinance or any other act; all as provided in Chapter 1208 of
the Texas Government Code, as amended ("Chapter 1208").
Chapter 1208 applies to the issuance of the Certificates and the limited pledge of the Net
Revenues of the System granted by the City under this Section 13, and such limited pledge is
therefore valid, effective and perfected. If Texas law is amended at any time while the
Certificates are Outstanding such that the limited pledge of the Net Revenues of the System
granted by the City under this Section 13 is to be subject to the filing requirements of Chapter 9,
Texas Business & Commerce Code, as amended, then in order to preserve to the registered
owners of the Certificates the perfection of the security interest in said limited pledge, the City
� agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, as
amended, and enable a filing to perfect the security interest in said limited pledge to occur.
SECTION 14. Svstem Fund. The City hereby covenants and agrees that all Gross
Revenues (excluding earnings from the investment of money held in any special funds or
accounts created for the payment and security of Prior Lien Obligations) shall be deposited as
collected into a fund maintained at an official depository of the City and known on the books of
the City as the "Water and Sewer System Fund" (hereinafter called the "System Fund"). All
moneys deposited to the credit of the System Fund shall be allocated, appropriated and budgeted
to the extent required for the following purposes and in the order of priority shown, to wit:
First: To the payment of all necessary and reasonable Maintenance and
Operating Expenses as defined herein or required by statute to be a
first charge on and claim against the Gross Revenues thereof.
Second: To the payment of all amounts required to be deposited in the special
Funds created and established for the payment, security and benefit of
Prior Lien Obligations in accordance with the terms and provisions of
the ordinances authorizing the issuance of Prior Lien Obligations.
Third: Equally and ratably, to the payment of the limited amounts pledged to
`�`" the payment of the Previously Issued Certificates and the Certificates.
Ordinance No. 2010-10 19
Any Net Revenues remaining in the System Fund after satisfying the foregoing ,_,,,,,
payments, or making adequate and sufficient provision for the payment thereof, may be
appropriated and used for any other City purpose now or hereafter permitted by law.
SECTION 15. Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent required by the laws of Texas for the
security of public funds, and moneys on deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
SECTION 16. �ecial Covenants. The City hereby further covenants as follows:
(1) It has the lawful power to pledge the Net Revenues of the System
to the payment of the Certificates in the manner herein contemplated and has
lawfully exercised such power under the Constitution and laws of the State of
Texas, including said power existing under V.T.C.A, Government Code, Sections
1502.56 and 1502.58 and V.T.C.A., Local Government Code, Sections 271.041,
et seq.
(2) Other than for the payment of the outstanding Prior Lien
Obligations, the Previously Issued Certificates and the Certificates, the Net
Revenues of the System have not in any manner been pledged to the payment of
any debt or obligation of the City or of the System. _,_,
SECTION 17. Issuance of Prior Lien Obli�ations and Additional Paritv Obli at�. The
City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without
limitation as to principal amount but subject to any terms, conditions or restrictions applicable
thereto under law or otherwise, and such Prior Lien Obligations hereafter issued may be payable,
in whole or in part, from the Net Revenues (without impairment of the obligation of contract
with the Holders of the Certificates) upon such terms and secured in such manner as the City
Council may determine. Additionally, the City reserves the right without any limitations or
restrictions to issue additional obligations payable (in whole or in part) from and secured by lien
on and pledge of the Net Revenues of the System of equal rank and dignity with the lien on and
pledge of such Net Revenues securing the payment of the Previously Issued Certificates and the
Certificates.
SECTION 18. Application of Prior Lien Obligations Covenants and Agreements. It is
the intention of this governing body and accordingly hereby recognized and stipulated that the
provisions, agreements and covenants contained herein bearing upon the management and
operations of the System, and the administering and application of revenues derived from the
operation thereof, shall to the extent possible be harmonized with like provisions, agreements
and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations,
and to the extent of any irreconcilable conflict between the provisions contained herein and in
the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements
and covenants contained therein shall prevail to the extent of such conflict and be applicable to ._..
this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred
thereby to the holders of the Prior Lien Obligations. Notwithstanding the above, any change or
modification affecting the application of revenues derived from the operation of the System shall
Ordinance No. 2010-10 2�
�. not impair the obligation of contract with respect to the pledge of revenues herein made for the
payment and security of the Certificates.
SECTION 19. Mutilated - Destroyed - Lost and Stolen Certificates. In case any
Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may
execute and deliver a replacement Certificate of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed,
lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder
thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of
the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof
and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory
to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated
with such indemnity and with the preparation, execution and delivery of a replacement
Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement and
payment of mutilated, destroyed, lost or stolen Certificates.
�
SECTION 20. Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the
pledge of taxes levied under this Ordinance and the Net Revenues of the System (to the extent
such pledge of Net Revenues shall not have been discharged or terminated by prior payment of
principal of or interest on the Certificates) and all covenants, agreements, and other obligations
of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when (i) money sufficient to pay
in full such Certificates or the principal amount(s) thereof at maturity or the redemption date
therefor, together with all interest due thereon, shall have been irrevocably deposited with and
held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an
authorized escrow agent, which Government Securities have been certified by an independent
accounting 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 Certificates, or
the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of
redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to
the Paying 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 Certificates to be treated as "arbitrage bonds"
within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or
regulations adopted pursuant thereto.
Ordinance No. 2010-10 21
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow �
agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or
an authorized escrow agent, pursuant to this Section which is not required for the payment of the
Certificates, or any principal amount(s) thereof, or interest thereon with, respect to which such
moneys have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Certificates and remaining unclaimed for a period of three (3) years after the
Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited
and are held in trust to pay shall upon the request of the City be remitted to the City against a
written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from
the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws
of the State of Texas.
SECTION 21. Ordinance a Contract - Amendments. This Ordinance shall constitute a
contract with the Holders from time to time, be binding on the City, and shall not be amended or
repealed by the City so long as any Certificate remains Outstanding except as permitted in this
Section and in Section 37 hereo£ The City may, without the consent of or notice to any Holders,
from time to time and at any time, amend this Ordinance in any manner not detrimental to the
interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the consent of Holders holding a majority in
aggregate principal amount of the Certificates then Outstanding, amend, add to, or rescind any of
the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding
Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of .._„
payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal
amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give
any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal
amount of Certificates required to be held by Holders for consent to any such amendment,
addition, or rescission.
SECTION 22. Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Certificates are first authenticated and
delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the
Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, �
of the Certificates.
"Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations.
Ordinance No. 2010-10 22
,�.. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of
the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to
carry out the governmental purposes of the Certificates.
"Rebate Amount" has the meaning set forth in Section L 148-1(b) of the Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations issued
pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code
of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall
also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations and (2) the Certificates has the meaning set forth in Section 1.148-4 of the
Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of,
or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction
or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a
manner which if made or omitted, respectively, would cause the interest on any Certificate to
become includable in the gross income, as defined in section 61 of the Code, of the owner
thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless
,�.. and until the City receives a written opinion of counsel nationally recognized in the field of
municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Certificate, the City shall
comply with each of the specific covenants in this Section.
(c) No Private Use or Private Pa�. 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 Certificates:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Certificates, 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
thereo� 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 ar accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Certificates or any property the acquisition, construction or improvement of
� which is to be financed or refinanced directly or indirectly with such Gross
Proceeds, other than taxes of general application within the City or interest earned
on investments acquired with such Gross Proceeds pending application for their
intended purposes.
Ordinance No. 2010-10 23
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and the �
Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed
or improved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at 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 Certificates directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates.
(� Not Federallv Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Certificates to be federally guaranteed within the meaning of
section 149(b) of the Code and the Regulations and rulings thereunder. ._,.,
(g) Information Report. The City shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038 G or such other
form and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section
148(� of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereo� on its books of account separately
and apart from all other funds (and receipts, expenditures and investments
thereo� and shall retain all records of accounting for at least six years after the
day on which the last Outstanding Certificate is discharged. However, to the
extent permitted by law, the City may commingle Gross Proceeds of the
Certificates with other money of the City, provided that the City separately
accounts for each receipt and expenditure of Gross Proceeds and the obligations
acquired therewith.
(2) Not less frequently than each Computation Date, the City shall
calculate the Rebate Amount in accordance with rules set forth in section 148(�
of the Code and the Regulations and rulings thereunder. The City shall maintain
such calculations with its official transcript of proceedings relating to the issuance �
of the Certificates until six years after the final Computation Date.
Ordinance No. 2010-] 0 24
�. (3) As additional consideration for the purchase of the Certificates by
the Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the City shall pay to the United States from the construction fund,
the general fund, or other appropriate fund or, if permitted by applicable Texas
statute, regulation or opinion of the Attorney General of the State of Texas, the
Certificate Fund, the amount that when added to the future value of previous
rebate payments made for the Certificates equals (i) in the case of a Final
Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one
hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case
of any other Computation Date, ninety percent (90%) of the Rebate Amount on
such date. In all cases, the rebate payments shall be made at the times, in the
installments, to the place and in the manner as is or may be required by section
148(� of the Code and the Regulations and rulings thereunder, and shall be
accompanied by Form 8038-T or such other forms and information as is or may
be required by Section 148(� of the Code and the Regulations and rulings
thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a ,
""`° reasonable amount of time thereafter (and in all events within one hundred eighty
(180) days after discovery of the error), including payment to the United States of
any additional Rebate Amount owed to it, interest thereon, and any penalty
imposed under Section 1.148 3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the
earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Certificates not been
relevant to either party.
(j) Elections. The City hereby directs and authorizes the Mayor, City Manager,
Finance Director and City Secretary, individually or jointly, to make elections permitted or
required pursuant to the provisions of the Code or the Regulations, as they deem necessary or
appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar
or other appropriate certificate, form ar document.
(k) Qualified Tax Exem�t Obli atg ions. In accordance with the provisions of paragraph
(3) of subsection (b) of Section 265 of the Code, the City hereby designates the Certificates to be
"qualified tax exempt obligations" in that the Certificates are not "private activity bonds" as
"""" defined in the Code, and the reasonably anticipated amount of "qualified tax -exempt
obligations" to be issued by the City (including all subordinate entities of the City) for the
calendar year in which the Certificates are issued will not exceed $30,000,000.
Ordinance No. 2010-10 25
SECTION 23. Sale of Certificates. The sale of the Certificates authorized by this
�
Ordinance to Citigroup Global Markets Inc. and Morgan Keegan & Company, Inc. (jointly, the
"Purchasers") in accordance with the Bond Purchase Agreement, dated July 27, 2010 (the "Bond
Purchase Agreement"), attached hereto as Exhibit B and incorporated herein by reference as a
part of this Ordinance for all purposes. The Mayor or Mayor Pro Tem are hereby authorized and
directed to execute the Bond Purchase Agreement for and on behalf of the City and as the act and
deed of this City Council, and in regard to the approval and execution of the Bond Purchase
Agreement, the City Council hereby finds, determines and declares that the representations,
warranties and covenants of the City contained in the Bond Purchase Agreement are true and
correct in all material respects and shall be honored and performed by the City.
SECTION 24. Official Statement. The use of the Preliminary Official Statement by the
Purchasers in connection with the public offering and sale of the Certificates 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 Tem, Finance Director or
City Manager, any one or more of said officials), shall be and is hereby in all respects approved
and the Purchasers are hereby autharized to use and distribute said final Official Statement, dated
July 27, 2010, in the reoffering, sale and delivery of the Certificates to the public. The Mayar or
Mayor Pro Tem and City Secretary are further authorized to deliver for and on behalf of the City
copies of said Official Statement in final form as may be required by the Purchasers, and such
final Official Statement in the form and content authorized to be delivered by said officials shall
be deemed to be approved by the City Council and constitute the Official Statement authorized
for distribution and use by the Purchasers. °
SECTION 25. Proceeds of Sale. The proceeds of sale of the Certificates, excluding the
accrued interest received from the Purchasers and amounts to pay costs of issuance, shall be
deposited in a construction fund maintained at the City's depository bank or used to pay costs of
issuance. Pending expenditure for autharized projects and purposes, such proceeds of sale may
be invested in authorized investments in accordance with the provisions of V.T.C.A.,
Governfnent Code, Chapter 2256, as amended, including guaranteed investment contracts
permitted by V.T.C.A., Section 2256.015 et seq., and the City's investment policies and
guidelines, and any investment earnings realized may be expended for such authorized projects
and purposes or deposited in the Certificate Fund as shall be determined by the City Council.
Accrued interest as well as all surplus proceeds of sale of the Certificates, including investment
earnings, remaining after completion of all authorized projects or purposes shall be deposited to
the credit of the Certificate Fund.
SECTION 26. Control and Custodv of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending the sale of
the Certificates, the investigation by the Attorney General of the State of Texas, including the
printing and supply of definitive Certificates, and shall take and have charge and control of the
Initial Certificate(s) pending the approval thereof by the Attorney General, the registration
thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers.
SECTION 27. Notices to Holders - Waiver. Wherever this Ordinance provides for notice --
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
Ordinance No. 2010-10 26
.� 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 Certificates. 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 28. Cancellation. All Certificates surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be
promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying
Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying
Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for
cancellation any Certificates previously certified or registered and delivered which the City may
have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly
cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying
Agent/Registrar shall be returned to the City.
«�- SECTION 29. Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of
the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P.,
Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and
delivered as of the date of delivery and payment for the Certificates. An executed counterpart of
said opinion shall accompany the global certificates deposited with DTC or a reproduction
thereof shall be printed on the definitive Certificates in the event the book-entry-only system
shall be discontinued.
SECTION 30. CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Certificates shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving the Certificates as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 31. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is
intended to be and shall be for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 32. Inconsistent Provisions. All ordinances, orders ar 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.
Ordinance No. 2010-10 27
SECTION 33. Governing Law. This Ordinance shall be construed and enforced in �
accordance with the laws of the State of Texas and the United States of America.
SECTION 34. Effect of Headin�s. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 35. 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 36. Severabilitv. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 37. Continuin� Disclosure Undertakin
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 12, as amended from time to time. �--�-
"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 ending in or after 2010, financial information and
operating data with respect to the City of the general type included in the final Official Statement
approved in Section 24 of this Ordinance, being the information described in Exhibit C hereto,
and (2) if not provided as part of such financial information and operating data, audited financial
statements of the City, when and if available. Financial statements to be provided shall be
(1) prepared in accordance with the accounting principles described in Exhibit C hereto and
(2) audited, if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided.
If 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) Material Event Notices. The City shall notify the MSRB, in a timely manner, of _....
any of the following events with respect to the Certificates, if such event is material within the
meaning of the federal securities laws:
Ordinance No. 2010-10 2g
�. (1) Principal and interest payment delinquencies;
(2) Non-payment related defaults;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit ar liquidity providers, or their failure to perform;
(6) Adverse tax opinions or events affecting the tax-exempt status of the Certificates;
(7) Modifications to rights of holders of the Certificates;
(8) Certificate calls;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Certificates;
and
(11) Rating changes.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB. All financial infortnation, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
•� (e) Limitations. Disclaimers and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the
City remains an"obligated person" with respect to the Certificates within the meaning of the
Rule, except that the City in any event will give the notice required by subsection (c) of this
Section of any Certificate calls and defeasance that cause the City to be no longer such an
"obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
"�` PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
Ordinance No. 2010-10 29
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything 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 Certificates in the primary offering of the
Certificates in compliance with the Rule, taking into account any amendments or interpretations
of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either
(a) the Holders of a majority in aggregate principal amount (or any greater amount required by
any other provision of this Ordinance that authorizes such an amendment) of the Outstanding
Certificates consent to such amendment or (b) a Person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially impair
the interests of the Holders and beneficial owners of the Certificates. The provisions of this
Section may also be amended from time to time or repealed by the City if the SEC amends or
repeals the applicable provisions of the Rule or a court of 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 Certificates from lawfully ,�,,,
purchasing or selling Certificates in such offering. If the City so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided
pursuant to subsection (b) of this Section an explanation, in narrative form, of the reasons for the
amendment and of the impact of any change in the type of financial information or operating
data so provided.
SECTION 38. Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Finance Director and City Secretary are hereby expressly authorized, empowered and
directed from time to time and at any time to do and perform all such acts and things and to
execute, acknowledge and deliver in the name and on behalf of the City all agreements,
instruments, certificates ar other documents, whether mentioned herein or not, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance and the
issuance of the Certificates. In addition, prior to the initial delivery of the Certificates, the
Mayor, Mayor Pro Tem, City Manager, Finance Director or Bond Counsel to the City are each
hereby authorized and directed to approve any changes or corrections to this Ordinance or to any
of the documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity,
formal defect or omission in this Ordinance or such other document; or (ii) as requested by the
Attorney General of the State of Texas or his representative to obtain the approval of the
Certificates by the Attorney General and if such officer or counsel determines that such changes
are consistent with the intent and purpose of this Ordinance, which determination shall be final.
In the event that any officer of the City whose signature shall appear on any document shall
cease to be such officer before the delivery of such document, such signature nevertheless shall ---�
be valid and sufficient for all purposes the same as if such officer had remained in office until
such delivery.
Ordinance No. 2010-10 3�
.,.�.. SECTION 39. Incorporation of Findin�s and Determinations. 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 40. Public Meetin�. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 41. 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
V.T.C.A., Government Code, Section 1201.028, as amended.
_>
�,
.
a :�
. .. a �.. :�..
. � � , ����• ^��. �
� �
.- .iw� ..:: .
w...W.
Ordinance No. 2010-10 31
PASSED AND ADOPTED, this July 27, 2010. „�
CITY OF WYLIE, TEXAS
� ,� �
, �
��
Mayor
ATTEST:
Ci Secretary
,. .�:OF i�'p��
`S'' !�'
(City
��•
. ,�1�7�
90117730. I/ 11006351 S-1