Ordinance 2018-15ORDINANCE NO. 2018-15
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
WYLIE, TEXAS, COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2018"; 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 89,000,000 for the purpose of paying contractual obligations to be
incurred for (i) construction, improvement, expansion and equipping the City's public safety
building and (ii) professional services rendered in connection with such projects and the financing
thereof, has been duly published in the Wylie Arms, a newspaper hereby found and determined to
be of general circulation in the City of Wylie, Texas, on March 7, 2018 and March 14, 2018, 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 deteunines 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 - Desiunation - Principal Amount - Pumose. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of $8,500,000, to be designated and bear the title ''CITY OF WYLIE, TEXAS,
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018"
(hereinafter referred to as the -Certificates"), for the purpose of paying contractual obligations to
Ordinance No. 2018-15
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29623582.4/1001010301
be incurred for (i) construction, improvement, expansion and equipping the City's public safety
building 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.
SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated
Maturities - Certificate Date. The Certificates are issuable in fully registered form only; shall he
dated April 1, 2018 (the "Certificate Date") and shall be in denominations of 55,000 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 5 210,000 3.000%
2020 305,000 3.000%
2021 315,000 4.000%
2022 330,000 3.000%
2023 340,000 4.000%
2024 355,000 4.000%
2025 370,000 4.000%
2026 380,000 4.000%
2027 395,000 4.000%
2028 410,000 4.000%
2029 430,000 3.000%
2030 445,000 3.000%
2031 460,000 3.000%
2032 480,000 3.125%
2033 495,000 3.125%
2034 515,000 3.250%
2035 535,000 3.250%
2036 555,000 3.375%
2037 575,000 3.375%
2038 600,000 3.375%
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, 2019, until maturity or prior
redemption.
SECTION 3. Terns 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
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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 he 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 he kept and maintained on behalf of the City
by the Paying Agent/Registrar. as provided herein and in accordance with the terns and provisions
of a -Paying Agent/Registrar Agreement-. substantially in the form attached hereto as Exhibit A,
and such reasonable rules and regulations as the Paying Agent/Registrar and the City may
prescribe. The Mayor or Mayor Pro Tem and City Secretary are 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 perforin 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.
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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 he 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 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
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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 AgentRegistrar 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 AgentRegistrar 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 Certiticates - 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.
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.
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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 tern "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 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
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same shall cease to be such officer at the time of delivery of the Certiticates 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 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.
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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 2018
Certificate Date: Interest Rate:
April 1, 2018 °A)
Registered Owner:
Principal
Amount:
DOLLARS
Stated Maturity: CUSIP No.:
February 15, 20_
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, 2019, 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
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L
date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail,
first class postage prepaid, to the address of the registered owner recorded in the Security Register
or by such other method, acceptable to the Paying Agent Registrar. requested by, and at the risk
and expense of, the registered owner. If the date for the payment of the principal of or interest on
the 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 $8,500,000 (herein referred to as the 'Certificates") for the purpose of paying
contractual obligations to be incurred for (i) construction. improvement, expansion and equipping
the City's public safety building 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
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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.
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 teens, 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 terns 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 terns 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
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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 ‘vhose name appears on the Security Register (i) on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled
to payment of principal hereof at its Stated Maturity or upon its prior redemption. in whole or in
part. and (iii) on any other date as the owner for all other purposes, and neither the City nor the
Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the
event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a
new record date for such interest payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received.
Notice of the Special Record Date and of the scheduled payment date of the past due interest
(which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by United States Mail, first class postage prepaid, to the address
of each Holder appearing on the Security Register at the close of business on the last business day
next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate and
political subdivision duly organized and legally existing under and by virtue of the Constitution
and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that
all acts, conditions and things required to exist and be done precedent to and in the issuance of the
Certificates to render the same lawful and valid obligations of the City have been properly done,
have happened and have been performed in regular and due time, form and manner as required by
the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not
exceed any Constitutional or statutory limitation; and that due provision has been made for the
payment of the principal of and interest on the Certificates by the levy of a tax and a limited pledge
of the Net Revenues of the System as aforestated. In case any provision in this Certificate or any
application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions and applications shall not in any way be affected or
impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be
duly executed under the official seal of the City as of the Certificate Date.
COUNTERSIGNED:
Ordinance No 2018-15
Certificates of Obligation. Series 2018
29623582.4 1001010301
CITY OF WYLIE, TEXAS
Mayor
11
City Secretary
(City Seal)
(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
THE STATE OF TEXAS
REGISTER NO.
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 Definitive 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.
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Registration Date:
Authorized Signature
(e) Form of Assignment.
THE BANK OF NEW YORK MELLON
TRUST COMPANY. N.A., Dallas, Texas,
as Paying Agent- Registrar
By
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:
Signature guaranteed:
NOTICE: The signature on this assignment
must correspond with the name of the
registered owner as it appears on the face of
the within 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 S8,500,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS,
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION,
SERIES 2018
Certificate Date: April 1, 2018
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Registered Owner: MORGAN STANLEY & CO.. LLC
Principal Amount: EIGHT MILLION FIVE HUNDRED 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)
(Infonnation to he 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 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, 2019, 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:
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(a) The term "Certificates- shall mean the "City of Wylie. Texas,
Combination Tax and Revenue Certificates of Obligation, Series 2018" 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 tern "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 terns "Fiscal Year- shall mean the twelve month accounting period
used by the City in connection with the operation of the System which may he any
twelve consecutive month period established by the City.
(t) The tens "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 fine not
less than AAA or its equivalent, (iii) noncallable obligations of a state or an agency
or a county, municipality, or other political subdivision of a state that have been
refunded and that, on the date of their acquisition or purchase by the City, are rated
as to investment quality by a nationally recognized investment rating fine 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 tern "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 tern -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
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such as might be necessary to meet some physical accident or condition which
\you'd 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 Systems Maintenance and Operating
Expenses during such period.
(j) The tern "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 2010", dated July 15, 2010 and 'City of Wylie, Texas, Combination Tax and
Revenue Certificates of Obligation, Series 2017", dated May 1, 2017.
(1) 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
pennitted 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
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29623582.4'1001010301 16
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 he and is
hereby' created a special account or fund on the books and records of the City known as the
-SPECIAL SERIES 2018 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 he 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 AgentRegistrar 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 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 detennined and accomplished in the following manner:
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(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 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
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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 hooks 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 he 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 terns 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 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.
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29623582.4'1001010301 19
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.
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SECTION 20. Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Certificates, at the times and in the manner stipulated in this Ordinance. then the pledge of
taxes levied under this Ordinance and the Net Revenues of the System (to the extent such pledge
of Net Revenues shall not have been discharged or terminated by prior payment of principal of or
interest on the Certificates) and all covenants, agreements, and other obligations of the City to the
Holders shall thereupon cease, terminate, and be discharged and satisfied.
Certificates or any principal amount(s) thereof shall be deemed to have been paid within
the meaning and with the effect expressed above in this Section when (i) money sufficient to pay
in full such Certificates or the principal amount(s) thereof at maturity or the redemption date
therefor, together with all interest due thereon, shall have been irrevocably deposited with and held
in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government
Securities shall have been irrevocably deposited in trust with the Paying Agent: Registrar, or an
authorized escrow agent, which Government Securities have been certified by an independent
accounting firm to mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money, together with any moneys
deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or
the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of
redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to
the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that
no deposit of moneys or Government Securities will be made under this Section and no use made
of any such deposit which would cause the Certificates to be treated as "arbitrage bonds" within
the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations
adopted pursuant thereto.
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
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the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding
Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of
payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal
amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give
any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal
amount of Certificates required to be held by Holders for consent to any such amendment, addition,
or rescission.
SECTION 22. Covenants to Maintain Tax -Exempt Status.
(a) Definitions. When used in this Section. the following terms have the following
meanings:
"Closing Date" means the date on which the Certificates are first authenticated and
delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(h) 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 financed directly or indirectly with Gross Proceeds) in a manner
which if made or omitted, respectively, would cause the interest on any Certificate to become
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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 financed or refinanced directly or
indirectly with Gross Proceeds of the Certificates. and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local govermnent, 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.
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(f) Not Federally Guaranteed. Except to the extent permitted by section 149(h) 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(h)
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.
(11) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(t)
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.
(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 final 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(0 of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or
such other forms and infocniation as is or may be required by Section 148(0 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
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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 Arbitraize Profits. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier
of the Stated Maturity or final payment of the Certificates. enter into any transaction that reduces
the amount required to he 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, torn or document.
SECTION 23. Sale of Certificates. Pursuant to a public sale for the Certificates, the bid
submitted by Morgan Stanley & Co., LLC (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 $106,250.00 is hereby
detennined to be in the hest interests of the City and is approved and confinned. Delivery of the
Certificates to the Purchasers shall occur as soon as possible upon payment being made therefor
in accordance with the teens of sale. The Initial Certificate shall be registered as provided in the
winning bid.
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
April 10, 2018, in the reoffering, sale and delivery of the Certificates to the public. The Mayor or
Mayor Pro Tem and City Secretary are further authorized to deliver for and on behalf of the City
copies of said Official Statement in final fore 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
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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 he 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 he 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 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.
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SECTION 30. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive
Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers
on the definitive Certificates shall be of no significance or effect as regards the legality thereof and
neither the City nor attorneys approving the Certificates as to legality are to be held responsible
for CUSIP numbers incorrectly printed or typed on the definitive Certificates.
SECTION 31. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy. or claim, legal or equitable, under or by reason
of this Ordinance or any provision hereof, and this Ordinance and all its provisions is intended to
he 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 he 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 Headinlzs. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 35. Construction of Terns. 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 terns have the meanings ascribed
to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports. The City shall provide annually to the MSRB: (1) within six months
after the end of each fiscal year ending in or after 2018, financial information and operating data
with respect to the City of the general type included in Tables numbered 1 through 6 and 8 through
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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 2018, 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 he 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 final determinations of taxability, Notices of Proposed Issue (IRS
Form 5701-TEB), or other material notices or determinations with respect to the
tax status of the 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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(1 1) Rating changes;
(12) Bankruptcy, insolvency. receivership, or similar event of the City,
which shall occur as described below:
(1 3) 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 teens, 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)(l2) 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
confinning a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (b) of this Section by the
time required by such Section.
(d) Filings with the MSRB. All financial information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this Section
shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by
identifying information as prescribed by the MSRB.
(e) Limitations, Disclaimers and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person'. with respect to the Certificates within the meaning of the Rule,
except that the City in any event will give the notice required by subsection (c) of this Section of
any Certificate calls and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial owners
of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Section or otherwise, except as expressly provided herein. The City does
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not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON. IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
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 (h) a Person that is unaffiliated with the City (such as nationally recognized
bond counsel) determines that such amendment will not materially impair the interests of the
Holders and beneficial owners of the Certificates. The provisions of this Section may also be
amended from time to time or repealed by the City if the SEC amends or repeals the applicable
provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid,
but only if and to the extent that reservation of the City's right to do so would not prevent
underwriters of the initial public offering of the Certificates from lawfully purchasing or selling
Certificates in such offering. If the City so amends the provisions of this Section, it shall include
with any amended financial information or operating data next provided pursuant to subsection (b)
of this Section an explanation, in narrative form, of the reasons for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
SECTION 38. Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City
Manager, Finance Director and City Secretary are hereby expressly authorized, empowered and
directed from time to time and at any time to do and perform all such acts and things and to execute,
acknowledge and deliver in the name and on behalf of the City all agreements, instruments,
certificates 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 Tem, City
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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 Nvith the intent and purpose
of this Ordinance, which determination shall be final. In the event that any officer of the City
whose signature shall appear on any document shall cease to be such officer before the delivery of
such document, such signature nevertheless shall be valid and sufficient for all purposes the same
as if such officer had remained in office until such delivery.
SECTION 39. Incorporation of Findiruzs 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 Meetinr;. 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.
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DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas,
this 10th day of April, 2018.
ATTEST:
Stephanie Storm, CitySecretary
p
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Eric Hogue, Ma)fo
S-1
EXHIBIT A
PAYING AGENT/REGISTRAR AGREEMENT
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A-1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT is entered into as of April 10, 2018 (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 2018" (the
"Securities"), dated April 1, 2018, such Securities scheduled to be delivered to the initial
purchasers thereof on or about May 8, 2018; 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).
29770252.1/1001010301
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 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 matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
29770252.1/1001010301 2
"Security Register" means a register maintained by the Bank on behalf of
the Issuer providing for the registration and transfers of Securities.
"Stated Maturity" means the date specified in the Authorizing Document the
principal of a Security is scheduled to be due and payable.
Section 2.02 Other Definitions. The terms "Bank," "Issuer," and "Securities (Security)"
have the meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01 Duties of Paving Agent. As Paying Agent, the Bank shall pay, provided
adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer,
on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or
Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following
address:
First Class/Registered/Certified
The Bank of New York
Mellon Trust Company, N.A.
Global Corporate Trust
P.O. Box 396
East Syracuse, NY 13057
Express Delivery/Courier
The Bank of New York
Mellon Trust Company, N.A.
Global Corporate Trust
111 Sanders Creek Pkwy.
East Syracuse, NY 13057
By Hand Only
The Bank of New York Mellon
Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street, 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
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
29770252.1/1001010301 3
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 Financial Industry Regulatory Authority,
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
Issuer so that the Issuer may contest the court order or such release or disclosure of the contents
of the Security Register.
29770252.1/1001010301 4
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.
(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
29770252.1/1001010301 5
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.
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.
29770252.1/1001010301 6
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 willful misconduct 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.
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.
29770252.1/1001010301 7
L
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.
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.
29770252.1/1001010301 8
Section 6.12 No Boycott of Israel. To the extent this Agreement is a contract for goods
or services within the meaning of Section 2270.002 of the Texas Government Code, as amended,
the Bank hereby verifies that the Bank does not boycott Israel and will not boycott Israel through
the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to
deal with, terminating business activities with, or otherwise taking any action that is intended to
penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a
person or entity doing business in Israel or in an Israeli -controlled territory, but does not include
an action made for ordinary business purposes.
Section 6.13 Iran, Sudan and Foreign Terrorist Organizations. Pursuant to
Subchapter F, Chapter 2252, Texas Government Code, to the extent applicable to this
agreement, the Bank represents that it is not a company (as defined in Section 2270.0001(2),
Texas Government Code) engaged in business with Iran, Sudan, or a foreign terrorist
organization (as defined in Section 2252.151(2), Texas Government Code) and that it is not on a
list prepared and maintained by the Comptroller of Public Accounts of the State of Texas under
Sections 2270.0201 or 2252.153, Texas Government Code.
Section 6.14 Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
[Remainder of page left blank intentionally.]
29770252.1/1001010301 9
IN WITNESS WHEREOF, the parties hereto have executed ths Agreement as of the day
and year first above written.
Attest:
Title:
THE BANK OF NEW YORK MELLON TRUST
CDMPANY, N.A.
By:
Title:
Address: 2001 Bryan Ske8LFloor
Dallas, Texas 75201
29770252.1/1001010301 Signature Page to Payng AgentlRegistrar Agreement
CITY OF WYLIE, TEXAS
By:
Mayor
Address: 300 Country Club Road
Wylie, Texas 75098
Attest:
City Secretary
29770252.1/1001010301 Signature Page to Paying Agent/Registrar Agreement
29770252.1/1001010301
ANNEX A
A-1