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Ordinance 2005-43 '� ORDINANCE NO. 2005-43 ' AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION AND._ DELIVERY OF "CITY OF WYLIE, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION, SERIES 2005"; SPECIFYING THE TERMS OF SUCH CONTRACT; MAKING PROVISIONS FOR THE PAYMENT THEREOF; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE EXECUTION, PERFORMANCE AND PAYMENT OF SUCH CONTRACT, INCLUDING THE APPROVAL AND EXECUTtON OF A PAYING AGENT/REGISTRAR AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to V.T.C.A., Local Government Code, Subchapter A of Chapter 271 (the Pubiic Property Finance Act), the City Council is authorized and empowered to execute, perform and make payments under contracts with any person for the use, acquisition or purchase of personal property; and WHEREAS, in accordance with the provisions of the Public Property Finance Act, the City Council hereby finds and determines that the acquisition, use or purchase of certain items of personal property identified in Exhibit A attached hereto, or such other personal property, appliances, equipment, furnishings, or interests therein, considered by the City Council to be necessary, useful and/or appropriate for purposes of the City, should be financed under and pursuant to one or more contractual obligations to be executed and delivered on the terms and in the forrn hereinafter preseribed; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: Contract Authorization - Contract Amount -Property Identification. A Contract, aggregating in amount $2,110,000 (the "Aggregate Contract Amount") and entitled "City of Wylie, Texas, Public Property Finance Contractual Obligation, Series 2005" (hereinafter referred to as the "Contract" or the "Contracts") shall be and is hereby authorized to be executed and delivered with the Initial Contracting Party, and the assigns thereof, to finance the use or the purchase or other acquisition of personal property identified in Exhibit A attached hereto and incorporated herein by reference as a part of this Ordinance for all purposes, or such other personal property, appliances, equipment, furnishings, or interests therein, considered by the City Council to be necessary, useful andlor appropriate for purposes of the City (the "Property"); all in accordance with and pursuant to authority conferred by the laws of the State of Texas, particularly the Pubiic Property Finance Act. SECTION 2: Fully Registered Form -Contract Date — Installment Payments— fnterest Rate. The Contracts shall be made, executed and delivered in fully registered form and as a single obligation and shalf be dated September 1, 2005 (the "Contract Date"). The Aggregate Contract Amount shall be payable in semi-annual installments (the "Installment Amounts") shall be payable on February 1 and August 1, beginning on February 1, 2007 and ending on February 1, 2016; all in accordance with the amortization schedule attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. Interest on the outstanding and unpaid Aggregate Contract Amount shall be payabie on February 1 and August 1 in each year, beginning on February 1, 2006. The fnstallment Amounts and interest thereon are hereinafter referred to as the "Semiannual Payments". The Aggregate Contract Amount is to be advanced to the City in installments and each advancement of such Aggregate Contract Amount shall accrue interest from the date of such Ordinance No.2005-43 Public Property Finance Obligation-Series 2005 i . �I advancement to the City (which shali be date noted in the "Advancement Ledger') to appear on ' the Contract) at the rate of 4.55% per annum (calculated on the basis of a 360-day year of twelve 30-day months. SECTION 3: Terms of Pavment-Pavinq Aaent/Reqistrar. The Semiannual Payments on the Contract shall be payable only to the registered contracting parry or person (hereinafter called the "Contracting Party") appearing on the registration and transfer books maintained by the Paying AgenURegistrar and such Semiannual Payments shall be payable in coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and without exchange or collection charges to the Contracting Party. The selection and appointment of American National Bank of Texas, Wylie, Texas to serve as Paying AgenURegistrar for the Contract is hereby approved and confirmed. Books and records relating to the registration, payment, exchange and transfer of the Contract (the "Contract Register") shall at all times be kept and maintained on behalf of the City by the Paying AgenURegistrar, all as provided herein, in accordance with the terms and provisions of a "Paying AgenURegistra� Agreement", substantially in the form attached hereto as Exhibit C, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are hereby authorized to execute and deliver such Agreement in connection with the delivery of the Contract. The City covenants to maintain and provide a Paying AgenURegistrar at all times until the Contract is paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified to perform the duties and services of Paying AgenURegistrar. Upon any change in the Paying AgenURegistrar for the Contract, the City agrees to promptly cause a written notice thereof to be sent to each Contracting Party by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. The Semiannual Payments shall be payable to the Contracting Party (1) by check sent United States mail, first class postage prepaid, to the address of the Contracting Party recorded in the Contract Register or (2) by such other method, acceptable to the Paying AgenURegistrar, requested by, and at the risk and expense of, the Contracting Party; provided, however, the final Semiannual Payment shall be paid onfy upon presentation and surrender of the Contact to the Paying AgenURegistrar for cancellation. If the date for the payment of the Semiannual Payments shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying AgenURegistrar 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 on which banking institutions are authorized to cfose; and payment on such date shall have the same force and effect as if made on the original date payment was due. SECTION 4: Prepavment. (a) Instaltment Amounts of the Contract shall be subject to prepayment, at the option of the City, in whole or in part on any February 1 or August 1 at a prepayment price equal to the Installment Amount to be prepaid plus accrued interest on such prepaid Installment Amount to the date of prepayment. (b) The City shall notify the Paying AgenURegistrar of the decision to prepay all or a portion of the Installment Amounts of the Contract and the prepayment date therefor. SECTION 5: Reaistration-Transfer-Exchanqe. The Paying Agent/Registrar shall obtain, record and maintain in the Contra�t Register the name and address of the Contracting Party of the Contract issued under and pursuant to the provisions of this Ordinance. The Ordinance No. 2005-43 i�H�Ptbperty Finance Obligation-Series 2005 2 i�.� � registration of the Contract shall be transferable only upon the Contract Register upon surrender i thereof, together with a written instrument of transfer satisfactory to the Paying Agent/Registrar duly executed by the Contracting Party, in person or by his duly authorized agent. When the registration of the transfer in the Contract Register has been recorded and the Contract is surrendered for cancellation, the Paying AgenURegistrar shall provide, in the name of the transferee, a new single fully registered Contract in the Aggregate Contract Amount remaining to be paid at the time of the transfer or assignment. When a Contract has been duly assigned and transferred, a new Contract shall be delivered to the Contracting Party at the Designated Payment/Transfer Office of the Paying AgenURegistrar or sent by United States Mail, flrst class, postage prepaid to the Contracting Party and, upon the registration and delivery thereof, such Contract shall be the valid obligation of the City evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Contract surrendered in such assignment and transfer. All transfers of the Contract pursuant to this Section shall be made without expense or service charge to the Contracting Party, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Contracting Party requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. SECTION 6: Execution - Repistration. The Contract shall be executed on behalf of the City by#he Mayor, with thE sealt�##t�e-Gi#jrt�produe�d or impressed thereon and counte�signed ; by the City Secretary. The signature of such o�cers on the Contracts may be manual or facsimile. Contracts bearing the manual or facsimile signatures of the persons holding such �__ offices on the Contract Date shall be deemed to be duly executed on behalf of the City, nofinrithstanding a change in persons holding such offices at the time of delivery of the Contract to the Initial Contracting Party and with respect to Contracts delivered in subsequent assignments and transfers or exchanges. No Contract shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless the registration certificate appearing on the Contracts to be signed by the Comptroller of Public Accounts of the State of Texas (substantialiy in the form provided in Section 7(c)) andlor the Paying AgentlRegistrar (substantially in the form provided in Section 7(d)), either or both such certificates, as the case may be, are manually executed by an authorized officer, employee or representative of the Comptroller of Public Accounts and/or the Paying AgenURegistrar, and such registration certificate, either or both, upon any Contract when dufy executed by the Comptroller of Public Accounts and/or the Paying Agent/Registrar, as the case may be, shall be conclusive evidence, and the only evidence, that such Contract has been duly certified, registered and delivered. The Contract, upon approval by the Attorney General of the State of Texas and its registration by the Comptroller of Public Accounts, and upon the completion and execution of the "Registration Certificate of Paying Agent/Registrar", shall be escrowed with the Paying Agent/Registrar pending the final advancement of the Aggregate Contract Amount by the initial Contracting Party in accordance with the terms of an agreement befinreen the Paying Agent/Registrar and City. With each advancement of the Aggregate Contract Amount to the City, the "Advancement Ledger" attached to the Contract shall be completed by the Paying AgenURegistrar by noting (1) the date of the advancement of funds, (2) the amount of the Aggregate Contract Amount advanced, and (3) the Aggregate Contract Amount remaining to be Ordinance No.2005-43 �fl�Pibperty Finance Obligation-Series 2005 3 _ ___ _ __ __ _ _ _ _ _ _ _ __ advanced following such advancement of funds then being made. Simultaneously with the final advancement of funds to the City by the Initial Contracting Party, the Contract shall be delivered to the Initial Contracting Party in accordance with their instructions. SECTION 7: Forms. (a) Forms Generally. The Contracts, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, the form of Assignment, Prepayment Ledger and Advancement Ledger to be printed on or attached to the Contracts, 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 and such legends and endorsements (including insurance legends in the event the Contracts, or any installment amounts thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be determined by the officers executing and delivering such Contracts as evidenced by their execution. The Contracts shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Contracts as evidenced by their execution. (b) General Contract Form. REGISTERED REGISTERED NO. $2,110,000 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS ,PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION SERIES 2005 Contract Date: Interest Rate: CUSIP N0: September 1, 2005 4.55% Contracting Party: American National Bank, Wyfie, Texas Contract Amount: TWO MILLION ONE HUNDRED TEN THOUSAND DOLLARS The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Collin, State of Texas, hereby agrees and promises to pay to the Contracting Party named above, or the registered assigns thereof, the Aggregate Contract Amount hereinabove stated above (or so much thereof as shall not have been prepaid prior to maturity), and to pay interest on the unpaid Aggregate Contract Amount hereof from the date of advancement to the City (as shown in the Advancement Ledger attached hereto) at the per annum rate of interest specified above computed on the basis of a 360 day year of twelve thirty day months. The Installment Amounts are payable on February 1 and August 1 of each year, beginning February 1, 2007 and ending February 1, 2016 and the interest thereon is payable on February 1 and August 1 in each year, beginning February 1, 2006, in accordance with the amortization schedule attached to this Contract (the "Semiannual Payments"). The Semiannual Payments shall be payable to the Contracting Party appearing on the Contract Register Ordinance No. 2005-43 f�S��ibperty Finance Obligation-Series 2005 4 maintained by the American National Bank of Texas, Wylie, Texas (the "Paying Agent/Registrar'), or its successor, and such Semiannual Payments shall be paid by the Paying Agent/Registrar (1) by check sent United States mail, first class postage prepaid, to the address of the Contracting Party recorded in the Contract Register or (2) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner; provided, however, the final Semiannual Payment shall be paid only upon presentation and surrender of this Contract to the Paying Agent/Registrar for cancellation. All payments of the Semiannual Payments on this Contract shall be without exchange or collection charges to the Contracting Party 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 Contract is issued in the aggregate amount $2,110,000 (herein referred to as the "Contract"), executed and delivered to finance the acquisition, use or purchase of personal property, under and in strict conformity with the Constitution and laws of the State of Texas, particularly the Public Property Finance Act (V.T.C.A., Local Government Code, Subchapter A of Chapter 271) and pursuant to an Ordinar�ce adopted by the City Council of the City (herein referred to as the"Ordinance"). Installment Amounts of this Contract may be prepaid, at the option of the City, in whole or in part, on any February 1 and August 1 at a prepayment price equal to the Installment Amount to be prepaid plus accrued interest on such Installment Amount to the date of prepayment. The City shall notify the Paying AgenURegistrar of the decision to prepay all or a portion of the Instalfinent Amounts of the Contract and the prepayment date therefor. The decision of the City to exercise the right to prepayment shall be entered in the minutes of the governing body of the City. This Contract is an obligation of the City payable from the pledged 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 principal office of the Paying AgenURegistrar, and to all of the provisions of which the Contracting Party by the acceptance hereof hereby agrees, for definitions of terms; the description of and the nature and extent of the taxes pledged for the payment of the Contracts; the terms and conditions relating to the assignment and transfer of this Contract; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Contracting Parties; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Contract may be discharged at or prior to its scheduled payment, and the obligation evidenced by the Contracts cease to exist as an obligation of the City; and for other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Contract, subject to certain limitations contained in the Ordinance, may be assigned and transferred on the Contract Register only upon its presentation and surrender at the principal office of the Paying AgenURegistrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying AgenURegistrar duly executed by, the Contracting Party hereof, or his duly authorized agent. The City and the Paying AgenURegistrar, and any agent of either, may treat the Contracting Parry hereof whose name appears on the Contract Register as the owner entitled to payment of the Semiannual Payments as provided in the attached amortization schedule, or a prepayment Ordinance No. 2005-43 f'��C��bperty Finance Obligation-Series 2005 5 _ ._ __ _ _ date, and on any other date as the owner for all other purposes, and neither the City nor the Paying AgenURegistrar, or any agent of either, shall be affected by notice to the contrary. 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 execution and delivery of the Contracts is duly authorized by taw; that all acts, conditions and things required to exist and be done precedent to and in the execution and delivery of the Contracts 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; and that due provision has been made for the payment of the Contracts and interest thereon as aforestated. In case any provision in this Contract shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Contract and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Contract to be duly executed under the official seal of the City as of the Contract Date. CITY OF WYLIE, TEXAS Mayor COUNTERSIGNED: City Secretary (SEAL) Ordinance No. 2005-43 i�S��Pt�operty Finance Obfigation-Series 2005 6 (c) "'Form of Registration Certificate of Comptroller of Pubfic Accounts. 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 Contract 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: omit on definitive contracts (d) Form of Certificate of Paying Agent/Registrar Certificate. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Contract has been duly delivered and registered under the provisions of the within-mentioned Ordinance; the contract or contracts initially executed and delivered by the City 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. AMERICAN NATIONAL BANK OF TEXAS, Wylie, Texas Registration date: By Authorized Signature Ordinance No. 2005-43 ����bperty Finance Obligation-Series 2005 7 I � (e) Form of Assignment Ledger. ASSIGNMENT LEDGER FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto the assignee named below the within Contract and all rights thereunder, and hereby irrevocably constitutes and appoints the American National Bank of Texas, Wylie, Texas, or its successors, to transfer this Contract on the books kept for the registration thereof to its named assigns, with full power of substitution in the premises. Signature of Contracting Paying AgenURegistrar's Party or Authorized Acknowledgement of Representative Name of Assi nee" Date of Assignment Assignment" �_. � NOTICE: The signature on this assignment must correspond with the name of the Contracting Party as it appears on the face of the within Contract in every particular. * print name, address, zip code and social security number of assignee *` signature and printed name of bank officer and impression of bank seal Ordinance No.20Q5-43 1��C'�Ptbperty Finance Obligation-Series 2005 8 (fl Form of Prepayment Ledger. ' PREPAYMENTLEDGER Date of Preoavment Contract Amount Preqaid Unqaid Balance Bank Officer's Siqnature (g) Form of Advancement Led4er. ��� � ADVANCEMENT LEDGER � Contract Amount Date of Advancement Advanced Unadvanced Balance Bank Officer's Sianature SECTION 8: Lew of Taxes. To provide for the payment of the Instaliment Amounts to become due and payabie and the payment of the interest thereon, 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 Ordinance No. 2005-43 f��C�Pibperty Finance Obligation-Series 2005 9 _ _ _ __ f-` I on each one hundred dollars' valuation of taxable properry in the City shall be at a rate from � year to year as will be ample and sufficient to provide funds each year to pay (i) the Installment � Amounts to become due and payable or an amount equal to 2% of the Aggregate Contract Amount (whichever is the greater) and (ii) the accrued interest on the Installment Amounts to become due and payable; full allowance being made for delinquencies and costs of collection. Full, complete and accurate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Contracts shall be kept and maintained by the City at all times while the Contracts are Outstanding, and the taxes collected annually for the payment of the Contracts shall be deposited to the credit of a "Special 2005 Contracts Fund" (the "Sinking Fund") maintained on the records of the City and 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 Contracts. Proper officers of the City are hereby authorized and directed to cause to be transferred to the Paying Agent/ Registrar, from funds on deposit in the Sinking Fund, amounts sufficient to fully pay and discharge promptly each Installment Amount and interest on the Contracts as the same accrues or becomes due and payable; such transfer 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 Payment Date and each interest payment date for the Contracts. PROVIDED, HOWEVER, in regard to the payments to become due on the Contracts on February 1, 2006 and August 1, 2006, sufficient current funds, including earnings to be realized from the investment of the proceeds of sale of the Contracts pending their expenditure for authorized purposes, will be available and are hereby appropriated to make such payments; �- and proper officials of the City are hereby authorized and directed to transfer and deposit in the ' Sinking Fund such current funds (including earnings realized from the investment of the ! proceeds of sale of the Contracts) which will be sufficient to pay the interest payments on the � Contracts on February 1, 2006 and August 1, 2006. SECTION 9: Mutilated - Destroved - Lost and Stolen Contracts. In case a Contract shall be mutilated, or destroyed, lost or stolen, the Paying AgenURegistrar may execute and deliver a replacement Contract of like form and tenor, and in the same authorized amount and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed, lost or stolen Contract, only upon the approval of the Ciry and after (i)the filing by the Contracting Party with the Paying Agent/Registrar of evidence satisfactory to the Paying AgenURegistrar of the destruction, loss or theft of such Contract, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying AgenURegistrar of indemnification in an amount satisfactory to hold the City and the Paying AgenURegistrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Contract shall be borne by the Contracting Party of the Contract mutilated, or destroyed, lost or stolen. Every replacement Contract 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 Contracts; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Contracts. SECTION 10: Satisfaction of ObliQation of Citv. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Contracting Parties, the Installment Amounts, together - with the accrued interest thereon, 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 Ordinance No.2005-43 f�4�€�P�operty Finance Obligation-Series 2005 10 _ __ _ '�, obligations of the City to the Contracting Parties shall thereupon cease, terminate, and be discharged and satisfied. The Contracts 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 the Installment Amounts as the same shall become due and payable in accordance with the attached amortization schedule or on a prepayment date, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying AgenURegistrar, 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 Installment Amounts and accrued interest on and prior to each payment date or to the prepayment date therefor (if a notice of prepayment has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made). 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 Contracts to be treated as "arbitrage obligations" 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 in excess of the amounts required for the payment of the Contracts in accordance with the defeasance provisions shall be remitted to the City or deposited as directed by the City. Notwithstanding the above and foregoing, any remittance of funds from the Paying AgenURegistrar to the City shall be subject � to any applicable unclaimed property iaws of the State of Texas. The term "Government Securities" shall mean (i) direct noncallable ob(igations 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 11: Ordinance a Contract-Amendments - Outstandina Contracts. This Ordinance shall constitute an agreement with the Contracting Party from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any of the Contracts remain Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Contracting Parties, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Contracting Parties, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Contracting Pa�ties to Contracts which are Outstanding and represent a majority of the aggregate Installment Amounts affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of Contracting Parties of all Contracts which are Outstanding, no such amendment, addition, or rescission shall Ordinance No.2005-43 f�S�C�P�bperty Finance Obligation-Series 2005 11 . . . _ _ j (1) extend the time or times of payment of the Instaiiment Amounts and interest on the ' Contracts, reduce the Installment Amounts, change the prepayment price or the rate of interest thereon, or in any other way modify the terms of payment of the Contracts, (2)give any preference to any Contract over any other Contract, or (3) reduce the aggregate Instalfinent Amount of Contracts required to be held for consent to any such amendment, addition, or rescission. The term "Outstanding" when used in this Ordinance with respect to Contracts means, as of the date of determination, all Contraets theretofore delivered and registered under this Ordinance, except: (1) those Contracts cancelled or delivered to the Paying Agent/Registrar for cancellation; (2) those Contracts for which the Installment Amounts and all interest payable thereon has been paid or is deemed to be fully paid in accordance with the provisions of Section 10 hereof; and (3) those mutilated, destroyed, lost, or stolen Contracts for which replacement obligations have been registered and delivered in lieu thereof as provided in Section 9 hereof. SECTION 12: Covenants to Maintain Tax-Exemqt Status. (a) Definitions. When used in this Section 12, the following terms have the following meanings: "Closing Date" means the date on which the Contracts 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. "Computafion 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 Contracts. "InvestmenY' has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose lnvestmenY' means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Contracts are invested and which is not acquired to carry out the governmental purposes of the Contracts. "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, Ordinance No. 2005-43 P���P�bperty Finance Obligation-Series 2005 �2 r_`. ' and 103 of the Internai Revenue Code of 1954, which are appiicable to the Contracts. 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 Contracts 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 indirectiy with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Contract 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 fimiting 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 affeet the exemption from federal income tax of the interest on any Contract, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Pavments. 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 Contracts: ;-- (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or �! indirectly with Gross Proceeds of the Contracts, and not use or permit the use of � sucti Gcoss 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 thereofl 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 Contracts or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Contracts 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, Ordinance No. 2005-43 f���Pibperty Finance Obligation-Series 2005 13 �' constructed or improved with such Gross Proceeds are otherwise transferred in a transaction j 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 Contracts 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 Contracts. (fl 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 Contracts to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Reqort. 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 Arbitraae Profits. Except to the extent otherwise provided in section 148(fl of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereofl on its books of account separately and '� apart from all other funds (and receipts, expenditures and investments thereofl �� and shall retain all records of accounting for at least six years after the day on - ° - =���-t�-#� �tast Outstanding Contract is discharged. However, to the sxtent permitted by law, the City may commingle Gross Proceeds of the Contracts 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(fl 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 Contracts until six years after the final Computation Date. (3) As additional consideration for the purchase of the Contracts 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 Contracts 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 Ordinance No.2005-43 fW�4�C�Pibpe�ty Finance Obfigation-Series 2005 14 rebate payments shall be made at the times, in the instailments, to the place and in the manner as is or may be required by section 148(fl of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(� of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2)and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148 3(h) of the Regulations. (i) Not to Divert 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 Contracts, 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 resufts 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 Contracts not been relevant to either party. (j) Elections. The City hereby directs and authorizes the City Manager and Director of Finance, either individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regu{ations, as they deem necessary or appropriate in connection with the Contracts, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. � SECTION 13: Sale of the Contracts. The offer of American National Bank of Texas, Wylie, Texas (herein referred to as the "Initial Contracting Party") to purchase the Contracts in accordance with a letter, dated September 13, 2005, attached hereto as Exhibit D and incorporated herein by reference as a pa�t of this Ordinance for all purposes is hereby accepted and the sale of the Contract to said Initial Contracting Party is hereby approved and authorized. The Mayor and City Secretary are hereby authorized and directed to sign the acceptance clause of said letter for and on behalf of the City and as the act and deed of this City Council. Delivery of the Contracts to the Initial Contracting Party shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. SECTION 14: Cancellation. All Contracts surrendered for payment, 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 AgenURegistrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying AgenURegistrar for cancellation any Contracts previously certified or registered and defivered which the City may have acquired in any manner whatsoever, and all Contracts so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Contracts held by the Paying AgenURegistrar shall be returned to the City. SECTION 15: Notices of Contractinq Parties. Wherever Ordinance provides for notice to Contracting Parties of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to Ordinance No. 2005-43 f�4�C�P�bperty Finance Obligation-Series 2005 15 I ._ ' the address of each Contracting Party appearing in the Contract Register at the close of ' business on the business day next preceding the mailing of such notice. In any case where notice to Contracting Parties is given by mail, neither the failure to mail such notice to any particular Contracting Party, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Contracts. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Contracting Party 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 a Contracting Party 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 16: Proceeds of Sale. The Aggregate Contract Amount (less costs of issuance) shall be deposited in an acquisition fund maintained at the City's depository bank. Pending expenditure for the Property, such funds may be invested in authorized investments, and any earnings from such investments may be expended for the Property or deposited to the credit of the Sinking Fund. All surplus proceeds of sale of the Contracts, including investment earnings, remaining after acquisition of the Property shall be deposited to the credit of the Sinking Fund. SECTION 17: LeQal Opinion. The Initial Contracting Party's obligation to accept delivery of the Contracts is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Attorneys, Dallas, Texas, approving the Contracts as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Contracts. A true and ' correct reproduction of said opinion is hereby authorized to be printed on the definitive Contracts. ��_ SECTION 18: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Contracts. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Contracts shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Contracts as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Contracts. SECTION 19: 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 AgenURegistrar and the Contracting Parties, 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 Contracting Parties. SECTION 20: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 21: Governin4 Law. This Ordinance and the Contracts authorized to be executed and delivered hereunder shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 22: Effect of Headinqs. The Section headings herein are for convenience ' only and shall not affect the construction hereof. Ordinance No. 2005-43 f���ibperty Finance Obligation-Series 2005 16 _ __ . _ _ _ � SECTION 23: 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 24: Severabilitv. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 25: 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., Local Government Code, Chapter 551. SECTION 26: Effective Date. This Ordinance shall be in force and effect from and after its passage on the date shown below and it is so ordained. (remainder of page left blank infentionallyJ ,___ ; �_ _ Ordinance No. 2005-43 i�S��Pibperty Finance Obligation-Series 2005 �� ; PASSED AND ADOPTED, this September 13, 2005. i, CITY OF WYLIE, TEXAS � ;' �" .� yor ATTEST: City Secretary �������i��,,,� .`���� �F W��''. ��,t�S�e+t�... y��,�' C�: ,�� •.F` _ - SE�L = = � _ . . _ . . _ , . . _ , . . � . . . ., . . ,: ,. ., .,� !yY••......•• Pg `�.� '__ ���ii����rEi�i i E����`` _�__. 45648543.1 S-� i ! EXHIBIT A i_ DESCRIPTION OF PROPERTY Description of Property Estimated Cost UHF Radio System for Police and Fire Dispatch $ 300,000 Quint Fire Truck $ 600,000 9,000 3G Master Meters $1,200,000 Total $2,100,000 Ordinance No. 2005-43 ����perty Finance Obligation-Series 2005 A-1 . _ . _ _ _ -_ .__ _ . _ . _ __ __ ___ -- EXHIBIT B i AMORTIZATION SCHEDULE j_ . Ordinance No. 2005-43 f+���p�►aoperty Finance Obligation-Series 2005 B-� � . � $2,110,000 Public Property Finance Contractual Obligations Series 2005 Certificate Amortization Schedule Payment Payment 4.55% Certificates 'Date ` Amaunt Princi al Irrterest ' Outstandin Oct 3,2005 - - - $1,553,000.00 Feb 1,2006 $23,233.80 - $23,233.80 2,110,000.00 Aug 1,2006 158,633.74 $110,631.24 48,002.50 1,999,368.76 Feb 1,2007 158,633.74 113,148.10 45,485.64 1,886,220.65 Aug 1,2007 158,633.74 115,722.22 42,911.52 1,770,498.43 Feb 1,2008 158,633.74 118,354.90 40,278.84 1,652,143.52 Aug 1,2008 158,633.74 121,047.48 37,58627 1,531,096.05 Feb 1,2009 158,633.74 123,801.31 34,832.44 1,407,294.74 Aug 1,2009 158,633.74 126,617.79 32,015.96 1,280,676.95 Feb 1,2010 158,633.76 129,498.36 29,135.40 1,151,178.59 Aug 1,2010 110,701.77 84,512.46 26,189.31 1,066,666.12 Feb 1,2011 110,701.77 86,435.12 24,266.65 980,231.01 Aug 1,2011 110,701.77 88,401.52 22,300.26 891,829.49 Feb 1,2012 110,701.77 90,412.65 20,289.12 801,416.83 Aug 1,2012 110,701.77 92,469.54 18,232.23 708,947.29 Feb 1,2013 110,701.77 94,573.22 16,128.55 614,374.07 Aug 1,2013 110,701.77 96,724.76 13,977.01 517,649.31 Feb 1,2014 110,701.77 98,925.25 11,776.52 418,724.05 Aug 1,2014 110,701.77 101,175.80 9,525.97 317,548.25 Feb 1,2015 110,701.77 103,477.55 7,224.22 214,070.70 Aug 1,2015 110,701.77 105,831.67 4,870.11 108,239.04 Feb 1,2016 110,701.49 108,239.05 2,462.44 0.00 - $2,110,000.00 $510,724.76 - EXHIBiT C PAYING AGENT/REGISTRAR AGREEMENT Ordinance No.2005-43 ���Pt�perty Finance Obligation-Series 2005 C-1 � PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of September 13, 2005 (this "AgreemenY'}, by and betvween the City of Wylie, Texas (the "Issuer"), and the American National Bank of Texas, Wylie, Texas, a banking corporation organized and existing under the laws of the United States of America, or its successors (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the execution and delivery of it:s "City of Wylie, Texas, Public Property Finance Contractual Obligations, Series 2005" (the "Contracts"), dated September 1, 2005; and WHEREAS, the Securities are being issued in evidence of a loan from the Bank and such loan is to be funded by the Bank by making multiple advances to the Issuer in accordance with the provisions of this Agreement; and WHEREAS, the Issuer has selected the Bank to serve as paying agent, registrar and transfer agent with respect to such Contracts; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Contracts; 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 Contracts, and, as Paying Agent for the Contracts, the Bank shall be responsible for paying on behalf of the Issuer the Installment Amounts and accrued interest thereon as the same shall become due and payable to the Contracting Parties; all in acc��rdance with this Agreement and the "Contract Resolution" (hereinafter defined). The Issuer herE;by appoints the Bank as Registrar with respect to the Contracts and, as Registrar for the Coritracts, the Bank shall keep and maintain for and on behalf of the Issuer books and records as i:o the parties to said Contracts entitled to payment and with respect to the transfer and exchange thereof as provided herein and in the "Contract Resolution". The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and ReGistrar for the Contracts. Section 1.02. Compensation. As compensation for the Bank's services as Paying Age�nURegistrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Ann�ex A attached hereto. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any 45652552.1/10508733 of th�e 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 expr�essly provided or unless the context otherwise requires: "Bank Office" means the offices of the Bank located at the address appearing on the signature page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Contract Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Contracts are authorized to be executed and delivered, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Contracting Party" means the Person in whose name a Contract is registered in the Contract Register. "Fiscal Year" means the fiscal year of the Issuer, ending September 30th. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, City Manager, Finance Director, or City Secretary, any one 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. "Payment Date" means the date specified in the Contract Resolution the Installment Amounts and interest thereon are scheduled to be due and payable. "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 Contracts" of any particular Contract means every previous Contract evidencing all or a portion of the same obligation as that evidenced by such particular Contract (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Contract for which a replacement Contract has been registered and delivered in lieu thereof pursuant to the Contract 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 45652552.1/10508733 2 matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. , Section 2.02. Other Definitions. The terms "Bank," "Issuer," and "Contracts (Contract)" have the meanings assigned to them in the recital paragraphs of this Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings ascribed ther�to in the Contract Resolution. The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paving Aqent. As Paying Agent, the Bank shall, provided adec�uate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the Installment Amount of each Contract on the Payment DatE: to the Contracting Party upon surrender of the Contract to the Bank at the Bank Office. 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 Contract when due, by computing the amount of interest to be paid each Contracting Party and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date. All payments of Installment Amounts and/or interest on the Contracts to the Contracting Party shall be accomplished (1) by the issuance of checks, payable to the Contracting Party, drawn on the special depository account provided in Section 5.05 hereof, sen1: by United States mail, first class, postage prepaid, to the address appearing on the Contract Register or (2) by such other method, acceptable to the Bank, requested in writing by the �Contracting Party at the Contracting Party's risk and expense. Section 3.02. Pavment Dates. The Issuer hereby instructs the Bank to pay the Inst�llment Amounts of the Contracts and the interest thereon at the dates specified in the Contract Resolution. ARTICLE FOUR REGISTRAR Section 4.01. Contract 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 sorrietimes referred to as the "Contract Register") for recording the names and addresses of the Con�tracting Parties to the Contracts, the transfer, exchange and replacement of the Contracts and the payment of the Installment Amounts and interest on the Contracts to the Contracting Par�ies and containing such other information as may be reasonably required by the Issuer and sub�ject to such reasonable regulations as the Issuer and Bank may prescribe. All transfers, exchanges and replacement of Contracts shall be noted in the Contract Register. Every Contract surrendered for transfer or exchange shall be duly endorsed or be acc��mpanied by a written instrument of transfer, the signature on which has been guaranteed by ��n 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 Contracting Party or his agent duly�authorized in writing. 45652552.1/10508733 3 The Bank may request any supporting documentation it feels necessary to effect a re-r�gistration, transfer or exchange of the Contracts. . � � To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Contracts, the exchange or transfer by the Contracting Parties will be completed and new Contracts delivered to the Contracting Party or the assignee of the Contracting Party in not more than three (3) business days after the receipt of the Contracts to be cancelled in an exchange or transfer and the written instrument of transfer or req�uest for exchange duly executed by the Contracting Party, 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 Contracts to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of prini:ed Contracts will be kept in safekeeping pending their use and reasonable care will be exer�cised by the Bank in maintaining such Contracts in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for varhich it serves as registrar, or that is maintained for its own securities. Section 4.03. Form of Contract Reqister. The Bank, as Registrar, will maintain the Contract Register relating to the registration, payment, transfer and exchange of the Contracts in ac;cordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Contract Register in any form other than those whic;h the Bank has currently available and currently utilizes at the time. The Contract 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 Contractinq Parties. 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 th�e Contract Register. The Issuer may also inspect the information contained in the Contract Register at any time the Bank is customarily open for business, provided that reasonable time is allouved the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Contract Register to any person othe:r 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 Contract Register, the Bank will notify the Issu�er so that the Issuer may contest the court order or such release or disclosure of the con�ents of the Contract Register. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable inte�nrals as it determines, cancel and destroy, pursuant to the Securities and Exchange Act of 1934, Contracts in lieu of which or in exchange for which other Contracts have been issued, or which have been paid. Section 4.06. Mutilated Destroved, Lost or Stolen Contracts. The Issuer hereby instiructs the Bank, subject to the provisions of the Contract Resolution, to deliver and issue Coritracts in exchange for or in lieu of mutilated, destroyed, lost, or stolen Contracts as long as the same does not result in an overissuance. 45652552.1/10508733 4 In case any Contract shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion, may execute and deliver a replacement Contract of like form and tenor, 'and in the , same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Contract, or in lieu of and in substitution for such destroyed lost or stolen Contract upon approval by the Issuer and after (i) the filing by the Contracting Party with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Contract, 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 exp�nses and charges associated with such indemnity and with the preparation, execution and deli��ery of a replacement Contract shall be borne by the Contracting Party to the Contract 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 Contracts it has paid pursuant to Section 3.01, Contracts it has delivered upon the transfer or exchange of any Contracts pursuant to Section 4.01, and Contracts it has delivered in exchange for c�r in lieu of mutilated, destroyed, lost, or stolen Contracts pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01. Duties of Bank. The Bank undertakes to perform the duties set forth here�in 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 opin�ions 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 funcls or otherwise incur any financial liability for performance of any of its duties hereunder, or 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, con.sent, 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 Conitracts, but is protected in acting upon receipt of Contracts containing an endorsement or insti�uction of transfer or power of transfer which appears on its face to be signed by the Cor�tracting Party or an agent of the Contracting Party. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instirument, opinion, report, notice, request, direction, consent, order, bond, note, security, or othE;r paper or document supplied by Issuer. 45652552.1/10508733 5 (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with�respect to , any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perForm any duties here�under 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 Contracts shall be taken as the statements of the Issuer, and the Bank ass�ames no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Contracting Party to any Contract, or ainy other Person for any amount due on any Contract from its own funds. Section 5.04. Mav Hold Contracts. The Bank, in its individual or any other capacity, may become the owner or pledgee of Contracts 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. Monevs Held by Bank - Special Depository Account/Collateralization. A special depository account shall at all times be kept and maintained by the Bank for the rece;ipt, safekeeping and disbursement of moneys received from the Issuer hereunder for the payrnent of the Contracts, and money deposited to the credit of such account until paid to the Contracting Parties to the Contracts shall be continuously collateralized by securities or oblic�ations which qualify and are eligible under the laws of the State of Texas to secure and be pledged as collateral for special depository accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such special depository accc�unt shall be made by check drawn on such special depository account unless the Contracting Party shall, at its own expense and risk, request such other medium of payment. The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money dep��sited with the Bank for the payment of any Contract, including interest thereon, and remaining unclaimed for three years after final maturity of the Contract has become due and pay�ble will be paid by the Bank to the Issuer, and the Contracting Party to such Contract shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. 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 adrr�inistration 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 Agr��ement. 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 either the Bank Office or the administrative offices of the Issuer is located, and agree that service of proc:ess by certified or registered mail, return receipt requested, to the address referred to in Sec:tion 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank 45652552.1/10508733 6 further agree that the Bank has the right to file a Bill of Interpleader in any court of competent juris�iction to determine the rights of any Person claiming any intere�t herein. � � Section 5.08. DTC Services. It is hereby represented and warranted that, in the event the Contracts 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 �xtent within its control, will comply with the "Operational Arrangements", which establishes requiirements 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 turrn�round 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 writiing 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 IBank 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 corn�enience only and shall not affect the construction hereof. Section 6.05. Successors and Assiqns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06. Severabilitv. In case any provision herein shall be invalid, illegal, or uneinforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any leg�il or equitable right, remedy, or claim hereunder. Section 6.08. Entire Aqreement. This Agreement and the Contract Resolution con:stitute 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 Contract Resolution, the Contract Resolution shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of cou�nterparts, 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 Installment Amounts and interest on the Contracts to the Contracting Parties ther�eof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; 45652552.1/10508733 7 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 , appc�intment accepted and (b) notice given to the Contracting Parties to the Contracts of the appc�intment 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 Contracts. The resigning Paying Agent/Registrar may petition any court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a succ;essor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60) days after the giving of such notice of resignation. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliuer the Contract Register (or a copy thereof), together with other pertinent books and recc�rds relating to the Contracts, to the successor Paying Agent/Registrar designated and appc�inted 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. 45652552.1/10508733 $ IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. � , CIT'Y OF WYLIE, TEXAS AMERICAN NAT�ONAL BANK OF TEXAS, Wylie, Texas i , ,,'�' By: M �ror Title: �P ATTEST: ATTEST: � � City� ecreta itl . \```y�,o�F�„�y` � ,, `,,\,�. .. .. ��`,' - C''' �:� = �CI-�Y ��� _ � = �'�.,� •�;' .... 'Pg`���: ��. �"C 1 E,TE�' �•• Adciress��"�0'b�0`Highway 78 North Address: Wylie, Texas 75098 Wylie, Texas 75098 456;52552.1/10508733 ANNEX A FEE SCHEDULE FOR BANK � � 4565�2552.1/10508733 �.�-.�. 'I EXHIBIT D � PURCHASE AGREEMENT , Ordinance No. 2005-43 f���Pibperty Finance Obligation-Series 2005 D-1 AMERICAN NATIONAL BANK www anbh�.aom September 13, 2005 Honorable Mayor and City Council City of Wylie 2000 Highway 78 North Wylie, Texas 75098 Re: $2,110,000 "City of Wylie, Texas, Public Property Finance Contractual Obligations, Series 2005", dated September 1, 2005 Dear Mayor and City Councilmembers: The American National Bank of Texas, Wylie, Texas, hereby offers to purchase $2,110,000 City of Wylie, Texas, Public Property Finance Contractual Obligations, Series 2005, at the price of par; such Contracts to be payable in semi-annual installments on February 1 and August 1 in each year, beginning on August 1, 2006 and ending on February 1, 2016, all in accordance with the amortization schedule attached thereto. Interest on the unpaid Aggregate Contract Amount shall be payable on February 1 and August 1 in each year, beginning February 1, 2006 as part of the semi-annual installments as reflected in the attached amortization schedule. We understand the Contracts will be dated September 1, 2005 and will be optional for prepayment in whole or in part on any February 1 or August 1 at a prepayment price equal to the Installment Amount to be prepaid plus accrued interest on such prepaid Installment Amount to #he date of prepayment. Furthermore, we understand the Contracts will be approved by the Attorney General of Texas, the City will furnish the Bank with the market opinion of Fulbright & Jaworski L.L.P., Bond Counsel to the City. It is understood the Contracts will be available for delivery to us on or about October 3, 2005. The Bank has been furnished with all necessary information desired for the Bank to make an informed decision concerning the purchase of the Contracts, and the Bank has made such inspections and investigations as deemed necessary to determine the investment quality of the Contracts and assess all risk factors associated with the purchase and ownership of the Contracts. The Bank has purchased the Contracts for its own account for investment (and not on behalf of another), and the Bank has no present intention of reselling the Contracts or dividing the Bank's interest therein, either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance; but the Bank reserves the right to sell, pledge, transfer, convey, hypothecate, or dispose of the Contracts at some future date. 45655016.1 WYlie Banking Center,301 S.Hwy.78,P.O.Box 1268,Wylie,Texas 75098 Metro(972)442-6565 Fax 972-442-8365 MEMBER FDIC Sincerely, AMERICAN NATIONAL BANK OF TEXAS, Wylie, T a , By: � Title: t,C r APPROVED AND ACCEPTED by the City Council of the City of Wylie, Texas, this the 13th day of September, 2005. CITY OF WYLIE, TEXAS �l 4 or ```������u��������,. ATTEST: `����y O F W y �.,�� . .�j �, ' �� • •.. •.�� V; ; > � - SEr�L - : � ; : ;- ••• •� . City cretary '., °. .. �.••'°' ' ���'��yC 1 E�TE�'P�`��``� ��������iii�������� (City Seal) 45655016.1 � C8�S Media, Inc. ��je�farmer�biCle�Cimeg•Murphy Monitor•The Princeton Herald • The Sachse News•THE WYLIE NEWS 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. 2005-41, Ord.No. 2005-42, Ord. No. 2005-43, Ord. No. 2005-44, Ord. No. 2005-45 was published in said newspaper on the following dates, to-wit: 5ept. 21 & 28, 2005 Chad Engbrock, Publisher Subscribed and sworn before me on this, the � day of ,2005 to certify which witness my hand and seal of office. ..:�_,A,�.,�, ,�,�..�-.. r=o,�"g'�e��� A�A L.MQONEY Notary Public � �•�'��°� State af Te�s ,� N;r��»�°.�+� My Comm.Fx�.01-02-0� g os'� Notary Public in a d for The State of Texas My commission expires O1/02/07 Murphy/Sachse/Wylie Office•110 N.Ballard•P.O.Box 369•Wylie,TX 75098•972-442-5515•fax 972-442-4318 Farmersville/Princeton Office•101 S.Main•P.O.Box 5]2•Fanneisville,TX 75442•972-7846397•fas 972-782-7023 in�ide pets. $1,150/monkh, MemberofE.BB AND PRCIVIAING FOR AN $800/Deposit. 203 9�2'382'2282 EFFECITVE DATE NOTICE TO BIDDERS Cottonbelt.972-727-2445. �c)214-733-1118 <.�r�-a.eo+P ORDINANCE CREEKSIDE 2 19-1 t-2912-13 ,� mQ� NO.2005-42 MII.LION GALLON 3/2/2,FP,beautiful ceramic � t► COMPOSITE ��;� = AN ORDINANCE FIXING ELEVATED tile, excellent condition, �T,e,g RpTE?,ND LEVy STORAGE TANK Large backyard & shed. ��'S MAKIT GREEN IN AND FOR THE CITY OF (HWL 730Ft.) $ 1 , 0 9 5 / m o n t h . Pre-emergent&weed control. WYLIE,'TEXAS,UPONAL,L Scalp,Mowing.(no acreage) TAXABLE PROPERTY IN Sealed bids will be received in $600/deposit. 214-770- FREE ESTIMATES SAID CITY OF WYLIE, �e office of the City Secretary 3022. 19-lt-pd Stonework&Landscaping TEXAS, FOR THE PUR- of rhe City of Wylie, 2000 � r 972-618-5363 POSE OF PAYING THE North Highway 78 North, snaros-�d CURRENT EXPENSES OF Wylie,Texas 75098 unril 2:00 � y � _ SAID CI'TY OF Tf�FISCAL p.m., Friday, September 30, � Russall Jonas �AR ENDING SEPTEM- 2005, and then publicly BER 30, 2006, AND FOR opened and read for furnishing ", '6 ' ���`', L2yy�Cat'2 MOWIng THE FtJRTHER PURPOSE a11 necessary materials, � _�:::..�:� .���.s_ ���- ' ' OF CREAT'ING A SINKIIVG machinery, equipment, super- 3 Br/2 Ba home in Sachse, W�Eating,Edging, FUND TO RETIRE THE �ntendence,and perfornung all BIOW�ff,Nbst Yards$25 PRINCIPAL AND INTER- work required for the construc- walk to schools, $144,90. EST OF THE BONDED tion of a 2.0 Million Gallon ' 214=Z89=I'��`or' rikennard rracco�nno�n9a�a�irabre,�tso: 'II�ib�B'TEDNESS•'t�F BA�D �o�site Elevated Storage _ _ _- -- CIT'Y_Pd�OY.iDI�K'a..F9R,A Tank(AWWA D-100),tempo- �cox��i r�r�t�<„,i�&Zt�pd.._. _ , » �'���,;'l °,H3EN QAt ALL RE�++iL•AtiriD !'�SFy;t�c¢asv,rosd,- reinforced r ¢ �, 42-tf-845 PERSONAL PROF�RT'Y TO conc�te access drive and park- ` SECURE PAYMENT OF ing,landscaping and irrigation • / $&$I�1Wi1$�Y'V1Ce TAXES DUE THEREON; With an altemate bid for a mix- CONTAINING A SEVER- ing system together with all ROOMMATE WANTED A,�'ordable&reliabde ABILITY CLAUSE; necessary appurtenances. for 3/2 house, garage, A*l phases of lawn mainterwnce REPEALING ALL ORDI- 5pecial services availabk NANCF,S AND PARTS Bidders must submit Cashier's fenced yard, jacuzzi, �2�75_�� THEREOF Iri CONFLICT or Certified Check,issued by a $400/month 972-442-3346 214794-1804 ��V`'��AND PROVID- bank satisfactory to the City of 17-4t-pd �o-�rn.w�z ING FOR AN EFFECTIVE' �'�'Y1ie,or Bid Bond issued by a DATE. bonding company satisfactory � I�II � �,� - to the City of Wylie, payable � 1 :��, �,,.��� _._ THIS TAX RATE WILL Without recourse to the order Jazzy Pet Dog & Cat �ISE MORE TAXES FOR of the City of Wylie m an MAINTENANCE AND �ount,not less than five per- , s Grooming. Call today for OPERATTONS THAN LAST cent(5%)of the largest possi- �� �s; our a ointment. 972- �AR'S TAX RAT'E. THE ble bid submitted as a guazanty "`�''`"'� ���"'`�`�`° ' Y Pp TAX RATE WILL RAISE that Bidder will enter into con- House Cleaning By Cora. 442-7396. 40-tf-1346 TAXES FOR MAINTE- ��t and execute Bond and Residential, Commercial, ��� �'�� NANCE AND OPERATIONS Guaranty in the form provided Moving, 27 years experi- ���-��•-.y��€v�.<:,��..�......�. ON A $100,000 HOME BY Nodce of ward of Contra ttto APPROXIMATELY$6.03 ence, bonded and insured. MOTOR I�OMF him. Bids without required Free Estimate. 972-843- ORDINANCE check or bid bond will not be 8357, Fax 972-843-8357 `ST�RAC�[r"' NU.2005-43 considered. and Cell 972-741-0079. 'New, Completely � ORDINANCE APPROV- The successful bidder must References Available. enClosed bldg. �G AND AUTHORIZING �sh Performance Bond and •SeCUCe THE EXECUTION AND Payment Bond in the amount 14-tf-3273-23 ` ' r, •Conventent .' DELIVERY OF "CITY OF of one hundred percent(100%) PREMIER SOLUTIONS to Wylie � 3 �'�'1'LIE, T'EXAS, PUBLIC of the total contract price from Professional cleaning for •Reasonable rates! pROPERTY FINANCE CON- a Surety Company holding a the corporate community. T�CTUAL OBLIGATTON, pemut from the State of Texas 972^��Z-3123 SERIES 2005";SPECIFYING to act as Surety. Ca11972-429-1267. Or THE T'ERMS OF SUCH 17-4t-pd CONTRACT; MAKING 'I't►e Owner shall give notice of 972���2-3505 PROVISIONS FOR TFiE aW'ard of coniract within nine- We are a five star rated 49-tf-326 PAYMENT TE�REOF;AND tY(90)calendaz days following COmp8tly. II1SU1'ed. Ifl Ufll- RESOLYING OTHER MAT- the opening of bids. The low fom1.We take great pride orrected immediately. TERS INCIDENT AND bidder musc qualify within five in providing personafized, RELA1'ED TO THE EXECU- (5) working days after bid friendly,dependable ser- TTo1v, PERFORMANCE opening, by submitting such vice for all our clients and . AND PAYMENT OF SUCH additional evidence as may be their cleaning needs CONTRACT, INCLUDING �cluired by che City. whether you need year 'I'f�APPROVAt,Arm ExE- raround service,spring CUTION OF A PAYING 'I'he low bidder must furnish cleanin9,or move-in, MEETIIVG OF A G E N T/R E G I S T R A R evidence satisfactory to the mOVe-ou�t cleaning ser- SHAREHOLDERS AGREEMENT; AND PRO- City on any of the foregoing vice.Call us for a free OF VIDING AN EFFECTIVE lwincs,he may be disqualified estimate. FIRST NATIONAL BANK DATE. and the work awarded to the P . R,HO SE OF SACHSE next responsible bidder so ,,..�_�����._ �, :- �R�iNi4tlif'�' qualifying.