Ordinance 2017-14 ORDINANCE NO.2017-14
111 AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
WYLIE, TEXAS, COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2017"; SPECIFYING THE
TERMS AND FEATURES OF SAID CERTIFICATES; PROVIDING FOR
THE PAYMENT OF SAID CERTIFICATES OF OBLIGATION BY THE
LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY
WITHIN THE CITY AND A LIMITED PLEDGE OF THE NET
REVENUES DERIVED FROM THE OPERATION OF THE CITY'S
WATERWORKS AND SEWER SYSTEM; PROVIDING THE TERMS
AND FEATURES OF SUCH CERTIFICATES AND RESOLVING OTHER
MATTERS INCIDENT AND RELATING TO THE ISSUANCE,
PAYMENT, SECURITY, SALE AND DELIVERY OF SAID
CERTIFICATES,INCLUDING THE APPROVAL AND EXECUTION OF
A PAYING AGENT/REGISTRAR AGREEMENT AND THE APPROVAL
AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING
THERETO;AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, notice of the City Council's intention to issue certificates of obligation in the
maximum principal amount of$7,500,000 for the purpose of paying contractual obligations to be incurred
for (i) improving and extending the City's Waterworks and Sewer System and (ii)professional services
rendered in connection with such projects and the financing thereof,has been duly published in the Wylie
News, a newspaper hereby found and determined to be of general circulation in the City of Wylie, Texas,
on April 5,2017 and April 12,2017,the date the first publication of such notice being not less than thirty-
one (31) days prior to the tentative date stated therein for the passage of the ordinance authorizing the
issuance of such certificates;and
WHEREAS,no petition protesting the issuance of the certificates of obligation and bearing valid
petition signatures of at least 5% of the qualified electors of the City, has been presented to or filed with
the Mayor, City Secretary or any other official of the City on or prior to the date of the passage of this
Ordinance; and
WHEREAS, the City Council hereby finds and determines that the certificates of obligation
described in the aforesaid notice should be issued and sold at this time in the amount and manner as
hereinafter provided;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
WYLIE,TEXAS:
SECTION 1. Authorization - Designation - Principal Amount - Purpose. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of
$ , to be designated and bear the title "CITY OF WYLIE, TEXAS, COMBINATION TAX
AND REVENUE CER1'INICATES OF OBLIGATION, SERIES 2017" (hereinafter referred to as the
"Certificates"), for the purpose of paying contractual obligations to be incurred for (i) improving and
extending the City's Waterworks and Sewer System and (ii)professional services rendered in connection
with such projects and the financing thereof, pursuant to authority conferred by and in conformity with
the Constitution and laws of the State of Texas, including Texas Local Government Code, Subchapter C
of Chapter 271,as amended.
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SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities -
Certificate Date. The Certificates are issuable in fully registered form only; shall be dated May 1, 2017
(the"Certificate Date")and shall be in denominations of$5,000 or any integral multiple thereof(within a
Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years
and in principal amounts(the"Stated Maturities")and bear interest at the per annum rate(s)in accordance
with the following schedule:
Year of Principal Interest
Stated Maturity Amount Rate(s)
2019 $
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
The Certificates shall bear interest on the unpaid principal amounts from the date of their delivery
to the initial purchasers at the rates per annum shown above in this Section (calculated on the basis of a
360-day year of twelve 30-day months), and such interest shall be payable on February 15 and August 15
of each year,commencing February 15,2018,until maturity or prior redemption.
SECTION 3. Terms of Payment - Paying Agent/Registrar. The principal of, premium, if any,
and the interest on the Certificates,due and payable by reason of maturity,redemption,or otherwise, shall
be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders")
appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the
payment thereof shall be in any coin or currency of the United States of America, which at the time of
payment is legal tender for the payment of public and private debts, and shall be without exchange or
collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company,N.A., Dallas,
Texas, to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books
and records relating to the registration, payment, transfer and exchange of the Certificates (the "Security
Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar,
as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar
Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules and
regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor or Mayor Pro Tem and
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City Secretary are hereby authorized to execute and deliver such Paying Agent/Registrar Agreement in
connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying
Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying
Agent/Registrar shall be a commercial bank, trust company, financial institution or other entity qualified
and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar.
Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a
written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which
notice shall also give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Certificates, shall be payable at the Stated Maturities or
the redemption thereof only upon presentation and surrender of the Certificates to the Paying
Agent/Registrar at its designated offices, initially in East Syracuse, New York, or, with respect to a
successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated
Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders whose names appear
in the Security Register at the close of business on the Record Date (the last business day of the month
next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar(i) by check
sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security
Register or(ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the
risk and expense of, the Holder. If the date for the payment of the principal of or interest on the
Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city
where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by
law or executive order to close, then the date 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.
Notice of the Special Record Date and of the scheduled payment date of the past due interest(which shall
be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special
Record Date by United States Mail,first class postage prepaid,to the address of each Holder appearing on
the Security Register at the close of business on the last business day next preceding the date of mailing
of such notice.
SECTION 4. Redemption.
(a) Optional Redemption. The Certificates having Stated Maturities on and after February 15,
2028 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, 2027, or on any date thereafter at the redemption price of par
plus accrued interest to the date of redemption.
At least forty five (45) days prior to an optional redemption date for the Certificates (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 Certificates, the principal amount of each Stated
Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the
right to redeem Certificates shall be entered in the minutes of the governing body of the City.
(b) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the
same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat
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such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the
principal amount of such Certificates by $5,000 and shall select the Certificates to be redeemed within
such Stated Maturity by lot.
(c) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the
Certificates, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the
name of the City and at the City's expense,to each Holder of a Certificate to be redeemed in whole or in
part at the address of the Holder appearing on the Security Register at the close of business on the
business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall
be conclusively presumed to have been duly given irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)identify
the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the
principal amount thereof to be redeemed, (iii)state the redemption price,(iv)state that the Certificates, or
the portion of the principal amount thereof to be redeemed, shall become due and payable on the
redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be
redeemed, shall cease to accrue from and after the redemption date, provided moneys sufficient for the
payment of such Certificate (or the principal amount thereof to be redeemed) at the then applicable
redemption price are held for the purpose of such payment by the Paying Agent/Registrar and (v) specify
that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed,
shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon
presentation and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption
and has been called for redemption and notice of redemption has been duly given as hereinabove
provided, such Certificate(or the principal amount thereof to be redeemed) shall become due and payable
and interest thereon shall cease to accrue from and after the redemption date therefor.
(d) Conditional Notice of Redemption. With respect to any optional redemption of the
Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest on the
Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of
such notice of redemption, such notice may state that said redemption is conditional upon the receipt of
such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the
satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient moneys are not
received, such notice shall be of no force and effect, the City shall not redeem such Certificates and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to
the effect that the Certificates have not been redeemed.
SECTION 5. Registration-Transfer-Exchange of Certificates-Predecessor Certificates. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address
of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance,
or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates
of other authorized denominations by the Holder, in person or by his duly authorized agent, upon
surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written
instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized
agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender of any Certificate (other than the Initial Certificate authorized in Section 8
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 Certificates,executed on behalf of,and furnished by,the City,of authorized denominations and
having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates
surrendered for transfer.
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At the option of the Holder, Certificates(other than the Initial Certificate(s)authorized in Section
8 hereof) may be exchanged for other Certificates of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the
Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Certificates are so
surrendered for exchange,the Paying Agent/Registrar shall register and deliver new Certificates,executed
on behalf of,and furnished by the City,to the Holder requesting the exchange.
All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail,
first class postage prepaid, to the Holders, and, upon the registration and delivery thereof,the same shall
be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same
benefits under this Ordinance,as the Certificates surrendered in such transfer or exchange.
All transfers or exchanges of Certificates pursuant to this Section shall be made without expense
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.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the
same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any
mutilated, lost, destroyed or stolen Certificate for which a replacement Certificate has been issued,
registered and delivered in lieu thereof pursuant to the provisions of Section 19 hereof and such new
replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed
or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part,within forty-five(45)days
of the date fixed for the redemption of such Certificate; provided, however, such limitation on
transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a
Certificate called for redemption in part.
SECTION 6. Book-Entry-Only Transfers and Transactions. Notwithstanding the provisions
contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the Certificates,
the City hereby approves and authorizes the use of"Book-Entry-Only" securities clearance, settlement
and transfer system provided by The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York ("DTC"), in accordance with the operational
arrangements referenced in the Blanket Issuer Letter of Representations by and between the City and
DTC(the"Depository Agreement").
Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited
with DTC who shall hold said Certificates for its participants (the "DTC Participants"). While the
Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the
Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of
DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the
"Beneficial Owners")being recorded in the records of DTC and DTC Participants.
In the event DTC determines to discontinue serving as securities depository for the Certificates or
otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or
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the City determines that DTC is incapable of properly discharging its duties as securities depository for
the Certificates,the City covenants and agrees with the Holders of the Certificates to cause Certificates to
be printed in definitive form and issued and delivered to DTC Participants and Beneficial Owners, as the
case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged
on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall
be made in accordance with the provisions of Sections 3,4 and 5 hereof.
SECTION 7. Execution-Registration. The Certificates shall be executed on behalf of the City
by the Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and countersigned by the
City Secretary. The signatures of said officers on the Certificates may be manual or facsimile.
Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers
of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City,
notwithstanding that one or more of the individuals executing the same shall cease to be such officer at
the time of delivery of the Certificates to the initial purchaser(s)and with respect to Certificates delivered
in subsequent exchanges and transfers, all as authorized and provided in Texas Government Code,
Chapter 1201,as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of registration
substantially in the form provided in Section 9(c), manually executed by the Comptroller of Public
Accounts of the State of Texas, or his or her duly authorized agent, or a certificate of registration
substantially in the form provided in Section 9(d), manually executed by an authorized officer, employee
or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any
Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
certified,registered and delivered.
SECTION 8. Initial Certificate(s). The Certificates herein authorized shall be initially issued
either(i)as a single fully registered certificate in the total principal amount stated in Section 1 hereof with
principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or
(ii) as multiple fully registered certificates with one certificate for each year of maturity in the applicable
principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter
called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the
name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the
Certificate(s) submitted to the Office of the Attorney General of the State of Texas for approval, certified
and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to
the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying
Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof,
shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of
authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for
transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in
accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such
other information and documentation as the Paying Agent/Registrar may reasonably require.
SECTION 9. Forms.
(a) Forms Generally. The Certificates, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the
form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth
in this Section with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance and may have such letters, numbers, or other marks of
identification (including identifying numbers and letters of the Committee on Uniform Securities
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Identification Procedures of the American Bankers Association) and such legends and endorsements
(including insurance legends in the event the Certificates, or any maturities thereof, are purchased with
insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be
established by the City or determined by the officers executing such Certificates as evidenced by their
execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Certificate.
The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, engraved,
typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the
officers executing such Certificates as evidenced by their execution.
(b) Form of Definitive Certificates.
REGISTERED REGISTERED
NO. $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE,TEXAS,
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2017
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.:
May 1,2017 % February 15,20_
Registered Owner:
Principal Amount: DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above,or the
registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove
stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the
unpaid principal amount hereof from the interest payment date next preceding the "Registration Date" of
this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest
payment date, in which case it shall bear interest from such date, or unless the"Registration Date"of this
Certificate is prior to the initial interest payment date in which case it shall bear interest from the date of
delivery to the initial purchasers) 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, 2018, until maturity or prior redemption. Principal of this
Certificate is payable at its Stated Maturity or on a redemption date to the registered owner hereof, upon
presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar
executing the registration certificate appearing hereon, or its successor; provided, however, while this
Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the
principal amount hereof may be accomplished without presentation and surrender of this Certificate.
Interest is payable to the registered owner of this Certificate(or one or more Predecessor Certificates, as
defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register"
maintained by the Paying Agent/Registrar at the close of business on the"Record Date", which is the last
business day of the month next preceding each interest payment date, and interest shall be paid by the
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Paying Agent/Registrar by check sent United States Mail,first class postage prepaid,to the address of the
registered owner recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the
payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a
day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day
when banking institutions are authorized to close; and payment on such date shall have the same force
and effect as if made on the original date payment was due. All payments of principal of, premium, if
any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof
and in any coin or currency of the United States of America which at the time of payment is legal tender
for the payment of public and private debts.
This Certificate is one of the series specified in its title issued in the aggregate principal amount
of$ (herein referred to as the"Certificates")for the purpose of paying contractual obligations
to be incurred for (i) improving and extending the City's Waterworks and Sewer System and (ii)
professional services rendered in connection with such projects and the financing thereof, under and in
strict conformity with the Constitution and laws of the State of Texas, particularly Texas Local
Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance adopted by
the City Council of the City(herein referred to as the"Ordinance").
The Certificates maturing on and after February 15, 2028, 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,
2027,or on any date thereafter,at the redemption price of par,together with accrued interest to the date of
redemption.
At least thirty (30) days prior to a redemption date, the City shall cause a written notice of such
redemption to be sent by United States Mail, first class postage prepaid, to the registered owners of each
Certificate to be redeemed at the address shown on the Security Register and subject to the terms and
provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal
sum) shall have been duly called for redemption and notice of such redemption duly given,then upon the
redemption date such Certificate (or the portion of its principal sum to be redeemed) shall become due
and payable, and, if moneys for the payment of the redemption price and the interest accrued on the
principal amount to be redeemed to the date of redemption are held for the purpose of such payment by
the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption
date on the principal amount redeemed.
In the event a portion of the principal amount of a Certificate is to be redeemed and the registered
owner is someone other than Cede&Co.,payment of the redemption price of such principal amount shall
be made to the registered owner only upon presentation and surrender of such Certificate to the
Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or Certificates
of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then
unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge.
If a Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar
shall not be required to transfer such Certificate to an assignee of the registered owner within forty-five
(45) days of the redemption date therefor; provided, however, such limitation on transferability shall not
be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate
redeemed in part.
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With respect to any optional redemption of the Certificates, unless moneys sufficient to pay the
principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received
by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that
said redemption is conditional upon the receipt of such moneys by the Paying Agent/Registrar on or prior
to the date fixed for such redemption, or upon the satisfaction of any prerequisites set forth in such notice
of redemption; and, if sufficient moneys are not received, such notice shall be of no force and effect, the
City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in
which the notice of redemption was given,to the effect that the Certificates have not been redeemed.
The Certificates are payable from the proceeds of an ad valorem tax levied,within the limitations
prescribed by law,upon all taxable property in the City and from a limited pledge of the Net Revenues of
the City's combined Waterworks and Sewer System(the"System"), such pledge of the Net Revenues for
the payment of the Certificates being limited to an amount of$1,000 and, together with a parity pledge
securing the payment of the Previously Issued Certificates,being junior and subordinate to the lien on and
pledge of such Net Revenues securing the payment of Prior Lien Obligations now outstanding and
hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien
Obligations without limitation as to principal amount but subject to any applicable terms, conditions or
restrictions under law or otherwise, as well as the right to issue additional obligations payable from the
same sources as the Certificates and,together with the Previously Issued Certificates and the Certificates,
equally and ratably secured by a parity lien on and pledge of the Net Revenues of the System.
Reference is hereby made to the Ordinance, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the owner or
holder of this Certificate by the acceptance hereof hereby assents; for definitions of terms;the description
of and the nature and extent of the tax levied for the payment of the Certificates;the nature and extent of
the pledge of the Net Revenues securing the payment of the principal of and interest on the Certificates;
the terms and conditions relating to the transfer or exchange of this Certificate;the conditions upon which
the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights,
duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which
the tax levy and the pledge of the Net Revenues and covenants made in the Ordinance may be discharged
at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding
thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein and
not otherwise defined have the meanings assigned in the Ordinance.
This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on
the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office
of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the
registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs,
one or more new fully registered Certificates 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 Certificate as the owner entitled to payment of
principal hereof at its Stated Maturity or upon its prior redemption, in whole or in part, and (iii) on any
other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any
agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a
scheduled payment date and for thirty(30)days thereafter, a new record date for such interest payment(a
"Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the
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payment of such interest have been received. Notice of the Special Record Date and of the scheduled
payment date of the past due interest(which shall be 15 days after the Special Record Date) shall be sent
at least five (5) business days prior to the Special Record Date by United States Mail, first class postage
prepaid, to the address of each Holder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate and
political subdivision duly organized and legally existing under and by virtue of the Constitution and laws
of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts,
conditions and things required to exist and be done precedent to and in the issuance of the Certificates to
render the same lawful and valid obligations of the City have been properly done, have happened and
have been performed in regular and due time, form and manner as required by the Constitution and laws
of the State of Texas, and the Ordinance; that the Certificates do not exceed any Constitutional or
statutory limitation; and that due provision has been made for the payment of the principal of and interest
on the Certificates by the levy of a tax and a limited pledge of the Net Revenues of the System as
aforestated. In case any provision in this Certificate or any application thereof shall be invalid, illegal, or
unenforceable,the validity, legality, and enforceability of the remaining provisions and applications shall
not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the
Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly
executed under the official seal of the City as of the Certificate Date.
CITY OF WYLIE,TEXAS
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Mayor
COUNTERSIGNED:
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(c) Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial
Certificate(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 Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public
Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(d) Form of Certificate of Paying Agent/Registrar to appear on Defmitive Certificates only.
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Certificate has been duly issued and registered under the provisions of the within mentioned
Ordinance; the certificate or certificates of the above entitled and designated series originally delivered
having been approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts,as shown by the records of the Paying Agent/Registrar.
The designated office of the Paying Agent/Registrar located in East Syracuse, New York, is the
"Designated Payment/Transfer Office"for this Certificate.
THE BANK OF NEW YORK MELLON TRUST
COMPANY,N.A.,Dallas,Texas,
as Paying Agent/Registrar
Registration Date:
By
Authorized Signature
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(e) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or
typewrite name,address,and zip code of transferee:)
(Social Security or other identifying number ) the within Certificate
and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
NOTICE: The signature on this assignment
must correspond with the name of the
Signature guaranteed: registered owner as it appears on the face of the
within Certificate in every particular.
(f) The Initial Certificate(s) shall be in the form set forth in subsection (b) of this Section.,
except that the form of a single fully registered Initial Certificate shall be modified as follows:
REGISTERED REGISTERED
NO. T-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE,TEXAS,
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2017
Certificate Date: May 1,2017
Registered Owner:
Principal Amount: MILLION THOUSAND DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the
registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years
and in principal installments in accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
STATED MATURITY AMOUNT RATE(S)
(Information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been redeemed prior to maturity) and to pay interest on the unpaid
principal amounts hereof from the date of delivery to the initial purchasers at the per annum rate(s) of
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interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest
being payable on February 15 and August 15 of each year,commencing February 15,2018,until maturity
or prior redemption. Principal installments of this Certificate are payable on the Stated Maturity dates or
on a redemption date to the registered owner hereof by The Bank of New York Mellon Trust Company,
N.A., Dallas, Texas (the "Paying Agent/Registrar"), upon its presentation and surrender at its designated
offices, initially in East Syracuse,New York, or,with respect to a successor paying agent/registrar, at the
designated office of such successor (the "Designated Payment/Transfer Office"). Interest is payable to
the registered owner of this Certificate whose name appears on the"Security Register"maintained by the
Paying Agent/Registrar.at the close of business on the "Record Date", which is the last business day of
the month next preceding each interest payment date hereof and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the
registered owner recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the
payment of the principal of or interest on the Certificates shall be a Saturday, Sunday,a legal holiday,or a
day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying
Agent/Registrar is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day
when banking institutions are authorized to close; and payment on such date shall have the same force
and effect as if made on the original date payment was due. All payments of principal of, premium, if
any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof
and in any coin or currency of the United States of America which at the time of payment is legal tender
for the payment of public and private debts.
SECTION 10. Definitions. For purposes of this Ordinance and for clarity with respect to the
issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net Revenues
therefor, the following words or terms, whenever the same appears herein without qualifying language,
are defined to mean as follows:
(a) The term "Certificates" shall mean the "City of Wylie, Texas, Combination
Tax and Revenue Certificates of Obligation, Series 2017"authorized by this Ordinance.
(b) The term "Certificate Fund" shall mean the special Fund created and
established under the provisions of Section 11 of this Ordinance.
(c) The term"City"shall mean the City of Wylie,Texas.
(d) The term"Collection Date"shall mean,when reference is being made to the
levy and collection of annual ad valorem taxes, the date annual ad valorem taxes levied
each year by the City become delinquent.
(e) The term"Fiscal Year"shall mean the twelve month accounting period used
by the City in connection with the operation of the System which may be any twelve
consecutive month period established by the City.
(f) 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,
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(iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date of their
acquisition or purchase by the City, are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent and(iv) any other
then authorized securities_or obligations that may be used to defease obligations such as
the Certificates under the then applicable laws of the State of Texas.
(g) The term"Gross Revenues" shall mean all income, receipts and revenues of
every nature derived or received from the operation and ownership(excluding refundable
meter deposits,restricted gifts and grants in aid of construction) of the System, including
earnings and income derived from the investment or deposit of moneys in any special
funds or accounts created and established for the payment and security of the Prior Lien
Obligations and other obligations payable solely from and secured only by a lien on and
pledge of the Net Revenues.
(h) The term "Maintenance and Operating Expenses" shall mean all current
expenses of operating and maintaining the System, including all salaries,labor,materials,
repairs and extensions necessary to render efficient service; provided, however,that only
such repairs and extensions, as in the judgment of the City Council,reasonably and fairly
exercised, are necessary to maintain the operations and render adequate service to the
City and the inhabitants thereof, or such as might be necessary to meet some physical
accident or condition which would otherwise impair obligations payable from Net
Revenues shall be deducted in determining "Net Revenues". Depreciation charges shall
not be considered Maintenance and Operating Expenses. Maintenance and Operating
Expenses shall include payments under contracts for the purchase of water supply,
treatment of sewage or other materials, goods or services for the System to the extent
authorized by law and the provisions of such contract.
(i) The term "Net Revenues" shall mean Gross Revenues of the System, with
respect to any period, after deducting the System's Maintenance and Operating Expenses
during such period.
(j) The term "Outstanding", when used in this Ordinance with respect to
Certificates, shall mean, as of the date of determination,all Certificates theretofore issued
and delivered under this Ordinance,except:
(1) those Certificates cancelled by the Paying Agent/Registrar
or delivered to the Paying Agent/Registrar for cancellation;
(2) those Certificates deemed to be duly paid by the City in
accordance with the provisions of Section 20 hereof;and
(3) those mutilated, destroyed, lost, or stolen Certificates
which have been replaced with Certificates registered and delivered in
lieu thereof as provided in Section 19 hereof.
(k) The term "Previously Issued Certificates" shall mean the outstanding "City
of Wylie, Texas,Combination Tax and Revenue Certificates of Obligation, Series 2008",
dated July 15, 2008 and "City of Wylie, Texas, Combination Tax and Revenue
Certificates of Obligation, Series 2010",dated July 15,2010.
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(I) The term "Prior Lien Obligations" shall mean obligations hereafter issued
which by the terms of the authorizing ordinance are made payable from and secured by a
lien on and pledge of the Net Revenues of the System ranking prior and superior to the
lien and pledge securing the payment of the Previously Issued Certificates and the
Certificates.
(m) The term "System" shall mean all properties, facilities and plants currently
owned, operated and maintained by the City for the supply, treatment, transmission and
distribution of treated potable water and the collection, treatment and disposal of water
carried wastes, together with all future extensions, improvements, replacements and
additions thereto; provided, however, that notwithstanding the foregoing, and to the
extent now or hereafter authorized or permitted by law,the term"System" shall not mean
to include facilities of any kind which are declared not to be a part of the System and
which are acquired or constructed by or on behalf of the City with the proceeds from the
issuance of"Special Facilities Bonds",which are hereby defined as being special revenue
obligations of the City which are not bonds but which are payable from and secured by
other liens on and pledges of any revenues, sources or payments, not pledged to the
payment of the bonds including,but not limited to, special contract revenues or payments
received from any other legal entity in connection with such facilities.
SECTION 11. Certificate Fund. For the purpose of paying the interest on and to provide a
sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby
created a special account or fund on the books and records of the City known as the"SPECIAL SERIES
2017 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND", and all moneys deposited to
the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's
depository bank. The Mayor,Mayor Pro Tem,City Manager,Finance Director, and City Secretary of the
City, individually or collectively, are hereby authorized and directed to make withdrawals from said Fund
sufficient to pay the principal of and interest on the Certificates as the same become due and payable,and,
shall cause to be transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund
an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such
transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately
available funds to be deposited with the Paying Agent/Registrar on or before the last business day next
preceding each interest and principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may,
at the option of the City, be invested in obligations identified in, and in accordance with the provisions of
the "Public Funds Investment Act" (Texas Government Code, Chapter 2256, as amended) or other
applicable laws governing the investment of interest and sinking funds; provided that all such investments
shall be made in such a manner that the money required to be expended from the Certificate Fund will be
available at the proper time or times. All interest and income derived from deposits and investments in
the Certificate Fund shall be credited to, and any losses debited to, the Certificate Fund. All such
investments shall be sold promptly when necessary to prevent any default in connection with the
Certificates.
SECTION 12. Tax Levy. To provide for the payment of the "Debt Service Requirements" on
the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at
maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is
hereby levied, for the current year and each succeeding year thereafter while said Certificates or any
interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of
taxable property in said City,within the limitations prescribed by law, adequate to pay such Debt Service
Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be
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assessed and collected each year and applied to the payment of the Debt Service Requirements, and the
same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the
Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax
legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the
existing and available taxing authority of the City for such purpose is adequate to permit a legally
sufficient tax in consideration of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and interest on
the Certificates shall be determined and accomplished in the following manner:
(a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance
levying ad valorem taxes each year,the City Council shall determine:
(1) The amount on deposit in the Certificate Fund after (a) deducting
therefrom the total amount of Debt Service Requirements to become due on Certificates
prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto
the amount of the Net Revenues of the System,together with any other lawfully available
revenues of the City, appropriated and allocated to pay such Debt Service Requirements
prior to the Collection Date for the ad valorem taxes to be levied.
(2) The amount of Net Revenues of the System, together with any other
lawfully available revenues of the City, appropriated and to be set aside for the payment
of the Debt Service Requirements on the Certificates between the Collection Date for the
taxes then to be levied and the Collection Date for the taxes to be levied during the next
succeeding calendar year.
(3) The amount of Debt Service Requirements to become due and payable
on the Certificates between the Collection Date for the taxes then to be levied and the
Collection Date for the taxes to be levied during the next succeeding calendar year.
(b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements
on the Certificates shall be the amount established in paragraph (3) above less the sum total of the
amounts established in paragraphs (1) and (2), after taking into consideration delinquencies and costs of
collecting such annual taxes.
SECTION 13. Limited Pledge of Net Revenues. The City hereby covenants and agrees that,
subject to the prior lien on and pledge of the Net Revenues of the System to the payment and security of
Prior Lien Obligations,the Net Revenues of the System in an aggregate amount not to exceed$1,000 are
hereby irrevocably pledged to the payment of the principal of and interest on the Certificates, and the
limited pledge of $1,000 of the Net Revenues of the System herein made for the payment of the
Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and
provisions hereof and shall be on an parity in all respects with the lien on the Net Revenues securing the
payment of the Previously Issued Certificates until such time as the City shall pay all of such$1,000 after
which time the pledge shall cease. Furthermore, such lien on and pledge of the Net Revenues securing
the payment of the Certificates shall be valid and binding and fully perfected from and after the date of
adoption of this Ordinance without physical delivery or transfer or transfer of control of the Net
Revenues, the filing of this Ordinance or any other act; all as provided in Chapter 1208 of the Texas
Government Code, as amended("Chapter 1208").
Chapter 1208 applies to the issuance of the Certificates and the limited pledge of the Net
Revenues of the System granted by the City under this Section 13, and such limited pledge is therefore
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valid, effective and perfected. If Texas law is amended at any time while the Certificates are Outstanding
such that the limited pledge of the Net Revenues of the System granted by the City under this Section 13
is to be subject to the filing requirements of Chapter 9,Texas Business and Commerce Code,as amended,
then in order to preserve to the registered owners of the Certificates the perfection of the security interest
in said limited pledge,the City agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Chapter 9, Texas Business and Commerce
Code,as amended,and enable a filing to perfect the security interest in said limited pledge to occur.
SECTION 14. System Fund. The City hereby covenants and agrees that all Gross Revenues
(excluding earnings from the investment of money held in any special funds or accounts created for the
payment and security of Prior Lien Obligations) shall be deposited as collected into a fund maintained at
an official depository of the City and known on the books of the City as the "Water and Sewer System
Fund" (hereinafter called the "System Fund"). All moneys deposited to the credit of the System Fund
shall be allocated, appropriated and budgeted to the extent required for the following purposes and in the
order of priority shown,to wit:
First: To the
payment of all necessary and reasonable Maintenance and Operating Expenses as defined
herein or required by statute to be a first charge on and claim against the Gross Revenues
thereof.
Second: To the
payment of all amounts required to be deposited in the special Funds created and
established for the payment, security and benefit of Prior Lien Obligations in accordance
with the terms and provisions of the ordinances authorizing the issuance of Prior Lien
Obligations.
Third: Equally
and ratably, to the payment of the limited amounts pledged to the payment of the
Previously Issued Certificates and the Certificates.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or
making adequate and sufficient provision for the payment thereof, may be appropriated and used for any
other City purpose now or hereafter permitted by law.
SECTION 15. Security of Funds. All moneys on deposit in the Funds for which this Ordinance
makes provision (except any portion thereof as may be at any time properly invested) shall be secured in
the manner and to the fullest extent required by the laws of Texas for the security of public funds, and
moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance.
SECTION 16. Special Covenants. The City hereby further covenants as follows:
(1) It has the
lawful power to pledge the Net Revenues of the System to the payment of the Certificates
in the manner.herein contemplated and has lawfully exercised such power under the
Constitution and laws of the State of Texas, including said power existing under Texas
Government Code, Sections 1502.56 and 1502.58 and Texas Local Government Code,
Sections 271.041,et seq.
(2) Other
than for the payment of the outstanding Prior Lien Obligations, the Previously Issued
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Certificates and the Certificates,the Net Revenues of the System have not in any manner
been pledged to the payment of any debt or obligation of the City or of the System.
SECTION 17. Issuance of Prior Lien Obligations and Additional Parity Obligations. The City
hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to
principal amount but subject to any terms, conditions or restrictions applicable thereto under law or
otherwise, and such Prior Lien Obligations hereafter issued may be payable, in whole or in part, from the
Net Revenues(without impairment of the obligation of contract with the Holders of the Certificates)upon
such terms and secured in such manner as the City Council may determine. Additionally, the City
reserves the right without any limitations or restrictions to issue additional obligations payable (in whole
or in part) from and secured by lien on and pledge of the Net Revenues of the System of equal rank and
dignity with the lien on and pledge of such Net Revenues securing the payment of the Previously Issued
Certificates and the Certificates.
SECTION 18. Application of Prior Lien Obligations Covenants and Agreements. It is the
intention of this governing body and accordingly hereby recognized and stipulated that the provisions,
agreements and covenants contained herein bearing upon the management and operations of the System,
and the administering and application of revenues derived from the operation thereof, shall to the extent
possible be harmonized with like provisions, agreements and covenants contained in the ordinances
authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict
between the provisions contained herein and in the ordinances authorizing the issuance of the Prior Lien
Obligations,the provisions,agreements and covenants contained therein shall prevail to the extent of such
conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits,
if any, conferred thereby to the holders of the Prior Lien Obligations. Notwithstanding the above, any
change or modification affecting the application of revenues derived from the operation of the System
shall not impair the obligation of contract with respect to the pledge of revenues herein made for the
payment and security of the Certificates.
SECTION 19. Mutilated-Destroyed-Lost and Stolen Certificates. In case any Certificate shall
be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a
replacement Certificate of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of
and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and
after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the
Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the
ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount
satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges
associated with such indemnity and with the preparation, execution and delivery of a replacement
Certificate shall be borne by the Holder of the Certificate mutilated,or destroyed, lost or stolen.
Every replacement Certificate issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other
Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost,
or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent
lawful)all other rights and remedies with respect to the replacement and payment of mutilated,destroyed,
lost or stolen Certificates.
SECTION 20. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or
there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the
Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied
under this Ordinance and the Net Revenues of the System (to the extent such pledge of Net Revenues
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shall not have been discharged or terminated by prior payment of principal of or interest on the
Certificates) and all covenants, agreements, and other obligations of the City to the Holders shall
thereupon cease,terminate,and be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when(i)money sufficient to pay in full such
Certificates or the principal amount(s) thereof at maturity or the redemption date therefor, together with
all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or(ii)Government Securities shall have been irrevocably
deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government
Securities have been certified by an independent accounting firm to mature as to principal and interest in
such amounts and at such times as will insure the availability,without reinvestment, of sufficient money,
together with any moneys deposited therewith, if any, to pay when due the principal of and interest on
such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if
notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no
deposit of moneys or Government Securities will be made under this Section and no use made of any
such deposit which would cause the Certificates to be treated as "arbitrage bonds"within the meaning of
Section 148 of the Internal Revenue Code of 1986,as amended,or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar,or an authorized escrow agent,and all
income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow
agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal
amount(s)thereof,or interest thereon with respect to which such moneys have been so deposited shall be
remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying
Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining
unclaimed for a period of three (3)years after the Stated Maturity, or applicable redemption date, of the
Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be
remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any
remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable
unclaimed property laws of the State of Texas.
SECTION 21. Ordinance a Contract- Amendments. This Ordinance shall constitute a contract
with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the
City so long as any Certificate remains Outstanding except as permitted in this Section and in Section 37
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 Certificates then Outstanding,
amend,add to,or rescind any of the provisions of this Ordinance;provided that,without the consent of all
Holders of Outstanding Certificates, no such amendment, addition, or rescission shall(1) extend the time
or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the
principal amount thereof,the redemption price, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any
preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of
Certificates required to be held by Holders for consent to any such amendment,addition,or rescission.
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SECTION 22. Covenants to Maintain Tax-Exempt Status.
(a) Definitions. When used in this Section,the following terms have the following meanings:
"Closing Date" means the date on which the Certificates are first authenticated and delivered to
the initial purchasers against payment therefor.
"Code"means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective
on or before the Closing Date.
"Computation Date"has the meaning set forth in Section 1.148-1(b)of the Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the Regulations, and
any replacement proceeds as defined in Section 1.148-1(c)of the Regulations,of the Certificates.
"Investment"has the meaning set forth in Section 1.148-1(b)of the Regulations.
"Nonpurpose Investment" means any investment property, as defined in section 148(b) of the
Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the
governmental purposes of the Certificates.
"Rebate Amount"has the meaning set forth in Section 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 Certificates. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed,temporary or final Income Tax Regulation designed to supplement, amend or
replace the specific Regulation referenced.
"Yield"of(1)any Investment has the meaning set forth in Section 1.148-5 of the Regulations and
(2)the Certificates has the meaning set forth in Section 1.148-4 of the Regulations..
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or
omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or
improvement of which is to be fmanced directly or indirectly with Gross Proceeds) in a manner which if
made or omitted, respectively, would cause the interest on any Certificate to become includable in the
gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes.
Without limiting the generality of the foregoing, unless and until the City receives a written opinion of
counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with
such covenant will not adversely affect the exemption from federal income tax of the interest on any
Certificate,the City shall comply with each of the specific covenants in this Section.
(c) No Private Use or Private 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
Certificates:
(1) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be fmanced or refinanced directly or
indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such
Gross Proceeds (including all contractual arrangements with terms different than those
applicable to the general public) or any property acquired, constructed or improved with
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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 Certificates or any
property the acquisition, construction or improvement of which is to be financed or
refinanced directly or indirectly with such Gross Proceeds, other than taxes of general
application within the City or interest earned on investments acquired with such Gross
Proceeds pending application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and the
Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or
finance loans to any person or entity other than a state or local government. For purposes of the foregoing
covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property
acquired,constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a
transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such
property is committed to such person or entity under a take-or-pay, output or similar contract or
arrangement; or(3)indirect benefits, or burdens and benefits of ownership,of such Gross Proceeds or any
property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a
transaction which is the economic equivalent of a loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code
and the Regulations and rulings thereunder,the City shall not at any time prior to the final Stated Maturity
of the Certificates directly or indirectly invest Gross Proceeds in any Investment(or use Gross Proceeds
to replace money so invested), if as a result of such investment the Yield from the Closing Date of all
Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or
previously disposed of,exceeds the Yield of the Certificates.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code
and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would
cause the Certificates to be federally guaranteed within the meaning of section 149(b)of the Code and the
Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by section 149(e)
of the Code with the Secretary of the Treasury on Form 8038 G or such other form and in such place as
the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(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 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
Certificate is discharged. However, to the extent permitted by law, the City may
commingle Gross Proceeds of the Certificates with other money of the City,provided that
the City separately accounts for each receipt and expenditure of Gross Proceeds and the
obligations acquired therewith.
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(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 Certificates until six years
after the fmal Computation Date.
(3) As additional consideration for the purchase of the Certificates by the
Purchasers and the loan of the money represented thereby and in order to induce such
purchase by measures designed to insure the excludability of the interest thereon from the
gross income of the owners thereof for federal income tax purposes,the City shall pay to
the United States from the construction fund, the general fund, or other appropriate fund
or, if permitted by applicable Texas statute,regulation or opinion of the Attorney General
of the State of Texas, the Certificate Fund, the amount that when added to the future
value of previous rebate payments made for the Certificates equals (i) in the case of a
Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one
hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any
other Computation Date, ninety percent(90%) of the Rebate Amount on such date. In all
cases,the rebate payments shall be made at the times, in the installments,to the place and
in the manner as is or may be required by section 148(f) of the Code and the Regulations
and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms
and information as is or may be required by Section 148(f) of the Code and the
Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors are
made in the calculations and payments required by paragraphs(2)and(3), and if an error
is made, to discover and promptly correct such error within a reasonable amount of time
thereafter (and in all events within one hundred eighty (180) days after discovery of the
error), including payment to the United States of any additional Rebate Amount owed to
it, interest thereon,and any penalty imposed under Section 1.148 3(h)of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code
and the Regulations and rulings thereunder,the City shall not,at any time prior to the earlier of the Stated
Maturity or fmal payment of the Certificates, enter into any transaction that reduces the amount required
to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results
in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and
had the Yield of the Certificates not been relevant to either party.
(j) Elections. The City hereby directs and authorizes the Mayor, City Manager, Finance
Director and City Secretary, individually or jointly, to make elections permitted or required pursuant to
the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with
the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or
document.
SECTION 23. Sale of Certificates. Pursuant to a public sale for the Certificates, the bid
submitted by (herein referred to as the "Purchasers") is declared to be the best bid
received producing the lowest true interest cost rate to the City, and the sale of the Certificates to said
Purchaser at the price of par plus a cash premium of$ is hereby determined to be in the best
interests of the City and is approved and confirmed. Delivery of the Certificates to the Purchasers shall
occur as soon as possible upon payment being made therefor in accordance with the terms of sale. The
Initial Certificate shall be registered as provided in the winning bid.
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SECTION 24. Official Statement. The use of the Preliminary Official Statement by the
Purchasers in connection with the public offering and sale of the Certificates is hereby ratified, confirmed
and approved in all respects. The final Official Statement, which reflects the terms of sale(together with
such changes approved by the Mayor, Mayor Pro Tem, Finance Director or City Manager, any one or
more of said officials), shall be and is hereby in all respects approved and the Purchasers are hereby
authorized to use and distribute said final Official Statement, dated May 9, 2017, in the reoffering, sale
and delivery of the Certificates to the public. The Mayor or Mayor Pro Tern and City Secretary are
further authorized to deliver for and on behalf of the City copies of said Official Statement in fmal form
as may be required by the Purchasers, and such final Official Statement in the form and content
authorized to be delivered by said officials shall be deemed to be approved by the City Council and
constitute the Official Statement authorized for distribution and use by the Purchasers.
SECTION 25. Proceeds of Sale. The proceeds of sale of the Certificates, excluding the amounts
to pay costs of issuance, shall be deposited in a construction fund maintained at the City's depository
bank or used to pay costs of issuance. Pending expenditure for authorized projects and purposes, such
proceeds of sale may be invested in authorized investments in accordance with the provisions of Texas
Government Code, Chapter 2256, as amended, including guaranteed investment contracts permitted by
Texas Section 2256.015 et seq., and the City's investment policies and guidelines, and any investment
earnings realized may be expended for such authorized projects and purposes or deposited in the
Certificate Fund as shall be determined by the City Council. Any surplus proceeds of sale of the
Certificates, including investment earnings, remaining after completion of all authorized projects or
purposes shall be deposited to the credit of the Certificate Fund.
SECTION 26. Control and Custody of Certificates. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending the sale of the
Certificates, the investigation by the Attorney General of the State of Texas, including the printing and
supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s)
pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of
Public Accounts and the delivery thereof to the Purchasers.
SECTION 27. Notices to Holders - Waiver. Wherever this Ordinance provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder
appearing in the Security Register at the close of business on the business day next preceding the mailing
of such notice.
In any case where notice to Holders is given by mail,neither the failure to mail such notice to any
particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with
respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice
may be waived in writing by the Holder entitled to receive such notice, either before or after the event
with respect to which such notice is given, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 28. Cancellation. All Certificates surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it
and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already
cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver
to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and
delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered
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shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying
Agent/Registrar shall be returned to the City.
SECTION 29. Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of the
Certificates is subject to being furnished a final opinion of Norton Rose Fulbright US LLP,Dallas,Texas,
Bond Counsel to the City, approving the Certificates as to their validity, said opinion to be dated and
delivered as of the date of delivery and payment for the Certificates. An executed counterpart of said
opinion shall accompany the global certificates deposited with DTC or a reproduction thereof shall be
printed on the definitive Certificates in the event the book-entry-only system shall be discontinued.
SECTION 30. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the
defmitive Certificates shall be of no significance or effect as regards the legality thereof and neither the
City nor attorneys approving the Certificates as to legality are to be held responsible for CUSIP numbers
incorrectly printed or typed on the defmitive Certificates.
SECTION 31. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City,the Paying Agent/Registrar
and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or
any provision hereof, and this Ordinance and all its provisions is intended to be and shall be for the sole
and exclusive benefit of the City,the Paying Agent/Registrar and the Holders.
SECTION 32. Inconsistent Provisions. All ordinances, orders 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 33. Governing Law. This Ordinance shall be construed and enforced in accordance
with the laws of the State of Texas and the United States of America.
SECTION 34. Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 35. Construction of Terms. If appropriate in the context of this Ordinance, words of
the singular number shall be considered to include the plural, words of the plural number shall be
considered to include the singular, and words of the masculine, feminine or neuter gender shall be
considered to include the other genders.
SECTION 36. 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 37. Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
"MSRB"means the Municipal Securities Rulemaking Board.
"Rule"means SEC Rule 15c2 12, as amended from time to time.
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"SEC"means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB: (1)within six months after
the end of each fiscal year ending in or after 2017, fmancial information and operating data with respect
to the City of the general type included in Tables numbered 1 through 6 and 8 through 15 of the final
Official Statement approved in Section 24 of this Ordinance and(2)within twelve months after the end of
each fiscal year ending in or after 2017,audited financial statements of the City. Any financial statements
so provided shall be prepared in accordance with the accounting principles described in Appendix B to
the Official Statement or such other accounting principles as the City may be required to employ from
time to time pursuant to state law or regulation. If audited financial statements are not available within 12
months after the end of any fiscal year, the City will provide unaudited financial statements by the
required time, and audited financial statements when and if such audited financial statements become
available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of the
new fiscal year end) prior to the next date by which the City otherwise would be required to provide
financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be set
forth in full in one or more documents or may be included by specific reference to any document
available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The City shall provide notice of any of the following events with
respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after
occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults,if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers,or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or fmal determinations of taxability, Notices of Proposed Issue (IRS Form
5701-TEB), or other material notices or determinations with respect to the tax status of
the Certificates,or other material events affecting the tax status of the Certificates;
(7) Modifications to rights of holders of the Certificates, if material;
(8) Certificate calls,if material,and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Certificates, if material;
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(11) Rating changes;
(12) Bankruptcy, insolvency,receivership, or similar event of the City, which
shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition involving
the City or the sale of all or substantially all of its assets,other than in the ordinary course
of business, the entry into of a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material;and
(14) Appointment of a successor or additional trustee or the change of name
of a trustee,if material.
For these purposes, any event described in the immediately preceding subsection (c)(12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or
similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction
over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by
leaving the existing governing body and officials or officers in possession but subject to the supervision
and orders of a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement, or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the time
required by such Section.
(d) Filings with the MSRB. All fmancial information, operating data, financial statements,
notices and other documents provided to the MSRB in accordance with this Section shall be provided in
an electronic format prescribed by the MSRB and shall be accompanied by identifying information as
prescribed by the MSRB.
(e) Limitations, Disclaimers and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as,but only for so long as,the City remains an
"obligated person"with respect to the Certificates within the meaning of the Rule, except that the City in
any event will give the notice required by subsection (c) of this Section of any Certificate calls and
defeasance that cause the City to be no longer such an"obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the
Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the
financial information, operating data, financial statements, and notices which it has expressly agreed to
provide pursuant to this Section and does not hereby undertake to provide any other information that may
be relevant or material to a complete presentation of the City's fmancial results,condition,or prospects or
hereby undertake to update any information provided in accordance with this Section or otherwise,except
as expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR
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TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE
CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of
the City under federal and state securities laws.
Notwithstanding anything herein to the contrary, the provisions of this Section may be amended
by the City from time to time to adapt to changed circumstances that arise from a change in legal
requirements,a change in law, or a change in the identity,nature, status,or type of operations of the City,
but only if(1) the provisions of this Section, as so amended, would have permitted an underwriter to
purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule,taking
into account any amendments or interpretations of the Rule to the date of such amendment, as well as
such changed circumstances,and(2)either(a)the Holders of a majority in aggregate principal amount(or
any greater amount required by any other provision of this Ordinance that authorizes such an amendment)
of the Outstanding Certificates consent to such amendment or (b) a Person that is unaffiliated with the
City (such as nationally recognized bond counsel) determines that such amendment will not materially
impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this
Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the
applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are
invalid, but only if and to the extent that reservation of the City's right to do so would not prevent
underwriters of the initial public offering of the Certificates from lawfully purchasing or selling
Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any
amended fmancial information or operating data next provided pursuant to subsection (b) of this Section
an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in
the type of financial information or operating data so provided.
SECTION 38. Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Finance Director and City Secretary are hereby expressly authorized, empowered and directed
from time to time and at any time to do and perform all such acts and things and to execute, acknowledge
and deliver in the name and on behalf of the City all agreements, instruments, certificates or other
documents, whether mentioned herein or not, as may be necessary or desirable in order to carry out the
terms and provisions of this Ordinance and the issuance of the Certificates. In addition,prior to the initial
delivery of the Certificates,the Mayor,Mayor Pro Tern, City Manager,Finance Director or Bond Counsel
to the City are each hereby authorized and directed to approve any changes or corrections to this
Ordinance or to any of the documents authorized and approved by this Ordinance: (i) in order to cure any
ambiguity,formal defect or omission in this Ordinance or such other document; or(ii)as requested by the
Attorney General of the State of Texas or his representative to obtain the approval of the Certificates by
the Attorney General and if such officer or counsel determines that such changes are consistent with the
intent and purpose of this Ordinance, which determination shall be final. In the event that any officer of
the City whose signature shall appear on any document shall cease to be such officer before the delivery
of such document, such signature nevertheless shall be valid and sufficient for all purposes the same as if
such officer had remained in office until such delivery.
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SECTION 39. Incorporation of Findings and Determinations. The findings and determinations
of the City Council contained in the preamble hereof are hereby incorporated by reference and made a
part of this Ordinance for all purposes as if the same were restated in full in this Section.
SECTION 40. Public Meeting. It is officially found, determined, and declared that the meeting
at which this Ordinance is adopted was open to the public and public notice of the time,place, and subject
matter of the public business to be considered at such meeting, including this Ordinance,was given, all as
required by Texas Government Code, Chapter 551,as amended.
SECTION 41. Effective Date. This Ordinance shall take effect and be in full force immediately
from and after its adoption on the date hereof in accordance with the provisions of Texas Government
Code, Section 1201.028,as amended.
DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas, this 9th
day of May,2017.
i
Eric Ho e,Mayor 7-(5-7
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EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
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PAYING AGENT/REGISTRAR AGREEMENT
111
THIS AGREEMENT is entered into as of May 9, 2017 (this "Agreement"), by and
between The Bank of New York Mellon Trust Company, N.A., a banking association duly
organized and existing under the laws of the United States of America (the "Bank") and the City
of Wylie, Texas (the"Issuer"),
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of
Wylie, Texas Combination Tax and Revenue Certificates of Obligation, Series 2017" (the
"Securities"), dated May 1, 2017, such Securities scheduled to be delivered to the initial
purchasers thereof on or about June 8, 2017; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on said Securities
and with respect to the registration, transfer and exchange thereof by the registered owners
thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the
Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the
Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying
Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be
responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the
Securities as the same become due and payable to the registered owners thereof; all in
accordance with this Agreement and the "Authorizing Document" (hereinafter defined). The
Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for
the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Securities and with respect to the transfer and exchange
thereof as provided herein and in the Authorizing Document.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Securities.
Section 1.02 Compensation. As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in
Annex A attached hereto.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any
of the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
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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, if any, on and after
which the principal or any or all installments of interest, or both, are due and
payable on any Security which has become accelerated pursuant to the terms of
the Security.
"Authorizing Document" means the resolution, order, or ordinance of the
governing body of the Issuer pursuant to which the Securities are issued, as the
same may be amended or modified, including any pricing certificate related
thereto, certified by the secretary or any other officer of the Issuer and delivered
to the Bank.
"Bank Office" means the designated office of the Bank at the address
shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any
change in location of the Bank Office.
"Financial Advisor" means FirstSouthwest, a Division of Hilltop Securities
Inc.
"Holder" and "Security Holder" each means the Person in whose name a
Security is registered in the Security Register.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous
Security evidencing all or a portion of the same obligation as that evidenced by
such particular Security (and, for the purposes of this definition, any mutilated,
lost, destroyed, or stolen Security for which a replacement Security has been
registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the
Authorizing Document).
"Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to the terms of the
Authorizing Document.
"Responsible Officer", when used with respect to the Bank, means the
Chairman or Vice-Chairman of the Board of Directors, the Chairman or
Vice-Chairman of the Executive Committee of the Board of Directors, the
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust 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
28271709.1/11700928 2
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document
the principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities
(Security)" have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties
and functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the
Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption
Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the
following address:
First Class/Registered/Certified Express Delivery/Courier By Hand Only
The Bank of New York The Bank of New York The Bank of New York Mellon
Mellon Trust Company, N.A. Mellon Trust Company, N.A. Trust Company, N.A.
Global Corporate Trust Global Corporate Trust Global Corporate Trust
P.O. Box 396 111 Sanders Creek Pkwy. Corporate Trust Window
East Syracuse, NY 13057 East Syracuse, NY 13057 101 Barclay Street, 1st Floor East
New York, NY 10286
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 (as defined in the Authorizing Document). All payments of principal and/or interest
on the Securities to the registered owners shall be accomplished (1) by the issuance of checks,
payable to the registered owners, drawn on the paying agent account provided in Section 5.05
hereof, sent by United States mail, first class postage prepaid, to the address appearing on the
Security Register or (2) by such other method, acceptable to the Bank, requested in writing by
the Holder at the Holder's risk and expense.
Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the
principal of and interest on the Securities on the dates specified in the Authorizing Document.
ARTICLE FOUR
REGISTRAR
Section 4.01 Security Register-Transfers and Exchanges. The Bank agrees to
keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein
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sometimes referred to as the "Security Register") for recording the names and addresses of the
Holders of the Securities, the transfer, exchange and replacement of the Securities and the
payment of the principal of and interest on the Securities to the Holders and containing such
other information as may be reasonably required by the Issuer and subject to such reasonable
regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and
replacements of Securities shall be noted in the Security Register. •
Every Security surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed
by an officer of a federal or state bank or a member of the National Association of Securities
Dealers, such written instrument to be in a form satisfactory to the Bank and duly executed by
the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a
re-registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in
relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof
will be completed and new Securities delivered to the Holder or the assignee of the Holder in
not more than three (3) business days after the receipt of the Securities to be cancelled in an
exchange or transfer and the written instrument of transfer or request for exchange duly
executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the
Paying Agent/Registrar.
Section 4.02 Securities. The Issuer shall provide additional Securities when needed
to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities,
if and when provided, will be kept in safekeeping pending their use and reasonable care will be
exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less
than the care maintained by the Bank for debt securities of other governments or corporations
for which it serves as registrar, or that is maintained for its own securities.
Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the
Security Register relating to the registration, payment, transfer and exchange of the Securities
in accordance with the Bank's general practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Security Register in any form other than those
which the Bank has currently available and currently utilizes at the time.
The Security Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time
requested by the Issuer, upon payment of the required fee, a copy of the information contained
in the Security Register. The Issuer may also inspect the information contained in the Security
Register at any time the Bank is customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and
prior to the release or disclosure of the contents of the Security Register, the Bank will notify the
28271709.1/11700928 4
Issuer so that the Issuer may contest the court order or such release or disclosure of the
contents of the Security Register.
Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable
intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange
for which other Securities have been issued, or which have been paid.
Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby
instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as
the same does not result in an overissuance.
In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and
bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen
Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with
the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of
indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All
expenses and charges associated with such indemnity and with the preparation, execution and
delivery of a replacement Security shall be borne by the Holder of the Security mutilated,
destroyed, lost or stolen.
Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable
time after receipt of written request from the Issuer, furnish the Issuer information as to the
Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or
exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth
herein and agrees to use reasonable care in the performance thereof.
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
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.
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(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or document believed by it to be genuine and
to have been signed or presented by the proper party or parties. Without limiting the generality
of the foregoing statement, the Bank need not examine the ownership of any Securities, but is
protected in acting upon receipt of Securities containing an endorsement or instruction of
transfer or power of transfer which appears on its face to be signed by the Holder or an agent
of the Holder. The Bank shall not be bound to make any investigation into the facts or matters
stated in a resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security or other paper or document supplied by the
Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
(g) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Securities in the manner disclosed in the closing memorandum or letter as
prepared by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile
or e-mail transmission of the closing memorandum or letter acknowledged by the Issuer, the
Issuer's financial advisor or other agent as the final closing memorandum or letter. The Bank
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank's
reliance upon and compliance with such instructions.
Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the
Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank
assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security,
or any other Person for any amount due on any Security from its own funds.
Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the
same rights it would have if it were not the Paying Agent/Registrar, or any other agent.
Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A
paying agent account shall at all times be kept and maintained by the Bank for the receipt,
safekeeping, and disbursement of moneys received from the Issuer under this Agreement for
the payment of the Securities, and money deposited to the credit of such account until paid to
the Holders of the Securities shall be continuously collateralized by securities or obligations
which qualify and are eligible under both the laws of the State of Texas and the laws of the
United States of America to secure and be pledged as collateral for paying agent accounts to
the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments
made from such paying agent account shall be made by check drawn on such account unless
the owner of the Securities shall, at its own expense and risk, request an alternative method of
payment.
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Subject to the applicable unclaimed property laws of the State of Texas, any money
deposited with the Bank for the payment of the principal of, premium (if any), or interest on any
Security and remaining unclaimed for three years after final maturity of the Security has become
due and payable will be held by the Bank and disposed of only in accordance with 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 under this
Agreement.
This Agreement relates solely to money deposited for the purposes described herein,
and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as
trustee under indentures authorizing other bond transactions of the Issuer, or act in any other
capacity not in conflict with its duties hereunder.
Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred
without negligence or bad faith on its part, arising out of or in connection with its acceptance or
administration of its duties hereunder, including the cost and expense against any claim or
liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demand, or controversy over its person as well as funds on
deposit, in either a Federal or State District Court located in the state and county where the
administrative office of the Issuer is located, and agree that service of process by certified or
registered 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.
In the event the Bank becomes involved in litigation in connection with this Section, the
Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all
loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result.
The obligations of the Bank under this Agreement shall be performable at the principal
corporate office of the Bank in the City of Dallas, Texas.
Section 5.08 DTC 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.
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Section 6.02 Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent,
waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or
the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses
shown on the signature page(s) hereof.
Section 6.04 Effect of Headings. The Article and Section headings herein are for
convenience of reference only and shall not affect the construction hereof.
Section 6.05 Successors and Assigns. All covenants and agreements herein by the
Issuer shall bind its successors and assigns,whether so expressed or not.
Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation
or association into which the Bank may be merged or converted or with which it may be
consolidated, or. any corporation or association resulting from any merger, conversion, or
consolidation to which the Bank shall be a party, or any corporation or association succeeding
to all or substantially all of the corporate trust business of the Bank shall be the successor of the
Bank as Paying Agent under this Agreement without the execution or filing of any paper or any
further act on the part of either parties hereto.
Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to
any Person, other than the parties hereto and their successors hereunder, any benefit or any
legal or equitable right, remedy, or claim hereunder.
Section 6.09 Entire Agreement. This Agreement and the Authorizing Document
constitute the entire agreement between the parties hereto relative to the Bank acting as Paying
Agent/Registrar and if any conflict exists between this Agreement and the Authorizing
Document, the Authorizing Document shall govern.
Section 6.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall constitute one
and the same Agreement.
Section 6.11 Termination. This Agreement will terminate (i) on the date of final
payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be
earlier terminated by either party upon sixty (60) days written notice; provided, however, an
early termination of this Agreement by either party shall not be effective until (a) a successor
Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and
(b) notice has been given to the Holders of the Securities of the appointment of a successor
Paying Agent/Registrar. However, if the Issuer fails to appoint a successor Paying
Agent/Registrar within a reasonable time, the Bank may petition a court of competent
jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the
Issuer mutually agree that the effective date of an early termination of this Agreement shall not
occur at any time which would disrupt, delay or otherwise adversely affect the payment of the
Securities.
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Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Security Register (or a copy thereof), together with the other pertinent books and
records relating to the Securities, to the successor Paying Agent/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 6.12 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title:
Attest: Address: 2001 Bryan Street, 10th Floor
Dallas, Texas 75201
Title:
[signatures continue on next page]
•
28271709.1/11700928 S-1
CITY OF WYLIE, TEXAS
By:
Mayor
Address: 300 Country Club Road
Wylie, Texas 75098
ATTEST:
City Secretary
28271709.1/11700928 S-2