Ordinance 2021-10ORDINANCE NO.2021-10
AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF
WYLIE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES
OF OBLIGATION, SERIES 2021"; 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 A PRELIMINARY OFFICIAL STATEMENT AND 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 $5,600,000 for the purpose of paying contractual obligations to be
incurred for (i) construction, improvement, expansion and equipping fire -fighting facilities and
(ii) professional services rendered in connection with such project and the financing thereof, has
been (a) duly published in The Wylie News, a newspaper hereby found and determined to be of
general circulation in the City of Wylie, Texas, on December 9, 2020 and December 16, 2020, the
date the first publication of such notice being not less than forty-six (46) days prior to the tentative
date stated therein for the passage of the ordinance authorizing the issuance of such certificates
and (b) duly published continuously on the City's website for at least forty-five (45) days before
the tentative date stated therein for the passage of the ordinance authorizing the issuance of such
certificates; and
WHEREAS, no petition protesting the issuance of the certificates of obligation and
bearing valid petition signatures of at least 5% of the qualified electors of the City, has been
presented to or filed with the Mayor, City Secretary or any other official of the City on or prior to
the date of the passage of this Ordinance; and
WHEREAS, the City Council hereby finds and determines that the certificates of
obligation described in the aforesaid notice should be issued and sold at this time in the amount
and manner as hereinafter provided;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
WYLIE, TEXAS:
SECTION 1. Authorization - Designation - Principal Amount - Purpose. Certificates of
obligation of the City shall be and are hereby authorized to be issued in the aggregate principal
amount of $5,310,000, to be designated and bear the title "CITY OF WYLIE, TEXAS,
Ordinance No. 2021-10
Certificates of Obligation, Series 2021
10 1709872.3/ 1001060245
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2021"
(hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to
be incurred for (i) construction, improvement, expansion and equipping fire -fighting facilities and
(ii) professional services rendered in connection with such project 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 be
dated February 1, 2021 (the "Certificate Date") and shall be in denominations of $5,000 or any
integral multiple thereof (within a Stated Maturity) and the Certificates shall become due and
payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and
bear interest at the per annum rate(s) in accordance with the following schedule:
Year of
Principal
Interest
Stated Maturity
Amount ($)
Rate
2022
130,000
4.000
2023
200,000
4.000
2024
205,000
4.000
2025
215,000
4.000
2026
225,000
4.000
2027
235,000
4.000
2028
240,000
4.000
2029
250,000
4.000
2030
260,000
4.000
2031
270,000
3.000
2032
280,000
1.500
2033
285,000
1.500
2034
295,000
1.500
2035
300,000
1.500
2036
305,000
1.500
2037
310,000
1.625
2038
315,000
1.625
2040
655,000
1.750
2041
335,000
1.750
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, 2022, until maturity or prior
redemption.
SECTION 3. Terms of Payment - Paying—Agent/Registrar. The principal of, premium, if
any, and the interest on the Certificates, due and payable by reason of maturity, redemption, or
otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter
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called the "Holders") appearing on the registration and transfer books maintained by the Paying
Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public and private debts,
and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, to serve as Paying Agent/Registrar for the Certificates is hereby approved and
confirmed. Books and records relating to the registration, payment, transfer and exchange of the
Certificates (the "Security Register") shall at all times be kept and maintained on behalf of the City
by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions
of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A,
and such reasonable rules and regulations as the Paying Agent/Registrar and the City may
prescribe. The Mayor or Mayor Pro Tem and City Secretary are hereby authorized to execute and
deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Certificates.
The City covenants to maintain and provide a Paying Agent/Registrar at all times until the
Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a
commercial bank, trust company, financial institution or other entity qualified and authorized to
serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any
change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a
written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid,
which notice shall also give the address of the new Paying Agent/Registrar.
Principal of and premium, if any, on the Certificates, shall be payable at the Stated
Maturities or the redemption thereof only upon presentation and surrender of the Certificates to
the Paying Agent/Registrar at its designated offices, initially in East Syracuse, New York, or, with
respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the
"Designated Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders
whose names appear in the Security Register at the close of business on the Record Date (the last
business day of the month next preceding each interest payment date) and shall be paid by the
Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the
address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to
the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date
for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a
legal holiday, or a day when banking institutions in the city where the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States Mail, first class postage prepaid,
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to the address of each Holder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
SECTION 4. Redemption.
(a) Optional Redemption. The Certificates having Stated Maturities on and after
February 15, 2031 shall be subject to redemption prior to maturity, at the option of the City, in
whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a
Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2030, or on any date
thereafter at the redemption price of par plus accrued interest to the date of redemption.
At least forty five (45) days prior to an optional redemption date for the Certificates (unless
a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall
notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of
each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the
City to exercise the right to redeem Certificates shall be entered in the minutes of the governing
body of the City.
(b) Mandatory Redemption. The Certificates having a Stated Maturity of February 15,
2040 (the "Term Certificates") shall be subject to mandatory redemption in part prior to maturity
at the redemption price of par and accrued interest to the date of redemption on the respective dates
and in principal amounts as follows:
Term Certificates due February 15 2040
Redemption Date Principal Amount ($)
February 15, 2039 325,000
February 15, 2040 (maturity) 330,000
At least forty-five (45) days prior to the mandatory redemption date for the Term
Certificates, the Paying Agent/Registrar shall select by lot the numbers of the Term Certificates to
be redeemed on the next following February 15 from moneys set aside for that purpose in the
Certificate Fund (as hereinafter defined). Any Term Certificate not selected for prior redemption
shall be paid on the date of its Stated Maturity.
The principal amount of the Term Certificates required to be redeemed on a mandatory
redemption date may be reduced, at the option of the City, by the principal amount of Term
Certificates which, at least fifty (50) days prior to the mandatory redemption date, (1) shall have
been acquired by the City at a price not exceeding the principal amount of such Term Certificates
plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar
for cancellation or (2) shall have been redeemed pursuant to the optional redemption provisions
set forth in paragraph (a) of this Section and not theretofore credited against a mandatory
redemption requirement.
(c) Selection of Certificates for Redem tion. 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
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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.
(d) 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.
(e) Conditional Notice of Redemption. With respect to any optional redemption of the
Certificates, unless moneys sufficient to pay the principal of and premium, if any, and interest on
the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to
the giving of such notice of redemption, such notice may state that said redemption is conditional
upon the receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for
such redemption, or upon the satisfaction of any prerequisites set forth in such notice of
redemption; and, if sufficient moneys are not received, such notice shall be of no force and effect,
the City shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the
manner in which the notice of redemption was given, to the effect that the Certificates have not
been redeemed.
SECTION 5. Registration - Transfer - Exchange of Certificates - Predecessor Certificates.
The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name
and address of each and every owner of the Certificates issued under and pursuant to the provisions
of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or
exchanged for Certificates of other authorized denominations by the Holder, in person or by his
duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for
cancellation, accompanied by a written instrument of transfer or request for exchange duly
executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying
Agent/Registrar.
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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.
Certificates cancelled by reason of an exchange or transfer pursuant to the provisions
hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case
may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered
and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor
Certificates" shall include any mutilated, lost, destroyed or stolen Certificate for which a
replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the
provisions of Section 19 hereof and such new replacement Certificate shall be deemed to evidence
the same obligation as the mutilated, lost, destroyed or stolen Certificate.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Certificate called for redemption, in whole or in part, within forty-five
(45) days of the date fixed for the redemption of such Certificate; provided, however, such
limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed
balance of a Certificate called for redemption in part.
SECTION 6. Book -Entry -Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange
of the Certificates, the City hereby approves and authorizes the use of "Book -Entry -Only"
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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
same shall cease to be such officer at the time of delivery of the Certificates to the initial
purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all
as authorized and provided in Texas Government Code, Chapter 1201, as amended.
No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Certificate either a certificate of
registration substantially in the form provided in Section 9(c), manually executed by the
Comptroller of Public Accounts of the State of Texas, or his or her duly authorized agent, or a
certificate of registration substantially in the form provided in Section 9(d), manually executed by
an authorized officer, employee or representative of the Paying Agent/Registrar, and either such
certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence,
that such Certificate has been duly certified, registered and delivered.
SECTION 8. Initial Certificate(s). The Certificates herein authorized shall be initially
issued either (i) as a single fully registered certificate in the total principal amount stated in Section
1 hereof with principal installments to become due and payable as provided in Section 2 hereof
and numbered T-1, or (ii) as multiple fully registered certificates with one certificate for each year
of maturity in the applicable principal amount and denomination and to be numbered consecutively
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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.
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
NO.
REGISTERED
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION
SERIES 2021
Certificate Date: Interest Rate: Stated Maturity: CUSIP No.:
February 1, 2021 % February 15, 20
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Certificates of Obligation, Series 2021
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Registered Owner:
Principal Amount:
DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above,
or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount
hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to
pay interest on the unpaid principal amount hereof from the interest payment date next preceding
the "Registration Date" of this Certificate appearing below (unless this Certificate bears a
"Registration Date" as of an interest payment date, in which case it shall bear interest from such
date, or unless the "Registration Date" of this Certificate is prior to the initial interest payment date
in which case it shall bear interest from the date of delivery to the initial purchasers) at the per
annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day
months; such interest being payable on February 15 and August 15 in each year, commencing
February 15, 2022, until maturity or prior redemption. Principal of this Certificate is payable at
its Stated Maturity or on a redemption date to the registered owner hereof, upon presentation and
surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the
registration certificate appearing hereon, or its successor; provided, however, while this Certificate
is registered to Cede & Co., the payment of principal upon a partial redemption of the principal
amount hereof may be accomplished without presentation and surrender of this Certificate.
Interest is payable to the registered owner of this Certificate (or one or more Predecessor
Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the
"Security Register" maintained by the Paying Agent/Registrar at the close of business on the
"Record Date", which is the last business day of the month next preceding each interest payment
date, and interest shall be paid by the 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 $5,310,000 (herein referred to as the "Certificates") for the purpose of paying
contractual obligations to be incurred for (i) construction, improvement, expansion and equipping
fire -fighting facilities and (ii) professional services rendered in connection with such project and
the financing thereof, under and in strict conformity with the Constitution and laws of the State of
Texas, particularly Texas Local Government Code, Subchapter C of Chapter 271, as amended, and
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pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the
"Ordinance").
The Certificates maturing on the date hereinafter identified (the "Term Certificates") are
subject to mandatory redemption prior to maturity with funds on deposit in the Certificate Fund
established and maintained for the payment thereof in the Ordinance, and shall be redeemed in
part prior to maturity at the price of par and accrued interest thereon to the mandatory redemption
date on the respective dates and in principal amounts as follows:
Term Certificates due February 15 2040
Redemption Date Principal Amount ($)
February 15, 2039 325,000
February 15, 2040 (maturity) 330,000
The particular Term Certificates of a stated maturity to be redeemed on each redemption
date shall be chosen by lot by the Paying Agent/Registrar; provided, however, that the principal
amount of Term Certificates for a stated maturity required to be redeemed on a mandatory
redemption date may be reduced, at the option of the City, by the principal amount of Term
Certificates of like stated maturity which, at least fifty (50) days prior to the mandatory redemption
date, (1) shall have been acquired by the City at a price not exceeding the principal amount of such
Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation or (2) shall have been redeemed pursuant to the optional
redemption provisions appearing below and not theretofore credited against a mandatory
redemption requirement.
The Certificates maturing on and after February 15, 2031, 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, 2030, 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
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such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a
new Certificate or Certificates of like maturity and interest rate in any authorized denominations
provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be
issued to the registered owner, without charge. If a Certificate is selected for redemption, in whole
or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Certificate
to an assignee of the registered owner within forty-five (45) days of the redemption date therefor;
provided, however, such limitation on transferability shall not be applicable to an exchange by the
registered owner of the unredeemed balance of a Certificate redeemed in part.
With respect to any optional redemption of the Certificates, unless moneys sufficient to
pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have
been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice may state that said redemption is conditional upon the receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon the satisfaction of any
prerequisites set forth in such notice of redemption; and, if sufficient moneys are not received,
such notice shall be of no force and effect, the City shall not redeem such Certificates and the
Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was
given, to the effect that the Certificates have not been redeemed.
The Certificates are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City and from a limited pledge of
the Net Revenues of the City's combined Waterworks and Sewer System (the "System"), such
pledge of the Net Revenues for the payment of the Certificates being limited to an amount of
$1,000 and, together with a parity pledge securing the payment of the Previously Issued
Certificates, being junior and subordinate to the lien on and pledge of such Net Revenues securing
the payment of Prior Lien Obligations now outstanding and hereafter issued by the City. In the
Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation
as to principal amount but subject to any applicable terms, conditions or restrictions under law or
otherwise, as well as the right to issue additional obligations payable from the same sources as the
Certificates and, together with the Previously Issued Certificates and the Certificates, equally and
ratably secured by a parity lien on and pledge of the Net Revenues of the System.
Reference is hereby made to the Ordinance, a copy of which is on file in the Designated
Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the
owner or holder of this Certificate by the acceptance hereof hereby assents; for definitions of terms;
the description of and the nature and extent of the tax levied for the payment of the Certificates;
the nature and extent of the pledge of the Net Revenues securing the payment of the principal of
and interest on the Certificates; the terms and conditions relating to the transfer or exchange of this
Certificate; the conditions upon which the Ordinance may be amended or supplemented with or
without the consent of the Holders; the rights, duties, and obligations of the City and the Paying
Agent/Registrar; the terms and provisions upon which the tax levy and the pledge of the Net
Revenues and covenants made in the Ordinance may be discharged at or prior to the maturity of
this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the
other terms and provisions contained therein. Capitalized terms used herein and not otherwise
defined have the meanings assigned in the Ordinance.
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This Certificate, subject to certain limitations contained in the Ordinance, may be
transferred on the Security Register only upon its presentation and surrender at the Designated
Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When
a transfer on the Security Register occurs, one or more new fully registered Certificates of the same
Stated Maturity, of authorized denominations, bearing the same rate of interest and of the same
aggregate principal amount will be issued by the Paying Agent/Registrar to the designated
transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered
owner whose name appears on the Security Register (i) on the Record Date as the owner entitled
to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled
to payment of principal hereof at its Stated Maturity or upon its prior redemption, in whole or in
part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the
Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the
event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a
new record date for such interest payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received.
Notice of the Special Record Date and of the scheduled payment date of the past due interest
(which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by United States Mail, first class postage prepaid, to the address
of each Holder appearing on the Security Register at the close of business on the last business day
next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate and
political subdivision duly organized and legally existing under and by virtue of the Constitution
and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that
all acts, conditions and things required to exist and be done precedent to and in the issuance of the
Certificates to render the same lawful and valid obligations of the City have been properly done,
have happened and have been performed in regular and due time, form and manner as required by
the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not
exceed any Constitutional or statutory limitation; and that due provision has been made for the
payment of the principal of and interest on the Certificates by the levy of a tax and a limited pledge
of the Net Revenues of the System as aforestated. In case any provision in this Certificate or any
application thereof shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions and applications shall not in any way be affected or
impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be
duly executed under the official seal of the City as of the Certificate Date.
CITY OF WYLIE, TEXAS
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Mayor
COUNTERSIGNED:
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 ) REGISTER NO.
THE STATE OF TEXAS )
I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and
approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of
Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
(SEAL)
only.
Comptroller of Public Accounts
of the State of Texas
(d) Form of Certificate of Paving Agent/Registrar to spear on Definitive Certificates
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.
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The designated office of the Paying Agent/Registrar located in East Syracuse, New York,
is the "Designated Payment/Transfer Office" for this Certificate.
Registration Date:
Authorized Signature
(e) Form of Assignment.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas,
as Paying Agent/Registrar
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 Certificates) 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
NO. T-1
REGISTERED
$5,310,000
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WYLIE, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION
SERIES 2021
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14
Certificate Date: February 1, 2021
Registered Owner: THE BAKER GROUP LP
Principal Amount: FIVE MILLION THREE HUNDRED TEN THOUSAND DOLLARS
The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal
corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above,
or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each
of the years and in principal installments in accordance with the following schedule:
YEAR OF PRINCIPAL INTEREST
STATED MATURITY AMOUNT ($) RATE
(Information to be inserted from schedule in Section 2 hereof).
(or so much thereof as shall not have been redeemed prior to maturity) and to pay interest on the
unpaid principal amounts hereof from the date of delivery to the initial purchasers at the per annum
rate(s) of 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, 2022, 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
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Revenues therefor, the following words or terms, whenever the same appears herein without
qualifying language, are defined to mean as follows:
(a) The term "Certificates" shall mean the "City of Wylie, Texas,
Combination Tax and Revenue Certificates of Obligation, Series 2021" authorized
by this Ordinance.
(b) The term "Certificate Fund" shall mean the special fund created and
established under the provisions of Section 11 of this Ordinance.
(c) The term "City" shall mean the City of Wylie, Texas.
(d) The term "Collection Date" shall mean, when reference is being made
to the levy and collection of annual ad valorem taxes, the date annual ad valorem
taxes levied each year by the City become delinquent.
(e) The term "Fiscal Year" shall mean the twelve month accounting period
used by the City in connection with the operation of the System which may be any
twelve consecutive month period established by the City.
(f) The term "Government Securities" shall mean (i) direct noncallable
obligations of the United States of America, including obligations the principal of
and interest on which are unconditionally guaranteed by the United States of
America, (ii) noncallable obligations of an agency or instrumentality of the United
States, including obligations unconditionally guaranteed or insured by the agency
or instrumentality and, on the date of their acquisition or purchase by the City, are
rated as to investment quality by a nationally recognized investment rating firm not
less than AAA or its equivalent, (iii) noncallable obligations of a state or an agency
or a county, municipality, or other political subdivision of a state that have been
refunded and that, on the date of their acquisition or purchase by the City, are rated
as to investment quality by a nationally recognized investment rating firm not less
than AAA or its equivalent and (iv) any other then authorized securities or
obligations that may be used to defease obligations such as the Certificates under
the then applicable laws of the State of Texas.
(g) The term "Gross Revenues" shall mean all income, receipts and
revenues of every nature derived or received from the operation and ownership
(excluding refundable meter deposits, restricted gifts and grants in aid of
construction) of the System, including earnings and income derived from the
investment or deposit of moneys in any special funds or accounts created and
established for the payment and security of the Prior Lien Obligations and other
obligations payable solely from and secured only by a lien on and pledge of the Net
Revenues.
(h) The term "Maintenance and Operating Expenses" shall mean all
current expenses of operating and maintaining the System, including all salaries,
labor, materials, repairs and extensions necessary to render efficient service;
provided, however, that only such repairs and extensions, as in the judgment of the
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City Council, reasonably and fairly exercised, are necessary to maintain the
operations and render adequate service to the City and the inhabitants thereof, or
such as might be necessary to meet some physical accident or condition which
would otherwise impair obligations payable from Net Revenues shall be deducted
in determining "Net Revenues". Depreciation charges shall not be considered
Maintenance and Operating Expenses. Maintenance and Operating Expenses shall
include payments under contracts for the purchase of water supply, treatment of
sewage or other materials, goods or services for the System to the extent authorized
by law and the provisions of such contract.
(i) The term "Net Revenues" shall mean Gross Revenues of the System,
with respect to any period, after deducting the System's Maintenance and Operating
Expenses during such period.
0) The term "Outstanding", when used in this Ordinance with respect to
Certificates, shall mean, as of the date of determination, all Certificates theretofore
issued and delivered under this Ordinance, except:
(1) those Certificates cancelled by the Paying
Agent/Registrar or delivered to the Paying Agent/Registrar for
cancellation;
(2) those Certificates deemed to be duly paid by the City
in accordance with the provisions of Section 20 hereof; and
(3) those mutilated, destroyed, lost, or stolen Certificates
which have been replaced with Certificates registered and delivered
in lieu thereof as provided in Section 19 hereof.
(k) The term "Previously Issued Certificates" shall mean the outstanding
"City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation,
Series 2010", dated July 15, 2010, "City of Wylie, Texas, Combination Tax and
Revenue Certificates of Obligation, Series 2017", dated May 1, 2017 and "City of
Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series
2018", dated April 1, 2018.
(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
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permitted by law, the term "System" shall not mean to include facilities of any kind
which are declared not to be a part of the System and which are acquired or
constructed by or on behalf of the City with the proceeds from the issuance of
"Special Facilities Bonds", which are hereby defined as being special revenue
obligations of the City which are not bonds but which are payable from and secured
by other liens on and pledges of any revenues, sources or payments, not pledged to
the payment of the bonds including, but not limited to, special contract revenues or
payments received from any other legal entity in connection with such facilities.
SECTION 11. Certificate Fund. For the purpose of paying the interest on and to provide a
sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is
hereby created a special account or fund on the books and records of the City known as the
"SPECIAL SERIES 2021 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND",
and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a
special banking account at the City's depository bank. The Mayor, Mayor Pro Tem, City Manager,
Finance Director, and City Secretary of the City, individually or collectively, are hereby authorized
and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on
the Certificates as the same become due and payable, and, shall cause to be transferred to the
Paying Agent/Registrar from moneys on deposit in the Certificate Fund an amount sufficient to
pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds
to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds
to be deposited with the Paying Agent/Registrar on or before the last business day next preceding
each interest and principal payment date for the Certificates.
Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund
may, at the option of the City, be invested in obligations identified in, and in accordance with the
provisions of the "Public Funds Investment Act" (Texas Government Code, Chapter 2256, as
amended) or other applicable laws governing the investment of interest and sinking funds;
provided that all such investments shall be made in such a manner that the money required to be
expended from the Certificate Fund will be available at the proper time or times. All interest and
income derived from deposits and investments in the Certificate Fund shall be credited to, and any
losses debited to, the Certificate Fund. All such investments shall be sold promptly when
necessary to prevent any default in connection with the Certificates.
SECTION 12. Tax Levy. To provide for the payment of the "Debt Service Requirements"
on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall
be and there is hereby levied, for the current year and each succeeding year thereafter while said
Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred
dollars' valuation of taxable property in said City, within the limitations prescribed by law,
adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and
costs of collection; said tax shall be 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
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authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration
of all other outstanding indebtedness.
The amount of taxes to be provided annually for the payment of the principal of and interest
on the Certificates shall be determined and accomplished in the following manner:
(a) Prior to the date the City Council establishes the annual tax rate and passes an
ordinance levying ad valorem taxes each year, the City Council shall determine:
(1) The amount on deposit in the Certificate Fund after (a) deducting
therefrom the total amount of Debt Service Requirements to become due on
Certificates prior to the Collection Date for the ad valorem taxes to be levied and
(b) adding thereto the amount of the Net Revenues of the System, together with any
other lawfully available revenues of the City, appropriated and allocated to pay
such Debt Service Requirements prior to the Collection Date for the ad valorem
taxes to be levied.
(2) The amount of Net Revenues of the System, together with any other
lawfully available revenues of the City, appropriated and to be set aside for the
payment of the Debt Service Requirements on the Certificates between the
Collection Date for the taxes then to be levied and the Collection Date for the taxes
to be levied during the next succeeding calendar year.
(3) The amount of Debt Service Requirements to become due and
payable on the Certificates between the Collection Date for the taxes then to be
levied and the Collection Date for the taxes to be levied during the next succeeding
calendar year.
(b) The amount of taxes to be levied annually each year to pay the Debt Service
Requirements on the Certificates shall be the amount established in paragraph (3) above less the
sum total of the amounts established in paragraphs (1) and (2), after taking into consideration
delinquencies and costs of collecting such annual taxes.
SECTION 13. Limited Pledge of Net Revenues. The City hereby covenants and agrees
that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment and
security of Prior Lien Obligations, the Net Revenues of the System in an aggregate amount not to
exceed $1,000 are hereby irrevocably pledged to the payment of the principal of and interest on
the Certificates, and the limited pledge of $1,000 of the Net Revenues of the System herein made
for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in
accordance with the terms and provisions hereof and shall be on an parity in all respects with the
lien on the Net Revenues securing the payment of the Previously Issued Certificates until such
time as the City shall pay all of such $1,000 after which time the pledge shall cease. Furthermore,
such lien on and pledge of the Net Revenues securing the payment of the Certificates shall be valid
and binding and fully perfected from and after the date of adoption of this Ordinance without
physical delivery or transfer or transfer of control of the Net Revenues, the filing of this Ordinance
or any other act; all as provided in Chapter 1208 of the Texas Government Code, as amended
("Chapter 1208").
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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
and Commerce Code, as amended, then in order to preserve to the registered owners of the
Certificates the perfection of the security interest in said limited pledge, the City agrees to take
such measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Texas Business and Commerce Code, as amended, and enable
a filing to perfect the security interest in said limited pledge to occur.
SECTION 14. System Fund. The City hereby covenants and agrees that all Gross
Revenues (excluding earnings from the investment of money held in any special funds or accounts
created for the payment and security of Prior Lien Obligations) shall be deposited as collected into
a fund maintained at an official depository of the City and known on the books of the City as the
"Water and Sewer System Fund" (hereinafter called the "System Fund"). All moneys deposited
to the credit of the System Fund shall be allocated, appropriated and budgeted to the extent required
for the following purposes and in the order of priority shown, to wit:
First: To the payment of all necessary and reasonable Maintenance and
Operating Expenses as defined herein or required by statute to be a first charge on
and claim against the Gross Revenues thereof.
Second: To the payment of all amounts required to be deposited in the
special Funds created and established for the payment, security and benefit of Prior
Lien Obligations in accordance with the terms and provisions of the ordinances
authorizing the issuance of Prior Lien Obligations.
Third: Equally and ratably, to the payment of the limited amounts
pledged to the payment of the Previously Issued Certificates and the Certificates.
Any Net Revenues remaining in the System Fund after satisfying the foregoing payments,
or making adequate and sufficient provision for the payment thereof, may be appropriated and
used for any other City purpose now or hereafter permitted by law.
SECTION 15. Security of Funds. All moneys on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested)
shall be secured in the manner and to the fullest extent required by the laws of Texas for the
security of public funds, and moneys on deposit in such Funds shall be used only for the purposes
permitted by this Ordinance.
SECTION 16. Special Covenants. The City hereby further covenants as follows:
(1) It has the lawful power to pledge the Net Revenues of the System to the
payment of the Certificates in the manner herein contemplated and has lawfully
exercised such power under the Constitution and laws of the State of Texas,
including said power existing under Texas Government Code, Sections 1502.56
and 1502.58 and Texas Local Government Code, Sections 271.041, et seq.
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(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.
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
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destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to the replacement and
payment of mutilated, destroyed, lost or stolen Certificates.
SECTION 20. Satisfaction of Obligation of City. If the City shall pay or cause to be paid,
or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on
the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of
taxes levied under this Ordinance and the Net Revenues of the System (to the extent such pledge
of Net Revenues 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 or consulting 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,
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from time to time and at any time, amend this Ordinance in any manner not detrimental to the
interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the consent of Holders holding a majority in
aggregate principal amount of the Certificates then Outstanding, amend, add to, or rescind any of
the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding
Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of
payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal
amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify
the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give
any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal
amount of Certificates required to be held by Holders for consent to any such amendment, addition,
or rescission.
SECTION 22. Covenants to Maintain Tax -Exempt Status.
(a) Definitions. When used in this Section, the following terms have the following
meanings:
"Closing Date" means the date on which the Certificates are first authenticated and
delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the Regulations,
and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the
Certificates.
"Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Nonpurpose Investment" means any investment property, as defined in section 148(b) of
the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to
carry out the governmental purposes of the Certificates.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Regulations.
"Regulations" means any proposed, temporary, or final Income Tax Regulations issued
pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code
of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall
also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to
supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the
Regulations and (2) the Certificates has the meaning set forth in Section 1.148-4 of the
Regulations.
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(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
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 Pa ents. 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 government, unless such use is solely as a
member of the general public; and
(2) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Certificates or any property the acquisition, construction or improvement of which
is to be financed or refinanced directly or indirectly with such Gross Proceeds, other
than taxes of general application within the City or interest earned on investments
acquired with such Gross Proceeds pending application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by section 141 of the Code and the
Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to
make or finance loans to any person or entity other than a state or local government. For purposes
of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity
if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to
such person or entity in a transaction which creates a debt for federal income tax purposes; (2)
capacity in or service from such property is committed to such person or entity under a take -or -
pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of
ownership, of such Gross Proceeds or any property acquired, constructed or improved with such
Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a
loan.
(e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final
Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment
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(or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield
from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced
thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates.
(f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the
Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action
which would cause the Certificates to be federally guaranteed within the meaning of section 149(b)
of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038 G or such other form
and in such place as the Secretary may prescribe.
(h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f)
of the Code and the Regulations and rulings thereunder:
(1) The City shall account for all Gross Proceeds (including all receipts,
expenditures and investments thereof) on its books of account separately and apart
from all other funds (and receipts, expenditures and investments thereof) and shall
retain all records of accounting for at least six years after the day on which the last
outstanding Certificate is discharged. However, to the extent permitted by law, the
City may commingle Gross Proceeds of the Certificates with other money of the
City, provided that the City separately accounts for each receipt and expenditure of
Gross Proceeds and the obligations acquired therewith.
(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(f) of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or
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such other forms and information as is or may be required by Section 148(f) of the
Code and the Regulations and rulings thereunder.
(4) The City shall exercise reasonable diligence to assure that no errors
are made in the calculations and payments required by paragraphs (2) and (3), and
if an error is made, to discover and promptly correct such error within a reasonable
amount of time thereafter (and in all events within one hundred eighty (180) days
after discovery of the error), including payment to the United States of any
additional Rebate Amount owed to it, interest thereon, and any penalty imposed
under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the
Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier
of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces
the amount required to be paid to the United States pursuant to Subsection (h) of this Section
because such transaction results in a smaller profit or a larger loss than would have resulted if the
transaction had been at arm's length and had the Yield of the Certificates not been relevant to
either party.
(j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City
Manager, Finance Director and City Secretary, individually or jointly, to make elections permitted
or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or
appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar
or other appropriate certificate, form or document.
SECTION 23. Sale of Certificates. Pursuant to a public sale for the Certificates, the bid
submitted by The Baker Group LP (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 $367,305.16 is hereby
determined to be in the best interests of the City and is approved and confirmed. Delivery of the
Certificates to the Purchasers shall occur as soon as possible upon payment being made therefor
in accordance with the terms of sale. The Initial Certificate shall be registered as provided in the
winning bid.
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
February 9, 2021, 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 form as may be required by the Purchasers, and such
final Official Statement in the form and content authorized to be delivered by said officials shall
be deemed to be approved by the City Council and constitute the Official Statement authorized for
distribution and use by the Purchasers.
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SECTION 25. Proceeds of Sale. The proceeds of sale of the Certificates, excluding the
amounts to pay costs of issuance, shall be deposited in a construction fund maintained at the City's
depository bank or used to pay costs of issuance. Pending expenditure for authorized projects and
purposes, such proceeds of sale may be invested in authorized investments in accordance with the
provisions of Texas Government Code, Chapter 2256, as amended, including guaranteed
investment contracts permitted by Texas Section 2256.015 et seq., and the City's investment
policies and guidelines, and any investment earnings realized may be expended for such authorized
projects and purposes or deposited in the Certificate Fund as shall be determined by the City
Council. Any surplus proceeds of sale of the Certificates, including investment earnings,
remaining after completion of all authorized projects or purposes shall be deposited to the credit
of the Certificate Fund.
SECTION 26. Control and Custody of Certificates. The Mayor or Mayor Pro Tern of the
City shall be and is hereby authorized to take and have charge of all necessary orders and records
pending the sale of the Certificates, the investigation by the Attorney General of the State of Texas,
including the printing and supply of definitive Certificates, and shall take and have charge and
control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the
registration thereof by the Comptroller of Public Accounts and the delivery thereof to the
Purchasers.
SECTION 27. Notices to Holders - Waiver. Wherever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and sent by United States Mail, first class postage prepaid, to the address
of each Holder appearing in the Security Register at the close of business on the business day next
preceding the mailing of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice
to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of
such notice with respect to all other Certificates. Where this Ordinance provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive such notice, either
before or after the event with respect to which such notice is given, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying
Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
SECTION 28. Cancellation. All Certificates surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly
cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously
certified or registered and delivered which the City may have acquired in any manner whatsoever,
and all Certificates so delivered 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, approving the Certificates as to their validity, said opinion to be dated and delivered
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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.
The City Council confirms the continuation of the engagement of Norton Rose Fulbright US LLP
as the City's bond counsel.
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
be and shall be for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the
Holders.
SECTION 32. Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
SECTION 33. Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 34. Effect of Headings. The Section headings herein are for convenience of
reference only and shall not affect the construction hereof.
SECTION 35. Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural number
shall be considered to include the singular, and words of the masculine, feminine or neuter gender
shall be considered to include the other genders.
SECTION 36. Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application
thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares
that this Ordinance would have been enacted without such invalid provision.
SECTION 37. Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed
to such terms below:
"Financial Obligation" means a (a) debt obligation; (b) derivative instrument entered into
in connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that
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"financial obligation" shall not include municipal securities as to which a final official statement
(as defined in the Rule) has been provided to the MSRB consistent with the Rule.
"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 2021, financial information and operating data
with respect to the City of the general type included in Tables numbered 1 through 6 and 8 through
15 of the final Official Statement approved in Section 24 of this Ordinance and (2) within twelve
months after the end of each fiscal year ending in or after 2021, audited financial statements of the
City. Any financial statements so provided shall be prepared in accordance with the accounting
principles described in Appendix B to the Official Statement or such other accounting principles
as the City may be required to employ from time to time pursuant to state law or regulation. If
audited financial statements are not available within 12 months after the end of any fiscal year, the
City will provide unaudited financial statements by the required time, and audited financial
statements when and if such audited financial statements become available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document available to the public on the MSRB's Internet Web site or filed with the SEC.
(c) Notice of Certain Events. The City shall provide notice of any of the following
events with respect to the Certificates to the MSRB in a timely manner and not more than 10
business days after occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to
perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS
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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;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City,
which shall occur as described below;
(13) The consummation of a merger, consolidation, or acquisition
involving the City or the sale of all or substantially all of its assets, other than in the
ordinary course of business, the entry into of a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional trustee or the change of
name of a trustee, if material;
(15) Incurrence of a Financial Obligation of the City, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the City, any of which affect security holders, if
material; and
(16) Default, event of acceleration, termination event, modification of
terms, or other similar events under the terms of a Financial Obligation of the City,
any of which reflect financial difficulties.
For these purposes, (a) any event described in the immediately preceding item (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers in possession but
subject to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement, or liquidation by a court or governmental
authority having supervision or jurisdiction over substantially all of the assets or business of the
City and (b) the City intends the words used in the immediately preceding items (15) and (16) in
this Section to have the meanings ascribed to them in SEC Release No. 34-83885, dated August
20, 2018.
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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
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
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in compliance with the Rule, taking into account any amendments or interpretations of the Rule to
the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders
of a majority in aggregate principal amount (or any greater amount required by any other provision
of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to
such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized
bond counsel) determines that such amendment will not materially impair the interests of the
Holders and beneficial owners of the Certificates. The provisions of this Section may also be
amended from time to time or repealed by the City if the SEC amends or repeals the applicable
provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid,
but only if and to the extent that reservation of the City's right to do so would not prevent
underwriters of the initial public offering of the Certificates from lawfully purchasing or selling
Certificates in such offering. If the City so amends the provisions of this Section, it shall include
with any amended 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
Manager, Finance Director or Bond Counsel to the City are each hereby authorized and directed
to approve any changes or corrections to this Ordinance or to any of the documents authorized and
approved by this Ordinance: (i) in order to cure any ambiguity, formal defect or omission in this
Ordinance or such other document; or (ii) as requested by the Attorney General of the State of
Texas or his representative to obtain the approval of the Certificates by the Attorney General and
if such officer or counsel determines that such changes are consistent with the intent and purpose
of this Ordinance, which determination shall be final. In the event that any officer of the City
whose signature shall appear on any document shall cease to be such officer before the delivery of
such document, such signature nevertheless shall be valid and sufficient for all purposes the same
as if such officer had remained in office until such delivery.
SECTION 39. Incorporation of Findings and Determinations. The findings and
determinations of the City Council contained in the preamble hereof are hereby incorporated by
reference and made a part of this Ordinance for all purposes as if the same were restated in full in
this Section.
SECTION 40. Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Texas Government Code, Chapter 551, as amended.
SECTION 41. Effective Date. This Ordinance shall take effect and be in full force
immediately from and after its adoption on the date hereof in accordance with the provisions of
Texas Government Code, Section 1201.028, as amended.
Ordinance No, 2021-10
Certificates of Obligation, Series 2021
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Ordinance No. 2021-10
Certificates of Obligation, Series 2021
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DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas,
this 9t1i day of February, 2021.
Matthew O. Porter, Mayor
ATTEST:
Ordinance No. 202 1 -10
Certificates of Obligation, Series 2021
101709872.3/1001060245 S_ 1
EXHIBIT A
FORM OF PAYING AGENUREGISTRAR AGREEMENT
Ordinance No. 2021-10
Certificates of Obligation, Series 2021
10 1709872.3/1001060245 A-1