Ordinance 2012-20ORDINANCE NO. 2012-20
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
WYLIE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2012 9.); SPECIFYING THE TERMS AND FEATURES OF
SAID BONDS; LEVYING A CONTINUING DIRECT ANNUAL AD
VALOREM TAX FOR THE PAYMENT OF SAID BONDS;
PROVIDING FOR THE REDEMPTION OF CERTAIN
OUTSTANDING OBLIGATIONS OF THE CITY; AND
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO
THE ISSUANCE, SALE, PAYMENT AND DELIVERY OF SAID
BONDS, INCLUDING THE APPROVAL AND EXECUTION OF A
PAYING AGENT/REGISTRAR AGREEMENT, A BOND
PURCHASE AGREEMENT AND A SPECIAL ESCROW
AGREEMENT AND THE APPROVAL AND DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL
STATEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Wylie, Texas (the "City ") has heretofore
issued, sold and delivered, and there are currently outstanding obligations totaling in original
principal amount $7,448,309 of the following issues or series (hereinafter collectively referred to
as the "Refunded Obligations "), to wit:
(1) City of Wylie, Texas, General Obligation Bonds, Series 2002, dated
September 15, 2002, maturing on February 15 in the years 2013 through 2022, and aggregating
in the principal amount of $1,555,000 (the "Series 2002 Refunded Bonds ");
(2) City of Wylie, Texas, Public Property Finance Contractual Obligations, Series
200:5, dated September 1, 2005, being a portion of such obligations maturing on August 1, 2013
through February 1, 2016, and aggregating in the principal amount of $548,209 (the "Series 2005
Refunded Contracts ");
(3) City of Wylie, Texas, General Obligation Bonds, Series 2006, dated March 15,
2006, being a portion of such bonds maturing on February 15 in each of the years 2014 through
2022, and aggregating in the principal amount of $3,230,000 (the "Series 2006 Refunded
Bonds ");
(4) City of Wylie, Texas, Public Property Finance Contractual Obligations, Series
2007, dated June 15, 2007, maturing on February 15 in the years 2013 through 2021, and
aggregating in the principal amount of $460,100 (the "Series 2007 Refunded Contracts "); and
(5) City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation,
Series 2007B, dated December 1, 2007, maturing on February 15 in the years 2014 through
2028, and aggregating in the principal amount of $1,655,000 (the "Series 2007B Refunded
Certificates "); and
WHEREAS, pursuant to the provisions of V.T.C.A., Government Code, Chapter 1207,
the City Council is authorized to issue refunding bonds and deposit the proceeds of sale directly
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
with the place of payment for the Refunded Obligations, or other authorized depository, and such
deposit, when made in accordance with said statute, shall constitute the making of firm banking
and financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the City Council hereby finds and determines it is in the best interests of the
City to refund the Refunded Obligations to restructure the debt service requirements of such
Refunded Obligations, and such refunding should be undertaken notwithstanding that the
aggregate amount of payments to be made under the refunding obligations herein authorized
exceeds the aggregate amount of payments that would have been made under the terms of the
Refunded Obligations had the refunding not occurred by a maximum amount of $ and
results in a net present value savings of approximately $ ;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF WYLIE, TEXAS:
SECTION 1: Authorization - Designation - Principal Amount - Purpose. General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of $ to be designated and bear the title "CITY OF WYLIE, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012" (hereinafter referred to as
the "Bonds "), for the purpose of providing funds for the discharge and final payment of certain
outstanding obligations of the City (identified in the preamble hereof and referred to as the
"Refunded Obligations ") and to pay costs of issuance, in accordance with the Constitution and
laws of the State of Texas, including V.T.C.A., Government Code, Chapter 1207, as amended.
SECTION 2: Fully Registered Obligations - Bond Date - Authorized Denominations -
Stat:ed Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations only,
shall be dated July 15, 2012 (the "Bond Date "), shall be in denominations of $5,000 or any
integral multiple (within a Stated Maturity) thereof, and shall become due and payable
semiannually on February 15 in each of the years and in principal amounts (the "Stated
Maturities ") in accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate (s)
2013
2014
2015
2016
2026
2027
2028
2029
The Bonds shall bear interest on the unpaid principal amounts from the Bond Date at the
rate(s) per annum shown above in this Section (calculated on the basis of a 360 -day year of
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General Obligation Refunding Bonds, Series 2012
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twelve 30 -day months). Interest on the Bonds shall be payable on February 15 and August 15 in
each year, commencing February 15, 2013, until maturity or prior redemption.
SECTION 3: Terms of Payment - Paving A eg nt/Re ig strar. The principal of, premium,
if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders ") appearing on the registration and transfer books maintained by the Paying
Agent /Registrar and the payment thereof shall be in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas to serve as Paying Agent /Registrar for the Bonds is hereby approved and
confirmed. Books and records relating to the registration, payment, transfer and exchange of the
Bonds (the "Security Register ") shall at all times be kept and maintained on behalf of the City by
the Paying Agent /Registrar, as provided herein and in accordance with the terms and provisions
of a "Paying Agent /Registrar Agreement ", substantially in the form attached hereto as
Exhibit A, and such reasonable rules and regulations as the Paying Agent /Registrar and the City
may prescribe. The Mayor or Mayor Pro Tem and City Secretary are authorized to execute and
deliver such Paying Agent /Registrar Agreement in connection with the delivery of the Bonds.
The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds
are paid and discharged, and any successor Paying Agent /Registrar shall be a commercial bank,
trust: company, financial institution or other entity qualified and authorized to serve in such
capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the
Paying Agent /Registrar for the Bonds, the City agrees to promptly cause a written notice thereof
to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall
also give the address of the new Paying Agent /Registrar.
Principal of and premium, if any, on the Bonds, shall be payable at the Stated Maturities
or on a date of earlier redemption thereof only upon presentation and surrender of the Bonds to
the Paying Agent/Registrar at its designated offices, initially in East Syracuse, New York, or,
with respect to a successor Paying Agent/Registrar, at the designated offices of such successor
(the "Designated Payment/Transfer Office "). Interest on the Bonds shall be paid to the Holders
whose names appear in the Security Register at the close of business on the Record Date (the last
business day of the month next preceding each interest payment date) and shall be paid by the
Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the
address of the Holder recorded in the Security Register or (ii) by such other method, acceptable
to the Paying Agent /Registrar, requested by, and at the risk and expense of, the Holder. If the
date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a
legal holiday, or a day when banking institutions in the city where the Designated
Payment /Transfer Office of the Paying Agent /Registrar is located are authorized by law or
executive order to 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.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
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 from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States Mail,
first class postage prepaid, to the address of each Holder appearing on the Security Register at
the close of business on the last business day next preceding the date of mailing of such notice.
SECTION 4: Redemption.
(a) Optional Redemption. The Bonds maturing on and after February 15, 2026, 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, 2022 or on any date thereafter at the
redemption price of par plus accrued interest to the date of redemption.
(b) Exercise of Redemption Option. At least forty -five (45) days prior to a
redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent /Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of
redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be
entered in the minutes of the governing body of the City. -
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent /Registrar shall
treal' such Bonds as representing the number of Bonds Outstanding which is obtained by dividing
the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount
thereof, to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and any
notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the Designated Payment /Transfer Office of the Paying
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General Obligation Refunding Bonds, Series 2012
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K _ Agent /Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to prior redemption, and has been called for redemption, and notice of redemption
thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof
to be redeemed) shall become due and payable and interest thereon shall cease to accrue from
and after the redemption date therefor; provided moneys sufficient for the payment of such Bond
(or of the principal amount thereof to be redeemed) at the then applicable redemption price are
held for the purpose of such payment by the Paying Agent /Registrar.
(e) Conditional Notice of Redemption. With respect to any optional redemption of
the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on
the Bonds to be redeemed shall have been received by the Paying Agent /Registrar prior to the
giving of such notice of 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 Bonds and the Paying Agent /Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not
been redeemed.
SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged
for Bonds of other authorized denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied
by a. written instrument of transfer or request for exchange duly executed by the Holder or by his
duly authorized agent, in form satisfactory to the Paying Agent /Registrar.
Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 8
hereof) for transfer at the Designated Payment /Transfer Office of the Paying Agent /Registrar, the
Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of authorized denominations and having the same Stated
Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer.
At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated
Payment /Transfer Office of the Paying Agent /Registrar. Whenever any Bonds are surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment /Transfer Office of the Paying Agent /Registrar or sent by United
States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery
thereof, the same shall be the valid obligations of the City, evidencing the same obligation to
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General Obligation Refunding Bonds, Series 2012
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pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other governmental charges required to be paid with respect to such transfer or
exchange.
Bonds cancelled by reason of an exchange or transfer pursuant to the provisions hereof
are hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of
the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered, and delivered in lieu thereof pursuant to the provisions of Section I I hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent /Registrar shall be required to issue or transfer to an
assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Bond; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called
for redemption in part.
SECTION 6: Book -Entry -Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer /exchange
of the Bonds, the City hereby approves and authorizes the use of "Book- Entry-Only" securities
clearance, settlement and transfer system provided by The Depository Trust Company, 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
Representation, by and between the City and DTC (the "Depository Agreement ").
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants ").
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond
(the; "Beneficial Owners ") being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Bonds
or otherwise ceases to provide book -entry clearance and settlement of securities transactions in
general or the City determines that DTC is incapable of properly discharging its duties as
securities depository for the Bonds, the City covenants and agrees with the Holders of the Bonds
to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued
and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the
Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
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maintained by the Paying Agent /Registrar and payment of such Bonds shall be made in
accordance with the provisions of Sections 3, 4 and 5 hereof.
SECTION 7: Execution - Registration. The Bonds shall be executed on behalf of the
City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City
Secretary. The signature of said officers on the Bonds may be manual or facsimile. Bonds
bearing the manual or facsimile signatures of individuals who are or were the proper officers of
the City on the Bond Date shall be deemed to be duly executed on behalf of the City,
notwithstanding that such individuals or either of them shall cease to hold such offices at the
time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in
subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Government
Code, Chapter 1201, as amended.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 9(c), manually executed by the Comptroller of
Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9(d), manually executed by an authorized officer,
employee or representative of the Paying Agent /Registrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered, and delivered.
- SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued
either (i) as a single fully registered bond in the aggregate principal amount of the Bonds with
principal installments to become due and payable as provided in Section 2 hereof and numbered
T -1, or (ii) as multiple fully registered bonds, being one bond for each year of maturity in the
applicable principal amount and denomination and to be numbered consecutively from T -1 and
upward (hereinafter called the "Initial Bond(s)") and, in either case, the Initial Bond(s) shall be
registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s)
shall be the Bond(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
Bond(s), the Paying Agent /Registrar, pursuant to written instructions from the initial
purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and
exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal
amounts and bearing applicable interest rates for transfer and delivery to the Holders named at
the addresses identified therefor; all pursuant to and in accordance with such written instructions
from the initial purchaser(s), or the designee thereof, and such other information and
documentation as the Paying Agent /Registrar may reasonably require.
SECTION 9: Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent /Registrar,
and the form of Assignment to be printed on each of the Bonds, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
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General Obligation Refunding Bonds, Series 2012
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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
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Bonds as evidenced by their execution. Any portion
of the text of any Bonds may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(b) Form of Definitive Bonds.
REGISTERED REGISTERED
NO.. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2012
Bond Date: Interest Rate: Stated Maturity CUSIP No:
July 15, 2012 % February 15, 20
Registered Owner:
Principal Amount:
The City of Wylie (hereinafter referred to as the "City "), a body corporate and political
subdivision 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 Bond appearing below (unless this Bond
bears a "Registration Date" as of an interest payment date, in which case it shall bear interest
from such date, or unless the "Registration Date" of this Bond is prior to the initial interest
payment date in which case it shall bear interest from the Bond 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,
2013, until maturity or prior redemption. Principal of this Bond shall be payable at its Stated
Maturity or on a redemption date to the Registered Owner hereof upon presentation and
surrender at the designated offices of the Paying Agent /Registrar executing the registration
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
certificate appearing hereon, initially in Dallas, Texas, or, with respect to a successor Paying
Agent/Registrar, at the designated offices of such successor (the "Designated Payment /Transfer
Office "). Interest is payable to the registered owner of this Bond (or one or more Predecessor
Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security
Register" maintained by the Paying Agent /Registrar at the close of business on the "Record
Date ", which is the last business day of the month next preceding each interest payment date, and
interest shall be paid by the Paying Agent /Registrar by check sent United States Mail, first class
postage prepaid, to the address of the registered owner recorded in the Security Register or by
such other method, acceptable to the Paying Agent /Registrar, requested by, and at the risk and
expense of, the registered owner. If the date for the payment of the principal of or interest on the
Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city
where the Designated Payment /Transfer Office of the Paying Agent/Registrar is located are
authorized by law or executive order to 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 Bond shall be without exchange or collection charges to the owner
hereof and in any coin or currency of the United States of America which at the time of payment
is legal tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $ (herein referred to as the "Bonds ") for the purpose of providing funds for the
discharge and final payment of certain outstanding obligations of the City (identified in the
preamble of the Ordinance (defined below) and referred to as the "Refunded Obligations ") and to
pay costs of issuance, under and in strict conformity with the Constitution and laws of the State
of Texas and pursuant to an Ordinance adopted by the City Council of the City (herein referred
to as the "Ordinance ").
The Bonds maturing on and after February 15, 2026, 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, 2022, or on any date thereafter, at the redemption price of par,
together with accrued interest to the date of redemption.
At least thirty days prior to the date fixed for any redemption of Bonds, the City shall
cause a written notice of such redemption to be sent by United States Mail, first class postage
prepaid, to the registered owners of each Bond to be redeemed at the address shown on the
Security Register and subject to the terms and provisions relating thereto contained in the
Ordinance. If a Bond (or any portion of its principal sum) shall have been duly called for
redemption and notice of such redemption duly given, then upon such redemption date such
Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and
interest thereon shall cease to accrue from and after the redemption date therefor; provided
moneys for the payment of the redemption price and the interest on the principal amount to be
redeemed to the date of redemption are held for the purpose of such payment by the Paying
Agent /Registrar.
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General Obligation Refunding Bonds, Series 2012
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In the event a portion of the principal amount of a Bond is to be redeemed and the
registered owner is someone other than Cede & Co., payment of the redemption price of such
principal amount shall be made to the registered owner only upon presentation and surrender of
such Bond to the Designated Payment /Transfer Office of the Paying Agent /Registrar, and a new
Bond or Bonds of like maturity and interest rate in any authorized denominations provided by
the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the
registered owner, without charge. If a Bond is selected for redemption, in whole or in part, the
City and the Paying Agent /Registrar shall not be required to transfer such Bond to an assignee of
the registered owner within 45 days of the redemption date therefor; provided, however, such
limitation on transferability shall not be applicable to an exchange by the registered owner of the
unredeemed balance of a Bond redeemed in part.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent /Registrar prior to the giving of such notice of 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 Bonds and
the Paying Agent /Registrar shall give notice, in the manner in which the notice of redemption
was given, to the effect that the Bonds have not been redeemed.
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment /Transfer Office of the
Paying Agent /Registrar, and to all of the provisions of which the owner or holder of this Bond by
the acceptance hereof hereby assents, for definitions of terms; the description of and the nature
and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or
supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment /Transfer Office of the Paying Agent /Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds
of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the Paying Agent /Registrar to the
designated transferee or transferees.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
10
The City and the Paying Agent /Registrar, and any agent of either, shall treat the
registered owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or
in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the
Paying Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. In the
event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter,
a new record date for such interest payment (a "Special Record Date ") will be established by the
Paying Agent /Registrar, if and when funds for the payment of such interest have been received
from the City. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 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 Bonds is duly authorized by
law; that all acts, conditions and things required to exist and be done precedent to and in the
issuance of the Bonds to render the same lawful and valid obligations of the City have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that
the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and interest on the Bonds by the levy of a tax as
aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Bond Date.
COIUNTERSIGNED:
City Secretary
(City Seal)
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
CITY OF WYLIE, TEXAS
Mayor
11
(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on
Initial Bond(s) only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER )
OF PUBLIC ACCOUNTS ) REGISTER NO.
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Bond has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
only.
Comptroller of Public Accounts
of the State of Texas
(d) Form of Certificate of Paving Agent/Registrar to appear on Definitive Bonds
REGISTRATION CERTIFICATE OF PAYING AGENT /REGISTRAR
This Bond has been duly issued and registered under the provisions of the
within - mentioned Ordinance; the bond or bonds of the above entitled and designated series
originally delivered having been approved by the Attorney General of the State of Texas and
registered by the Comptroller of Public Accounts, as shown by the records of the Paying
Agent /Registrar.
The designated offices of the Paying Agent /Registrar in East Syracuse, New York is the
"Designated Payment /Transfer Office" for this Bond.
Registration date:
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
Dallas, Texas,
as Paying Agent /Registrar
12
go
Authorized Signature
(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee):
(Social Security or other identifying number
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
the within
attorney to transfer the within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature guaranteed:
NOTICE: The signature on this
assignment must correspond with the
name of the registered owner as it
appears on the face of the within
Bond in every particular.
(f) The Initial Bond(s) shall be in the form set forth in subsection (b) of this Section,
except that the heading and paragraph one of the form of the single fully registered Initial Bond
shall be modified as follows:
REGISTERED
NO. T -1
REGISTERED
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2012
Bond Date: July 15, 2012
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, the Principal Amount hereinabove stated on February 15
in each of the years and in principal installments in accordance with the following schedule:
STATED PRINCIPAL INTEREST
MATURITY INSTALLMENTS RATE
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
13
(Information to be inserted from schedule in Section 2 hereof)
(or so much principal thereof as shall not have been redeemed prior to maturity) and to pay
interest on the unpaid Principal Amount hereof from the Bond Date at the per annum rates of
interest specified above computed on the basis of a 360 -day year of twelve 30 -day months; such
interest being payable on February 15 and August 15 in each year, commencing February 15,
2013, until maturity or prior redemption. Principal installments of this Bond 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 East Syracuse, New York, 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 Bond
whose name appears on the "Security Register" maintained by the Paying Agent /Registrar at the
close of business on the "Record Date ", which is the last business day of the month next
preceding each interest payment date, and interest shall be paid by the Paying Agent /Registrar by
check sent United States Mail, first class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method, acceptable to the Paying
Agent /Registrar, requested by, and at the risk and expense of, the registered owner. If the date
for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal
holiday, or a day when banking institutions in the 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 Bond shall be without
exchange or collection charges to the owner hereof and in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment of public and
private debts.
SECTION 10: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
payment at maturity or redemption or a sinking fund of 2% (whichever amount is the greater),
there is hereby levied, and there shall be annually assessed and collected in due time, form, and
manner, a tax on all taxable property in the City, within the limitations prescribed by law, and
such tax hereby levied on each one hundred dollars' valuation of taxable property in the City for
the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample
and sufficient to provide funds each year to pay the principal of and interest on said Bonds while
Outstanding; full allowance being made for delinquencies and costs of collection; separate books
and records relating to the receipt and disbursement of taxes levied, assessed and collected for
and on account of the Bonds shall be kept and maintained by the City at all times while the
Bonds are Outstanding, and the taxes collected for the payment of the Debt Service
Requirements on the Bonds shall be deposited to the credit of a "Special 2012 Bond Account"
(the "Interest and Sinking Fund ") maintained on the records of the City and deposited in a
special fund maintained at an official depository of the City's funds; and such tax hereby levied,
and to be assessed and collected annually, is hereby pledged to the payment of the Bonds.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
14
x The Mayor, Mayor Pro Tem, City Manager, Finance Director and City Secretary of the
City., any one or more of said officials, are hereby authorized and directed to cause to be
transferred to the Paying Agent /Registrar for the Bonds, from funds on deposit in the Interest and
Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest
and principal of the Bonds as the same accrues or matures or comes due by reason of redemption
prior to maturity; such transfers of funds to be made in such manner as will cause collected funds
to be deposited with the Paying Agent /Registrar on or before each principal and interest payment
date for the Bonds.
SECTION 11: Mutilated - Destroyed - Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent /Registrar may execute and deliver a
replacement Bond of like form and tenor, and in the same denomination and bearing a number
not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in
lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the
City and after (i) the filing by the Holder thereof with the Paying Agent /Registrar of evidence
satisfactory to the Paying Agent /Registrar of the destruction, loss or theft of such Bond, and of
the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of
indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar
harmless. All expenses and charges associated with such indemnity and with the preparation,
execution and delivery of a replacement Bond shall be borne by the Holder of the Bond
mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 12: Satisfaction of Obligation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge
of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the
City to the Holders shall thereupon cease, terminate, and be discharged and satisfied.
Bonds or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor,
together with all interest due thereon, shall have been irrevocably deposited with and held in trust
by the Paying Agent /Registrar, or an authorized escrow agent, or (ii) Government Securities
shall have been irrevocably deposited in trust with the Paying Agent /Registrar, or an authorized
escrow agent, which Government Securities have been certified by an independent accounting
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
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
15
therewith, if any, to pay when due the principal of and interest on such Bonds, or the principal ,
amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has
been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent /Registrar have been made) the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use made of
any such deposit which would cause the Bonds to be treated as "arbitrage bonds" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
Any moneys so deposited with the Paying Agent /Registrar, or an authorized escrow
agent, and all income from 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
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent /Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity or applicable redemption date of the Bonds (for which 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.
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 an agency or instrumentality of the United States of America and, on the date of
their acquisition or purchase by the City, are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent, (iii) noncallable
obligations of a state or an agency or a county, municipality, or other political subdivision of a
state that have been refunded and that, on the date of their acquisition or purchase by the City,
are rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent and (iv) any other then authorized securities or obligations that may be
used to defease obligations such as the Bonds under the then applicable laws of the State of
Texas.
SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This
Ordinance shall constitute a contract with the Holders from time to time, be binding on the City,
and shall not be amended or repealed by the City so long as any Bond remains Outstanding
except as permitted in this Section and in Section 29 hereof. The City may, without the consent
of or notice to any Holders, from time to time and at any time, amend this Ordinance in any
manner not detrimental to the interests of the Holders, including the curing of any ambiguity,
inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of
Holders holding a majority in aggregate principal amount of the Bonds then Outstanding, amend,
add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of
all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
16
the time or times of payment of the principal of, premium, if any, and interest on the Bonds,
reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon,
or in any other way modify the terms of payment of the principal of, premium, if any, or interest
on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the
aggregate principal amount of Bonds required to be held by Holders for consent to any such
amendment, addition, or rescission.
The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(1) those Bonds cancelled by the Paying Agent /Registrar or delivered
to the Paying Agent /Registrar for cancellation;
(2) those Bonds deemed to be duly paid by the City in accordance with
the provisions of Section 12 hereof, and
(3) those mutilated, destroyed, lost, or stolen Bonds which have been
replaced with Bonds registered and delivered in lieu thereof as provided in
Section 11 hereof.
SECTION 14: Covenants to Maintain Tax - Exempt Status.
(a) Definitions. When used in this Section 14, the following terms have the
following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148 -1(b) of
the Regulations, and any replacement proceeds as defined in Section 1.148 -1(c) of
the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
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"Rebate Amount" has the meaning set forth in Section 1.148 -1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds.
Any reference to any specific Regulation shall also mean, as appropriate, any
proposed, temporary or final Income Tax Regulation designed to supplement,
amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148 -5
of the Regulations and (2) the Bonds has the meaning set forth in Section 1.148 -4
of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use
of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any
Bond to become includable in the gross income, as defined in section 61 of the Code, of the
owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,
unless and until the City receives a written opinion of counsel nationally recognized in the field
of municipal bond law to the effect that failure to comply with such covenant will not adversely
affect the exemption from federal income tax of the interest on any Bond, the City shall comply
with each of the specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall at all times prior to the last
Stated Maturity of Bonds:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed with
Gross Proceeds of the Refunded Obligations), and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds
(including property financed with Gross Proceeds of the Refunded Obligations),
other than taxes of general application within the City or interest earned on
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
18
investments acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if. (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income tax
purposes; (2) capacity in or service from such property is committed to such person or entity
under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed
or unproved with such Gross Proceeds are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of
the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the
final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment
(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the Bonds to be federally guaranteed within the meaning of section
149(b) of the Code and the Regulations and rulings thereunder.
(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
148j) of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account separately
and apart from all other funds (and receipts, expenditures and investments
thereof) and shall retain all records of accounting for at least six years after the
day on which the last Outstanding Bond is discharged. However, to the extent
permitted by law, the City may commingle Gross Proceeds of the Bonds with
other money 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(f)
of the Code and the Regulations and rulings thereunder. The City shall maintain
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
19
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
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 out of the Interest and Sinking
Fund or its general fund, as permitted by applicable Texas statute, regulation or
opinion of the Attorney General of the State of Texas, the amount that when
added to the future value of previous rebate payments made for the Bonds equals
(i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of
the Regulations, one hundred percent (100 %) of the Rebate Amount on such date;
and (ii) in the case of any other Computation Date, ninety percent (90 %) of the
Rebate Amount on such date. In all cases, the rebate payments shall be made at
the times, in the installments, to the place and in the manner as is or may be
required by section 148(f) of the Code and the Regulations and rulings
thereunder, and shall be accompanied by Form 8038 -T or such other forms and
information as is or may be required by Section 148(f) 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 Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of this
Section because such transaction results in a smaller profit or a larger loss than would have
resulted if the transaction had been at arm's length and had the Yield of the Bonds not been
relevant to either party.
0) 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 Bonds, in the Certificate as to Tax Exemption or similar or
other appropriate certificate, form or document.
(k) Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the
Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds
of such bonds within three years after such bonds were issued and (2) not more than 50% of the
Ordinance No.2012 -20
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proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments
having a substantially guaranteed Yield for a period of 4 years or more.
(1) Not An Advance Refunding. The Bonds are a current refunding of the Series
2002 Refunded Bonds (the "Current Refunded Obligations ") in that the Current Refunded
Obligations are to be paid and redeemed in full within 90 days of the delivery date of the Bonds.
(m) Qualified Advance Refunding. The Bonds are issued in part to refund the Series
2005 Refunded Contracts, the Series 2006 Refunded Bonds, the Series 2007 Refunded Contracts
and the Series 2007B Refunded Certificates (collectively, the "Advance Refunded Obligations "),
and the Bonds will be issued more than 90 days before the redemption of the Advance Refunded
Obligations. The City represents as follows:
(1) The Bonds are the first advance refunding of the Advance
Refunded Obligations within the meaning of section 149(d)(3) of the Code.
(2) The Advance Refunded Obligations are being called for
redemption, and will be redeemed not later than the earliest dates on which such
issues may be redeemed.
(3) The initial temporary period under section 148(c) of the Code will
end: (i) with respect to the proceeds of the Bonds not later than 30 days after the
date of issue of the Bonds; and (ii) with respect to proceeds of the Advance
Refunded Obligations on the Closing Date if not ended prior thereto.
(4) On and after the date of issue of the Bonds, no proceeds of the
Advance Refunded Obligations will be invested in Nonpurpose Investments
having a Yield in excess of the Yield on such Advance Refunded Obligations.
(5) The Bonds are being issued for the purposes stated in the preamble
of this Ordinance. There is a present value savings associated with the refunding.
In the issuance of the Bonds the City has neither: (i) overburdened the tax - exempt
bond market by issuing more bonds, issuing bonds earlier or allowing bonds to
remain outstanding longer than reasonably necessary to accomplish the
governmental purposes for which the Bonds were issued; (ii) employed on
"abusive arbitrage device" within the meaning of Section 1.148 -10(a) of the
Regulations; nor (iii) employed a "device" to obtain a material financial
advantage based on arbitrage, within the meaning of Section 149(d)(4) of the
Code apart from savings attributable to lower interest rates and reduced debt
service payments in early years
(n) (Qualified Tax Exempt Obligations. In accordance with the provisions of
paragraph (3) of subsection (b) of Section 265 of the Code, the City hereby designates the Bonds
to be "qualified tax exempt obligations" in that the Bonds are not "private activity bonds" as
defined in the Code and the reasonably anticipated amount of "qualified tax exempt obligations"
to be issued by the City (including all subordinate entities of the City) for the calendar year 2012
will not exceed $10,000,000.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
21
SECTION 15: Sale of Bonds - Official Statement Approval. The Bonds authorized by
this Ordinance are hereby sold by the City to BOSC, Inc. and SAMCO Capital Markets, Inc.
(jointly, the "Purchasers ") in accordance with the Bond Purchase Agreement, dated July 24,
2012 (the "Purchase Agreement "), attached hereto as Exhibit B and incorporated herein by
reference as a part of this Ordinance for all purposes, and the City has determined and does
determine that the terms of such Purchase Agreement are in the City's best interests. The Mayor
or Mayor Pro Tem are hereby authorized and directed to execute said 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 Purchase Agreement, the City Council hereby finds, determines
and declares that the representations, warranties and agreements of the City contained in the
Purchase Agreement are true and correct in all material respects and shall be honored and
performed by the City.
Furthermore, the use of the Preliminary Official Statement by the Purchasers in
connection with the public offering and sale of the Bonds is hereby ratified, confirmed and
approved in all respects. The final Official Statement, which reflects the terms of sale (together
with such changes approved by the Mayor, Mayor Pro 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 authorized to use and distribute said final Official Statement, dated
July 24, 2012, in the reoffering, sale and delivery of the Bonds to the public. The Mayor 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 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 16: Special Escrow Agreement Approval and Execution. The "Special
Escrow Agreement" (the "Agreement ") by and between the City and The Bank of New York
Mellon Trust Company, N.A., Dallas, Texas (the "Escrow Agent "), attached hereto as Exhibit C
and incorporated herein by reference as a part of this Ordinance for all purposes, is hereby
approved as to form and content, and such Agreement in substantially the form and substance
attached hereto, together with such changes or revisions as may be necessary to accomplish the
refunding or benefit the City, is hereby authorized to be executed by the Mayor or Mayor Pro
Tem and City Secretary for and on behalf of the City and as the act and deed of this City
Council; and such Agreement as executed by said officials shall be deemed approved by the City
Council and constitute the Agreement herein approved.
Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are
hereby authorized and directed to make the necessary arrangements for the purchase of the
escrowed securities referenced in the Agreement and the delivery thereof to the Escrow Agent on
the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "SPECIAL
2012 CITY OF WYLIE, TEXAS, REFUNDING BOND ESCROW FUND" (the "Escrow
Fund "); all as contemplated and provided in V.T.C.A., Government Code, Chapter 1207, as
amended, this Ordinance and the Agreement.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
22
SECTION 17: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
SECTION 18: Proceeds of Sale. Immediately following the delivery of the Bonds,
proceeds of sale in the sum of (i) $ shall be deposited to the credit of the Escrow Fund and
(ii) $ shall be deposited to the credit of the Interest and Sinking Fund. The balance of the
proceeds of sale of the Bonds shall be expended to pay costs of issuance and bond insurance
premium, and any excess amount budgeted for such purpose shall be deposited to the credit of
the Interest and Sinking Fund.
[Additionally, on or immediately prior to the date of the delivery of the Bonds, a City
official listed in Section 30 hereof shall cause to be transferred in immediately available funds to
the 'Escrow Agent from moneys on deposit in the interest and sinking funds maintained for the
payment of the Refunded Obligations the sum of $ to accomplish the refunding.]
SECTION 19: Redemption of Refunded Obligations.
(a) The Series 2002 Refunded Bonds shall be redeemed and the same are hereby
called for redemption on August 30, 2012, at the price of par and accrued interest to the date of
redemption. The City Secretary is hereby authorized and directed to file a copy of this
Ordinance, together with a suggested form of notice of redemption to be sent to bondholders,
with The Bank of New York Mellon Trust Company, N.A. (successor paying agent /registrar to
JPIV[organ Chase Bank), in accordance with the redemption provisions applicable to such bonds;
such suggested form of notice of redemption being attached hereto as Exhibit D and
incorporated herein by reference as a part of this Ordinance for all purposes.
(b) The Series 2005 Refunded Contracts shall be redeemed and the same are hereby
called for redemption on February 1, 2013, at the price of par and accrued interest to the date of
redemption. The City Secretary is hereby authorized and directed to file a copy of this
Ordinance, together with a suggested form of notice of redemption to be sent to contractholders,
with American National Bank of Texas, Wylie, Texas, in accordance with the redemption
provisions applicable to such contracts; such suggested form of notice of redemption being
attached hereto as Exhibit E and incorporated herein by reference as a part of this Ordinance for
all purposes.
(c) Series 2006 Refunded Bonds shall be redeemed and the same are hereby called
for redemption, with a portion of the 2014 through 2016 maturities being defeased and paid on
their respective maturity dates and a portion of the 2017 through 2022 maturities being called for
redemption on February 15, 2016, at the price of par and accrued interest to the date of
redemption. The City Secretary is hereby authorized and directed to file a copy of this
Ordinance, together with a suggested form of notice of redemption to be sent to bondholders,
with The Bank of New York Mellon Trust Company, N.A. (successor paying agent /registrar to
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
23
Chase Bank of Texas, National Association), in accordance with the redemption provisions
applicable to such bonds; such suggested form of notice of redemption being attached hereto as
Exhibit F and incorporated herein by reference as a part of this Ordinance for all purposes.
(d) The Series 2007 Refunded Contracts shall be redeemed and the same are hereby
called for redemption, with the 2013 maturity being defeased and paid on its maturity date and
the 2014 through 2021 maturities being called for redemption on February 15, 2013, at the price
of par and accrued interest to the date of redemption. The City Secretary is hereby authorized
and directed to file a copy of this Ordinance, together with a suggested form of notice of
redemption to be sent to contractholders, with American National Bank of Texas, Wylie, Texas,
in accordance with the redemption provisions applicable to such contracts; such suggested form
of notice of redemption being attached hereto as Exhibit G and incorporated herein by reference
as a part of this Ordinance for all purposes.
(e) The Series 2007B Refunded Certificates shall be redeemed and the same are
hereby called for redemption on February 15, 2013, at the price of par and accrued interest to the
date of redemption. The City Secretary is hereby authorized and directed to file a copy of this
Ordinance, together with a suggested form of notice of redemption to be sent to
certificateholders, with American National Bank of Texas, Wylie, Texas, in accordance with the
redemption provisions applicable to such certificates; such suggested form of notice of
redemption being attached hereto as Exhibit H and incorporated herein by reference as a part of
this Ordinance for all purposes.
The redemption of the Refunded Obligations described above being associated with the
refunding of such Refunded Obligations, the approval, authorization and arrangements herein
given and provided for the redemption of such Refunded Obligations on the redemption dates
designated therefor and in the manner provided shall be irrevocable upon the issuance and
delivery of the Bonds; and the City Secretary is hereby authorized and directed to make all
arrangements necessary to notify the holders of such Refunded Obligations of the City's decision
to redeem such Refunded Obligations on the dates and in the manner herein provided and in
accordance with the ordinances authorizing the issuance of such Refunded Obligations and this
Ordinance.
SECTION 20: Notices to Holders - Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
24
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 21: Cancellation. All Bonds 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 Bonds
previously certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying
Agent /Registrar. All cancelled Bonds held by the Paying Agent /Registrar shall be returned to
the City.
SECTION 22: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final legal opinion of Fulbright & Jaworski L.L.P.
approving such Bonds as to their validity, said opinion to be dated and delivered as of the date of
delivery and payment for such Bonds. A true and correct reproduction of said opinion is hereby
authorized to be printed on the definitive Bonds or an executed counterpart thereof shall
accompany the global Bonds deposited with DTC.
SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving the Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 24: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, the Paying
Agent /Registrar and the Holders.
SECTION 25: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 26: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 27: Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 28: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
25
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 29: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB (1) within six
months after the end of each fiscal year, beginning in or after 2012, financial information and
operating data with respect to the City of the general type included in the Official Statement and
described in Exhibit I 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. Any financial
statements so provided shall be prepared in accordance with the accounting principles described
in Exhibit I hereto, or such other accounting principles as the City may be required to employ
from time to time pursuant to state law or regulation, and audited, if the City commissions an
audit of such statements and the audit is completed within the period during which they must be
provided.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The City shall provide notice of any of the following
events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business
days after occurrence of the event:
1. Principal and interest payment delinquencies;
2. Non - payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -
TEB), or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
26
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the City, which shall
occur as described below;
13. The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of its assets, other than in the ordinary course
of business, the entry into of a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material.
For these purposes, any event described in the immediately preceding subsection (c)(12)
is considered to occur when any of the following occur: the appointment of a receiver, fiscal
agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or
in any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
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 information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give the notice required by subsection (c) hereof of any Bond calls
and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
27
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 Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances resulting from a
change in legal requirements, a change in law, or a change in the identity, nature, status, or type
of operations of the City, but only if (1) the provisions of this Section, as so amended, would
have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule, taking into account any amendments or interpretations of the Rule to
the date of such amendment, as well as such changed circumstances, and (2) either (a) the
Holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the
interests of the Holders and beneficial owners of the Bonds. The provisions of this Section may
also be amended from time to time or repealed by the City if the SEC amends or repeals the
applicable provisions of the Rule or a court of final jurisdiction determines that such provisions
are invalid, but only if and to the extent that reservation of the City's right to do so would not
prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or
selling Bonds in such offering. If the City so amends the provisions of this Section, it shall
include with any amended financial 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 30: 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
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
28
directed from time to time and at any time to do and perform all such acts and things and to
execute, acknowledge and deliver in the name and on behalf of the City all agreements,
instruments, certificates or other documents, whether mentioned herein or not, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance and the
issuance of the Bonds. In addition, prior to the initial delivery of the Bonds, 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 Bonds 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.
SECTION 31: Incorporation of Findings 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 32: Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 33: Bond Insurance. The Bonds have been sold with the principal of and
interest thereon being insured by Assured Guaranty Municipal Corp.
SECTION 34: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter 551, as amended.
SECTION 35: Effective Date. This Ordinance shall take effect and be in full force from
and after its final adoption on the date shown below in accordance with V.T.C.A., Government
Code, Section 1201.028.
[Remainder of page left blank intentionally]
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
29
PASSED AND ADOPTED, this July 24, 2012.
ATTEST:
--..e 2r"�5z
City Secretary
(City Seal)
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
CITY OF WYLIE, TEXAS
Mayor
S -1
r
S4nr OF t8it-000e,
EXHIBIT A
PAYING AGENT /REGISTRAR AGREEMENT
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
A -1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of July 24, 2012 (this "Agreement "), by and
between The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, a banking
association duly organized and existing under the laws of the United States of America (the
"Bank") and the City of Wylie, Texas (the "Issuer "). .
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Wylie, Texas, General Obligation Refunding Bonds, Series 2012 ", dated July 15, 2012 (the
"Securities "), such Securities scheduled to be delivered to the initial purchasers thereof on or
about August 28, 2012; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows.
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
95665372.1/11109173
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires.
"Acceleration Date" on any Security means the date on and after which
the principal or any or all installments of interest, or both, are due and payable on
any Security which has become accelerated pursuant to the terms of the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor" means First Southwest Company.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date ", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer ", when used with respect to the Bank, means the
Chairman or Vice - Chairman of the Board of Directors, the Chairman or
Vice- Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust
9566537261/11109173 2
Officer or Assistant Trust Officer, or any other officer of the Bank customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE 'THREE
PAYING ,AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the. principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address.
First Class/
Registered/Certified
The Bank of New York
Mellon Trust Company, N.A.
Global Corporate Trust
P. O. Box 2320
Dallas, Texas 75221 -2320
Express Delivery Only
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
By Hand Only
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street, 1St Floor East
New York, New York 10286
As Paying Agent, the Bank shall, provided adequate collected fiuids have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each Security when due, by computing the amount of interest to be paid each Holder and making
payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record
Date (as defined in the Authorizing Document). All payments of principal and/or interest on the
Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable
to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof,
sent by United States mail, first class postage prepaid, to the address appearing on the Security
Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder
at the Holder's risk and expense.
9566537291/11109173 3
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to keep
and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements
of Securities shall be noted in the Security Register.
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re- registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in not
more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly executed
by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed to
facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if
and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than
the care maintained by the Bank for debt securities of other governments or corporations for
which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities in
accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
9566537291111109173 4
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained in
the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up -to -date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon, the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange
for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
95665372.1111109173 5
Section 5.02 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank
funds or otherwise incur any financial liability for performance of any
in the exercise of any of its rights or powers, if it shall have reasonable
repayment of such funds or adequate indemnity satisfactory to it again
not assured to it.
to expend or risk its own
of its duties hereunder, or
grounds for believing that
st such risks or liability is
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the
Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security or other paper or document supplied by the Issuer.
(e) . The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile or
e -mail transmission of the closing memorandum or letter acknowledged by the Issuer, the
Issuer's financial advisor or other agent as the final closing memorandum or letter. The Bank
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's
reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer
and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no
responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
95665372.1/11109173 6
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the
payment of the Securities, and money deposited to the credit of such account until paid to the
Holders of the Securities shall be continuously collateralized by securities or obligations which
qualify and are eligible under both the laws of the State of Texas and the laws of the United
States of America to secure and be pledged as collateral for paying agent accounts to the extent
such money is not insured by the Federal Deposit Insurance Corporation. Payments made from
such paying agent account shall be made by check drawn on such account unless the owner of
the Securities shall, at its own expense and risk, request an alternative method of payment.
Subject to the applicable unclaimed property laws
deposited with the Bank for the payment of the principal of,
Security and remaining unclaimed for three years after final
due and payable will be held by the Bank and disposed of o
Texas Property Code, as amended. The Bank shall have no
compliance with this provision.
of the State of Texas, any money
premium (if any }, or interest on any
maturity of the Security has become
my in accordance with Title 6 of the
liability by virtue of actions taken in
The Bank is not obligated to pay interest on any money received by it under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein, and
the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered snail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall constitute adequate service. The Issuer and the Bank further agree that the
Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State
of Texas to determine the rights of any Person claiming any interest herein.
95665372.1111149173 7
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result. The
obligations of the Bank under this Agreement shall be performable at the principal corporate
office of the Bank in the City of Dallas, Texas.
Section 5.08 IITC Services. It is hereby represented and warranted that, in the event
the Securities are otherwise qualified and accepted for "Depository Trust Company" services or
equivalent depository trust services by other organizations, the Bank has the capability and, to
the extent within its control, will comply with the "Operational Arrangements ", which
establishes requirements for securities to be eligible for such type depository trust services,
including, but not limited to, requirements for the timeliness of payments and funds availability,
transfer turnaround time, and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01 Amendment. This Agreement may be amended only by an agreement in
writing signed by both of the parties hereto.
Section 6.08 Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice,. consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation.*, or Succession. Any corporation or
association into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding to
all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
95665372.1111109173 8
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any legal
or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one and
the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar
within a reasonable time, the Bank may petition a court of competent jurisdiction within the State
of Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the
effective date of an early termination of this Agreement shall not occur at any time which would
disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with. the other pertinent books and
records relating to the Securities, to the successor Paying Agent/Registfar designated and
appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally]
95665372.1/11109173 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., Dallas, Texas
By:
Title:
Address: 2001 Bryan Street, 11 th Floor
Dallas, Texas 75201
Attest:
Titl .
Senior Assoclate
95665372.1111109173 S -1
CITY OF WYLIE, TEXAS
By:
Mayor
Address: 300 Country Club Road, Building 100
Wylie, Texas 75098
Attest:
!�
OF
~4 ' I
95665372.1/11109173 S -2
,i r7
BNY MELLON
CORPORATE TRUST
City of Wylie, T'X General Obligation Refunding Bonds, Series 2012
Fee Schedule
July 13, 2012
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A one -time charge covering the Bank Officer's review of governing documents, communication with members
of the closing party, including representatives of the issuer, investment banker(s) and attorney(s), establishment
of procedures and controls, set -up of trust accounts and tickler suspense items and the receipt and
disbursement/investment of bond proceeds. This fee is payable on the closing date.
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services. Our pricing is based on the assumption that the bonds are DTC- eligible/book -entry only. This fee is
payable annually, in advance.
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The Escrow Agent Fee covers the consideration of documents and the normal administrative duties of the
escrow agent according to the governing documents. For a full year or partial year escrow the fee is $750 per
year. Should the escrow account or depository account be open for less than two months, then we will reduce
our fee to $375. Should we not open an escrow, depository or similar account, we will not charge for such
services. This fee is payable on the closing date.
* If the funds remain uninvested the Escrow fee will be waived (we will collateralize cash as appropriate).
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Call Pricing includes distribution of the call notice to holders of record, redemption processing, and notification
to EMMA. Any publication expenses (i.e. Bond Buyer, regional periodical, financial periodicals, etc.) for the
call notice will be billed to the Issuer at cost.
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The charges for performing extraordinary or other services not contemplated at the time of the execution of the
transaction or not specifically covered elsewhere in this schedule will be commensurate with the service to be
provided and may be charged in BNY Mellon's sole discretion. If it is contemplated that the Trustee hold
and/or value collateral or enter into any investment contract, forward purchase or similar or other agreement,
additional acceptance, administration and counsel review fees will be applicable to the agreement governing
such services. If the bonds are converted to certificated form, additional annual fees will be charged for any
applicable tender agent and/or registrar /paying agent services. Additional information will be provided at such
time. Should this transaction terminate prior to closing, all out -of- pocket expenses incurred, including legal
fees, will be billed at cost. If all outstanding bonds of a series are defeased or called in full prior to their
maturity, a termination fee may be assessed at that time.
2001 Bryan - l Ph Floor Dallas, TX 75201
BNY MELLON
CORPORATE TRUST
These extraordinary services may include, but are not limited to, supplemental agreements, consent operations,
unusual releases, tender processing, sinking fund redemptions, failed remarketing processing, the preparation
of special or interim reports, custody of collateral, a one -time fee to be charged upon termination of an
engagement. Counsel, accountants, special agents and others will be charged at the actual amount of fees and
expenses billed, UCC filing fees, money market sweep fees, auditor confirmation fees, wire transfer fees,
transaction fees to settle third-party trades and reconcilement fees to balance trust account balances to third -
party investment provider statements
Annual fees include one standard audit confirmation per year without charge. Standard audit confirmations
include the final maturity date, principal paid, principal outstanding, interest cycle, interest paid, cash and asset
information, interest rate, and asset statement information. Non - standard audit confirmation requests may be
assessed an additional fee. Periodic tenders, sinking fund, optional or extraordinary call redemptions will be
assessed at $300 per event. FDIC or other governmental charges may be passed along to you as incurred.
Terms of Proposal
Final acceptance of the appointment
and full review and execution of all
close, you will be responsible for pa
to terminate this offer if we do not
document is first transmitted to you.
Terms and Disclosures
under the Indenture is subject to approval of authorized officers of BNYM
documentation related hereto. Please note that if this transaction does not
ying any expenses incurred, including Counsel Fees. We reserve the right
enter into final written documents within three months from the date this
Fees may be subject to adjustment during the life of the engagement.
Customer Notice Required by the USA Patriot Act
To help the US government fight the funding of terrorism and money laundering activities, US Federal law
requires all financial institutions to obtain, verify, and record information that identifies each person (whether
an individual or organization) for which a relationship is established,
What this means to you; When you establish a relationship with BNYM, we will ask you to provide certain
information (and documents) that will help us to identify you. We will ask for your organization's name,
physical address, tax identification or other government registration number and other information that will
help us to identify you. We may also ask for a Certificate of Incorporation or similar document or other
pertinent identifying documentation for your type of organization.
We thank you for your assistance.
2001 Bryan — l I' Floor Dallas, TX 75201
EXHIBIT B
BOND PURCHASE AGREEMENT
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
$7,005,000
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2012
$1,565,000
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS,
SERIES 2012
BOND PURCHASE AGREEMENT
July 24, 2012
Mayor and City Council
City of Wylie, Texas
300 Country Club Road
Wylie, Texas 75098
Ladies and Gentlemen:
The undersigned, BOSC, Inc., A Subsidiary of BOK Financial Corporation (hereinafter
sometimes called the "Representative "), acting on its own behalf and on behalf of the other
underwriters listed on Schedule I hereto (the Representative and such other underwriters being
collectively called the "Underwriters "), and not acting as a fiduciary or agent for you, offers to
enter into the following agreement (the "Agreement ") with the City of Wylie, Texas (the
"Issuer ") which, upon the Issuer's written acceptance of this offer, will be binding upon the
Issuer and upon the Underwriters. This offer is made subject to the Issuer's written acceptance
hereof on or before 10:00 p.m., Wylie, Texas time, on the date hereof, and, if not so accepted,
will be subject to withdrawal by the Underwriters upon written notice delivered to the Issuer at
any time prior to the acceptance hereof by the Issuer. Terms not otherwise defined in this
Agreement shall have the same meanings set forth in the Ordinances (as defined herein) or in the
Official Statement (as defined herein).
1. Purchase and Sale of the Obligations. Subject to the terms and conditions and in
reliance upon the representations, warranties and agreements set forth herein, the Underwriters
hereby agree, jointly and severally, to purchase from the Issuer, and the Issuer hereby agrees to
sell and deliver to the Underwriters, all, but not less than all, of the Issuer's General Obligation
Refunding Bonds, Series 2012 (the "Bonds ") and Public Property Finance Contractual
Obligations, Series 2012 (the "Contractual Obligations," and together with the Bonds, the
"Obligations "). The Issuer acknowledges that in connection with the purchase and sale of the
Obligations pursuant to this Agreement and the offering of the Obligations for sale and the
discussions and negotiations relating to the terms of the Obligations set forth in this Agreement:
(1) the primary role of the Underwriters, as underwriters, is to purchase securities for resale to
investors in an arms - length commercial transaction between the Issuer and the Underwriters and
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that the Underwriters have financial and other interests that differ from those of the Issuer, (ii)
the Underwriters are not acting as advisors or fiduciaries to the Issuer and have not assumed any
advisory or fiduciary responsibility to the Issuer with respect to the offering of the Obligations
and the discussions, undertakings and proceedings leading thereto (irrespective of whether the
Underwriters have provided other services or are currently providing other services to the Issuer
on other matters), (iii) the only obligations the Underwriters have to the Issuer with respect to the
offering of the Obligations are set forth expressly in this Agreement and (iv) the Issuer has
consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent
it has deemed appropriate in connection with the offering of the Obligations. The Representative
represents and warrants to the Issuer that it has been duly authorized to act on behalf of itself and
the other Underwriters to enter into this Agreement and to take all actions, on behalf of the
Underwriters, required or contemplated to be performed by the Underwriters under this
Agreement.
The principal amount of the Bonds to be issued, the maturities, sinking fund (to the extent
applicable) and optional redemption provisions, and interest rates per annum are set forth in
Schedule II hereto. The Bonds shall be as described in, and shall be issued and secured under
and pursuant to the provisions of the ordinance adopted by the Issuer's City Council (the
"Council ") on July 24, 2012 authorizing the issuance of the Bonds (the "Bond Ordinance ").
The principal amount of the Contractual Obligations to be issued, the maturities, sinking
fund (to the extent applicable) and optional redemption provisions and interest rates per annum
are set forth in Schedule III hereto. The Contractual Obligations shall be as described in, and
shall be issued and secured under and pursuant to the provisions of the ordinance (the
"Contractual Obligation Ordinance," and together with the Bond Ordinance, the "Ordinances ")
adopted by the Council on July 24, 20120
The purchase price for the Bonds shall be $7,436,184.35 (representing $7,005,000
original principal amount of the Bonds, plus a net premium on the Bonds of $485,215.00 less an
underwriting discount of $54,030.65), plus interest accrued on the Bonds to the Closing Date (as
defined herein).
The purchase price for the Contractual Obligations shall be $1,628,117.15 (representing
$1,565,000 original principal amount of the Contractual Obligations, plus a net premium on the
Contractual Obligations of $77,113.80, less an underwriting discount of $13,996.65), plus
interest accrued on the Contractual Obligations to the Closing Date.
Delivered to the Issuer herewith as a good faith deposit is a corporate check of the
Representative payable to the order of the Issuer in the amount of $91,700. Such check is a
common "good faith" check for the Bonds and the Contractual Obligations, and the
proportionate amount of such check that is equivalent to the proportion of the principal amount
that one series of Obligations bears to the combined principal amount of the Obligations may be
applied toward any obligation of the Underwriters owing as a result of the failure of the
Underwriters to accept delivery of a series of the Obligations, as provided herein. In the event the
Issuer accepts this Agreement, such check shall be held by the Issuer as security for the
performance of the Underwriters of their obligation to purchase, accept delivery of and pay for
the Obligations under this Agreement. Such check shall be held uncashed by the Issuer until the
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time of Closing, at which time such check shall be returned uncashed to the Representative. In
the event that the Issuer does not accept this Agreement, such check will be immediately
returned to the Representative. Should the Issuer fail to deliver one or both series of the
Obligations at the Closing, or should the Issuer be unable to satisfy the conditions of the
obligations of the Underwriters to purchase, accept delivery of and pay for one or both series of
the Obligations, as set forth in this Agreement (unless waived by the Representative), or should
such obligations of the Underwriters be terminated for any reason permitted by this Agreement,
such check, or the proportionate amount thereof which relates to the proportionate amount of the
Obligations with respect to which the Issuer failed to perform, shall immediately be returned to
the Representative. In the event that the Underwriters fail (other than for a reason permitted
hereunder) to purchase, accept delivery of and pay for any series of the Obligations at the
Closing as herein provided, such check shall be cashed and the amount thereof which relates to
the proportionate amount of the Obligations with respect to which the Underwriters failed to
perform (other than for a reason permitted hereunder) shall be retained by the Issuer as and for
fully liquidated damages, and not as a penalty for such failure of the Underwriters, and for any
defaults hereunder on the part of the Underwriters. Acceptance of such check by the Issuer shall
constitute a full release and discharge of all claims and damages for such failure and/or any and
all such defaults, and the Issuer shall have no further action for damages, specific performance,
or any other legal or equitable relief against the Underwriters. The Underwriters and the Issuer
understand that in such event the Issuer's actual damages may be greater or may be less than
such amount. Accordingly, the Underwriters hereby waive any right to claim that the Issuer's
actual damages are less than such amount, and the Issuer's acceptance of this Agreement shall
constitute a waiver of any right the Issuer may have to additional damages from the
Underwriters. The Representative hereby agrees not to stop or cause payment on the check to be
stopped unless the Issuer has breached any of the terms of this Agreement.
2. .Public Offering. The Underwriters intend to make an initial public offering of all
the Obligations at prices not in excess of the initial offering prices or yields set forth in the
Official Statement; provided, however, that the Underwriters may change such initial offering
prices or yields as they deem necessary in connection with the offering of the Obligations
without any requirement of prior notice, and may offer and sell the Obligations to certain
institutions (including dealers depositing the Obligations into investment trusts) at prices lower
than those stated in the Official Statement. The Underwriters also reserve the right to: (i) over -
allot or effect transactions that stabilize or maintain the market price of the Obligations at levels
above those that might otherwise prevail in the open market and (ii) discontinue such stabilizing,
if commenced, at any time without prior notice; provided, however, that no such action shall
affect the certification of original issue price of the Obligations as provided below. On or before
Closing, the Representative shall execute one or more Issue Price Certificates, prepared by
Fulbright & Jaworski L.L.P., Dallas, Texas ( "Bond Counsel "), verifying the initial offering
prices to the public at which the Underwriters sold or reasonably expected to sell a substantial
amount of each stated maturity of the Obligations to the public.
3. The Official Statement. (a) The Issuer previously has delivered copies of the
Preliminary Official Statement, as revised dated July 18, 2012 (the "Preliminary Official
Statement "), to the Underwriters in a "designated electronic format," as defined in the Municipal
Securities Rulemaking Board's ( "MSRB ") Rule G -32 ( "Rule &32 "). The Issuer will prepare or
cause to be prepared a final Official Statement relating to the Obligations, which will be
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(1) dated the date of this Agreement, (2) complete within the meaning of the United States
Securities and Exchange Commission's Rule 15c24 Z as amended (the "Rule "), (3) substantially
in the form of the most recent version of the Preliminary Official Statement provided to the
Representative before the execution hereof with only such changes permitted by the Rule and
(4) in both a "designated electronic format" consistent with the requirements of Rule G -32 and in
a printed format. Such final Official Statement, including the cover page thereto, all exhibits,
appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated
therein or attached thereto, and all amendments and supplements thereto that may be authorized
for use with respect to the Obligations, is herein referred to as the "Official Statement." Until the
Official Statement has been prepared and is available for distribution, the Issuer shall provide to
the Underwriters sufficient quantities of the Preliminary Official Statement (which may be in an
designated electronic format) as the Representative reasonably deems necessary to satisfy the
obligation of the Underwriters under the Rule with respect to distribution to each potential
customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared by the Issuer for use by the
Underwriters in connection with the public offering, sale and distribution of the Obligations.
The Issuer hereby represents and warrants that the Preliminary Official Statement was "deemed
final" by the Issuer as of its date for purposes of the Rule, except for the omission of such
information which is dependent upon the final pricing of the Obligations for completion, all as
permitted to be excluded by Section (b )(1) of the Rule.
(c} The Issuer represents that an official of the Issuer has reviewed and approved the
information in the Official Statement and the Issuer hereby authorizes the distribution and use of
the Official Statement, and the information therein contained, by the Underwriters in connection
with the public offering and the sale of the Obligations. The Issuer ratifies and consents to the
distribution and use by the Underwriters prior to the date hereof of the Preliminary Official
Statement in connection with the public offering and sale of the Obligations. The Issuer shall
provide, or cause to be provided, to the Underwriters as soon as practicable after the date of the
Issuer's acceptance of this Agreement (but, in any event, not later than within seven business
days after the Issuer's acceptance of this Agreement and in sufficient time to accompany any
confirmation that requests payment from any customer) copies of the Official Statement which is
complete as of the date of its delivery to the Underwriters (1) in a "designated electronic format"
consistent with the requirements of Rule G -32 and (ii) in a printed format in such quantity as the
Representative shall reasonably request in order for the Underwriters to comply with
Section (b)(4) of the Rule and the rules of the MSRB. The Issuer hereby confirms that it does
not object to the distribution of the Preliminary Official Statement or the Official Statement in
electronic form.
(d) If, after the date of this Agreement to and including the date the Underwriters are
no longer required to provide an Official Statement to potential customers who request the same
pursuant to the Rule (the earlier of (1) 90 days from the "end of the underwriting period" (as
defined in Rule) and (ii) the time when the Official Statement is available to any person from the
MSRB, but in no case less than 25 days after the "end of the underwriting period" for the
Obligations), the Issuer becomes aware of any fact or event which might or would cause the
Official Statement, as then supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to make
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the statements therein not misleading, or if it is necessary to amend or supplement the Official
Statement to comply with law, the Issuer will notify the Representative (and for the purposes of
this clause provide the Representative with such information as it may from time to time
reasonably request), and if, in the reasonable judgment of the Representative, such fact or event
requires preparation and publication of a supplement or amendment to the Official Statement, the
Issuer will forthwith prepare and furnish, at the Issuer's own expense (in a form and manner
approved by the Representative), a reasonable number of copies of either amendments or
supplements to the Official Statement so that the statements in the Official Statement as so
amended and supplemented will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading or so that the Official Statement will comply with law; provided, however, that for all
purposes of this Agreement and any representation, warranty or covenant made herein, or any
certificate delivered by the Issuer in accordance herewith, the Issuer makes no representations
with respect to the descriptions in the Preliminary Official Statement or the Official Statement of
The Depository Trust Company, New York, New York ( "DTC "), or its book - entry -only system.
If such notification shall be subsequent to the Closing, the Issuer shall furnish such legal
opinions, certificates, instruments and other documents as the Representative may reasonably
deem necessary to evidence the truth and accuracy of such supplement or amendment to the
Official Statement. The Issuer shall provide any such amendment or supplement, or cause any
such amendment or supplement to be provided, (i) in a "designated electronic format" consistent
with the requirements of Rule G -32 and (ii) in a printed format in such quantity as the
Representative shall reasonably request in order for the Underwriters to comply with
Section (b)(4) of the Rule and the rules of the MSRB.
(e) The Representative hereby agrees to timely file, or cause to be filed, in a format
prescribed by the MSRB, the Official Statement (and any amendment or supplement to the
Official Statement prepared in accordance with Section 3(d) above) and the Escrow Agreement
(as defined in the Official Statement) with (1) the MSRB or its designee (including the MSRB's
Electronic Municipal Market Access System) or (ii) other repositories approved from time to
time by the United States Securities and Exchange Commission (the "SEC ") (either in addition
to or in lieu of the filing referred to in clause (1) of this Section 3(e)). Unless otherwise notified
in writing by the Representative, the Issuer can assume that the "end of the underwriting per
for purposes of the Rule is the date of the Closing.
(f) To the knowledge and belief of the Issuer, the Official Statement contains
information, including financial information or operating data, concerning every entity,
enterprise, fund, account, or person that is material to an evaluation of the offering of the
Obligations. Except as disclosed in the Official Statement, during the last five years the Issuer
has complied in all material respects with all continuing disclosure agreements made by it in
accordance with the Rule.
4. Representations, Warranties, and Covenants of the Issuer. The Issuer hereby
represents and warrants to and covenants with the Underwriters that:
(a) The Issuer is a political subdivision and a municipal corporation of the State of
Texas (the "State ") and a body politic and corporate, duly created, organized and existing under
the Constitution and general laws of the State and the Issuer's home -rule charter. The Issuer has
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full legal right, power and authority under the Constitution and general laws of the State,
including Chapter 1207, Texas Government Code, as amended (with respect to the Bonds) and
Subchapter A of Chapter 271, Texas Local Government Code (with respect to the Contractual
Obligations) (collectively herein referred to as the "Acts "), and at the date of the Closing will
have full legal right, power and authority under the Acts (1) to adopt the Ordinances (which
contain the Undertakings defined in Section 60)(3) hereof) and to enter into, execute and deliver
this Agreement, the Escrow Agreement and all documents required hereunder and thereunder to
be executed and delivered by the Issuer (this Agreement, the Ordinances, the Undertakings and
the Escrow Agreement and the other documents referred to in this clause are hereinafter referred
to as the "Issuer Documents "), (ii) to sell, issue and deliver the Obligations to the Underwriters
as provided herein, and (iii) to carry out and consummate the transactions described in the Issuer
Documents and the Official Statement, and the Issuer has complied, and will at the Closing be in
compliance, in all material respects with the terms of the Acts and the Issuer Documents as they
pertain to such transactions.
(b) By all necessary official action of the is prior to or concurrently with the
acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for (1) the
adoption of the Ordinances and the issuance and sale of the Obligations on the terms set forth
herein, (ii) the approval, execution and delivery of, and the performance by the Issuer of the
obligations on its part, contained in the Obligations and the Issuer Documents, (iii) the approval,
distribution and use of the Preliminary Official Statement and the Official Statement by the
Underwriters in connection with the public offering of the Obligations and (iv) the
consummation by it of all other transactions described in the Official Statement, the Issuer
Documents and any and all such other agreements and documents as may be required to be
executed, delivered and/or received by the Issuer in order to carry out, give effect to, and
consummate the transactions described herein and in the Official Statement.
(c) This Agreement constitutes a legal, valid and binding obligation of the Issuer,
enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, sovereign immunity of political subdivisions and other similar laws and principles
of equity relating to or affecting the enforcement of creditors' rights; the other Issuer Documents,
when duly executed and delivered, will constitute legal, valid and binding obligations of the
Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium, sovereign immunity of political subdivisions and other similar laws
and principles of equity relating to or affecting the enforcement of creditors' rights; the
Obligations, when issued, delivered and paid for, in accordance with the Ordinances and this
Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the
benefits of the Ordinances and enforceable in accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium, sovereign immunity of political subdivisions and other
similar laws and principles of equity relating to or affecting the enforcement of creditors' rights.
Upon the issuance, authentication and delivery of the Obligations as aforesaid, the Ordinances
will provide for the benefit of the holders of the Obligations, the legally valid and binding pledge
of ad valorem taxes and lien it purports to create as set forth in the Ordinances, being the pledge
to levy, assess, and collect an annual ad valorem tax, within the limits prescribed by law, upon
all taxable property within the boundaries of the Issuer, sufficient to pay the principal of and
interest on the Obligations when due.
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I
(d) To the best of its knowledge, the Issuer is not in breach of or in default in any
material respect under any applicable constitutional provision, law or administrative regulation
of the State or the United States relating to the issuance of the Obligations or any applicable
judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is
otherwise subject, and no event which would have a material and adverse effect upon the
business or financial condition of the Issuer has occurred and is continuing which constitutes or
with the passage of time or the giving of notice, or both, would constitute a default or event of
default by the Issuer under any of the foregoing; and the execution and delivery of the
Obligations and the Issuer Documents and the adoption of the Ordinances and compliance with
the provisions on the Issuer's part contained therein, will not conflict with or constitute a
material breach of or default under any constitutional provision, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the Issuer is a party or to which the Issuer is or to which any of its property
or assets are otherwise subject nor will any such execution, delivery, adoption or compliance
result in the creation or imposition of any lien, charge or other security interest or encumbrance
of any nature whatsoever upon any of the property or assets of the Issuer to be pledged to secure
the Obligations or under the terms of any such law, regulation or instrument, except as provided
by the Obligations and the Ordinances.
(e) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the
matter which are required for the due authorization of, which would constitute a condition
precedent to, or the absence of which would materially adversely affect the approval or adoption
of, as applicable, the Issuer Documents, the issuance of the Obligations or the due performance
by the Issuer of its obligations under the Issuer Documents and the Obligations have been duly
obtained, except for the approval of the Obligations by the Attorney General of the State and the
registration of the Initial Obligations by the Comptroller of Public Accounts of the State and
such approvals, consents and orders as may be required under the Blue Sky or securities laws of
any jurisdiction in connection with the offering and sale of the Obligations.
(f) The Obligations and the Ordinances conform to the descriptions thereof contained
in the Official Statement under the captions "THE BONDS AND CONTRACTUAL
OBLIGATIONS" and "PLAN OF FINANCING "; the proceeds of the sale of the Obligations
will be applied generally as described in the Official Statement on the cover page thereof and
under the subcaptions "PLAN OF FINANCING — Purpose" and — "Sources and Uses of
Proceeds "; and the Undertakings conform to the description thereof contained in the Official
Statement under the caption "CONTINUING DISCLOSURE OF INFORMATION."
(g) There is no litigation, action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, government agency, public board or body, pending or, to the
knowledge of the Issuer, threatened against the Issuer: (1) affecting the existence of the Issuer or
the titles of its officers to their respective offices, (ii) affecting or seeking to prohibit, restrain or
enjoin the sale, issuance or delivery of the Obligations or the collection of ad valorem taxes
pledged to the payment of principal of and interest on the Obligations pursuant to the
Ordinances, (iii) in any way contesting or affecting the validity or enforceability of the
Obligations or the Issuer Documents, (iv) contesting the exclusion from gross income of interest
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on the Obligations for federal income tax purposes, (v) contesting
completeness or accuracy of the Preliminary Official Statement or the
supplement or amendment thereto, or (vi) contesting the powers of the
the issuance of the Obligations, the adoption of the Ordinances or the
the Issuer Documents, nor, to the knowledge of the Issuer, is there any
unfavorable decision, ruling or finding would materially adverse
enforceability of the Obligations or the Issuer Documents.
in any material way the
Official Statement or any
Issuer or any authority for
execution and delivery of
basis therefor, wherein an
ly affect the validity or
(h) As of the date thereof and as of the date hereof, the Preliminary Official
Statement did not and does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however, that for all
purposes of this Agreement, and any certificate delivered by the Issuer in accordance herewith,
the Issuer makes no representations with respect to the descriptions in the Preliminary Official
Statement or the Official Statement of DTC, or its book - entry -only system.
(i) At the time of the Issuer's acceptance hereof and (unless the Official Statement is
amended or supplemented pursuant to paragraph (d) of Section 3 of this Agreement) at all times
subsequent thereto during the period up to and including the date of Closing, the Official
Statement does not and will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
0) If the Official Statement is supplemented or amended pursuant to paragraph (d) of
Section 3 of this Agreement, at the time of each supplement or amendment thereto and (unless
subsequently again supplemented or amended pursuant to such paragraph) at all times
subsequent thereto during the period up to and including the date of Closing, the Official
Statement as so supplemented or amended will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading,
(k) The Issuer has the legal authority to apply and will apply, or cause to be applied,
the proceeds from the sale of the Obligations as provided in and subject to all of the terms and
provisions of the Ordinances and will not take or omit to take any action which action or
omission will adversely affect the exclusion from gross income for federal income tax purposes
of the interest on the Obligations.
(1) The Issuer will furnish such information and execute such instruments and take
such action in cooperation with the Underwriters as the Representative may reasonably request at
no expense to the Issuer, (A) to (y) qualify the Obligations for offer and sale under the Blue Sky
or other securities laws and regulations of such states and other jurisdictions in the United States
as the Representative may designate and (z) determine the eligibility of the Obligations for
investment under the laws of such states and other jurisdictions and (B) to continue such
qualifications in effect so long as required for the distribution of the Obligations (provided,
however, that the Issuer will not be required to qualify as a foreign corporation or to file any
general or special consents to service of process under the laws of any jurisdiction) and will
advise the Representative immediately of receipt by the Issuer of any notification with respect to
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the suspension of the qualification of the Obligations for sale in any jurisdiction or the initiation
or threat of any proceeding for that purpose.
(m) The financial statements of, and other financial information regarding, the Issuer
in the Official Statement fairly present the financial position and results of the Issuer as of the
dates and for the periods therein set forth. Prior to the Closing, the Issuer will not take any
action within or under its control that will cause any adverse change of a material nature in such
financial position, results of operations or condition, financial or otherwise, of the Issuer. The
Issuer is not a party to any litigation or other proceeding pending or, to its knowledge, threatened
which, if decided adversely to the Issuer, would have a materially adverse effect on the financial
condition of the Issuer.
(n) Prior to the Closing, the Issuer will not offer or issue any bonds, notes or other
obligations for borrowed money or incur any material liabilities (except in the ordinary course of
business), direct or contingent, payable from or secured by any ad valorem taxes which will
secure the Obligations without the prior approval of the Representative.
(o) Any certificate signed by any official of the Issuer authorized to do so in
connection with the transactions described in this Agreement shall be deemed a representation
and warranty by the Issuer to the Underwriters as to the statements made therein.
(p) The Issuer covenants that between the date hereof and the Closing it will take no
actions which will cause the representations and warranties made in this Section to be untrue as
of Closing.
(q) The Issuer, to the extent heretofore requested by the Representative in writing, has
delivered to the Representative true, correct, complete, and legible copies of all information,
applications, reports, -or other documents of any nature whatsoever submitted to any rating
agency for the purpose of obtaining a rating for the Obligations and, in each instance, true,
correct, complete, and legible copies of all correspondence or other communications relating
thereto.
S. Closing. (1) At 10:00 a.m. Wylie, Texas time, on August 28, 2012, or at such
other time and date as shall have been mutually agreed upon by the Issuer and the
Representative, the Issuer will, subject to the terms and conditions hereof, deliver to the Paying
Agent/Registrar the Initial Obligations registered in the name of the Representative, in temporary
form, together with the other documents hereinafter mentioned, and will have available for
immediate exchange definitive Obligations duly executed and authenticated in the form and
manner described below, and the Paying Agent/Registrar will, subject to the terms and
conditions hereof, accept such delivery, and the Underwriters will pay the purchase price of the
Obligations, as set forth in Section 1 of this Agreement, in 'immediately available funds by
federal funds wire transfer to or for the account of the Issuer (such events being referred to
herein as the "Closing "). Payment for the Obligations as aforesaid shall be made at the offices of
the Paying Agent/Registrar, or such other place as shall have been mutually agreed upon by the
Issuer and the Representative.
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Delivery of the Obligations in definitive form shall be made through the facilities of
DTC's book - entry -only system. The definitive Obligations shall be delivered in fully registered
form, bearing CUSIP numbers without coupons, with one Obligation for each maturity of the
Obligations and registered in the name of Cede & Co., as nominee of DTC, all as provided in the
Ordinances, and shall be made available to the Representative at the offices of the Paying
Agent/Registrar at least one business day before the Closing for purposes of inspection. Unless
otherwise agreed to by the Representative, the Obligations will be delivered under DTC's FAST
delivery system.
6. Closing Conditions. The Underwriters have entered into this Agreement in
reliance upon the representations, warranties and agreements of the Issuer contained herein, and
in reliance upon the accuracy of the representations, warranties and agreements to be contained
in the documents and instruments to be delivered at the Closing and upon the performance by the
Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing.
Accordingly, the Underwriters' obligations under this Agreement to purchase, to accept delivery
of and to pay for the Obligations shall be conditioned upon the performance by the Issuer of its
obligations to be performed hereunder and under such documents and instruments at or prior to
the Closing, and shall also be subject to the following additional conditions, including the
delivery by the Issuer of such documents as are enumerated herein, in form and substance
reasonably satisfactory to the Representative, unless waived in writing by the Representative on
behalf of the Underwriters.
(a) The representations and warranties of the Issuer contained herein shall be true,
complete and correct in all material respects on the date hereof and on and as of the date of the
Closing, as if made on the date of the Closing.
(b) The Issuer shall have performed and complied with all agreements and conditions
required by this Agreement to be performed or complied with by it prior to or at the Closing.
(c) At the time of the Closing, (1) the Issuer Documents and the Obligations shall
have been duly executed, delivered and authenticated, as applicable, shall be in full force and
effect and shall not have been amended, modified or supplemented except as may be required by
the Attorney General, and the Official Statement shall have been duly executed and delivered
and shall not have been supplemented or amended, except in any such case as may have been
agreed to by the Representative; and (ii) all actions of the Issuer required to be taken by the
Issuer shall be performed in order for Bond Counsel and Counsel to the Underwriters to deliver
their respective opinions referred to hereafter.
(d) At the time of the Closing, all official action of the Issuer relating to the
Obligations and the Issuer Documents shall be in full force and effect and shall not have been
amended, modified or supplemented.
(e) At or prior to the Closing, the Ordinances (which contain the Undertakings
defined in Section 60)(3) hereof) shall have been duly adopted by the Issuer and the Paying
Agent/Registrar shall have duly authenticated the definitive Obligations.
-10-
#4132213.2
(f) At the time of the Closing, there shall not have occurred any change or any
development involving a prospective change in the condition, financial or otherwise, or in the
revenues or operations of the Issuer, from that set forth in the Official Statement that in the
reasonable judgment of the Representative, is material and adverse and. that makes it, in the
reasonable judgment of the Representative, impracticable to market the Obligations on the terms
and in the manner described in the Official Statement.
(g) The Issuer shall not be currently in default in the payment of principal or interest
when due on any of its outstanding obligations for borrowed money.
(h) No suit, action, investigation, or legal or administrative proceeding shall be
threatened or pending before any court or governmental agency which is likely to result in the
restraint, prohibition, or the obtaining of damages or other relief in connection with the issuance
of the Obligations or the consummation of the transactions described herein, or which, in the
reasonable judgment of the Representative, would have a materially adverse effect on the
transactions described herein.
(i) All steps to be taken and all instruments and other documents to be executed, and
all other legal matters in connection with the transactions described in this Agreement shall be
reasonably satisfactory in legal form and effect to the Representative, Bond Counsel and counsel
to the Underwriters.
(j) At or prior to the Closing, the Representative shall have received one copy of
each of the following documents:
(1) The Official Statement, and each supplement or amendment thereto, if
any, in (1) a "designated electronic format" that meets the requirements of Rule G -32 and
(ii) a printed format;
(2) The Ordinances certified by the City Secretary under the Issuer's seal as
having been duly adopted by the Issuer and as being in effect, with such supplements or
amendments as may have been agreed to by the Representative or required by the
Attorney General;
(3) The Continuing Disclosure Undertakings (the "Undertakings ") of the
Issuer which satisfy the requirements of section (b)(5)(1) of the Rule, which Undertakings
may be included in the Ordinances;
(4) A copy of opinions or certificates, dated on or prior to the date of Closing,
of the Attorney General of the State approving the Obligations as required by law and
copies of the registration certificates of the Comptroller of Public Accounts of the State;
(5) The approving opinions of Bond Counsel with respect to the Obligations,
in substantially the forms attached to the Official Statement;
(6) A supplemental opinion of Bond Counsel addressed to the Underwriters,
substantially to the effect that.
41-
#4132213.2
(i) the Issuer has duly adopted and enacted the Ordinances, and the
Ordinances are in full force and effect;
the Obligations are exempted securities under the Securities Act of
1933, as amended (the "1933 Act "), and the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), and it is not necessary, in connection with
the offering and sale of the Obligations, to register the Obligations under the 1933
Act or to qualify the Ordinances under the Trust Indenture Act; and
except to the extent noted therein, said firm has not verified and is
not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Official Statement but
that said firm has reviewed the statements and information contained under the
headings and subheadings "PLAN .OF FINANCING- Refunded Obligations ",
"THE BONDS AND CONTRACTUAL OBLIGATIONS" (exclusive of the
subcaptions "Book -Entry -Only System ", "Obligationholders' Remedies" and the
last sentence under "Tax Rate Limitation "), "TAX MATTERS" and
"CONTINUING DISCLOSURE OF INFORMATION" (exclusive of the
subcaption "Compliance with Prior Undertakings ") and the subcaptions "Legal
Opinions" (except for the last two sentences of the first paragraph thereof),
"Registration and Qualification of Obligations for Sale ", and "Legal Investments
and Eligibility to Secure Public Funds in Texas" under the caption "OTHER
INFORMATION" in the Official Statement and such firm is of the opinion that
the information relating to the Obligations and the legal issues contained under
such captions and subcaptions is an accurate and fair description of the laws and
legal issues addressed therein and, with respect to the Obligations, such
information conforms to the Ordinances,
(7) An opinion, dated the date of the Closing and addressed to the
Underwriters, of counsel for the Underwriters in substantially the form set forth in
Exhibit A;
(8) A certificate, dated the date of Closing, signed by the Mayor and City
Manager of the Issuer or other officials of the Issuer acceptable to the Representative to
the effect that (i) the representations and warranties of the Issuer contained herein or in
any certificate or document delivered by the Issuer pursuant to the provisions hereof are
true and correct in all material respects on and as of the date of Closing as if made on the
date of Closing; (ii) no litigation, action, suit or proceeding or tax challenge against the
Issuer is pending or, to such persons' knowledge, threatened in any court or
administrative body nor is there a basis for litigation which would (a) contest the right of
the Councilmembers or officials of the Issuer to hold and exercise their respective
positions, (b) contest the due organization and valid existence of the Issuer, (c) contest
the validity, due authorization and execution of the Obligations or the Issuer Documents
or (d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from levying or
collecting the ad valorem taxes pledged to pay the principal of and interest on the
Obligations, or the pledge thereof; (iii) the official actions of the Issuer authorizing the
execution, delivery and/or performance of the Official Statement, the Obligations and
-12-
94132213.2
Issuer Documents have been duly adopted by the Issuer, are in full force and effect and
have not been modified, amended or repealed; (iv) to such persons' knowledge, no event
affecting the Issuer has occurred since the date of the Official Statement which should be
disclosed in the Official Statement for the purpose for which it is to be used or which it is
necessary to disclose therein in order to make the statements and information therein, in
light of the circumstances under which made, not misleading in any material respect as of
the time of Closing, and the information contained in the Official Statement is correct in
all material respects and, as of the date of the Official Statement did not, and as of the
date of the Closing does not, contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not misleading;
(v) insofar as the descriptions and statements including financial data, of or pertaining to
entities, other than the Issuer, and their activities contained in the Preliminary Official
Statement and the Official Statement are concerned, such statements and data have been
obtained from sources which the Issuer believes to be reliable and the Issuer has no
reason to believe that they are untrue in any material respect; and (vi) there has not been
any materially adverse change in the financial condition of the Issuer since September 30,
2011, the latest date as of which audited financial information is available;
(9) A certificate of the Issuer in form and substance satisfactory to Bond
Counsel and counsel to the Underwriters setting forth the facts, estimates and
circumstances in existence on the date of the Closing, which establish that it is not
expected that the proceeds of the Obligations will be used in a manner that would cause
the Obligations to be "arbitrage bonds" or "private activity bonds" within the meaning of
Section 148 and 141, respectively, of the Internal Revenue Code of 1986, as amended
(the "Code "), and any applicable regulations (whether final, temporary or proposed)
issued pursuant to the Code;
(10) A fully executed copy of the Escrow Agreement;
(11) A verification by Grant Thornton LLP, a nationally recognized accounting
firm (the "Verification Agent"), of the mathematical accuracy of the schedules that
demonstrate that at the time of delivery of the Obligations to the Underwriters the Federal
Securities will mature and pay interest in such amounts which, together with uninvested
funds, if any, in the Escrow Fund, will be sufficient to pay, when due, the principal of and
interest on the Refunded Obligations,
(12) Evidence in a form acceptable to the Representative that Standard &
Poor's Ratings Services, a Standard & Poor's Financial Services LLC business and
Moody's Investors Service, Inc. have assigned ratings of "A +" and "Aa3" respectively, to
the Obligations, without regard to credit enhancement, and that such ratings are in effect
as of the date of Closing; and
(13) Such additional legal opinions, certificates, instruments and other
documents as the Representative, Bond Counsel or counsel to the Underwriters may
reasonably request to evidence the truth and accuracy, as of the date hereof and as of the
date of the Closing, of the Issuer's representations and warranties contained herein and of
43-
#4132213.2
the statements and information contained in the Official Statement and the due
performance or satisfaction by the Issuer on or prior to the date of the Closing of all the
respective agreements then to be performed and conditions then to be satisfied by the
Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof if, but only if, they are in form and substance reasonably satisfactory to the
Representative.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of and to pay for the Obligations contained in this
Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay
for the Obligations shall be terminated for any reason permitted by this Agreement, this
Agreement shall terminate and neither the Underwriters nor the Issuer shall be under any further
obligation hereunder, except that the obligation of the Issuer to return the good faith check to the
Representative as described in Section 1 and the respective obligations of the Issuer and the
Underwriters set forth in Sections 8 and 10 hereof shall continue in full force and effect.
7. Termination. The Representative shall have the right to cancel the Underwriters'
obligation to purchase the Obligations and terminate this Agreement (as evidenced by a written
notice to the Issuer terminating the obligation of the Underwriters to accept delivery of and pay
for the Obligations) if, between the date of this Agreement and the Closing, the market price or
marketability of the Obligations shall be materially adversely affected, in the Representative's
sole and reasonable judgment, by the occurrence of any of the following events.
(a) Legislation shall be enacted by or introduced in the Congress of the United States
or recommended to the Congress for passage by the President of the United States, or the
Treasury Department of the United States or the Internal Revenue Service or favorably reported
for passage to either House of the Congress by any committee of such House to which such
legislation has been referred for consideration, a decision by a court of the United States or of the
State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final,
temporary or proposed), press release, statement or other form of notice by or on behalf of the
Treasury Department of the United States, the Internal Revenue Service or other governmental
agency shall be made or proposed, the effect of any or all of which would be to impose, directly
or indirectly, federal income taxation upon interest received on obligations of the general
character of the Obligations, or the interest on the Obligations as described in the Official
Statement, or other action or events shall have transpired which may have the purpose or effect,
directly or indirectly, of changing the federal income tax consequences of any of the transactions
described herein.
(b) Legislation introduced in or enacted (or resolution passed) by the Congress or an
order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling,
regulation (final, temporary, or proposed), press release or other form of notice issued or made
by or on behalf of the Securities and Exchange Commission, or any other governmental agency
having jurisdiction of the subject matter, to the effect that obligations of the general character of
the Obligations, including any or all underlying arrangements, are not exempt from registration
44-
##4132213.2
under or other requirements of the 1933 Act, or that the Ordinances is not exempt from
qualification under or other requirements of the Trust Indenture Act, or that the issuance,
offering, or sale of obligations of the general character of the Obligations, including any or all
underlying arrangements, as described herein or in the Official Statement or otherwise, is or
would be in violation of the federal securities law as amended and then in effect.
(c) Any state blue sky or securities commission or other governmental agency or
body in a state in which fifteen percent (15 %) or more of the Obligations have been sold shall
have withheld registration, exemption or clearance of the offering of the Obligations as described
herein, or issued a stop order or similar ruling relating thereto, provided that such withholding or
stop order is not due to the malfeasance, misfeasance or nonfeasance of the Underwriters.
(d) A general suspension of trading in securities on the New York Stock Exchange or
other national securities exchange, the establishment of minimum or maximum prices on any
such exchange, the establishment of material restrictions (not in force as of the date hereof) upon
trading securities generally by any governmental authority or any national securities exchange,
or a general banking moratorium declared by federal, State of New York, or State officials
authorized to do so.
(e) The New York Stock Exchange or other national securities exchange or any
governmental authority, shall impose, as to the Obligations or as to obligations of the general
character of the Obligations, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net capital
requirements of, the Underwriters.
(f) Any amendment to the federal or State Constitution or action by any federal or
state court, legislative body, regulatory body, or other authority materially adversely affecting
the tax status of the Issuer, its property, income, securities (or interest thereon), or the validity or
enforceability of the levy and collection of the ad valorem taxes pledged to pay the principal of
and interest on the Obligations.
(g) Any event occurring, or information becoming known which, in the reasonable
judgment of the Representative, makes untrue in any material respect any material statement or
information contained in the Official Statement, or has the effect that the Official Statement
contains any untrue statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(h) There shall have occurred since the date of this Agreement any materially adverse
change in the affairs or financial condition of the Issuer, except for changes which the Official
Statement discloses are expected to occur.
(i) There shall have occurred any (i) new material outbreak of hostilities (including,
without limitation, an act of terrorism) (ii) new material other national or international calamity
or crisis, or (iii) any material adverse change in the financial or economic conditions affecting
the United States, including, but not limited to, an escalation of hostilities that existed prior to the
date hereof.
45-
##4132213.2
(j) Any fact or event shall exist or have existed that, in the Representative's
reasonable judgment, requires or has required an amendment of or supplement to the Official
Statement.
(k) There shall have occurred any downgrading, suspension, withdrawal or published
negative credit watch or similar published information from a rating agency that at the date of
this Agreement has published a rating (or has been asked to furnish a rating on the Obligations)
on any of the Issuer's debt obligations that are secured in a like manner as the Obligations, which
action reflects a negative change or possible negative change in the ratings accorded any such
obligations of the Issuer (including any rating to be accorded the Obligations).
(1) A material disruption in securities settlement, payment or clearance services in the
United States shall have occurred and shall be continuing on the date of Closing.
(m) A nonappealable decision by a court of the United States shall be rendered, or a
stop order, release, regulation or no- action letter by or on behalf of the SEC or any other
governmental agency having jurisdiction of the subject matter shall have been issued or made, to
the effect that the issuance, offering or sale of the Obligations, including the underlying
obligations as described in this Agreement or by the Official Statement, or any document relating
to the issuance, offering or sale of the Obligations, is or would be in violation of any provision of
the federal securities laws at the Closing date, including 1933 Act, the Securities Exchange Act
of 1934 and the Trust Indenture Act.
(n) The purchase of and payment for the Obligations by the Underwriters, or the
resale of the Obligations by the Underwriters, on the terms and conditions herein provided shall
be prohibited by any applicable law, governmental authority, board, agency or commission
which prohibition shall occur subsequent to the date hereof, and is not the result of the
Underwriters' acts or failure to act.
With respect to the condition described in subparagraph (n) above, the Representative is
not aware of any current, pending or proposed law or government inquiry or investigation as of
the date of execution of this Agreement which would permit the Representative to invoke the
Underwriters' termination rights hereunder.
8. Expenses. (a) The Underwriters shall be under no obligation to pay, and the
Issuer shall pay, any expenses incident to the performance of the Issuer's obligations hereunder,
including, but not limited to (i) the cost of preparation and printing of the Obligations; (ii) the
fees and disbursements of Bond Counsel and the financial advisor to the Issuer; (iii) the fees and
disbursements of any other engineers, accountants, and other experts, consultants or advisers
retained by the Issuer; (iv) the fees for bond ratings; (v) the costs of preparing, printing and
mailing the Preliminary Official Statement and the Official Statement; (vi) the fees and expenses
of the Paying Agent/Registrar; (vii) the fees and expenses of the Escrow Agent, (viii) the fees
and expenses of the Verification Agent and any paying agents for the Refunded Obligations, (ix)
advertising expenses (except any advertising expenses of the Underwriters as set forth below),
(x) the out -of- pocket, miscellaneous and closing expenses, including the cost of travel, of the
officers and trustees of the Issuer; and (xi) any other expenses mutually agreed to by the Issuer
and the Representative to be reasonably considered expenses of the Issuer which are incident to
=16-
94132213.2
the transactions described herein. The Issuer acknowledges that the Underwriters will pay from
the underwriter's expense allocation of the underwriting discount the applicable per bond
assessment charged by the Municipal Advisory Council of Texas.
(b) The Underwriters shall pay (i) the cost of preparation and printing of this
Agreement and the Blue Sky Survey and Legal Investment Memorandum, if any; (ii) all
advertising expenses in connection with the public offering of the Obligations; and (iii) all other
expenses incurred by it in connection with the public offering of the Obligations, including the
fees and disbursements of counsel retained by the Underwriters.
90 Notices. Any notice or other
Agreement may be given by delivering the
above, Attention: City Manager, and any
Underwriters under this Agreement may be
Inc., A subsidiary of BOK Financial Corpc
75080, Attention: Bill Gumbert.
Comm
same
notice
given
ration,
unication to be given to the Issuer under this
in writing at the address of the Issuer listed
or other communication to be given to the
by delivering the same in writing to BOSC,
333 W. Campbell Road, Richardson, Texas
100 Parties in Interest. This Agreement as heretofore specified shall constitute the
entire agreement between the Issuer and the Underwriters and is made solely for the benefit of
the Issuer and the Underwriters (including successors or assigns of the Underwriters) and no
other person shall acquire or have any right hereunder or by virtue hereof. This Agreement may
not be assigned by the Issuer. All of the Issuer's representations, warranties, and agreements
contained in this Agreement shall remain operative and in full force and effect, regardless of (i)
any investigations made by or on behalf of any of the Underwriters; (ii) delivery of and payment
for the Obligations pursuant to this Agreement; and (iii) any termination of this Agreement.
110 Effectiveness. This Agreement shall become effective upon the acceptance
hereof by the Issuer and shall be valid and enforceable at the time of such acceptance.
12. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
13. Severability. If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provision or
provisions of any Constitution, statute, rule of public policy, or any other reason, such
circumstances shall not have the effect of rendering the provision in question invalid, inoperative
or unenforceable in any other case or circumstance, or of rendering any other provision or
provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.
• 146 Business Day. For purposes of this Agreement, "business day" means any day on
which the New York Stock Exchange is open for trading.
15. Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provisions of this Agreement.
47-
#4132213.2
16.
which shall
hereto were
document.
Counterparts. This Agreement may be executed in several counterparts each of
be regarded as an original (with the same effect as if the signatures thereto and
upon the same document) and all of which shall constitute one and the same
17. No Personal Liability. None of the members of the Council, nor any officer,
agent, or employee of the Issuer, shall be charged personally by the Underwriters with any
liability, or be held liable to the Underwriters under any term or provision of this Agreement, or
because of execution or attempted executing, or because of any breach or attempted or alleged
breach, of the Agreement.
Be Representative Capacity. Any authority, right, discretion or other power
conferred upon the Underwriters or the Representative under any provision of this Agreement
may be exercised by the Representative, and the Issuer shall be entitled to rely upon any request,
notice or statement if the same shall have been given or made by the Representative.
196 Entire Agreement. This Agreement represents the entire agreement between the
Issuer and the Underwriters with respect to the preparation of the Preliminary Official Statement
and the Official Statement, the conduct of the offering, and the purchase and sale of the
Obligations.
[The remainder of this page is intentionally left blank.]
r 1 gr
#4132213.2
If you agree with the foregoing, please sign the enclosed counterpart of this Agreement
and return it to the Representative. This Agreement shall become a binding agreement between
you and the Underwriters when at least the counterpart of this letter shall have been signed by or
on behalf of each of the parties hereto.
Very truly yours,
BOSC, INC., A subsidiary of BOK
Financial Corporation,
as Representative for the Underwriters
Identified on Schedule I
By:
Authori
APPROVED AND ACCEPTED as of the date hereof at (�� o'clock . .m.
CITY OF WYLIE, TEXAS
By:
Signature Page to City of Wylie, Texas General Obligation Refunding Bonds, Series 2012
and Public Property Finance Contractual Obligations, Series 2012 Bond Purchase Agreement
#4132213.2
SCHEDULE I
UNDERWRITERS
BOSC, INC., A subsidiary of BOK Financial Corporation
SAMCO Capital Markets, Inc.
Schedule I
#4132213.2
SCHEDULE II
$7,005,000
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2012
Stated Maturity Principal
(February 15) Amount Interest Rate Initial Yield
2014 $ 170,000 1000% 0.650%
2015 145,000 2.000% 0370%
2016 70,000 1000% 0.950%
2026 6003000 1250% 2.250%
2027 625,000 1250% 2330%
2028 3,670,000 3.250% 2.400%
2029 1,7252000 3.250% 1470%
Optional Redemption: The Issuer reserves the right, at its option, to redeem Bonds having stated
maturities on and after February 15, 2026, in whole or in part in principal amounts of $5,000 or
any in multiple thereof, on February 15, 2022 or any date thereafter, at a price of par plus
accrued interest to the date of redemption.
Schedule II
#4132213.?
SCHEDULE III
$1,565,000
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS,
SERIES 2012
$240,000 Serial Contractual Obli ate ions
Principal
Year Amount
2013 $55,000
2014 602000
2015 60,000
2016 65,000
Interest
Rate
2.00%
2.00%
2.00%
2.00%
Initial
Yield
0.500%
0.650%
0.800%
0.950%
(Interest accrues from Dated Date)
$1,325,000 Term Contractual Obligations
$200,000 3.000% Term Contractual Obligations due February 15, 2019, Yield 1.480 %, Price 109.336%
$220,000 3.000% Term Contractual Obligations due February 15, 2022, Yield 2.000 %, Price 108.582%
$2451000 3.250% Term Contractual Obligations due February 15, 2025, Yield 2.200 %, Price 108.926%(')
$265,000 3.250% Term Contractual Obligations due February 15, 2028, Yield 2.450 %, Price 106.720 0/o(r)
$395,000 3.000% Term Contractual Obligations due February 15, 2032, Yield 3.100 %, Price 98.545%
(Interest accrues from Dated Date)
Optional Redemption: The Issuer reserves the right, at its option, to redeem Contractual
Obligations having stated maturities on and after February 15, 2023, in whole or in part in
principal amounts of $5,000 or any integral multiple thereof, on February 15, 2022 or any date
thereafter, at a price of par plus accrued interest to the date of redemption.
Mandatory Redemption. The term contractual obligations maturing on February 15, 2019,
February 15, 2022, February 15, 2025, February 25, 2028 and February 15, 2032 (collectively,
the "Term Contractual Obligation ") are subject to mandatory sinking fund redemption as set out
in the Contractual Obligation Ordinance.
Priced tote a ruary , 2023 optional redemption date.
Schedule III
#4132213.2
EXHIBIT A
[Closing Date]
[Underwriters]
Re: City of Wylie, Texas General Obligation Refunding Bonds, Series 2012 (the "Bonds ")
and Public Property Finance Contractual Obligations, Series 2012 (the "Contractual
Obligations ")
Ladies and Gentlemen:
We have acted as counsel to you as Underwriters of $7,005,000 aggregate principal
amount of the above - captioned Bonds and $1,565,000 aggregate principal amount of the above.
captioned Contractual Obligations (collectively, the "Obligations ") issued by the City of Wylie,
Texas (the "Issuer "), pursuant to separate ordinances adopted by the City Council of the Issuer
on July 24, 2012 (the "Ordinances "). The Underwriters are purchasing the Obligations pursuant
to the Bond Purchase Agreement (the "Bond Purchase Agreement ") with respect thereto, dated
July 24, 2012. Unless otherwise expressly provided herein, capitalized terms used in this
opinion shall have the meanings ascribed to them in the Bond Purchase Agreement.
As your counsel, we have examined executed copies of the Ordinances, the Bond
Purchase Agreement and the Official Statement and the certificates and opinions referred to in
Paragraph 60) of the Bond Purchase Agreement. In addition, we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of such records of the Issuer,
agreements and other instruments, certificates of public officials and representatives of the
Issuer, and such other documents as we have deemed necessary or advisable as a basis for the
opinions hereinafter expressed.
Based on the foregoing and in reliance on the matters
opinion that the Obligations are exempted securities under
amended (the "1933 Act ") and the Trust Indenture Act of
Indenture Act ") and it is not necessary, in connection wit
Obligations, to register the Obligations under the 1933 Act or to
Trust Indenture Act.
described below, we are of the
the Securities Act of 1933, as
1939, as amended (the "Trust
h the offering and sale of the
qualify the Ordinances under the
Because the primary purpose of our professional engagement was not to establish factual
matters and because of the wholly or partially nonlegal character of many determinations
involved in the preparation of the Official Statement and because the information in the Official
Statement included under the headings and subheadings "THE BONDS AND CONTRACTUAL
OBLIGATIONS — Book -Entry -Only System," "TAX MATTERS," and "CONTINUING
DISCLOSURE OF INFORMATION – Compliance with Prior Undertakings," and Appendices
A & B thereto were prepared by others who have been engaged to review or provide such
A4
#4132213.2
information, we are not passing on and do not assume any responsibility for the information
contained under such headings and in the appendices, and, except as set forth in the last sentence
of this paragraph, we are not passing upon and do not assume any responsibility for the accuracy,
completeness, or fairness of the statements contained in the Official Statement (including any
appendices, schedules and exhibits thereto), and make no representation that we have
independently verified the accuracy, completeness or fairness of any such statements. At your
request, we have participated as your counsel in conferences with representatives of the Issuer,
the bond counsel to the Issuer, the financial advisors to the Issuer and your representatives, at
which conferences the contents of the Official Statement and related matters were discussed.
Based on our participation in the above - mentioned conferences and in reliance thereon and on
the certificates, opinions and other documents herein mentioned, we advise you that no facts
have come to our attention that lead us to believe that the Official Statement (except as to any
financial, forecast, technical, and statistical statements and data included in the Official
Statement and in the Appendices thereto, and the information under the headings "THE BONDS
AND CONTRACTUAL OBLIGATIONS—Book -Entry -Only System," "TAX MATTERS," and
"CONTINUING DISCLOSURE OF INFORMATION – Compliance with Prior Undertakings,"
and Appendices A & B thereto, as to which we are not called upon to express any opinion or
belief) contains any untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading.
The opinions expressed herein are expressed only insofar as the laws of the State of
Texas and the United States of America may be applicable. This opinion may be relied upon
only by the addressees hereof and may not be used or relied upon by any other person for any
purpose whatsoever without, in each instance, our prior written consent.
Very truly yours,
A -2
#4132213.2
EXHIBIT C
SPECIAL ESCROW AGREEMENT
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
C -1
SPECIAL ESCROW AGREEMENT
THIS SPECIAL ESCROW AGREEMENT (the "Agreement ") is made and entered into
as of July 24, 2012, by and between the City of Wylie, Texas (the "Issuer ") and The Bank of
New York Mellon Trust Company, N.A., a banking association organized and existing under the
laws of the United States of America, or its successors or assigns hereunder (the "Escrow
Agent ").
WITNESSETH:
WHEREAS, the City Council of the Issuer has heretofore issued, sold and delivered, and
there is currently outstanding obligations of the following issues or series, totaling in principal
amount of $6,448,309 (collectively, the "Refunded Obligations "), more particularly described as
follows:
(1) City of Wylie, Texas, General Obligation Bonds, Series 2002, dated September
15, 2002, maturing on February 15 in the years 2013 through 2020 and 2022, and aggregating in
the principal amount of $1,555,000 (the "Series 2002 Refunded Bonds ");
(2) City of Wylie, Texas, Public Property Finance Contractual Obligations, Series
2005, dated September 1, 2005, being a portion of such obligations maturing on August 1, 2013
through February 1, 2016, and aggregating in the principal amount of $548,208 (the "Series 2005
Refunded Contracts ");
(3) City of Wylie, Texas, General Obligation Bonds, Series 2006, dated March 15,
2006, being a portion of such bonds maturing on February 15 in each of the years 2015 through
2022, and aggregating in the principal amount of $2,730,000 (the "Series 2006 Refunded
Bonds ");
(4) City of Wylie, Texas, Public Property Finance Contractual Obligations, Series
2007, dated June 15, 2007, maturing on February 15 in the years 2014 through 2021, and
aggregating in the principal amount of $415,100 (the "Series 2007 Refunded Contracts "); and
(5) City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation,
Series 20078, dated December 1, 2007, maturing on February 15 in the years 2014 through
2028, and aggregating in the principal amount of $1,655,000 (the "Series 2007B Refunded
Certificates "); and
WHEREAS, in accordance with the provisions of Texas Government Code,
Chapter 1207, as amended (the "Act "), the Issuer is authorized to sell ref riding bonds in an
amount sufficient to provide for the payment of obligations to be refunded, deposit the proceeds
of such refunding bonds with any place of payment for the obligations being refunded, or other
authorized depository, and enter into an escrow or similar agreement with such depository for the
safekeeping, investment, reinvestment, administration and disposition of such deposit, upon such
terms and conditions as the parties may agree, provided such deposits may be invested only in
(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,
95665439:2(11109173
including obligations unconditionally guaranteed or insured by the agency or instrumentality and
on the date of their acquisition or purchase by the Issuer are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent and
(iii) noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and on the date of their acquisition or purchase by
the Issuer, are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent (hereinafter called the "Governmental Securities ") that
mature and /or bear interest payable at such times and in such amounts as will be sufficient to
provide for the scheduled payment of the Refunded Obligations; and
WHEREAS, the Refunded Obligations are scheduled to mature, or be redeemed, and
interest thereon is payable on the dates and in the manner set forth in Exhibit A attached hereto
and incorporated herein by reference as a part of this Agreement for all purposes; and
WHEREAS, the Issuer, pursuant to an ordinance duly passed and adopted by the City
Council of the Issuer on July 24, 2012 (the "Ordinance "), authorized the issuance of bonds
known as "City of Wylie, Texas, General Obligation Refunding Bonds, Series 2012 ", dated
July 15, 2012 (the "Bonds "), and such Bonds are being issued to refund, discharge and make
final payment of the principal of and interest on the Refunded Obligations; and
WHEREAS, upon the delivery of the Bonds, the proceeds of sale, together with other
available funds of the Issuer to be deposited with the Escrow Agent, are to be used in part to
purchase the Governmental Securities listed and identified in Exhibit B attached hereto and
incorporated herein by reference as a part of this Agreement for. all purposes (together with
substituted securities therefor in accordance with the provisions of Section 11 hereof, hereinafter
referred to as the "Escrowed Securities "); and
WHEREAS, the Escrowed Securities shall be held and deposited to the credit of the
"Escrow Fund" to be established and maintained by the Escrow Agent in accordance with this
Agreement; and
WHEREAS, the Escrowed Securities, together with the beginning cash balance in the
Escrow Fund, shall mature and the interest thereon shall be payable at such times to insure the
existence of monies sufficient to pay the principal amount of the Refunded Obligations and the
accrued interest thereon, as the same shall become due in accordance with the terms of the
ordinances authorizing the issuance of the Refunded Obligations and as set forth in Exhibit A
attached hereto; and
WHEREAS, the Issuer has completed all arrangements for the purchase of the Escrowed
Securities listed in Exhibit B and the deposit and credit of the- same to the Escrow Fund as
provided herein; and
WHEREAS, the Escrow Agent is a banking association organized and existing under the
laws of the United States of America, possessing trust powers and is fully qualified and
empowered to enter into this Agreement and authorized to do business in the State of Texas; and
WHEREAS, in the Ordinance, the City Council duly approved and authorized the
execution of this Agreement; and
95665439.2/11109173 2
WHEREAS, the Issuer and the Escrow Agent, as the case may be, shall take all action
necessary to call, pay, redeem and retire said Refunded Obligations in accordance with the
provisions thereof, including, without limitation, all actions required by the ordinances
authorizing the issuance of the Refunded Obligations, the Act, the Ordinance and this
Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and to
secure the payment of the principal of and the interest on the Refunded Obligations as the same
shall become due, the Issuer and the Escrow Agent hereby mutually undertake, promise and
agree as follows:
SECTION 1. Receipt of Refunded Obligations Ordinances and the Ordinance. Receipt of
copies of the ordinances authorizing the issuance of the Refunded Obligations and the Ordinance
is hereby acknowledged by the Escrow Agent. Reference herein to or citation herein of any
provision of said documents shall be deemed an incorporation of such provision as a part hereof
in the same manner and with the same effect as if it were fully set forth herein.
SECTION 2. Escrow Fund Creation/Fundin . There is hereby created by the Issuer with
the Escrow Agent a special segregated and irrevocable trust fund designated "CITY OF WYLIE,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012 ESCROW FUND"
(hereinafter called the "Escrow Fund ") for the benefit of the holders of the Refunded
Obligations, and, immediately following the delivery of the Bonds, the Issuer agrees and
covenants to cause to be deposited with the Escrow Agent the following amounts:
$ 5,754,947.00 For the purchase of Escrowed Securities listed in Exhibit B to be
held for the account of the Escrow Fund; and
$ 1,557,695.72 For deposit in the Escrow Fund as a beginning cash balance.
The Escrow Agent hereby accepts the Escrow Fund and further agrees to receive said
moneys, apply the same as set forth herein, and to hold the cash and Escrowed Securities
deposited and credited to the Escrow Fund for application and disbursement for the purposes and
in the manner provided in this Agreement.
SECTION 3. Escrow Fund Sufficiency Warranty. The Issuer hereby represents that the
cash and Escrowed Securities, together with the interest to be earned thereon, deposited to the
credit of the Escrow Fund will be sufficient to pay the principal of and premium and interest on
the Refunded Obligations as the same shall become due and payable, and such Refunded
Obligations, and the interest thereon, are to mature or he redeemed and shall be paid at the times
and in the amounts set forth and identified in Exhibit A attached hereto.
Furthermore, the Escrow Agent acknowledges receipt of copies of the ordinances
authorizing the issuance of the Refunded Obligations and a copy of the Ordinance which
provides for the redemption of the (i) Series 2002 Refunded Bonds on August 30, 2012,
(ii) Series 2005 Refunded Contracts on February 1, 2013, (iii) Series 2007 Refunded Contracts
and Series 2007B Refunded Certificates on February 15, 2013, and (iv) Series 2006 Refunded
Bonds on February 15, 2016, at the price of par plus accrued interest to the date of redemption,
95665439.2111109173 3
and the Escrow Agent agrees to cause a notice of redemption pertaining to the Series 2002
Refunded Bonds and the Series 2006 Refunded Bonds to be sent to the registered owners thereof
appearing on the registration books at least thirty (30) days prior to the respective redemption
dates therefor.
SECTION 4. Pledge of Escrow. The Escrow Agent agrees that all cash and Escrowed
Securities, together with any income or interest earned thereon, held in the Escrow Fund shall be
and is hereby irrevocably pledged to the payment of the principal of and interest on the Refunded
Obligations which will mature and become due on and after the date of this Agreement, and such
funds initially deposited and to be received from maturing principal and interest on the Escrowed
Securities in the Escrow Fund shall be applied solely in accordance with the provisions of this
Agreement.
SECTION 5. Escrow Insufficiency - Issuer Warranty to Cure. If, for any reason, the
funds on hand in the Escrow Fund shall be insufficient to make the payments set forth in
Exhibit A attached hereto, as the same becomes due and payable, the Issuer shall make timely
deposits to the Escrow Fund, from lawfully available funds, of additional funds in the amounts
required to make such payments. Notice of any such insufficiency shall be immediately given by
the Escrow Agent to the Issuer by the fastest means possible, but the Escrow Agent shall in no
manner be responsible for the Issuer's failure to make such deposits.
SECTION 6. Escrow Fund Securities - Se re ag tion. The Escrow Agent shall hold said
moneys and Escrowed Securities in the Escrow Fund at all times as a special and separate trust
fund for the benefit of the holders of the Refunded Obligations, wholly segregated from other
moneys and securities on deposit with the Escrow Agent; shall never commingle said Escrowed
Securities and moneys with other moneys or securities of the Escrow Agent; and shall hold and
dispose of the assets therein only as set forth herein.. Nothing herein contained shall be construed
as requiring the Escrow Agent to keep the identical moneys, or any part thereof, in said Escrow
Fund, if it is impractical, but moneys of an equal amount, except to the extent such are
represented by the Escrowed Securities, shall always be maintained on deposit in the Escrow
Fund by the Escrow Agent, as escrow agent; and a special account evidencing such facts shall at
all times be maintained on the books of the Escrow Agent.
SECTION 7. Escrow Fund Collections /Payments. The Escrow Agent shall from time to
time collect and receive the principal of and interest on the Escrowed Securities as they
respectively mature and become due and credit the same to the Escrow Fund. On or before each
principal and /or interest payment date or redemption date, as the case may be, for the Refunded
Obligations shown in Exhibit A attached hereto, the Escrow Agent, without further direction
from anyone, including the Issuer, shall cause to be withdrawn from the Escrow Fund the
amount required to pay the accrued interest on the Refunded Obligations due and payable on said
payment date and the principal of the Refunded Obligations due and payable on said payment
date or redemption date, as the case may be, and the amount withdrawn from the Escrow Fund
shall be immediately transmitted and deposited with the paying agent for each respective series
of Refunded Obligations to be paid with such amount. The paying agent for the Series 2002
Refunded Bonds and the Series 2006 Refunded Bonds is the Escrow Agent. The paying agent
for the Series 2005 Refunded Contracts, the Series 2007 Refunded Contracts and the Series
2007B Refunded Certificates is American National Bank of Texas.
95665439.2/11109173 4
If any Series 2002 Refunded Bond or Series 2006 Refunded Bond or interest coupon
thereon shall not be presented for payment when the principal thereof or interest thereon shall
have become due, and if cash shall at such times be held by the Escrow Agent in trust for that
purpose sufficient and available to pay the principal of such Series 2002 Refunded Bond or
Series 2006 Refunded Bond and interest thereon it shall be the duty of the Escrow Agent to hold
said cash without liability to the holder of such Series 2002 Refunded Bond or Series 2006
Refunded Bond for interest thereon after such maturity or redemption date, in trust for the benefit
of the holder of such Series 2002 Refunded Bond or Series 2006 Refunded Bond, who shall
thereafter be restricted exclusively to said cash for any claim of whatever nature on his part on or
with respect to said Series 2002 Refunded Bond or Series 2006 Refunded Bond, including for
any claim for the payment thereof and interest thereon. All cash required by the provisions
hereof to be set aside or held in trust for the payment of the Series 2002 Refunded Bonds and the
Series 2006 Refunded Bonds, including interest thereon, shall be applied to and used solely for
the payment of the Series 2002 Refunded Bonds and the Series 2006 Refunded Bonds and
interest thereon with respect to which such cash has been so set aside in trust.
Subject to the provisions of the last sentence of Section 25 hereof, cash held by the
Escrow Agent in trust for the payment and discharge of any of the Series 2002 Refunded Bonds
and the Series 2006 Refunded Bonds and interest thereon which remains unclaimed for a period
of three (3) years after the stated maturity date or redemption date of such Series 2002 Refunded
Bonds and Series 2006 Refunded Bonds shall be returned to the Issuer. Notwithstanding the
above and foregoing, any remittance of funds from the Escrow Agent to the Issuer shall be
subject to any applicable unclaimed property laws of the State of Texas.
SECTION 8. Disposal of Refunded Obligations. All Refunded Obligations cancelled on
account of payment by the Escrow Agent shall be cremated or otherwise destroyed by the
Escrow Agent, and an appropriate certificate of destruction furnished the Issuer.
SECTION 9. Escrow Fund Encumbrance. The escrow created hereby shall be
irrevocable and the holders of the Refunded Obligations shall have an express lien on all moneys
and Escrowed Securities in the Escrow Fund until paid out, used and applied in accordance with
this Agreement.
Unless disbursed in payment of the Refunded Obligations, all funds and the Escrowed
Securities received by the Escrow Agent for the account of the Issuer hereunder shall be and
remain the property of the Escrow Fund and the lssuer and the owners of the Refunded
Obligations shall be entitled to a preferred claim and shall have a first lien upon such funds and
Escrowed Securities enjoyed by a trust beneficiary. The funds and Escrowed Securities received
by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the
Issuer and the Escrow Agent and the Issuer shall have no right or title with respect thereto,
except as otherwise provided herein. Such funds and Escrowed Securities shall not be subject to
checks or drafts drawn by the Issuer.
SECTION 10. Absence of Escrow Agent, Claim - Lien on Escrow Fund. The Escrow
Agent shall have no lien whatsoever upon any of the moneys or Escrowed Securities in the
Escrow Fund for payment of services rendered hereunder, services rendered as paying
95665439.2/11109173 5
agent /registrar for the Series 2002 Refunded Bonds and the Series 2006 Refunded Bonds, or for
any costs or expenses incurred hereunder and reimbursable from the Issuer.
SECTION 11. Substitution - Reinvestments. (a) The Escrow Agent shall be authorized to
accept initially and temporarily cash and /or substituted Escrowed Securities pending the delivery
of the Escrowed Securities identified in the Exhibit B attached hereto, or shall be authorized to
redeem the Escrowed Securities and reinvest the proceeds thereof, together with other moneys
held in the Escrow Fund in noncallable direct obligations of the United States of America
provided such early redemption and reinvestment of proceeds does not change the repayment
schedule of the Refunded Obligations appearing in Exhibit A and the Escrow Agent receives the
following:
(i) an opinion by an independent certified public accountant to the
effect that (i) the initial and /or temporary substitution of cash and /or securities for
one or more of the Escrowed Securities identified in Exhibit B pending the
receipt and delivery thereof to the Escrow Agent or (ii) the redemption of one or
more of the Escrowed Securities and the reinvestment of such funds in one or
more substituted Governmental Securities, together with the interest thereon and
other available moneys then held in the Escrow Fund, will, in either case, be
sufficient, without reinvestment, to pay, as the same become due in accordance
with Exhibit A, the principal of, and interest on, the Refunded Obligations which
have not previously been paid, and
(ii) with respect to an early redemption of Escrowed Securities and the
reinvestment of the proceeds thereof, an unqualified opinion of nationally
recognized municipal bond counsel to the effect that (a) such investment will not
cause interest on the Bonds or Refunded Obligations to be included in the gross
income for federal income tax purposes, under the Code and related regulations as
in effect on the date of such investment, or otherwise make the interest on the
Bonds or the Refunded Obligations subject to Federal income taxation and
(b) such reinvestment complies with the Constitution and laws of the State of
Texas and with all relevant documents relating to the issuance of the Refunded
Obligations and the Bonds.
(b) If on the date and in the amount shown in Exhibit C attached hereto there exists
cash in the Escrow Fund, the Escrow Agent and the Issuer agree at least fifteen (15) days prior to
such date, to subscribe for the purchase of United States Treasury Securities - State and Local
Govenunent Series (SLGS) bearing zero interest (0 %) and on such date, in the amount and
scheduled to mature as provided in Exhibit C and subscription forms prepared therefor as may
be then required by the United States Department of the Treasury; provided that the then existing
rules and regulations and policy of United States Department of the Treasury permit and
authorize such investments. Should the policy, rules and regulations of the United States
Department of Treasury not permit or authorize the purchase of such SLGS at such time or
times, such cash balance or balances shall remain uninvested and held in trust for the benefit of
the holders of the Refunded Obligations and used for the payment of the Remanded Obligations
on the dates and in the amount such moneys would have been expended had such SLGS been
acquired and matured.
95665439.2/11109173 6
SECTION 12. Restriction Re: Escrow Fund Investments /Re- Investment. Except as
provided in Section 11 hereof, moneys in the Escrow Fund will be invested only in the Escrowed
Securities listed in Exhibit B and neither the Issuer nor the Escrow Agent shall reinvest any
moneys deposited in the Escrow Fund except as specifically provided by this Agreement.
SECTION 13. Excess Funds. If at any time through redemption or cancellation of the
Refunded Obligations there exists or will exist excesses of interest on or maturing principal of
the Escrowed Securities in excess of the amounts necessary hereunder for the Refunded
Obligations, the Escrow Agent may transfer such excess amounts to or on the order of the Issuer,
provided that the Issuer delivers to the Escrow Agent the following:
(i) an opinion by an independent certified public accountant that after
the transfer of such excess, the principal amount of securities in the Escrow Fund,
together with the interest thereon, and other available monies then held in the
Escrow Fund, will be sufficient to pay, as the same become due and without
reinvestment, in accordance with Exhibit A, the principal of, and interest on, the
Refunded Obligations which have not previously been paid, and
(ii) an unqualified opinion of nationally recognized municipal bond
counsel to the effect that (a) such transfer will not cause interest on the Bonds or
the Refunded Obligations to be included in gross income for federal income tax
purposes, under the Code and related regulations as in effect on the date of such
transfer, or otherwise make the interest on the Bonds or the Refunded Obligations
subject to Federal income taxation,, and (b) such transfer complies with the
Constitution and laws of the State of Texas and with all relevant documents
relating to the issuance of the Refunded Obligations or the Bonds.
SECTION 14. Collateralization. The Escrow Agent shall continuously secure the monies
in the Escrow Fund not invested in Escrowed Securities by a pledge of direct obligations of the
United States of America, in the par or face amount at least equal to the principal amount of said
uninvested monies to the extent such money is not insured by the Federal Deposit Insurance
Corporation.
SECTION 15. Absence of Escrow Agent's Liability Re: Investments. The Escrow Agent
shall not be liable or responsible for any loss resulting from any investment made in the
Escrowed Securities or substitute securities as provided in Section 11 hereof.
SECTION 16. Escrow Agent's Compensation - Escrow Administration - Settlement of
Paying, Agents' Charges. The Issuer agrees to pay the Escrow Agent for the performance of
services hereunder and as reimbursement for anticipated expenses to be incurred hereunder the
amount of $3,000 and, except for reimbursement of costs and expenses incurred by the Escrow
Agent pursuant to Sections 3, 11, and 19 hereof, the Escrow Agent hereby agrees said amount is
full and complete payment for the administration of this Agreement.
The Issuer also agrees to deposit with the Escrow Agent on the effective date of this
Agreement, the sum of $300, which represents the total charge due the Escrow Agent as paying
agent for the Series 2002 Refunded Bonds and the Escrow Agent acknowledges and agrees that
95665439:2/11109173 7
such amount is and represents the total amount of compensation due the Escrow Agent for
services rendered as paying agent for the Series 2002 Refunded bonds. The Escrow Agent
hereby agrees to pay, assume and be fully responsible for any additional charges that it may
incur in the performance of its duties and responsibilities as paying agent for the Series 2002
Refunded Bonds and the Series 2006 Refunded Bonds.
SECTION 17. Escrow Agent's Duties - Responsibilities - Liability. The Escrow Agent
shall not be responsible for any recital herein, except with respect to its organization and its
powers and authority. As to the existence or nonexistence of any fact relating to the Issuer or as
to the sufficiency or validity of any instrument, paper or proceedings relating to the Issuer, the
Escrow Agent shall be entitled to rely upon a certificate signed on behalf of the Issuer by its
Mayor, Mayor Pro Tem, City Manager, Finance Director and City Secretary, any one or more of
said officials, as sufficient evidence of the facts therein contained. The Escrow Agent may
accept a certificate of the City Secretary under the Issuer's seal, to the effect that a resolution or
other instrument in the form therein set forth has been adopted by the City Council of the Issuer,
as conclusive evidence that such resolution or other instrument has been duly adopted and is in
full force and effect.
The duties and obligations of the Escrow Agent shall be determined solely by the express
provisions of this Agreement and the Escrow Agent shall not be liable except for the
performance of such duties and obligations as are specifically set forth in this Agreement, and no
implied covenants or obligations shall be read into this Agreement against the Escrow Agent.
In the absence of bad faith on the part of the Escrow Agent, the Escrow Agent may
conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificate or opinion furnished to the Escrow Agent, conforming to the
requirements of. this Agreement; but notwithstanding any provision of this Agreement to the
contrary, in the case of any such certificate or opinion or any evidence which by any provision
hereof is specifically required to be furnished to the Escrow Agent, the Escrow Agent shall be
under a duty to examine the same to determine whether it conforms to the requirements of this
Agreement.
The Escrow Agent shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Escrow Agent unless it shall be proved that the Escrow
Agent was negligent in ascertaining or acting upon the pertinent facts.
The Escrow Agent shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the holders of not less than a
majority in aggregate principal amount of all said Refunded Obligations at the time outstanding
relating to the time, method and place of conducting any proceeding for any remedy available to
the Escrow Agent not in conflict with the intent and purpose of this Agreement. For the
purposes of determining whether the holders of the required principal amount of said Refunded
Obligations have concurred in any such direction, Refunded Obligations owned by any obligor
upon the Refunded Obligations, or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with such obligor, shall be disregarded, except that
for the purposes of determining whether the Escrow Agent shall be protected in relying on any
95665439.2/11109173 8
such direction only Refunded Obligations which the Escrow Agent knows are so owned shall be
so disregarded.
The Escrow Agent may execute any of the trusts or powers hereunder or perform any
duties hereunder directly or by or through its agents or attorneys and may in all cases pay
reasonable compensation to any agent or attorney retained or employed by it in connection
therewith; provided, however, the Issuer shall not be liable for any payments or expenses
incurred by the Escrow Agent pursuant to this paragraph.
The term "Responsible Officers" of the Escrow Agent, as used in this Agreement, shall
mean and include the Chairman of the Board of Directors, the President, any Vice President and
any Second Vice President, the Secretary and any Assistant Secretary, the Treasurer and any
Assistant Treasurer, and every other officer and assistant officer of the Escrow Agent
customarily performing functions similar to those performed by the persons who at the time shall
be officers, respectively, or to whom any corporate trust matter is referred, because of his
knowledge of and familiarity with a particular subject; and the term "Responsible Officer" of the
Escrow Agent, as used in this Agreement, shall mean and include any of said officers or persons.
To the extent permitted by law, the Issuer agrees to indemnify the Escrow Agent for, and
hold it harmless against, any loss, liability or expense incurred by the Escrow Agent without
negligence or bad faith on the Escrow Agent's part, arising out of or in connection with its
acceptance or administration of the Escrow Agent's duties hereunder, including the cost and
expense (including the Escrow Agent's counsel fees) of defending against any claim or liability
in connection with the exercise or performance of any of the Escrow Agent's power or duties
under this Agreement.
SECTION 18. Limitation Re: Escrow Agent's Duties/Responsibilities - Liabilities to
Third Parties. The Escrow Agent shall not be responsible or liable to any person in any manner
whatever for the sufficiency, correctness, genuineness, effectiveness, or validity of this
Agreement with respect to the Issuer, or for the identity or authority of any person making or
executing this Agreement for and on behalf of the Issuer. The Escrow Agent is authorized by the
Issuer to rely upon the representations of the Issuer with respect to this Agreement and the
deposits made pursuant hereto and as to the Issuer's right and power to execute and deliver this
Agreement, and the Escrow Agent shall not be liable in any manner as a result of such reliance.
The duty of the Escrow Agent hereunder shall only be to the Issuer and the holders of the
Refunded Obligations. Neither the Issuer nor the Escrow Agent shall assign or attempt to assign
or transfer any interest hereunder or any portion of any such interest. Any such assignment or
attempted assignment shall be in direct conflict with this Agreement and be without effect.
This Agreement shall not create an obligation on the part of the Escrow Agent to
calculate or in any way verify the sufficiency or projected future sufficiency of the maturing
principal of and interest on the Escrow Securities, any substitute Escrow Securities and other
money held by the Escrow Agent pursuant to this Agreement to pay the Refunded Obligations.
SECTION 19. Interpleader. In the event conflicting demands or notices are made upon
the Escrow Agent growing out of or relating to this Agreement or the Escrow Agent in good
95665439.2/11109173 9
faith is in doubt as to what action should be taken hereunder, the Escrow Agent shall have the
right at its election to:
(i) Withhold and stop all further proceedings in, and performance of,
this Agreement with respect to the issue in question and of all instructions
received hereunder in regard to such issue; and
(ii) File a suit in interpleader and obtain an order from a court of
appropriate jurisdiction in the State of Texas requiring all persons involved to
interplead and litigate in such court their several claims and rights among
themselves.
In the event the Escrow Agent becomes involved in litigation in connection with this
Agreement, the Issuer, to the extent permitted by law, agrees to indemnify and save the Escrow
Agent harmless from all loss, cost, damages, expenses and attorney fees suffered or incurred by
the Escrow Agent as a result thereof. The obligations of the Escrow Agent under this Agreement
shall be performable at the principal corporate office of the Escrow Agent in the City of Dallas,
Texas. To the extent permitted by law, and subject to any applicable statutes of limitation, the
foregoing indemnification shall survive the resignation or removal of the Escrow Agent or the
termination of this Agreement.
The Escrow Agent may advise with legal counsel in the event of any dispute or question
regarding the construction of any of the provisions hereof or its duties hereunder, and in the
absence of negligence or bad faith on the part of the Escrow Agent, no liability shall be incurred
by the Escrow Agent for any action taken pursuant to this Section and the Escrow Agent shall be
fully protected in acting in accordance with the opinion and instructions of legal counsel that is
knowledgeable and has expertise in the field of law addressed in any such legal opinion or with
respect to the instructions given.
SECTION 20. Accounting - Report. Promptly after September 30th of each year,
commencing with the year 2011 -12, so long as the Escrow Fund is maintained under this
Agreement, the Escrow Agent shall forward by letter to the Issuer, to the attention of the Finance
Director, or other designated official of the Issuer, a statement in detail of the Escrowed
Securities and monies held, and the current income and maturities thereof, and the withdrawals
of money from the Escrow Fund for the preceding 12 month period ending September 30th of
each year.
SECTION 21. Notices. Any notice, authorization, request or demand required or
permitted to be given hereunder shall be in writing and shall be deemed to have been duly given
when mailed by registered or certified mail, postage prepaid addressed as follows:
CITY OF WYLIE, TEXAS
300 Country Club Road, Building 100
Wylie, Texas 75098
Attention: Finance Director
95665439.2/11109173 10
THE BAND OF NEW YORK MELLON TRUST COMPANY, N.A.
2001 Bryan Street, 11th Floor
Dallas, Texas 75201
Attention Issuer Administrative Services
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving
to the other parties not less than ten (10) days prior notice thereof.
SECTION 22. Performance Date. Whenever under the terms of this Agreement the
performance date of any provision hereof, including the date of maturity of interest on or
principal of the Refunded Obligations, shall be a Sunday or a legal holiday or a day on which the
Escrow Agent is authorized by law to close, then the performance thereof, including the payment
of principal of and interest on the Refunded Obligations, need not be made on such date but may
be performed or paid, as the case may be, on the next succeeding business day of the Escrow
Agent with the same force and effect as if made on the date of performance or payment and with
respect to a payment, no interest shall accrue for the period after such date.
SECTION 23. Warranty of Parties Re: Power to Execute and Deliver Escrow Agreement.
The Issuer covenants that it will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in this Agreement, in any and every said
Refunded Obligation as executed, authenticated and delivered and in all proceedings pertaining
thereto as said Refunded Obligations shall have been modified as provided in this Agreement.
The Issuer covenants that it is duly authorized under the Constitution and laws of the State of
Texas to execute and deliver this Agreement, that all actions on its part for the payment of said
Refunded Obligations as provided herein and the execution and delivery of this Agreement have
been duly and effectively taken and that said Refunded Obligations and coupons in the hands of
the holders and owners thereof are and will be valid and enforceable obligations of the Issuer
according to the import thereof as provided in this Agreement.
SECTION 24. Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the parties to be performed should be determined by a court of
competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and
construed to be severable from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of this Agreement. In the event
any covenant or agreement contained in this Agreement is declared to be severable from the
other provisions of this Agreement, written notice of such event shall immediately be given to
each national rating service (Moody's Investors Service, Inc. [ "Moody's "], Standard & Poor's
Ratings Services, a Standard & Poor's Financial Services LLC business [ "S &P "] or Fitch Inc
[ "Fitch "]) which has rated the Refunded Obligations on the basis of this Agreement.
SECTION 25. Termination. This Agreement shall terminate when the Refunded
Obligations, including interest due thereon, have been paid and discharged in accordance with
the provisions of this Agreement. If any Refunded Obligations are not presented for payment
when due and payable, the nonpayment thereof shall not prevent the termination of this
95665439.2/11109173 11
Agreement. Funds for the payment of any nonpresented Refunded Obligations and accrued
interest thereon shall upon termination of this Agreement be held by the Escrow Agent for such
purpose in accordance with Section 7 hereof. Any moneys or Escrowed Securities held in the
Escrow Fund at termination and not needed for the payment of the principal of or interest on any
of the Refunded Obligations shall be paid or transferred to the Issuer.
SECTION 26. Time of the Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Agreement.
SECTION 27. Successors/Assigns. (a) Should the Escrow Agent not be able to legally
serve or perform the duties and obligations under this Agreement, or should the Escrow Agent be
declared to be insolvent or closed for any reason by federal or state regulatory authorities or a
court of competent jurisdiction, the Issuer, upon being notified or discovering the Escrow
Agent's inability or disqualification to serve hereunder, shall forthwith appoint a successor to
replace the Escrow Agent, and upon being notified of such appointment, the Escrow Agent shall
(1) transfer all funds and securities held hereunder, together with all books, records and accounts
relating to the Escrow Fund and the Refunded Obligations, to such successor and (ii) assign all
rights, duties and obligations under this Agreement to such successor. If the Issuer should fail to
appoint such a successor within ninety (90) days from the date the Issuer discovers, or is notified
of, the event or circumstance causing the Escrow Agent's inability or disqualification to serve
hereunder, the Escrow Agent, or a bondholder of the Refunded Obligations, may apply, at the
expense of the Issuer, to a court of competent jurisdiction to appoint a successor or assigns of the
Escrow Agent and such court, upon determining the Escrow Agent is unable to continue to serve,
shall appoint a successor to serve under this Agreement and the amount of compensation, if any,
to be paid to such successor for the remainder of the term of this Agreement for services to be
rendered both for administering the Escrow Fund and for paying agent duties and responsibilities
for the Refunded Obligations.
(b) Furthermore, the Escrow Agent may resign and be discharged from performing its
duties and responsibilities under this Agreement upon notifying the Issuer in writing of its
intention to resign and requesting the Issuer to appoint a successor. No such resignation shall
take effect until a successor has been appointed by the Issuer and such successor has accepted
such appointment and agreed to perform all duties and obligations hereunder for a total
compensation equal to the unearned proportional amount paid the Escrow Agent under
Section 16 hereof for the administration of this Agreement and the unearned proportional amount
of the paying agents fees for the Refunded Obligations due the Escrow Agent.
C)
Any successor to the Escrow Agent shall be a commercial bank, trust company or other
financial institution that is duly qualified under applicable law (the Act, or other appropriate
statute) to serve as escrow agent hereunder and authorized and empowered to perform the duties
and obligations contemplated by this Agreement and organized and doing business under the
laws of the United States or the State of Texas, having its principal office and place of business
in the State of Texas, having a combined capital and surplus of at least $50,000,000 and be
subject to the supervision or examination by Federal or State authority.
Any successor or assigns to the Escrow Agent shall execute, acknowledge and deliver to
the Issuer and the Escrow Agent, or its successor or assigns, an instrument accepting such
95665439.2/11109173 12
appointment hereunder, and the Escrow Agent shall execute and deliver an instrument
transferring to such successor, subject to the terms of this Agreement, all the rights, powers and
trusts created and established and to be performed under this Agreement. Upon the request of
any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for
more fully and certainly vesting in and confirming to such successor Escrow Agent all such
rights, powers and duties. The term "Escrow Agent" as used herein shall be the Escrow Agent
and its legal assigns and successor hereunder.
SECTION 28. Escrow Agreement Amendment/Modification. This Agreement shall be
binding upon the Issuer and the Escrow Agent and their respective successors and legal
representatives and shall inure solely to the benefit of the holders of the Refunded Obligations,
the Issuer, the Escrow Agent and their respective successors and legal representatives.
Furthermore, no alteration, amendment or modification of any provision of this Agreement
(1) shall alter the firm financial arrangements made for the payment of the Refunded
Obligations or (2) shall be effective unless (i) prior written consent of such alteration,
amendment or modification shall have been obtained from the holders of all Refunded
Obligations outstanding at the time of such alteration, amendment or modification and (ii) such
alteration, amendment or modification is in writing and signed by the parties hereto; provided,
however, the Issuer and the Escrow Agent may, without the consent of the holders of the
Refunded Obligations, amend or modify the terms and provisions of this Agreement to cure in a
manner not adverse to the holders of the Refunded Obligations any ambiguity, formal defect or
omission in this Agreement. If the parties hereto agree to any amendment or modification to this
Agreement, prior written notice of such amendment or proposed modification, together with the
legal documents amending or modifying this Agreement, shall be furnished to each national
rating service (S &P, Moody's or Fitch) which has rated the Refunded Obligations on the basis of
this Agreement, prior to such amendment or modification being executed.
SECTION 29. Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 30. Executed Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
SECTION 31. Governing Law. This Agreement shall be governed by the laws of the
State of Texas and shall be effective as of the date of the delivery of the Bonds.
[Remainder ofpage left blank intentionally]
95665439.2/11109173 13
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers and attested as of the date first above written.
ATTEST:
City Secretary
(City Seal)
.�J
OF
+vv• 8
CITY OF WYLIE, TEXAS
Mayor
95665439.2/11109173 S -1
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Escrow Agent
Title: Vice President
(Bank Seal)
ATTEST:
;��7
Ti e: aSenlorAssociate
95665439.1/11109173 S -2
EXHIBIT A (page 1 of 5)
City of Wylie, Texas
(Collin County)
DEBT SERVICE PAYMENT ON THE 2002 BONDS AND
DEBT SERVICE PAYMENTS TO MATURITY ON THE 2002 BONDS
Interest Debt service
Date Principal rate Interest payment
08 -30 -12 $1,555,000 (1) $2,694.95 $1,557,694.95
(1) Actual maturity dates, principal amounts and interest rates are as follows:
Debt service
Interest
payments
Date
Principal
rate
Interest
to maturity
02 -15-13
$125,000
3.625%
$32,339.38
$157,339.38
08 -15 -13
30,073.75
30,073.75
02- 15 -.14
130,000
3.700%
30,073.75
160,073.75
08. 1514
27,668.75
27,668.75
02 -15 -15
135,000
3.800%
27,668.75
162,668.75
08 -15 -15
25,103.75
25,103.75
02 -15 -16
145,000
4.000%
25,103.75
170,103.75
08 -15 -16
22,203.75
22,203.75
02 -15 -17
150,000
4.100%
22,203.75
172,203.75
08 -15 -17
19,128.75
19,128.75
02 -15 -18
155,000
4.250%
19,128.75
174,128.75
08 -15 -18
15,835.00
15,835.00
02 -15 -19
165,000
4.300%
15,835.00
180,835.00
08 -15 -19
12,287.50
12,287.50
02 -15 -20
175,000
4.400%
12,287.50
187,287.50
08 -15 -20
8,437.50
8,437.50
02 -15 -21
185,000
4.500%
8,437.50
193,437.50
08 -15 -21
4,275.00
4,275.00
02 -15 -22
190,000
4.500%
4,275.00
194,275.00
$1,55-5,000
$362,366.88
$1,917,366.88
EXHIBIT A (page 2 of 5)
City of Wylie, Texas
(Collin County)
DEBT SERVICE PAYMENT ON THE 2005 OBLIGATIONS AND
DEBT SERVICE PAYMENTS TO MATURITY ON THE 2005 OBLIGATIONS
Interest Debt service
Date Principal rate Interest payment
02 -01 -13 $548,208.32 (1) $12,471.74 $560,680.06
(1) Actual maturity dates, principal amounts and interest rate are as follows:
Debt service
* Represents a portion of the principal amount outstanding
Interest
payments
Date
principal
rate
Interest
to maturity
02- 0113
$12,471.74
$12,471.74
08 -01 -13
$30,559.00 *
4.550%
12,471.74
43,030.74
02- 01 -14-
98,925.25
4.550%
11,776.53
110,701.78
08- 01-14
101,175.80
4.550%
9,525.98
110,701.78
02-01 -15
103,477.55
4.550%
7,224.23
110,701.78
08- 01 -1.5
105,831.67
4.550%
4,870.11
110,701.78
02 -01 -16
108,239.05
4.550%
2,462.44
110,701.49
$548,208.32
$60,802.77
$609,011.09
* Represents a portion of the principal amount outstanding
EXHIBIT A (page 3.of 5)
City of Wylie, Texas
(Collin County)
DEBT SERVICE PAYMENTS ON THE 2006 BONDS AND
DEBT SERVICE PAYMENTS TO MATURITY ON THE 2006 BONDS
(1) Actual maturity dates, principal amounts and interest rates are as follows:
Interest
Debt service
Date
Principal
rate
Interest
payments
02- 15-13
Principal
rate
$59,540.63
$59,540.63
08- 15 - -13
59,540.63
59,540.63
02 -15 -14
59,540.63
59,540.63
08 -15 -14
59,540.63
59,540.63
02 -15 -15
$170,000 *
5.000%
59,540.63
229,540.63
08 -15 -15
$170,000
* 5.000%
55,290.63
55,290.63
02 -15 -16
2,560,000
(1)
55,290.63
2,615,290.63
02 -15 -16
$2,730,000
* 5.000%
$408,284.41
$3,138,284.41
(1) Actual maturity dates, principal amounts and interest rates are as follows:
Represents portions of the principal amounts outstanding
Debt service
Interest
payments
Date
Principal
rate
Interest
to maturity
02 -15 -13
$59,540.63
$59,540.63
08 -15 -13
59,540.63
59,540.63
02 -15 -14
59,540.63
59,540.63
08 -15 -14
59,540.63
59,540.63
02 -15 -15
$170,000
* 5.000%
59,540.63
229,540.63
08 -15 -15
55,290.63
55,290.63
02 -15 -16
510,000
* 5.000%
55,290.63
565,290.63
08 -15 -16
42,540.63
42,540.63
02 -15 -17
590,000
* 4.000%
42,540.63
632,540.63
08 -15 -17
30,740.63
30,740.63
0215 -18
505,000
* 4.125%
30,740.63
535,740.63
08 -15 -18
20,325.00
20,325.00
02 -15 -19
435,000
* 4.250%
20,325.00
455,325.00
08- 15-19
-
11,081.25
11,081.25
02 -15 -20
290,000
* 4.250%
11,081.25
301,081.25
08 -15 -20
4,918.75
4,918.75
02 -15 -21
180,000
* 4.250%
4,918.75
184,918.75
08 -15 -21
1,093.75
1,093.75
02 -15 -22
50,000
* 4.375%
1,093.75
51,093.75
$2,730,000
3629,684.43
$3,359,684.43
Represents portions of the principal amounts outstanding
EXHIBIT A (page 4 of 5)
City of Wylie, Texas
(Collin County)
DEBT SERVICE PAYMENT ON THE 2007 OBLIGATIONS AND
DEBT SERVICE PAYMENTS TO MATURITY ON THE 2007 OBLIGATIONS
- Represents a portion of the principal amount outstanding
Interest
Debt service
Date
Principal
rate
Interest
payment
02 -15 -13
$415,100
(1)
$10,076.56
$425,176.56
(1) Actual maturity dates, principal
amounts and interest rates are as follows:
Debt service
Interest
payments
Date
Principal
rate
Interest:
to maturity
02- 15 - -13
$10,076.56
$10,076.56
08 -15 -13
10,076.56
10,076.56
02 -15 -14
$45,000
4.855%
10,076.56
55,076.56
08 -15 -14
8,984.18
8,984.18
02 -15 -15
50,000
4.855%
8,984.18
58,984.18
08 -15 -15
7,770.43
7,770.43
02 -15 -16
50,000
4.855%
7,770.43
57,770.43
08 -15 -16
6,556.68
6,556.68
02 -15 -17
55,000
4.855%
6,556.68
61,556.68
08 -15 -17
5,221.56
5,221.56
02 -15 -18
55,000
4.855%
5,221.56
60,221.56
08 -15-18
3,886.43
3,886.43
02 -15 -19
60,000
4.855%
3,886.43
63,886.43
08 -15 -19
2,429.93
2,429.93
02 -15 -20
65,000
4.855%
2,429.93
67,429.93
08-15-20
852.06
852.06
02 15 21
35,100 ''`
4.855%
852.06
35,952.06
$415,100
$101,632.22
$516,732.22
- Represents a portion of the principal amount outstanding
EXHIBIT A (page 5 of 5)
City of Wylie, Texas
(Collin County)
DEBT SERVICE PAYMENT ON THE 2007B CERTIFICATES AND
DEBT SERVICE PAYMENTS TO MATURITY ON THE 2007B CERTIFICATES
Interest
Debt service
Date
Principal
rate
Interest
payment
02 -15 -13
$1,655,000
(1)
$36,410.00
$1,691,410.00
(1) Actual maturity
dates, principal amounts and interest rates are as follows:
Debt service
Interest
payments
Date
Principal
rate
Interest
to maturity
02 -15 -13
$36,410.00
$36,410.00
08 -15 -13
36,410.00
36,410.00
02 15-14
$80,000
4,400%
36,410.00
116,410.00
08 -15 -14
34,650.00
34,650.00
02- 15--15
85,000
4.400%
34,650.00
119,650.00
08 -15 -15
32,780.00
32,780.00
02 -15 -16
85,000
4.400%
32,780.00
117,780.00
08.15 -16
30,910.00
30,910.00
02 -15 -17
90,000
4.400%
30,910.00
120,910.00
08 -15 -17
28,930.00
28,930.00
02 -15 -18
95,000
4.400%
28,930.00
123,930.00
08 -15 -18
26,840.00
26,840.00
02 -15 -19
100,000
4.400%
26,840.00
126,840.00
0845 -19
24,640.00
24,640.00
02 -15 -20
105,000
4.400%
24,640.00
129,640.00
08 -15 -20
22,330.00
22,330.00
02 -15 -21
110,000
4.400%
22,330.00
132,330.00
08 -15 -21
19,910.00
19,910.00
02 -15 -22
110,000
4.400%
19,910.00
129,910.00
08 -15 -22
17,490.00
17,490.00
02 -15 -23
120,000
4.400%
17,490.00
137,490.O0
08 -15 -23
14,850.00
14,850.00
02 -15 -24
125,000
4.400%
14,850.00
139,850.00
0815 -24
12,100.00
12,100.00
02 -15 -25
130,000
4.400%
12,100.00
142,100.00
08 -15 -25
9,240.00
9,240.00
02 -15 -26
135,000
4.400%
9,240.00
144,240.00
08 -15 -26
6,270.00
6,270.00
02 -15 -27
140,000
4.400%
6,270.00
146,270.00
08 -15 -27
3,190.00
3,190.00
02 -15 -28
145,000
4.400%
3,190.00
148,190.00
11,655,000
$677,490.00
$2,332,490.O0
mml
ESCROWED SECURITIES (SLGS)
Receipt
Interest
date
Principal
rate
02 -01 -13
$560,391
0.120 %
02 -15 -13
2,170,899
0.120%
08 -15 -13
55,150
0.150%
02 -15 -14
55,229
0.160%
08 -15 -14
55,273
0.180%
02 -15 -15
225,322
0.210%
08- 15--15
51,310
0.250%
02 -15 -16
2,611,373
0.300%
$5,784,947
95665439.2/11109173 $-
EXHIBIT C
ZERO REINVESTMENTS
NOT APPLICABLE
95665439.2/11109173 C -1
EXHIBIT D
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS,
GENERAL OBLIGATION BONDS,
SERIES 2002
DATED SEPTEMBER 15, 2002
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on
February 15 in each of the years 2013 through 2022, and aggregating in the principal amount of
$1,555,000, have been called for redemption on August 30, 2012 at the redemption price of par
and accrued interest to the date of redemption, such bonds being identified as follows:
Year of
CUSIP
Year of
CUSIP
Maturity.
Principal Amount Number
Maturity
Principal Amount Number
2013
$125,000
2018
$155,000
2014
$130,000
2019
$165,000
2015
$135,000
2020
$175,000
2016
$145,000
2021
$185,000
2017
$150,000
2022
$190,000
ALL SUCH BONDS shall become due and payable on August 30, 2012, and interest
thereon shall cease to accrue from and after said redemption date and payment of the redemption
price of said bonds shall be paid to the registered owners of the bonds only upon presentation
and surrender thereof to The Bank of New York Mellon Trust Company, N.A., Dallas, Texas
(successor paying agent /registrar to JPMorgan Chase Bank) at its designated offices at the
following addresses:
First Class /Registered /Certified Express Delivery /Courier
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
P.O. Box 396
East Syracuse, NY 13057
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Pkwy.
East Syracuse, NY 13057
By Hand Only
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street, 1 st Floor East
New York, NY 10286
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to an ordinance by the City Council of the City of
Wylie, Texas.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas
Address: 2001 Bryan Street, 11th Floor
Dallas, Texas 75201
D -1
EXHIBIT E
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS,
SERIES 2005
DATED SEPTEMBER 1, 2005
NOTICE IS HEREBY GIVEN that a portion of the contracts of the above series maturing
on and after August 1, 2013, and aggregating in the principal amount of $548,209 have been
called for redemption on February 1, 2013 at the redemption price of par and accrued interest to
the (late of redemption, such contracts being identified as follows:
Year of Principal Amount CUSIP
Maturity Number
8/1/2013 $ 30,559
2/1/2014 $ 98,925
8/1/2014 $101,176
Year of
Principal CUSIP
Maturity
Amount Number
2/1/2015
$103,478
8/1/2015
$105,832
2/1/2016
$108,239
THE FOREGOING CONTRACTS shall become due and payable on February 1, 2013,
and interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said contracts shall be paid to the registered owners of the contracts only
upon presentation and surrender thereof to American National Bank of Texas, Wylie, Texas at its
designated offices at the following address:
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the -redemption of said contracts and pursuant to an ordinance by the City Council of the City of
Wylie, Texas.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
AMERICAN NATIONAL BANK OF TEXAS,
Wylie, Texas,
Address:
E -1
Wylie, Texas 75
EXHIBIT F
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION BONDS, SERIES 2006
DATED MARCH 15, 2006
NOTICE IS HEREBY GIVEN that a portion of the bonds of the above series maturing
on and after February 15, 2017, and aggregating in the principal amount of $3,230,000, have
been called for redemption on February 15, 2016 at the redemption price of par and accrued
interest to the date of redemption, such bonds being identified as follows:
Year of CUSIP
Maturity Principal Amount Number
2017 $635,000
2018 $555,000
2019 $485,000
Year of CUSIP
Maturity Principal Amount Number
2020 $345,000
2021 $255,000
2022 $175,000
A LOT SELECTION has been made and your bond has been selected for redemption.
The bonds selected for redemption shall become due and payable on February 15, 2016 and
interest thereon shall cease to accrue from and after said redemption date, and payment of the
redemption price of said bonds shall be paid to the registered owners of the bonds only upon
presentation and surrender of such bonds to The Bank of New York Mellon Trust Company,
N.A., Dallas, Texas (successor paying agent /registrar to JPMorgan Chase Bank, National
Association) at its designated offices at the following addresses.
First Class /Registered /Certified Express Delivery /Courier
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
P.O. Box 396
East Syracuse, NY 13057
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Pkwy.
East Syracuse, NY 13057
By Hand Only
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street, 1 st Floor East
New York, NY 10286
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said bonds and pursuant to an ordinance by the City Council of the City of
Wylie, Texas.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas
Address: 2001 Bryan Street, 11th Floor
Dallas, Texas 75201
F -1
EXHIBIT G
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS,
SERIES 2007
DATED JUNE 15, 2007
NOTICE IS HEREBY GIVEN that the contracts of the above series maturing on and
after February 15, 2014, and aggregating in the principal amount of $415,100, have been called
for redemption on February 15, 2013 at the redemption price of par and accrued interest to the
date of redemption, such contracts being identified as follows:
Year of
CUSIP
Year of
CUSIP
Maturity
Principal Amount Number
Maturity
Principal Amount Number
2014
$45,000
2018
$55,000
2015
$50,000
2019
$60,000
2016
$50,000
2020
$65,000
2017
$55,000
2021
$35,100
ALL SUCH CONTRACTS shall become due and payable on February 15, 2013, and
interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said contracts shall be paid to the registered owners of the contracts only
upon presentation and surrender thereof to American National Bank of Texas, Wylie, Texas at its
designated offices at the following address:
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said contracts and pursuant to an ordinance by the City Council of the City of
Wylie, Texas.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
AMERICAN NATIONAL BANK OF TEXAS,
Wylie, Texas,
Address:
G -1
Wylie, Texas 75
EXHIBIT H
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2007B
DATED DECEMBER 1, 2007
NOTICE IS HEREBY GIVEN that the certificates of the above series maturing on and
after February 15, 2014, and aggregating in the principal amount of $1,655,000, have been called
for redemption on February 15, 2013 at the redemption price of par and accrued interest to the
date of redemption, such certificates being identified as follows:
Year of CUSIP
Maturity Principal Amount Number
Year of
CUSIP
Maturity Principal Amount Number
2014
$ 80,000
2022
$110,000
2015
$ 85,000
2023
$120,000
2016
$ 85,000
2024
$125,000
2017
$ 90,000
2025
$130,000
2018
$ 95,000
2026
$135,000
2019
$100,000
2027
$140,000
2020
$105,000
2028
$145,000
2021
$110,000
ALL SUCH CERTIFICATES shall become due and payable on February 15, 2013, and
interest thereon shall cease to accrue from and after said redemption date and payment of the
redemption price of said certificates shall be paid to the registered owners of the certificates only
upon presentation and surrender thereof to American National Bank of Texas, Wylie, Texas at its
designated offices at the following address:
THIS NOTICE is issued and given pursuant to the terms and conditions prescribed for
the redemption of said certificates and pursuant to an ordinance by the City Council of the City
of Wylie, Texas.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
AMERICAN NATIONAL BANK OF TEXAS,
Wylie, Texas,
Address:
H -1
Wylie, Texas 75
EXHIBIT I
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 29 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified below:
1. Financial information of the general type included in the Official Statement as
Appendix B for the most recently concluded fiscal year.
2. The information contained in Tables 1 through 6 and 8 through 15 in the Official
Statement.
Accounting Principles
The accounting principles referred to in such Section are generally those described in
Appendix B to the Official Statement, as such principles may be changed from time to time to
comply with state law or regulation.
Ordinance No.2012 -20
General Obligation Refunding Bonds, Series 2012
I -1
, `� t2 (Ji> Fatu�t ^csbtt(e tue5 Yluiphc Vtonit�'�r 7h Princeton Herald 7Z� aihsc Ncws THE WYLIE NEWS
c
t,
STATE OF TEXAS
COUNTY OF COLLIN
Before me, the undersigned authority, on this day personally appeared Chad Engbrock,
publisher of The Wylie News, a newspaper regularly published in Collin County, Texas
and having general circulation in Collin County, Texas, who being by me duly sworn,
deposed and says that the foregoing attached:
City of Wylie
Ordinances 2012 -19, 2012 -20 & 2012 -21
was published in said newspaper on the following dates, to -wit:
August 1, 2012
AV4-=
Chad Engbrock, Publisher
r�
Subscribed and sworn before me on this, the I day of 11<1q#-,J'_,20l2
to certify which witness my hand and seal of office.
KIESN� D. F Texas
o?rprrue ". State. 0
NCtBYy p'1b1iC. s 1
My con)m1saio 2013�re-
=;.4;. -: NarGh ?� Notary Public in and for
The State of Texas
My commission expires _3-a(43
Mui p}r�lSatti hsc W�lii; OFCicc * I -22 5515 • (a\ 9 7? - 492.4:;18
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ORDINANCE )F 'ICE CITY OF
NO. 2012-19 VYLIE, TEXAS,
iMENDING EX-
AN ORDINANCE IIBIT ' "A" OF
)RDINANCE NO.
!010 -20 (CON -
30LIDATED FEE
ORDINANCE)
AND SECTION
II (GARBAGE,
TRASH, AND
BRUSH FEES)
OF APPENDIX
x
1
i
C (WYLIE COM-
PREHENSIVE FEE
SCHEDULE) OF
THE WYLIE CODE
OF ORDINANCES;
PROVIDING FOR
A PENALTY FOR
THE VIOLATION
OF THI4 ORDI-
NANCE; ROVID-
ING FOR REPEAL-
ING, SAVINGS
AND SEVERABIL-
ITY CLAUSES;
PROVIDING FOR
AN EFFECTIVE
DATE OF THIS
ORDINANCE;
AND PROVID-
ING FOR THE
PUBLICATION
OF THE CAP-
TION H
ORDINANCE
NO. 2012-20
AN ORDINANCE
AUTHORIZ -
ING THE ISSU-
ANCE OF "CITY
OF WYLIE, TEX-
AS, GENERAL
OBLIGATION
REFUNDING,
BONDS, SERIES
2012 "; SPECIFY-
ING THE TERMS
AND FEATURES
.OF SAID BONDS;
LEVYING A CON -
TINUING DIRECT
ANNUAL AD VA-
LOREM TAX FOR
THE PAYMENT
OF SAID BONDS;
PROVIDING FOR
THE REDEMP-
TION OF CERTAIN
OUTSTANDING
OBLIGATIONS
OF THE CITY;
AND RESOLVING
OTHER MATTERS
INCIDENT AND
RELATED TO
THE ISSUANCE,
SALE, PAYMENT
AND DELIVERY
OF SAID BONDS,
INCLUDING THE
APPROVAL AND
EXECUTION OF A
PAYING AGENT/
REGISTRAR
AGREEMENT, A
BOND PURCHASE
AGREEMENT
AND A SPECIAL
ESCROW AGREE-
MENT ANT THE
APPROVAL AND
DISTRIBUTION
OF A PRELIMI-
NARY OFFICIAL
STATEMENT
AND AN OF-
FICIAL STATE-
MENT; AND
PROVIDING AN,
EFFECTIVE DATE
ORDINANCE
NO. 2012-21
AN ORDINANCE
APPROVING AND
AUTHORIZING
THE EXECUTION
AND DELIVERY
OF "CITY OF WY-
LIE, TEXAS, PUB-
LIC PROPERTY
FINANCE CON-
TRACTUAL OBLI-
GATIONS, SERIES
2012 "; SPECIFY-
ING THE TERMS
OF SUCH CON-
TRACTS; MAK-
ING PROVISIONS
FOR THE PAY-
MENT THEREOF;
AND RESOLVING
OTHER MATTERS
INCIDENT AND
RELATED TO
THE EXECUTION,
PERFORMANCE
AND PAYMENT
OF SUCH CON-
TRACTS, IN-
CLUDING THE
APPROVAL AND
EXECUTION
OF A PAYING
AGENT /REGIS-
TRAR AGREE-
MENT AND A
PURCHASE CON-
TRACT AND THE
APPROVAL AND
DISTRIBUTION
OF A PRELIMI-
NARY OFFICIAL
STATEMENT
AND AN OF-
FICIAL . STATE-
MENT PERTAIN-
ING THERETO;
AND PROVIDING
AN EFFECTIVE
DATE.
12 -1t- 147 -33