Ordinance 2005-03
ORDINANCE NO. 2005-03
AN ORDINANCE authorizing the issuance of "CITY OF WYLIE,
TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS, SERIES 2005"; 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 and a Purchase Contract and the
approval and distribution of an Official Statement; and providing an
effective date.
WHEREAS, the City Council of the City of Wylie, Texas (the "City") has heretofore
issued, sold, and delivered, and there is currently outstanding obligations totaling in original
principal amount $4,660,000 of the following issues or series (collectively hereinafter called the
"Refunded Obligations"), to wit:
(1) City of Wylie, Texas, Tax and Waterworks and Sewer System Surplus
Revenue Refunding Bonds, Series 1993, dated August 1, 1993, maturing on
February 15 in each of the years 2006 through 2010, and aggregating in principal
amount $1,865,000 (the "Series 1993 Refunded Obligations"); and
(2) City of Wylie, Texas, General Obligation Bonds, Series 1995, dated
April 15, 1995, maturing on February 15 in each of the years 2006 through 2015,
and aggregating in principal amount $2,795,000 (the "Series 1995 Refunded
Obligations") ;
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 with any 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 that the Refunded Obligations
should be refunded at this time, and such refunding will result in the City saving approximately
$332,531.11 in debt service payments on such indebtedness and further provide present value
savings of approximately $272,006.14; and,
WHEREAS, in combination with the issuance of such refunding bonds, the City Council
further finds and determines that unissued balance of general obligation bonds in the principal
amount of $5,740,000 approved and authorized to be issued at an election held May 1, 1999,
should be issued and sold at this time; now, therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS:
SECTION 1: Authorization - Desionation- Principal Amount- Purpose. General
obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate
principal amount of $10,320,000, to be designated and bear the title "CITY OF WYLIE, TEXAS,
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2005"
45550769,2
(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"), to pay costs of issuance and to provide funds in the
amount of $5,7 40,000 for permanent public improvements and public purposes, to wit:
$5,310,000 for street improvements, including drainage, curb, gutters, sidewalks, landscaping,
traffic signalization and utility line relocation and the acquisition of land and right-of-way therefor,
and $430,000 for drainage improvements, in accordance with the Constitution and laws of the
State of Texas, including V.T.C.A., Government Code, Chapters 1331 and 1207.
SECTION 2: Fullv Reqistered Obliqations - Bond Date -Authorized
Denominations-Stated Maturities-Interest Rates. The Bonds shall be issued as fully registered
obligations only, shall be dated January 1, 2005 (the "Bond Date"), shall be in denominations of
$5,000 or any integral multiple (within a Stated Maturity) thereof, and shall become due and
payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") in
accordance with the following schedule:
Year of Principal Interest
Stated Maturity Amount ($) Rate( s)
2006 785,000 3.000%
2007 830,000 3.000%
2008 865,000 3.000%
2009 750,000 3.000%
2010 775,000 3.000%
2011 520,000 3.250%
2012 530,000 3.500%
2013 555,000 4.000%
2014 585,000 4.000%
2015 615,000 4.000%
2016 290,000 4.000%
2017 300,000 4.000%
2018 315,000 4.100%
2019 325,000 4.150%
2020 340,000 4.250%
2021 355,000 4.250%
2022 370,000 4.375%
2023 385,000 4.400%
"2024 405,000 4.450%
2025 425,000 4.500%
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
twelve 30-day months). Interest on the Bonds shall be payable on February 15 and August 15
in each year, commencing February 15, 2006.
SECTION 3: Terms of Pavment-Pavinq Aqent/Reqistrar. 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
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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 JPMorgan Chase Bank, National Association, 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 and City Secretary are authorized to execute and deliver such Agreement
in connection with the delivery of the Bonds. The City covenants to maintain and provide a
Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any successor
Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity
qualified and authorized to serve in such 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 the redemption thereof, only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated offices in Dallas, Texas (the "Designated Payment/Transfer
Office"). Interest on the Bonds shall be paid to the Holders whose name appears in the Security
Register at the close of business on the Record Date (the last business day of the month next
preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by
check sent United States Mail, first class postage prepaid, to the address of the Holder recorded
in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar,
requested by, and at the risk and expense of, the Holder. If the date for the payment of the
principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when
banking institutions in the City where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal
holiday, or day when banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due.
In the event of a 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 having Stated
Maturities on and after February 15, 2016, 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,
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2015 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 treat such Bonds as representing the number of Bonds Outstanding which is obtained by
dividing the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal
amount thereof, to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii)
identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price,
(iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall
become due and payable on the redemption date specified, and the interest thereon, or on the
portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the
redemption date, and (v) specify that payment of the redemption price for the Bonds, or the
principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer
Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the
Holder. If a Bond is subject by its terms to prior redemption, and has been called for
redemption, and notice of redemption thereof has been duly given 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.
SECTION 5: Reqistration - Transfer - Exchanqe 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.
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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
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 11 hereof and
such new replacement Bond shall be deemed to evidence the same obligation as the mutilated,
lost, destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to
an assignee of a Holder any Bond called for redemption, in whole or in part, within 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 Onlv Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and
transfer/exchange of the Bonds, the City hereby approves and authorizes the use of
"Book-Entry Only" securities clearance, settlement and transfer system provided by The
Depository Trust Company (DTC), a limited purpose trust company organized under the laws of
the State of New York, in accordance with the operational arrangements referenced in the
Blanket Issuer Letter of Representation, by and between the City and DTC (the "Depository
Agreement").
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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 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 - Reqistration. 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.
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)") a8d, in either case, the Initial Bond(s)
shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial
Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas
for approval, certified and registered by the Office of the Comptroller of Public Accounts of the
State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial
Sondes), 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
45550769.2 6
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. (at Forms Generallv. 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 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, or engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined
by the officers executing such Bonds as evidenced by their execution thereof.
(b) Form of Definitive Bond.
REGISTERED REGISTERED
NO. - $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2005
Bond Date: Interest Rate: Stated Maturity: CUSIP NO:
January 1, 2005 % 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 County of Collin, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of 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 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, 2006. Principal of this Bond is payable at its Stated Maturity or redemption to the
registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer
Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or
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its successor. Interest is payable to the registered owner of this Bond (or one or more
Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears
on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on
the "Record Date", which is the last business day of the month next preceding each interest
payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United
States Mail, first class postage prepaid, to the address of the registered owner recorded in the
Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the registered owner. 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 $10,320,000 (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 hereof and referred to as the "Refunded Obligations"), to pay costs of issuance and to
provide funds in the amount of $5,740,000 for permanent public improvements and public
purposes, to wit: $5,310,000 for street improvements, including drainage, curb, gutters,
sidewalks, landscaping, traffic signalization and utility line relocation and the acquisition of land
and right-of-way therefor, and $430,000 for drainage improvements, 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, 2016, 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, 2015, 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.
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,
45550769.2 8
however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance of a Bond redeemed in part.
The Bonds are 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.
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
45550769.2 9
(c) *Form of Reqistration 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
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Do not print on definitive bonds
(d) Form of Certificate of Payinq Aqent/Reqistrar to appear on Definitive Bonds only.
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 Dallas, Texas is the "Designated
Payment/Transfer Office" for this Bond. .
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, Dallas, Texas
Registration date:
By
Authorized Signature
45550769.2 11
(e) Form of Assiqnment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or
typewrite name, address, and zip code of transferee:)
Social Security or other identifying number:
) the within Bond and all rights thereunder,
and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the
books kept for registration thereof, with full power of substitution in the premises.
DATED:
NOTICE: The signature on this
Signature guaranteed: 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 paraqraph B of this Section,
except that the headinq and paraqraph one of the form of the sinqle fullv reqistered Initial Bond
shall be modified as follows:
REGISTERED REGISTERED
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2005
Bond Date: January 1, 2005
Registered Owner: I
Principal Amount:
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the County of Collin, State of Texas, for value received, acknowledges itself
indebted to and hereby promises to pay to the order of 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:
PRINCIPAL INTEREST
YEAR INSTALLMENTS RATE
45550769.2 12
(Information to be inserted from schedule in Section 2 hereof).
(or so much principal thereof as shall not have been prepaid 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, 2006. Principal installments of this Bond are payable in the year of maturity or on
a prepayment date to the registered owner hereof by JPMorgan Chase Bank, National
Association, Dallas, Texas (the "Paying Agent/Registrar"), upon its presentation and surrender,
at its designated offices in Dallas, Texas (the "Designated Payment/Transfer Office"). Interest
is payable to the registered owner of this Bond whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which
is the last business day of the month next preceding each interest payment date, and interest
shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage
prepaid, to the address of the registered owner recorded in the Security Register or by such
other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the registered owner. All payments of principal of, premium, if any, and interest on
this Bond shall be without exchange or collection charges to the owner hereof and in any coin or
currency of the United States of America which at the time of payment is legal tender for the
payment of public and private debts.
SECTION 10: Levv 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 2005 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.
Proper officers of the City 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-Destroved-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
45550769,2 13
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 Obliqation of City. If the City shall payor cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of 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 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 such moneys were
45550769.2 14
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 the agency or instrumentality and on the date of their acquisition or purchase by
the City are rated as to investment quality by a nationally recognized investment rating firm not
less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a
county, municipality, or other political subdivision of a state that have been refunded and 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.
SECTION 13: Ordinance a Contract - Amendments - Outstandino 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 28 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 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:
45550769.2 15
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1 (b)
of the Regulations, and any replacement proceeds as defined in Section
1.148-1 (c) of the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1 (b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Bonds. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the 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
45550769,2 16
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
investments acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and
the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to
make or finance loans to any person or entity other than a state or local government. For
purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a
person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is
sold or leased to such person or entity in a transaction which creates a debt for federal income
tax purposes; (2) capacity in or service from such property is committed to such person or entity
under a take-or-pay, output or similar contract or arrangement; or. (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a transaction
which is the economic equivalent of a loan.
(e) Not to Invest at Hiqher 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 Federallv Guaranteed. Except to the extent permitted by section 149(b) of
the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any
action which would cause the 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 Arbitraqe Profits. Except to the extent otherwise provided in section
148(f) of the Code and the Regulations and rulings thereunder:
(1 ) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account
45550769.2 17
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
such calculations with its official transcript of proceedings relating to the issuance
of the Bonds until six years after the final Computation Date.
(3) As additional consideration for the purchase of the Bonds by the
Underwriters and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the City shall pay to the United States out of an appropriate fund,
or if permitted by applicable Texas statute, regulation or opinion of the Attorney
General of the State of Texas, the Interest and Sinking Fund the amount that
when added to the future value of previous rebate payments made for the Bonds
equals (i) in the case of a Final Computation Date as defined in Section 1.148-
3( e )(2) of the Regulations, one hundred percent (100%) of the Rebate Amount
on such date; and (ii) in the case of any other Computation Date, ninety percent
(90%) of the Rebate Amount on such date. In all cases, the rebate payments
shall be made at the times, in the installments, to the place and in the manner as
is or may be required by section 148(f) of the Code and the Regulations and
rulings thereunder, and shall be accompanied by Form 8038- T or such other
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 aft~r 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 Arbitraqe 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.
U) Elections. The City hereby directs and authorizes the Mayor, City Manager,
Finance Director, Assistant City Manager and City Secretary, individually or jointly, to make
elections permitted or required pursuant to the provisions of the Code or the Regulations, as
45550769.2 18
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 Hedqe Bonds. (1) At the time the original bonds refunded by the
Bonds were issued, the City reasonably expected to spend at least 85% of the spendable
proceeds of such bonds within three years after such bonds were issued and (2) not more than
50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose
Investments having a substantially guaranteed Yield for a period of 4 years or more.
(I) Not An Advance Refundinq. The Bonds are a current refunding of the Refunded
Obligations in that the Refunded Obligations are to be paid and redeemed in full on February
17, 2005, which date is within 90 days of the delivery date of the Bonds.
SECTION 15: Sale of Bonds - Official Statement Approval. The Bonds authorized by
this Ordinance are hereby sold by the City to Southwest Securities Inc. and RBC Dain Rauscher
Inc. (herein referred to as the "Underwriters") in accordance with the Purchase Contract, dated
January 11, 2005, attached hereto as Exhibit B and incorporated herein by reference as a part
of this Ordinance for all purposes. The Mayor or Mayor Pro Tern is hereby authorized and
directed to execute said Purchase Contract 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 Contract,
the City Council hereby finds, determines and declares that the representations, warranties and
agreements of the City contained in the Purchase Contract 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 Underwriters in
connection with the public offering and sale of the Bonds is hereby ratified, confirmed and
approved in all respects. The final Official Statement, which reflects the terms of sale (together
with such changes approved by the Mayor, City Secretary, City Manager, Assistant City
Manager, and Finance Director, one or more of said officials), shall be and is hereby in all
respects approved and the Underwriters are hereby authorized to use and distribute said final
Official Statement, dated January 11, 2005, in the reoffering, sale and delivery of the Bonds to
the public. The Mayor and City Secretary are further authorized and directed to manually
execute and deliver for and on behalf of the City copies of said Official Statement in final form
as may be required by the Underwriters, and such final Official Statement in the form and
content manually executed by said officials shall be deemed to be approved by the City Council
and constitute the Official Statement authorized for distribution and use by the Underwriters.
SECTION 16: Control and 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 Underwriters.
Furthermore, the Mayor, Mayor Pro Tern, City Secretary, City Manager, Assistant City
Manager, and Finance Director, anyone or more of said officials, are hereby authorized and
directed to furnish and execute such documents and certifications relating to the City and the
issuance of the Bonds, including certifications as to facts, estimates, circumstances and
reasonable expectations pertaining to the use, expenditure, and investment of the proceeds of
the Bonds, as may be necessary for the approval of the Attorney General, the registration by the
Comptroller of Public Accounts and the delivery of the Bonds to the Underwriters, and, together
45550769.2 19
with the City's financial advisor, bond counsel and the Paying Agent/Registrar, make the
necessary arrangements for the delivery of the Initial Bond(s) to the Underwriters and the initial
exchange thereof for definitive Bonds.
SECTION 17: Proceeds of Sale. Immediately following the delivery of the Bonds,
proceeds of sale in the sum of $4,520,465.24 shall be deposited to with JPMorgan Chase Bank,
National Association, Dallas, Texas (the "Deposit Agent") to pay the redemption price of the
Refunded Obligations on February 17, 2005 and the accrued interest in the amount of
$46,951.88 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 municipal bond
insurance premium, and any excess amount budgeted for such purpose shall be deposited to
the credit of the Interest and Sinking Fund.
On or immediately prior to the date of the delivery of the Bonds, the Finance Director
shall also cause to be deposited with the Deposit Agent from moneys on deposit in the interest
and sinking funds maintained for the payment of the Refunded Obligations the amount of
$140,893.13 which, together with the proceeds of sale, -will be sufficient to pay in full the
Refunded Obligations to be redeemed on February 17, 2005.
SECTION 18: Redemption of Refunded Obliqations. The bonds of that series known as
"City of Wylie, Texas, Tax and Waterworks and Sewer System Surplus Revenue Refunding
Bonds, Series 1993", dated August 1, 1993, maturing in the years 2006 through 2010, and
aggregating in principal amount $1,865,000, shall be redeemed and the same are hereby called
for redemption on February 17, 2005, 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 JPMorgan Chase Bank, National Association, Dallas, Texas (successor paying
agent/registrar to Ameritrust 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 C and incorporated herein by reference as a part of this Ordinance
for all purposes.
(b) The bonds of that series known as "City of Wylie, Texas, General Obligation Bonds,
Series 1995", dated April 15, 1995, maturing in the years 2006 through 2015, and aggregating
in principal amount $2,795,000, shall be redeemed and the same are hereby called for
redemption on February 17, 2005, 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 JPMorgan Chase Bank, National Association, Dallas, Texas (successor paying
agent/registrar to Texas Commerce Bank National Association), in accordance with the
redemption provisions applicable to such bonds; such suggested form of notice of redemption
being attached hereto as Exhibit 0 and incorporated herein by reference as a part of this
Ordinance for all purposes.
The redemption of the obligations described above being associated with the advance
refunding of such obligations, the approval, authorization and arrangements herein given and
provided for the redemption of such 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 obligations of the City's decision to redeem such obligations on the
45550769.2 20
dates and in the manner herein provided and in accordance with the ordinances authorizing the
issuance of the obligations and this Ordinance.
SECTION 19: 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
the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 20: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
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 21: LeqalOpinion. The obligation of the Underwriters to accept delivery of
the Bonds is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys,
Dallas, Texas, approving such Bonds as to their validity, said opinion to be dated and delivered
as of the date of delivery and payment for such Bonds. A true and correct reproduction of said
opinion is hereby authorized to be printed on the definitive Bonds or an executed counterpart
thereof shall accompany the global Bonds deposited with the Depository Trust Company.
SECTION 22: 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 23: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied,
is intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 24: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
45550769.2 21
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 25: Governinq 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 26: Effect of Headinqs. The Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 27: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neuter gender shall be considered to include the other genders.
SECTION 28: Continuinq Disclosure Undertakinq. (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.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the
meaning of the Rule from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff
to be, a state information depository within the meaning of the Rule from time to
time.
(b) Annual Reports. The City shall provide annually to each NRMSIR and any SID,
within six months after the end of each fiscal year (beginning with the fiscal year ending
September 30, 2004) financial information and operating data with respect to the City of the
general type included in the final Official Statement approved by Section 15 of this Ordinance,
being the information described in Exhibit E hereto. Financial statements to be provided shall
be (1) prepared in accordance with the accounting principles described in Exhibit E hereto and
(2) audited, if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided. If audited financial statements are not
available at the time the financial information and operating data must be provided, then the City
shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and
any SID with the financial information and operating data and will file the annual audit report
when and if the same becomes available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
45550769,2 22
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The City shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such
event is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the City to provide financial information or operating data in accordance with
subsection (b) of this Section by the time required by such Section.
(d) Limitations. Disclaimers. and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give the notice required by subsection (c) hereof of any Bond calls
and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provi(jed 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.
Any filing required by this Section may be made solely by transmitting such filing to the
Texas Municipal Advisory Council (the "MAC") as provided at http://www.disclosureusa.org
unless the SEC has withdrawn the interpretive advice in its letter to the MAC dated
September 7, 2004.
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 RESUL TING 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,
45550769.2 23
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 to the contrary in this Ordinance, 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 filed with each NRMSIR and
SID pursuant to subsection (b) of this Section an explanation, in narrative form, of the reasons
for the amendment and of the impact of any change in the type of financial information or
operating data so provided.
SECTION 29: Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 30: MBIA Insurance. The Bonds have been sold with the principal of and
interest thereon being insured by MBIA Insurance Corporation (hereinafter called "MBIA")
pursuant to a Financial Guaranty Insurance Policy. In accordance with the terms and conditions
applicable to insurance provided by MBIA, the City covenants and agrees that, in the event the
principal and interest due on the Bonds shall be paid by MBIA pursuant to the policy referred to
this Section, the assignment and pledge of all funds and all covenants, agreements and other
obligations of the City to the Holders shall continue to exist and MBIA shall be subrogated to the
rights of such Holders; and furthermore, the City covenants and agrees that:
(a) In the event that, on the second business day, and again on the business day,
prior to the payment date on the Bonds, the Paying Agent/Registrar has not received sufficient
moneys to pay all principal of and interest on the Bonds due on the second following or
following, as the case may be, business day, the Paying Agent/Registrar shall immediately
45550769.2 24
notify MBIA or its designee on the same business day by telephone or telegraph, confirmed in
writing by registered or certified mail, of the amount of the deficiency.
(b) If the deficiency is made up in whole or in part prior to or on the payment date,
the Paying Agent/Registrar shall so notify MBIA or its designee.
(c) In addition, if the Paying Agent/Registrar has notice that any Holder has been
required to disgorge payments of principal of or interest on the Bonds to a trustee in bankruptcy
or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such
payment constitutes a voidable preference to such Holder within the meaning of any applicable
bankruptcy laws, then the Paying Agent/Registrar shall notify the MBIA or its designee of such
fact by telephone or telegraphic notice, confirming in writing by registered or certified mail.
(d) The Paying Agent/Registrar is hereby irrevocably designated, appointed, directed
and authorized to act as attorney-in-fact for Holders of the Bonds as follows:
A. If and to the extent there is a deficiency in amounts required to
pay interest on the Bonds, the Paying Agent/Registrar shall (a) execute and
deliver to State Street Bank and Trust Company, N.A., or its successors under
the Policy (the "Insurance Paying Agent"), in form satisfactory to the Insurance
Paying Agent, an instrument appointing the MBIA as agent for such Holders in
such legal proceeding related to the payment of such interest and an assignment
to the MBIA of the claims for interest to which such deficiency relates and which
are paid by MBIA, (b) receive as designee to the respective Holders (and not as
Paying Agent/Registrar) in accordance with the tenor of the Policy payment from
the Insurance Paying Agent with respect to the claims for interest so assigned,
and (c) disburse the same to such respective Holders; and
B. If and to the extent of a deficiency in amounts required to pay
principal of the Bonds, the Paying Agent/Registrar shall (a) execute and deliver
to the Insurance Paying Agent in form satisfactory to the Insurance Paying Agent
an instrument appointing MBIA as agent for such Holder in any legal proceeding
relating to the payment of such principal and an assignment to MBIA of any of
the Bonds surrendered to the Insurance Paying Agent or so much of the principal
thereof as has not previously been paid or for which moneys are not held by the
Paying Agent/Registrar and available for such payment (but such assignment
shall be delivered only if payment from the Insurance Paying Agent is received),
(b) receive a"s designee of the respective Holders (and not as Paying
Agent/Registrar) in accordance with the tenor of the Policy payment therefor from
the Insurance Paying Agent, and (c) disburse the same to such Holders.
(e) Payments with respect to claims for interest on and principal of Bonds disbursed
by the Paying Agent/Registrar from proceeds of the Policy shall not be considered to discharge
the obligation of the City with respect to such Bonds, and MBIA shall become of the owner of
such unpaid Bond and claims for the interest in accordance with the tenor of the assignment
made to it under the provisions of this subsection or otherwise.
(f) Irrespective of whether any such assignment is executed and delivered, the City
and the Paying Agent/Registrar hereby agree for the benefit of the MBIA that:
45550769.2 25
A. They recognize that to the extent the MBIA makes payments,
directly or indirectly (as by paying through the Paying Agent/Registrar), on
account of principal of and interest on the Bonds, MBIA will be subrogated to the
rights of such Holders to receive the amount of such principal and interest from
the City, as provided and solely from the sources stated in this Ordinance and
the Bonds; and
B. They will accordingly pay to MBIA the amount of such principal
and interest (including principal and interest recovered under subparagraph (ii) of
the first paragraph of the Policy, which principal and interest shall be deemed
past due and not to have been paid), as provided in this Ordinance and the
Bonds, but only from the sources and in the manner provided herein for the
payment of principal of and interest on the Bonds to Holders, and will otherwise
treat the MBIA as the owner of such rights to the amount of such principal and
interest.
(g) In connection with the issuance of additional obligations, the City shall deliver to
the MBIA a copy of the disclosure document, if any, circulated with respect to such additional
obligations.
(h) No amendment or supplement to this Ordinance may become effective without
prior consent of MBIA. Copies of any amendments made to the documents executed in
connection with the issuance of the Bonds which are consented to by the MBIA shall be sent to
Standard & Poor's Corporation.
(i) MBIA shall receive notice of the resignation or removal of the Paying
Agent/Registrar and the appointment of a successor thereto.
U) MBIA shall receive copies of all notices required to be delivered to Holders and,
on an annual basis, copies of the City's audited financial statements and annual budget.
(k) Any notice that is required to be given to a Holder of the Bonds or to the Paying
Agent/Registrar pursuant to this Ordinance shall also be provided to MBIA. All notices required
to be given to MBIA under this Ordinance shall be in writing and shall be sent by registered or
certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk, New York
10504, Attention: Surveillance.
(I) The City will not enter into a guaranteed investment contract for the investment of
proceeds of the Bonds pursuant to the Public Funds Investment Act without the prior written
consent of MBIA and any investment of money deposited to the credit of the special funds
created or maintained pursuant to this Ordinance shall be in accordance with the Public Funds
I nvestment Act..
(m) MBIA, acting alone, shall have the right to direct all remedies in the event of a
default. MBIA shall be recognized as the registered owner of each bond which it insures for the
purposes of exercising all rights and privileges available to Holders. For Bonds which it insures,
MBIA shall have the right to institute any suit, action, or proceeding at law or in equity under the
same terms as the Holder in accordance with the applicable provisions of this Ordinance.
(n) The City agrees, subject to annual appropriation by the City and to the extent
permitted by law, to reimburse MBIA for all reasonable expenses, including attorneys' fees and
45550769.2 26
expenses, incurred by MBIA in connection with (i) the enforcement by MBIA of the City's
obligations, or the preservation or defense of any rights of MBIA, under this Ordinance and any
other document executed in connection with the issuance of the Bonds, and (ii) any consent,
amendment, waiver or other action with respect this Ordinance or any related document,
whether or not granted or approved, together with interest on all such expenses from and
Including the date incurred to the date of payment at Citibank's Prime Rate plus 3% or the
maximum interest rate permitted by law, whichever is less. In addition, MBIA reserves the right
to charge a fee in connection with its review of such consent, amendment or waiver, whether or
not granted or approved.
(0) The City agrees not to use MBIA's name in any public document including,
without limitation, a press release or presentation, announcement or forum without MBIA's prior
consent. In the event that the City advised by counsel that it has a legal obligation to disclose
MBIA's name in any press release, public announcement or other public document, the City
shall provide MBIA with at least three (3) business days' prior written notice of its intent to use
MBIA's name together with a copy of the proposed use of MBIA's name and of any description
of a transaction with MBIA and shall obtain MBIA's prior consent as to the form and substance
of the proposed use of MBIA's name and any such description.
(p) The City shall not enter into any agreement nor shall it consent to or participate in
any arrangement pursuant to which Bonds are tendered or purchased for any purpose other
than the redemption and cancellation or legal defeasance of such Bonds without the prior
written consent of MBIA.
(q) In regard to any defeasance of the Bonds, MBIA be shall provided with an
opinion of counsel acceptance to MBIA that the Bonds have been legally defeased and that the
escrow agreement establishing such defeasance operates to legally defease the Bonds within
the meaning of this Ordinance. In addition, MBIA shall be entitled to receive (i) 15 business
days notice of any advance refunding of the Bonds and (ii) an accountant's report with respect
to the sufficiency of the amounts deposited in escrow to defease the Bonds.
SECTION 31: Public Meetinq. 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 32: Effective Date. This Ordinance shall take effect and be in full force from
and after its adoption on the date shown below in accordance with V.T.C.A., Government Code,
Section 1201.028.
[remainder of page left blank intentionally]
45550769.2 27
PASSED AND ADOPTED, this January 11, 2005.
CITY OF WYLIE, TEXAS
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45550769.2 28
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of January 11, 2005 (this "Agreement"), by and
between the City of Wylie, Texas (the "Issuer"), and JPMorgan Chase Bank, National
Association, a banking corporation organized and existing under the laws of the United States of
America (the "Bank"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the execution and delivery
of its "City of Wylie, Texas, General Obligation Refunding and Improvement Bonds, Series
2005" (the "Securities"), dated January 1, 2005, such Securities scheduled to be delivered to the
initial purchasers thereof on or about February 16, 2005; and
WHEREAS, the Issuer has selected the Bank to serve as Paying AgenURegistrar 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 AgenURegistrar 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 "Bond Resolution" (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 "Bond Resolution".
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
AgenURegistrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto for the first year of this Agreement and thereafter the fees and
amounts set forth in the Bank's current fee schedule then in effect for services as Paying
AgenURegistrar for municipalities, which shall be supplied to the Issuer on or before 90 days
prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the
following Fiscal Year.
45552967,1 Exhibit A
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
"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.
"Bank Office" means the designated office of the Bank in Dallas, Texas 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.
"Bond Resolution" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued,
certified by the Secretary or any other officer of the Issuer and delivered to the
Bank.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30th.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order
signed in the name of the Issuer by the Mayor, City Secretary, City Manager,
Assistant City Manager, or Finance Director, anyone or more of said officials,
and delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized
to be closed.
"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
Resolution).
45552967,1 2 Exhibit A
"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
Bond Resolution.
"Responsible Officer" when used with respect to the Bank means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any other officer of the Bank
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"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 Bond Resolution 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 Pavinq Aqent. As Paying Agent, the Bank shall, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, pay on behalf of the Issuer the 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: P. O. Box 2320, Dallas, Texas 75221-2320 or 2001 Bryan
Street, 9th Floor, Dallas, Texas 75201, Attention: Operations.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on
each 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. 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.
Section 3.02 Pavment Dates. The Issuer hereby instructs the Bank to pay the principal
of and interest on the Securities at the dates specified in the Bond Resolution.
45552967,1 3 Exhibit A
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Reqister - Transfers and Exchanqes. 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 Bank may prescribe. All transfers, exchanges and replacement 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, in form satisfactory to the Bank, 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 Certificates. The Issuer shall provide an adequate inventory of printed
Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of
printed Securities 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 Reqister. 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.
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.
45552967,} 4 Exhibit A
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 Certificates. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, Securities in lieu of which or in exchange for
which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroved, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Bond Resolution, 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, or 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 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, or
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
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.
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 to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
45552967,\ 5 Exhibit A
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity satisfactory to it against such risks or
liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security, or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties. Without limiting the
generality of the foregoing statement, the Bank need not examine the ownership of any
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
Issuer.
(e) The Bank may consult with counsel, and the written advice of such counselor
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the
Issuer and in the 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.
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 - Payinq Aqent Account/Collateralization. Money
deposited by the Issuer with the Bank of the principal (or Redemption Price, if applicable) of or
interest on any Securities shall be segregated from other funds of the Bank and the Issuer and
shall be held in trust for the benefit of the Holders of such Securities.
All money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer.
Amounts held by the Bank which represent principal of and interest on the Securities
remaining unclaimed by the owner after the expiration of three years from the date such
amounts have become due and payable shall be reported and disposed of by the Bank in
accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the
Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in
compliance with this provision.
The Bank is not obligated to pay interest on any money received by it hereunder.
45552967.1 6 Exhibit A
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 offices of the Issuer is located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this
Agreement shall 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.
Section 5.08 DT 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 6.02 Assiqnment. This Agreement may not be assigned by either party without
the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on page 9.
Section 6.04 Effect of Headinqs. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section 6.05 Successors and Assions. All covenants and agreements herein by the
Issuer shall bind its successors and assigns, whether so expressed or not.
.
45552967,1 7 Exhibit A
Section 6.06 Severabilitv. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Benefits of Aqreement. 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 6.08 Entire Aqreement. This Agreement and the Bond Resolution constitute
the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Bond Resolution, the
Bond Resolution shall govern.
Section 6.09 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.10 Termination. This Agreement will terminate (i) on the date of final
payment of the 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 given to the Holders of the Securities of the appointment of a successor Paying
Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an
early termination of this Agreement shall not occur at any time which would disrupt, delay or
otherwise adversely affect the payment of the 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 other pertinent books and records
relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by
the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force
and effect following the termination of this Agreement.
Section 6.11 Governinq Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
45552967.1 8 Exhibit A
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION
BY:
Title:
[SEAL] Address: 2001 Bryan Street, 8th Floor
Dallas, Texas 75201
Attest:
Title:
CITY OF WYLIE, TEXAS
BY:
Mayor
Address: 2000 Highway 78 North
Wylie, Texas 75098
(CITY SEAL)
Attest:
City Secretary
45552967,} 9 Exhibit A
EXHIBIT B
$10,320,000
CITY OF WYLIE, TEXAS
General Obligation Refunding and Improvement Bonds,
Series 2005
PURCHASE CONTRACT
January 11,2005
The Honorable Mayor and Members of the City Council
City of Wylie
2000 Highway 78 North
Wylie, Texas 75098
Dear Mayor and Members of the City Council:
Southwest Securities, Inc. (the "Authorized Representative"), acting on its own behalf and
on behalf of the other underwriters listed on Schedule I hereto (collectively, the "Underwriters"),
offers to enter into this Purchase Contract with the City of Wylie, Texas (the "City"). This offer is
made subject to the City's acceptance of this Purchase Contract on or before 10:00 p.m. Central
Daylight Time on January 11, 2005.
1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis
of the representatiOlls set forth herein, the Underwriters hereby agree, jointly and severally, to
purchase from the City, and the City hereby agrees to sell and deliver to the Underwriters, an
aggregate of$10,320,000 principal amount of City of Wylie, Texas General Obligation Refunding
and Improvement Bonds, Series 2005 (the "Bonds"). The Bonds shall have the maturities, interest
rates and be subject to redemption in accordance with the provisions of Exhibit A hereto and shall
be issued and secured under the provisions of the Ordinance (as defined below). The purchase price
for the Bonds shall be $10,390,094.03, representing the principal amount of the Bonds of
$10,320,000.00, less an Underwriters' discount on the Bonds of$60,954.50, plus an aggregate initial
issue premium on the Bonds of$84,096.65, and plus accrued interest in the amount of$46,951.88.
2. Ordinance. The Bonds shall be as described in and shall be issued and secured
under the provisions of the Ordinance authorizing the issuance and sale of the Bonds adopted by the
City on January 11,2005 (the "Ordinance"). The Bonds shall be secured and payable as provided
in the Ordinance.
3. Public Offering. It shall be a condition of the obligations of the City to sell and
deliver the Bonds to the Underwriters, and of the obligations of the Underwriters to purchase and
accept delivery of the Bonds, that the entire principal amount of the Bonds authorized by the
Ordinance shall be sold and delivered by the City and accepted and paid for by the Underwriters at
the Closing (as hereinafter defined). The Underwriters agree to make a bona fide public offering
of all of the Bonds, at not in excess of the initial public offering prices, as set forth in the Official
Statement; provided however at least ten percent (10%) of the principal amount ofthe Bonds of each
maturity shall be sold to the "public" (exclusive of dealers, brokers and investment bankers, etc.) at
the initial offering price set forth in the Official Statement.
4. Security Deposit. Delivered to the City herewith is a corporate check of the
Authorized Representative payable to the order of the City in the amount of$104,900.00. The City
agrees to hold such check uncashed until the Closing to ensure the performance by the Underwriters
of their obligation to purchase, accept delivery of and pay for the Bonds at the Closing.
Concurrently with the payment by the Underwriters of the purchase price of the Bonds, the City
shall return such check to the Authorized Representative as provided in Paragraphs 7 and 8 hereof.
Should the City fail to deliver the Bonds at the Closing, or should the City be unable to satisfy the
conditions of the obligations of the Underwriters to purchase, accept delivery of and pay for the
Bonds, as set forth in this Purchase Contract (unless waived by the Underwriters), or should such
obligations of the Underwriters be terminated for any reason pennitted by this Purchase Contract,
such check shall immediately be returned to the Authorized Representative. In the event the
Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of and
pay for the Bonds at the Closing as herein provided, such check shall be retained by the City as and
for full liquidated damages for such failure of the Underwriters and for any defaults hereunder on
the part of the Underwriters. The Authorized Representative hereby agrees not to stop or cause
payment on said check to be stopped unless the City has breached any of the terms ofthis Purchase
Contract.
5. Official Statement. The Official Statement, including the cover pages and
Appendices thereto, of the City, dated January 11, 2005 with respect to the Bonds, as further
amended only in the manner herein provided, is hereinafter called the "Official Statement." The
City hereby authorizes the Ordinance and the Official Statement and the information therein
contained to be used by the Underwriters in connection with the public offering and sale of the
Bonds. The City confirms its consent to the use by the Underwriters prior to the date hereof of the
Preliminary Official Statement, relative to the Bonds, dated January 3, 2005 (the "Preliminary
Official Statement") in connection with the preliminary public offering and sale of the Bonds, and
it is "deemed final" as of its date, within the meaning, and for the purposes, of Rule 15c2-12 (the
"Rule") of the Securities Exchange Act of 1934, as amended. The City agrees to cooperate with the
Underwriters to provide a supply offinal Official Statements within seven business days of the date
hereof in sufficient quantities to comply with the Underwriters' obligations under the Rule and the
applicable rules ofthe Municipal Securities Rulemaking Board. The Underwriters will use their best
2
efforts to assist the City in the preparation of the final Official Statement, and any supplements
thereto, in order to ensure compliance with the aforementioned rules.
If, after the date of this Purchase Contract up to and including the date the Underwriters are
no longer required pursuant to the Rule to provide an Official Statement to potential customers who
request an Official Statement (the earlier of (i) 90 days from the "end of the underwriting period"
(as defined in the Rule) and (ii) the time when the Official Statement is available to any person from
a nationally recognized municipal securities repository, but in no case less than 25 days after the
"end ofthe underwriting period" for the Bonds), the City becomes aware of any fact or event that
might or would cause the Official Statement 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 the statements therein,
in the light of the circumstances under which they were made, not misleading, the City shall notify
the Underwriters, and if, in the judgement ofthe Authorized Representative, such event requires the
preparation and publication of a supplement or amendment to the Official Statement, the City will
at its expense supplement or amend the Official Statement in the form and in a manner approved by
the Underwriters and furnish to the Underwriters a reasonable number of copies requested by the
Underwriters in order to enable the Underwriters to comply with the Rule.
To the best knowledge and belief of the City, the Official Statement contains information,
including financial information or operating data, as required by the Rule, and, except as disclosed
in the Official Statement, the City has not failed to comply with any undertaking made by the City
in accordance with paragraph (b)(5)(i) ofthe Rule within the last five years.
6. Representations, Warranties and Agreements ofthe City. On the date hereof, the
City represents, warrants and agrees as follows:
(a) The City is a home-rule municipal corporation and a political subdivision of
the State of Texas and a body politic and corporate, and has full legal right, power and
authority to: (i) enter into this Purchase Contract and the Ordinance; (ii) refund the
obligations being refunded by the Bonds (the "Refunded Obligations"); (iii) adopt the
Ordinance; (iv) sell the Bonds; (v) issue and deliver the Bonds to the Underwriters as
provided herein; and (vi) carry out and consummate all other transactions contemplated by
the Ordinance and this Purchase Contract;
(b) By official action of the City prior to or concurrently with the acceptance
hereof, the City has duly adopted the Ordinance, has duly authorized and approved the
execution and delivery of, and the performance by the City of the obligations contained in
the Bonds and this Purchase Contract and has duly authorized and approved the performance
by the City of its obligations contained in the Ordinance and this Purchase Contract;
(c) The City is not in breach of or default under any applicable law or
administrative regulation of the State of Texas or the United States (including regulations
of its agencies) or any applicable judgment or decree or any loan agreement, note, order,
agreement or other instrument, except as may be disclosed in the Official Statement, to
3
which the City is a party or to the knowledge of the City it is otherwise subject, that would
have a material and adverse effect upon the business or financial condition of the City; and
the execution and delivery of this Purchase Contract by the City and the execution and
delivery of the Bonds and the adoption of the Ordinance by the City and compliance with
the provisions of each thereof will not violate or constitute a breach of or default under any
existing law, administrative regulation, judgment, decree or any agreement or other
instrument to which the City is a party or, to the knowledge of the City, is otherwise subject;
(d) All approvals, consents and orders of any governmental authority or agency
having jurisdiction of any matter that would constitute a condition precedent to the
performance by the City of its obligations to sell and deliver the Bonds hereunder will have
been obtained prior to the Closing; provided, no representation is made regarding consents
or approvals that may be required under the Blue Sky or securities laws of any state in
connection with the offering and sale of the Bonds.
(e) At the time of the City's acceptance hereof and at the time of the Closing, the
Official Statement does not and 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, in the light of the circumstances under which they were made, not misleading;
(f) Between the date of this Purchase Contract and the Closing, the City will not,
without the prior written consent of the Underwriter, issue any additional bonds, notes or
other obligations for borrowed money payable in whole or in part from ad valorem taxes
(except the City's Combination Tax and Revenue Certificates of Obligation, Series 2005,
also being sold by the City to the Underwriters on the date hereof) and the City will not incur
any material liabilities, direct or contingent payable from ad valorem taxes. Prior to the
Closing, the City will not take any actions within or under its control that will cause any
adverse change of a material nature in the financial position of the City;
(g) Except as described in the Official Statement, no litigation is pending or, to
the knowledge of the City, threatened in any court affecting the corporate existence of the
City, the title of its officers to their respective offices, or seeking to restrain or enjoin the
issuance or delivery of the Bonds, the levy, collection or application of the ad valorem taxes
pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way
contesting or' affecting the issuance, execution, delivery, payment, security or validity of the
Bonds, or in any way contesting or affecting the validity or enforceability ofthe Ordinance
or this Purchase Contract, or contesting the powers of the City, or any authority for the
Bonds, the Ordinance or this Purchase Contract or contesting in any way the completeness,
accuracy or fairness of the Preliminary Official Statement or the Official Statement;
(h) The City will cooperate with the Underwriters in arranging for the
qualification of the Bonds for sale and the determination of their eligibility for investment
under the laws of such jurisdictions as the Underwriters designate, and will cooperate with
the Underwriters to continue such qualifications in effect so long as required for distribution
4
of the Bonds; provided, however, that the City will not bear any expense in connection with
any such qualification or determination and will not be required to execute a consent to
service of process or to qualify to do business in connection with any such qualification in
any jurisdiction;
(i) The descriptions of the Bonds and the Ordinance contained in the Official
Statement accurately summarize certain provisions of such instruments, and the Bonds, when
validly executed, authenticated and delivered in accordance with the Ordinance and sold to
the Underwriters as provided herein, will be validly issued and outstanding obligations of
the City entitled to the benefits of, and subject to the limitations contained in, the Ordinance;
U) If prior to the Closing an event occurs affecting the City that is materially
adverse for the purpose for which the Official Statement is to be used and is not disclosed
in the Official Statement, the City shall notify the Underwriters, and if in the judgment of
the City and the Underwriters such event requires a supplement or amendment to the Official
Statement, the City will supplement or amend the Official Statement in a form and in a
manner approved by the Underwriters;
(k) The financial statements contained in the Official Statement present fairly the
financial position ofthe City as of the date and for the period covered thereby and are stated
on a basis substantially consistent with that of the prior year's audited financial statements;
(1) Any certificate signed by an official of the City and delivered to the
Underwriters shall be deemed a representation and warranty by the City to the Underwriters
as to the truth of the statements therein contained;
(m) The City has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications
may not be relied upon;
(n) The City will not knowingly take or omit to take any action, which action or
omission will in any way cause the proceeds from the sale of the Bonds to be applied in a
manner other than as provided in the Ordinance or that would cause the interest of the Bonds
to be includable in gross income of the holders thereoffor federal income tax purposes; and
(0) The City is not relying on the Underwriters in connection with the issuance
of the Bonds for financial or other advice that the City could and should expect to obtain
from an entity hired in the role of financial advisor to the City; also, the City has not ever
relied on the Underwriters in such capacity.
7. Closing. At 10:00 A.M., Central Daylight Time, on February 16, 2005 (the
"Closing"), the City will deliver the Initial Bond (as defined in the Ordinance) to the Underwriters
and the City shall take appropriate steps to provide The Depository Trust Company ("DTC") (or the
paying agent/registrar, if the Bonds are to be held in safekeeping for DTC by the paying
5
agent/registrar pursuant to DTC's FAST system) with one definitive securities certificate for each
year of maturity of the Bonds, and to provide the Underwriters with the other documents hereinafter
mentioned. On or prior to the date of Closing, the Underwriters shall make arrangements with DTC
for the Bonds to be immobilized and thereafter traded as book-entry only securities and on the date
of Closing the Underwriters will accept such delivery and pay the purchase price of the Bonds as
set forth in Paragraph 1 hereof in immediately available funds. Concurrently with such payment by
the Underwriters, the City shall return to the Authorized Representative the check referred to in
paragraph 4 hereof. Delivery and payment as aforesaid shall be made at the office of the paying
agent/registrar, as noted in the Official Statement, or such other place as shall have been mutually
agreed upon by the City and the Underwriters.
8. Conditions. The Underwriters have entered into this Purchase Contract in reliance
upon the representations and warranties of the City contained herein and to be contained in the
documents and instruments to be delivered at the Closing, and upon the performance by the City of
its obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the
Underwriters' obligations under this Purchase Contract to purchase and pay for the Bonds shall be
subject to the"perfonnance by the City 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
conditions:
(a) The representations and warranties of the City contained herein shall be true,
complete and correct in all material respects on the date hereof and on and as of the date of
Closing, as if made on the date of Closing;
(b) At the time of the Closing, (i) the Ordinance shall be in full force and effect;
the Ordinance shall not have been amended, modified or supplemented; and the Official
Statement shall not have been amended, modified or supplemented, except as may have been
agreed to by the Underwriters, and (ii) the net proceeds of the sale of the Bonds shall be
deposited and applied as described in the Official Statement and in the Ordinance;
(c) At the time of the Closing, all official action of the City related to the
Ordinance shall be in full force and effect and shall not have been amended, modified or
supplemented;
(d) The City shall not have failed to pay principal or interest when due on any
of its outstanding obligations for borrowed money;
(e) On the date of Closing, the City will provide from the proceeds of the Bonds
and other funds contributed by the City an amount sufficient to refund and retire the
Refunded Obligations, and will cause such amount to be used on the day of Closing to
accomplish the such redemption and retirement; and
(f) At or prior to the Closing, the Underwriters shall have received each of the
following documents:
6
(1) The Official Statement of the City, executed on behalf ofthe City by
the Mayor and City Secretary;
(2) The Ordinance, certified by the City Secretary under the seal of the
City as having been duly adopted by the City and as being in effect, with such
changes or amendments as may have been agreed to by the Authorized
Representative. The Ordinance shall contain the agreement of the City, in form
satisfactory to the Underwriters, that is described under the caption "Continuing
Disclosure of Information" in the Preliminary Official Statement;
(3 ) The opinion, dated the date of Closing, of Fulbright & Jaworski
L.L.P. ("Bond Counsel") in substantially the form and substance of the opinion
related to the Bonds contained in Appendix C to the Official Statement;
(4) An opinion or certificate, dated on or prior to the date of Closing, of
the Attorney General of Texas, approving the Bonds as required by law and the
registration certificate of the Comptroller of Public Accounts of the State of Texas;
(5) The supplemental opinion or opinions, dated the date of Closing, of
Bond Counsel, addressed to the City and the Underwriters, providing that the
Underwriters may rely upon the opi'nion of Bond Counsel delivered in accordance
with the provisions of paragraph 8(f)(3) hereof, and opining to the effect that (a) in
its capacity as Bond Counsel, such firm has reviewed the information in the Official
Statement under the captions or subcaptions "Plan of Financing" (exclusive of the
information under the subcaption "Sources and Uses of Proceeds"), "The
Obligations" (exclusive of the information under the subcaptions "Book-Entry-Only
System" and "B ondho Iders I / Certi fi cateho Iders' Remedies"), "Tax Matters,"
"Continuing Disclosure of Information" (exclusive of the information under the
subcaption "Compliance with Prior Undertakings"), and under the subcaptions
"Legal Opinions" (exclusive of the last two sentences thereof) and "Legal
Investments and Eligibility to Secure Public Funds in Texas" under the caption
"Other Infonnation," and such firm is of the opinion that the information relating to
the Bonds and the Ordinance contained therein fairly and accurately describes the
provisions thereof; and (b) the Bonds are exempted securities that do not require
registration 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 Bonds to register any
securities under the 1933 Act or to qualify the Ordinance under the Trust Indenture
Act;
(6) An opinion of McCall, Parkhurst & Horton L.L.P., legal counsel to
the Underwriters, addressed to the Underwriters and dated the date of Closing, in the
form attached hereto as Exhibit B;
7
(7) A certificate, dated the date of Closing, signed by the Mayor and the
City Manager, to the effect that (i) the representations and warranties of the City
contained herein are true and correct in all material respects on and as ofthe date of
Closing as if made on the date of Closing; (ii) except to the extent disclosed in the
Official Statement, no litigation is pending or, to the knowledge of such persons,
threatened in any court to restrain or enjoin the issuance or delivery of the Bonds, or
the levy, collection or application of the ad valorem taxes pledged or to be pledged
to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way
contesting or affecting the validity of the Bonds, the Ordinance or this Purchase
Contract, or contesting the powers of the City or the authorization of the Bonds or
the Ordinance, or contesting in any way the accuracy, completeness or fairness of the
Official Statement (but in lieu of or in conjunction with such certificate, the
Underwriters may, in their sole discretion, accept certificates or opinions of counsel
to the City that, in the opinion thereof, the issues raised in any such pending or
threatened litigation are without substance or that the contentions of all plaintiffs
therein are without merit); (iii) to the best oftheir knowledge, no event affecting the
City has occurred since the date of the Official Statement that should be disclosed
in the Official Statement for the purpose for which it is to be used or that it is
necessary to disclose therein in order to make the statements and information therein
not misleading in any respect; and (iv) that there has not been any material and
adverse change in the affairs or financial condition of the City since September 30,
2003, the latest date as to which audited financial information is available;
(8) A certificate, dated the date of the Closing, of an appropriate officer
of the City to the effect that, on the basis of the facts, estimates and circumstances
in effect on the date of delivery of the Bonds, it is not expected that the proceeds of
the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds
within the meaning of Section 148 of the Internal Revenue Code of 1986, as
amended;
(9) Evidence that ratings for the Bonds of "AAA" has been assigned by
Standard & Poor's Credit Market Services, A Division of the McGraw-Hill
Companies, Inc. ("S&P") and "Aaa" has been assigned by Moody's Investors Service
("Moody's"), based on the Bond Insurance Policy (hereinafter defined) in a form
acceptable to the Authorized Representative, and that the rating is in effect as ofthe
date of Closing;
(10) Evidence satisfactory to the Authorized Representative that the
policy of bond insurance (the "Bond Insurance Policy") shall have been duly
executed, issued and delivered by MBIA Insurance Corporation (the "Insurer") and
receipt of a certificate of the Insurer with respect to the accuracy of statements
contained in the Official Statement regarding the Bond Insurance Policy and the
Insurer and the due authorization, execution, issuance and delivery of the Bond
8
Insurance Policy, together with an opinion of counsel to the Insurer in form and
substance satisfactory to the Authorized Representative;
(11) Such additional legal opinions, certificates, instruments and other
documents as Bond Counsel or the Underwriters may reasonably request to evidence
the truth, accuracy and completeness, as of the date hereof and as of the date of
Closing, of the City's representations and warranties contained herein and of the
statements and information contained in the Official Statement and the due
perfonnance and satisfaction by the City at or prior to the date of Closing of all
agreements then to be performed and all conditions then to be satisfied by the City.
All of the opinions, letters, certificates, instruments and other documents mentioned above
or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions
hereof if, but only if, they are satisfactory to the Underwriters.
If the City shall be unable to satisfy the conditions to the obligations ofthe Underwriters to
purchase, accept delivery of and pay for the Bonds as set forth in this Purchase Contract, or if the
obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds shall be
terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall
terminate, the security deposit referred to in Paragraph 4 of this Purchase Contract shall be returned
to the Authorized Representative and neither the Underwriters nor the City shall be under any
further obligation hereunder, except that the respective obligations of the City and the Underwriters
set forth in Paragraphs 10 and 12 hereof shall continue in full force and effect.
9. Termination. The Underwriters may terminate their obligation to purchase at any
time before the Closing if any of the following should occur:
(a) (i) Legislation shall have been enacted by the Congress ofthe United States,
or recommended to the Congress for passage by the President of the United States or
favorably reported for passage to either House of the Congress by any Committee of such
House; or (ii) a decision shall have been rendered by a court established under Article III of
the Constitution of the United States or by the United States Tax Court; or (iii) an order,
ruling or regulation shall have been issued or proposed by or on behalf of the Treasury
Department of the United States or the Internal Revenue Service or any other agency of the
United States; or (iv) a release or official statement shall have"been issued by the President
of the United States or by the Treasury Department of the United States or by the Internal
Revenue Service, the effect of which, in any such case described in clause (i), (ii), (iii), or
(iv), would be to impose, directly or indirectly, federal income taxation upon interest
received on obligations of the general character of the Bonds or upon income of the general
character to be derived by the City, other than any imposition offederal income taxes upon
interest received on obligations of the general character as the Bonds on the date hereof and
other than as disclosed in the Official Statement, in such a manner as in the judgment ofthe
Authorized Representative would materially impair the marketability or materially reduce
the market price of obligations of the general character of the Bonds.
9
(b) Any action shall have been taken by the Securities and Exchange Commission
or by a court that would require registration of any security under the 1933 Act, or
qualification of any indenture under the Trust Indenture Act, in connection with the public
offering of the Bonds, or any action shall have been taken by any court or by any
governmental authority suspending the use of the Preliminary Official Statement or the
Official Statement or any amendment or supplement thereto, or any proceeding for that
purpose shall have been initiated or threatened in any such court or by any such authority.
(c) (i) The Constitution of the State of Texas shall be amended or an amendment
shall be proposed, or (ii) legislation shall be enacted, or (iii) a decision shall have been
rendered as to matters of Texas law, or (iv) any order, ruling or regulation shall have been
issued or proposed by or on behalf of the State ofT exas by an official, agency or department
thereof, affecting the tax status of the City, its property or income, its bonds (including the
Bonds) or the interest thereon, that in the reasonable judgment of the Authorized
Representative would materially affect the market price ofthe Bonds.
(d) There shall have occurred a (i) 'material outbreak of hostilities (including,
without limitation, an act of terrorism) or (ii) new material other national or international
calamity or crisis, or any material adverse change in the financial, political or economic
conditions affecting the United States, including, but not limited to, an escalation of
hostilities that existed prior to the date hereof or (iii) a material adverse change in the
financial markets of the United States, and the effect of any such event on the financial
markets of the United States shall be such as would make it impracticable, in the reasonable
judgment of the Authorized Representative, for the Underwriters to sell the Bonds on the
tenns and in the manner contemplated by the Official Statement.
(e) An event described in Paragraph 6U) hereof occurs that, in the reasonable
judgment of the Authorized Representative, requires a supplement or amendment to the
Official Statement that is deemed by them, in their discretion, to adversely affect the market
for the Bonds.
(f) A general banking moratorium shall have been declared by authorities of the
United States, the State of New York or the State of Texas.
(g) A lowering of the ratings of"Aaa" and "AAA" initially assigned to the Bonds
by Moody's and S&P, respectively, shall occur prior to the Closing.
10. Expenses. (a) The City shall payout of the bond proceeds all expenses incident to
the issuance of the Bonds, including but not limited to: (i) the cost of the preparation, printing and
distribution of the Preliminary Official Statement and the Official Statement; (ii) the cost of the
preparation and printing of the Bonds; (iii) the fees and expenses of Bond Counsel to the City;
(iv) the fees and disbursements of the City's accountants, advisors, and of any other experts or
consultants retained by the City; and (v) the fees for the bond ratings and any travel or other
expenses incurred incident thereto.
10
(b) The Underwriters shall pay (i) all advertising expenses in connection with the
offering of the Bonds; (ii) the cost of the preparation and printing of all the underwriting documents;
and (iii) the fee of McCall, Parkhurst & Horton L.L.P. for such firm's opinion required by Paragraph
8( f)( 6) hereof.
11. Notices. Any notice or other communication to be given to the City under this
Purchase Contract may be given by delivering the same in writing at the address for the City set
forth on page 1, and any notice or other communication to be given to the Underwriters under this
Purchase Contract may be given by delivering the same in writing to Southwest Securities, Inc.,
1201 Elm Street, Suite 3500, Dallas, Texas 75270, Attention: Mr. Jim Brooks.
12. Parties in Interest. This Purchase Contract is made solely for the benefit of the City
and the Underwriters (including the successors or assigns of the Underwriters) and no other person
shall acquire or have any right under this contract. The City's representations, warranties and
agreements contained in this Purchase Contract that exist as of the Closing, and without regard to
any change in fact or circumstance occurring subsequent to the Closing, shall remain operative and
in full force and effect, regardless of (i) any investigations made by or on behalf ofthe Underwriters,
and (ii) delivery of any payment for the Bonds hereunder; and the City's representations and
warranties contained in Paragraph 6 of this Purchase Contract shall remain operative and in full
force and effect, regardless of any tennination of this Purchase Contract.
13. Severability. If any provision of this Purchase Contract 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 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 circumstances, or of rendering any other provision inoperative or unenforceable to any extent
whatever.
14. Choice of Law. This Purchase Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
15. Execution in Counterparts. This Purchase Contract may be executed in any number
of counterparts, all of which taken together shall constitute one and the same instrument, and any
of the parties hereto may execute this Purchase Contract by signing any such counterpart.
16. Section Headings. Section headings have been inserted in this Contract as a matter
of convenience of reference only, and it is agreed that such section headings are not a part of this
Contract and will not be used in the interpretation of any provisions of this Contract.
17. Status ofthe Underwriters. It is understood and agreed that for all purposes of this
Contract and the transactions contemplated hereby the Underwriters have, in their role as
underwriters, acted solely as independent contractors and have not acted as a financial or investment
advisors, fiduciaries or agents to or for the City, whether directly or indirectly through any person.
11
The City recognizes that the Underwriters expect to profit from the acquisition and potential
distribution of the Bonds.
[Signature page follows.]
12
18. Effective Date. This Purchase Contract shall become effective upon the execution
ofthe acceptance hereofby the Mayor of the City and shall be valid and enforceable as ofthe time
of such acceptance.
Very truly yours,
Southwest Securities, Inc.
By:
Title: Authorized Officer
Accepted:
This 11th day of January, 2005
By:
Mayor
Attest:
City Secretary
Schedule I
Underwriters
Southwest Securities, Inc.
RBC Dain Rauscher Inc.
8-1
EXHIBIT A
Schedule of Maturities, Interest Rates, Yields and Redemption Provisions
City of Wylie, Texas
General Obligation Refunding and Improvement Bonds, Series 2005
Maturity Principal Interest Yield
(2/15) Amount Rate (%) (%)
2006 $785,000 3.000 2.100
2007 830,000 3.000 2.250
2008 865,000 3.000 2.400
2009 750,000 3.000 2.600
2010 775,000 3.000 2.900
2011 520,000 3.250 3.120
2012 530,000 3.500 3.330
2013 555,000 4.000 3.500
2014 585,000 4.000 3.640
2015 615,000 4.000 3.770
2016 290,000 4.000 3.910 c
2017 300,000 4.000 4.020
2018 315,000 4.100 4.130
2019 325,000 4.150 4.210
2020 340,000 4.250 4.290
2021 355,000 4.250 4.350
2022 370,000 4.375 4.410
2023 385,000 4.400 4.470
2024 405,000 4.450 4.530
2025 425,000 4.500 4.590
c = yield to call date of February 15,2015.
The City reserves the right, at its option, to redeem Bonds having stated maturities on and after
February 15, 2016, in whole or in part in principal amounts of $5,000 or any integral multiple
thereof, on February 15,2015, or any date thereafter, at the par value thereof plus accrued interest
to the date of redemption.
A-I
EXHIBIT B
Proposed Form of Opinion of
McCall, Parkhurst & Horton L.L.P.,
Legal Counsel to the Underwriters
February _,2005
Southwest Securities, Inc.
RBC Dain Rauscher Inc.
c/o Southwest Securities, Inc.
1201 Elm Street, Suite 3500
Dallas, Texas 75270
Re: $10,320,000 City of Wylie, Texas General Obligation Refunding and Improvement
Bonds, Series 2005
Ladies and Gentlemen:
We have acted as counsel for you as the underwriters of the Bonds described above (the
"Bonds"), issued under and pursuant to an ordinance (the "Ordinance") of the City of Wylie, Texas
(the "City"), authorizing the issuance of the Bonds, which Bonds you are purchasing pursuant to a
Purchase Contract, dated January 11,2005. All capitalized undefmed terms used herein shall have
the meaning set forth in the Purchase Contract.
In connection with this opinion letter, we have considered such matters oflaw and of fact,
and have relied upon such certifications and other information furnished to us, as we have deemed
appropriate as a basis for our opinion set forth below. We are not expressing any opinion or views
herein on the authorization, issuance, delivery, validity of the Bonds and we have assumed, but not
independently verified, that the signatures on all documents and Bonds that we have examined are
genume.
Based on and subject to the foregoing, we are of the opinion that, under existing laws, the
Bonds are not subject to the registration requirements ofthe Securities Act of 1933, as amended, and
the Order is not required to be qualified under the Trust Indenture Act of 1939, as amended.
Because the primary purpose of our professional engagement as your counsel was not to
establish factual matters, and because of the wholly or partially nonlegal character of many of the
determinations involved in the preparation of the Official Statement dated January 11,2005 (the
"Official Statement") and because the information in the Official Statement under the headings or
subheadings "The Obligations - Book-Entry-Only System," "Bond Insurance," "Tax Matters,"
"Continuing Disclosure of Information - Compliance with Prior Undertakings" and the Appendices
thereto were prepared by others who have been engaged to review or provide such information, we
are not passing on and do not assume any responsibility for the information contained under such
B-1
headings and in the appendices, and, except as set forth in the last sentence of this paragraph, we are
not passing on and do not assume any responsibility for the accuracy, completeness or fairness of
other statements contained in the Official Statement (including any appendices, schedules and
exhibits thereto) and we make no representation that we have independently verified the accuracy,
completeness or fairness of such statements. In the course of our participation in the preparation of
the Official Statement as your counsel, we had discussions with representatives of the City,
including its Financial Advisor and Bond Counsel, regarding the contents ofthe Official Statement.
In the course of such activities, no facts came to our attention which would lead us to believe that
the Official Statement (except for the financial statements and other financial and statistical data
contained therein, the information set forth under the headings or subheadings "Book-Entry-Only
System," "Bond Insurance," "Tax Matters," "Continuing Disclosure of Information - Compliance
with Prior Undertakings" and the Appendices thereto, as to which we express no opinion), as of its
date contained any untrue statement of a material fact or omitted to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading.
This opinion letter may be relied upon by only you and only in connection with the
transaction to which reference is made above and may not be used or relied upon by any other
person for any purposes whatsoever without our prior written consent.
Respectfully,
B-2
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS,
TAX AND WATERWORKS AND SEWER SYSTEM
SURPLUS REVENUE REFUNDING BONDS
SERIES 1993
DATED AUGUST 1, 1993
NOTICE IS HEREBY GIVEN that the bonds of the above series maturing on and after
February 15, 2006 and aggregating in principal amount $1,865,000 have been called for
redemption on February 17, 2005 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Year of Principal Amount
Maturity Outstanding CUSIP Number
2006 $555,000
2007 $360,000
2008 $390,000
2009 $270,000
2010 $290,000
.ALL SUCH BONDS shall become due and payable on February 17, 2005, 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 thereof only upon
presentation and surrender of such bonds to jPMorgan Chase Bank, National Association,
Dallas, Texas (successor paying agent/registrar to Ameritrust Texas National Association) at its
designated offices at the following addresses:
First Class/
Registered/Certified Express Delivery/Courier By Hand Only
jPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. jPMorgan Chase Bank, N.A.
Institutional Trust Services Institutional Trust Services Room 234-North Building
P. O. Box 2320 2001 Bryan Street, 9th Floor Institutional Trust
Dallas, Texas 75221-2320 Dallas, Texas 75201 Securities Window
55 Water Street
New York, New York 10041
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.
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION
Address: 2001 Bryan Street, 8th Floor
Dallas, Texas 75201
45550769.2
EXHIBIT 0
NOTICE OF REDEMPTION
CITY OF WYLIE, TEXAS,
GENERAL OBLIGATION BONDS
SERIES 1995
DATED APRIL 15,1995
NOTICE IS HEREBY GIVEN that the bonds of the above series maturJng on and after
February 15, 2006 and aggregating in principal amount $2,795,000 have been called for
redemption on February 17, 2005 at the redemption price of par and accrued interest to the date
of redemption, such bonds being identified as follows:
Principal Principal
Year of Amount CUSIP Year of Amount CUSIP
Maturity Outstanding Number Maturity Outstanding Number
2006 $210,000 2011 $285,000
2007 $225,000 2012 $300,000
2008 $235,000 2013 $320,000
2009 $250,000 2014 $340,000
2010 $265,000 2015 $365,000
.ALL SUCH BONDS shall become due and payable on February 17, 2005, 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 thereof only upon
presentation and surrender of such bonds to JPMorgan Chase Bank, National Association,
Dallas, Texas (successor paying agent/registrar to Texas Commerce Bank National
Association) at its designated offices at the following addresses:
First Class/
Registered/Certified Express Delivery/Courier By Hand Only
JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A.
Institutional Trust Services Institutional Trust Services Room 234-North Building
P. O. Box 2320 2001 Bryan Street, 9th Floor Institutional Trust
Dallas, Texas 75221-2320 Dallas, Texas 75201 Securities Window
55 Water Street
New York, New York 10041
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.
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,
Address: 2001 Bryan Street, 8th Floor
Dallas, Texas 75201
45550769.2
Exhibit E
to
Ordinance
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 28 of this Ordinance.
Annual Financial Statements and OperatinQ Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
1. The financial statements of the City appended to the Official Statement
as Appendix B for the most recently concluded fiscal year.
2. The information in the Official Statement under Tables 1 through 6 and
8 through 15.
AccountinQ Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 above
45550769.2
THE WYLIE NEWS
Lovermg Wylie, Sa(:hse~lUfjlliTiliutlie-sll; I()undmg area
-------- ---
110 N. Ballard
P.O. Box 369 (972) 442-5515
Wylie, Texas 75098 Fax (972) 442-4318
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
Ord. No. 2005-01, Ord. No, 2005-02,
Ord. No. 2005-03, Ord. No. 2005-04
was published in said newspaper on the following date(s), tll-wit: Jan. 46,2005
{jJjJI/ -
Chad Engbrock, Publisher
Subscribed and sworn before me on this, the !~ ~day of ~ , 2005
to certify which witness my hand and seal of office.
/, )
-()L ~(~I
Notary Public in and for
The State of Texas
M \' commission expires 01/02/07
- - ---- - -------------
Wednesday, January 19,2005- THE WYLIE NEWS - Section C - Page
Classified . Advertising
,
~CE NO. \; WIDUN THE CITY AND TIONS OF THE CITY;
i-O! A LIMITED PLEDGE OF AND RESOLVING Subscribe to
THE NET REVENUES OTHER MATTERS INCI-
lANCE OF FROM THE OPERATION DENT AND RELATED
OF WYLIE, OF THE CITY'S WATER- TO THE ISSUANCE,
\MENDING WORKS AND SEWER SALE, PAYMENT AND THE WYLIE N.EWS
~ NOS. 92-6, 8YSTEM; AND RESOLV- DELIVERY' OF SAID
, 96-22 IN ING OTHER MATTERS BONDS, INCLUDING
) REGULA- INCIDENT AND RELAT- THE APPROVAL AND Covering Wylie, Sachse, Murphy and the surrounding area
DISPOSAL ING TO THE ISSUANCE, EXECUTION OF A PAY-
GE AND PAYMENT, SECURITY, ING AGENT/REGIS-
NTO THE SALE AND DELIVERY TRAR AGREEMENT, A
SEWER OF OF SAID CERTIFI- PURCHASE AGREE-
OF WYLIE, CATES, INCLUDING MENT AND A ESCROW Name
JROVIDING THE APPROVAL AND AGREEMENT AND THE
lIT SYSTEM EXECUTION OF A PAY- APPROVAL AND DIS- Address
tAL, SUS- ING AGENT/REGIS- TRIBunON OF AN
REVOCA- TRAR AGREEMENT OFFICIAL STATEMENT; City . St.
) APPEAL AND A PURCHASE AND PROVIDING AN
>ROVIDING CONTRACT ANb THE EFFECTIVE DATE. Zip
LING, SAV- APPROVAL AND DIS-
EVERABIL- TRIBUTION OF AN ORDINANCE NO. Phone Number
SES; AND OFFICIAL STATEMENT; 2005-04
FOR AN AND PROVIDING AN AN ORDINANCE OF Today's Date
DATE OF EFFECTIVE DATE. THE CITY OF WYLIE,
ANCE. TEXAS, AMENDING
ORDINANCE NO. ARTICLE 5, FIGURE 5.3
~CE NO. 2005.03 (LAND USE TABLE)
i-02 AND ARTICLE 5, SEC-
AN ORDINANCE TION 5.2 (LISTED
RDlNANCE AUTHORIZING THE USES), OF THE COM- Rates: $23.00 in Collin & Dallas Counties; $28.00 out
NG THE ISSUANCE OF "CITY OF PREHENSIVE ZONING of county; $35.00 out of state.
IF "CITY OF WYLIE, TEXAS, GEN- ORDINANCE NO. 2001- *Mail this form and your check to : .
I\.AS, COM- ERAL OBLIGATION 48; PROVIDING FOR A
TAX AND REFUNDING AND PENALTY FOR THE The Wylie News
eERTIFI- IMP R 0 V EM E NT VIOLATION OF THIS -
OBLIGA- BONDS, SERIES 2005"; ORDINANCE; PROVID- P.o. Box 369, Wylie, Texas 75098.
IES 2005"; SPECIFYING THE ING FOR REPEALING,
J THE TERMS AND FEATURES SAVINGS AND SEVER- ..
I FEATURES OF SAID BONDS; LEVY - ' ABILITY CLAUSES;
CERTIFI- ING A CONTINUING PROVIDING FOR AN
JROVIDING DIRECT ANNUAL AD EFFECTIVE DATE OF
IYMENT OF VALOREM TAX FOR THIS ORDINANCE; AND
PICATES OF THE PAYMENT OF SAID PROVIDING FOR THE
N BY THE BONDS; PROVIDING PUBLICATION OF THE
N AD VAL- FOR THE REDEMPTION CAPTION HEREOF.
UPON ALL OF CERTAIN OUT-~______~_i:.lt-339'
PROPERTY STANDING OBLIGA-
ltion~ide Advertising :;z:::~!!!!!!:_;~~ws
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EPAYMENT REQUIRED - TexSCAN J~DVERTISING (Ex.tr~wQr~s.''14ea~~)(EXtra\\l()t~~~~~~l..)~I~~~~~~~~Qh)... ... .......... . (Exirawords $f) eac~\
g COOlbinatiQfl~f?regi~n~(~RQg~J~(~~f.~~~1~~9~~~Pm~'Th'region$: ',.--.--+~'.
rcrnt M:lc:tp U$elin~t .iW!'!J!U~~J~P~J'l.YIIt'jjjlJlI2t!~!.b~r~,~tre~jaddress, city, s(