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06-27-2023 (City Council) Agenda Packet
P a g e | 1 Wylie City Council Regular Meeting June 27, 2023 – 6:00 PM Council Chambers - 300 Country Club Road, Building #100, Wylie, Texas 75098 CALL TO ORDER INVOCATION & PLEDGE OF ALLEGIANCE PRESENTATIONS & RECOGNITIONS PR1. Junior Mayor Tristan Rhodus. PR2. Presentation to outgoing Wylie Boards and Commission Members. PR3. Oath of Office for Incoming Wylie Boards and Commission Members. PR4. National Park and Recreation Month. COMMENTS ON NON-AGENDA ITEMS Any member of the public may address Council regarding an item that is not listed on the Agenda. Members of the public must fill out a form prior to the meeting in order to speak. Council requests that comments be limited to three minutes for an individual, six minutes for a group. In addition, Council is not allowed to converse, deliberate or take action on any matter presented during citizen participation. CONSENT AGENDA All matters listed under the Consent Agenda are considered to be routine by the City Council and will be enacted by one motion. There will not be separate discussion of these items. If discussion is desired, that item will be removed from the Consent Ag enda and will be considered separately. A. Consider, and act upon, approval of the June 13, 2023 Regular City Council Meeting minutes. B. Consider, and act upon, the City of Wylie Monthly Revenue and Expenditure Report for May 31, 2023. C. Consider, and place on file, the City of Wylie Monthly Investment Report for May 31, 2023. D. Consider, and act upon, Ordinance No. 2023-26 amending Ordinance No. 2022-56, which established the budget for fiscal year 2022-2023; providing for repealing, savings and severability clauses; and providing for an effective date of this ordinance. E. Consider, and act upon, approval of the Non-Profit Park Event Application from Cure Sanfilippo Foundation representative Katharine Sink, to hold the 2nd Annual Do it for Declan 5K and Fun Run event at Founders Park on Saturday, December 9, 2023. F. Consider, and place on file, the monthly Revenue and Expenditure Report for the Wylie Economic Development Corporation as of May 31, 2023. 1 P a g e | 2 REGULAR AGENDA 1. Tabled from 05-30-2023 Remove from table and consider Consider, and act upon, amendments to the Bylaws of the Wylie Economic Development Corporation. 2. Hold a Public Hearing, consider, and act upon, the writing of an ordinance for a change in zoning from Agricultural (AG/30) to Light Industrial - Special Use Permit (LI-SUP) on 8.96 acres to allow for a battery storage use. Property located at 1011 E. Brown St. (ZC 2023-08). 3. Consider, and act upon, approval of the Non-Profit Park Event Application from Hope’s Gate representative Patricia Bauman, to hold the “Hope Under The Stars” fundraiser event at Olde City Park on Saturday, October 21, 2023. 4. Discussion and consideration of all matters incident and related to the issuance and sale of "City of Wylie, Texas, General Obligation Bonds, Series 2023," including the adoption of Ordinance No. 2023-27 authorizing the issuance of such bonds and related agreements. WORK SESSION WS1. Discuss Breezy Beach RV Resort Sanitary Sewer. WS2. Discuss General Fund, Utility Fund, and 4B Fund. RECONVENE INTO REGULAR SESSION EXECUTIVE SESSION Sec. 551.072. DELIBERATION REGARDING REAL PROPERTY; CLOSED MEETING. A governmental body may conduct a closed meeting to deliberate the purchase, exchange, lease, or value of real property if deliberation in an open meeting would have a detrimental effect on its negotiating position. ES1. Consider the sale or acquisition of properties located at Ballard/Brown, Brown/Eubanks, FM 544/Cooper, FM 544/Sanden, FM 1378/Parker, Jackson/Oak, Regency/Steel, State Hwy 78/Alanis, State Hwy 78/Ballard, and State Hwy 78/Brown. Sec. 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS; CLOSED MEETING. This chapter does not require a governmental body to conduct an open meeting: (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1). ES2. Deliberation regarding commercial or financial information that the WEDC has received from a business prospect and to discuss the offer of incentives for Projects: 2021-2d, 2021-5a, 2021-6a, 2021-6c, 2021-8a, 2021-9b, 2021-9f, 2022-1b, 2022-1c, 2022-7b, 2022-7c, 2023-1a, 2023-1c, 2023-1d, 2023-2d, and 2023-3b. RECONVENE INTO OPEN SESSION Take any action as a result from Executive Session. 2 P a g e | 3 READING OF ORDINANCES Title and caption approved by Council as required by Wylie City Charter, Article III, Section 13 -D. ADJOURNMENT CERTIFICATION I certify that this Notice of Meeting was posted on June 23, 2023 at 5:00 p.m. on the outside bulletin board at Wylie City Hall, 300 Country Club Road, Building 100, Wylie, Texas, a place convenient and readily accessible to the public at all times. ___________________________ ___________________________ Stephanie Storm, City Secretary Date Notice Removed The Wylie Municipal Complex is wheelchair accessible. Sign interpretation or other special assistance for disabled attendees must be requested 48 hours in advance by contacting the City Secretary’s Office at 972.516.6020. Hearing impaired devices are available from the City Secretary prior to each meeting. If during the course of the meeting covered by this notice, the City Council should determine that a closed or executive meeting or session of the City Council or a consultation with the attorney for the City should be held or is required, then such closed or executive meeting or session or consultation with attorney as authorized by the Texas Open Meetings Act, Texas Government Code § 551.001 et. seq., will be held by the City Council at the date, hour and place given in this notice as the City Council may conveniently meet in such closed or executive meeting or session or consult with the attorney for the City concerning any and all subjects and for any and all purposes permitted by the Act, including, but not limited to, the following sanctions and purposes: Texas Government Code Section: § 551.071 – Private consultation with an attorney for the City. § 551.072 – Discussing purchase, exchange, lease or value of real property. § 551.074 – Discussing personnel or to hear complaints against personnel. § 551.087 – Discussing certain economic development matters. § 551.073 – Discussing prospective gift or donation to the City. § 551.076 – Discussing deployment of security personnel or devices or security audit. 3 Wylie City Council AGENDA REPORT Department: City Secretary Account Code: Prepared By: Stephanie Storm Subject Consider, and act upon, approval of the June 13, 2023 Regular City Council Meeting minutes. Recommendation Motion to approve the Item as presented. Discussion The minutes are attached for your consideration. 4 06/27/2023 Item A. Page | 1 Wylie City Council Regular Meeting Minutes June 13, 2023 – 6:00 PM Council Chambers - 300 Country Club Road, Building #100, Wylie, Texas 75098 CALL TO ORDER Mayor Matthew Porter called the regular meeting to order at 6:02 p.m. The following City Council members were present: Junior Mayor Aubri Heverly, Councilman David R. Duke, Councilman Dave Strang, Mayor pro tem Jeff Forrester, Councilman Scott Williams, Councilman Sid Hoover, and Councilman Gino Mulliqi. Staff present included: City Manager Brent Parker; Deputy City Manager Renae Ollie; Assistant City Manager Lety Yanez; Fire Chief Brandon Blythe; Police Chief Anthony Henderson; Finance Director Melissa B rown; Public Information Officer Craig Kelly; City Secretary Stephanie Storm; Parks and Recreation Director Carmen Powlen; Purchasing Manager Glenna Hayes; City Engineer Tim Porter; Fire Marshal Cory Claborn; Library Director Ofilia Barrera; Public Works Director Tommy Weir; and various support staff. INVOCATION & PLEDGE OF ALLEGIANCE Mayor pro tem Forrester led the invocation, and Junior Mayor Aubri Heverly led the Pledge of Allegiance. PRESENTATIONS & RECOGNITIONS PR1. Junior Mayor - Aubri Heverly. Mayor Porter introduced Junior Mayor Aubri Heverly, administered the oath of office, and presented a proclamation for “Mayor of the Day.” PR2. Recognition of Detective Chris Meehan for the Attorney General's Special Commendation Award. Mayor Porter recognized Detective Chris Meehan for being recognized in Washington D.C. with the Attorney General's Special Commendation Award for his work in combating and investigating child exploitation crimes. Detective Meehan and members of the Wylie Police Department were present for the recognition. PR3. Recognition of Chuck Flesch and his many years of service organizing the Wylie Veterans Memorial Salute to Heroes. Mayor Porter presented a proclamation proclaiming June 13, 2023 as Chuck Flesch Day in Wylie, Texas. Chuck Flesch and his family and friends were present to accept the Proclamation. COMMENTS ON NON-AGENDA ITEMS Any member of the public may address Council regarding an item that is not listed on the Agenda. Members of the public must fill out a form prior to the meeting in order to speak. Council requests that comments be limited to three minutes for an individual, six minutes for a group. In addition, Council is not allowed to converse, deliberate or take action on any matter presented during citizen participation. There were no persons present wishing to address the Council. 5 06/27/2023 Item A. Page | 2 CONSENT AGENDA All matters listed under the Consent Agenda are considered to be routine by the City Council and will be enacted by one motio n. There will not be separate discussion of these items. If discussion is desired, that item will be removed from the Consent Agenda and will be considered separately. A. Consider, and act upon, approval of the May 30, 2023 Regular City Council Meeting minutes. B. Consider, and act upon, Ordinance No. 2023-23 regarding an Amendment to the City of Wylie Zoning Ordinance, Articles 5.1 Land Use Charts, 5.2 Listed Uses, 7.0 General Development Regulations, as they relate to Smoke Shops, Smoking Establishments and Alcohol uses (ZC 2023-07). C. Consider, and act upon, the approval of a request for substantial renovation to construct an addition to an existing residential structure, located at 409 N. Ballard within the Downtown Historic District. D. Consider, and act upon, Ordinance No. 2023-24 amending Ordinance No. 2022-56, which established the budget for fiscal year 2022-2023; providing for repealing, savings, and severability clauses; and providing for an effective date of this ordinance. E. Consider, and act upon, Ordinance No. 2023-25 amending Ordinance No. 2022-56, which established the budget for fiscal year 2022-2023; providing for repealing, savings, and severability clauses; and providing for an effective date of this ordinance. Council Action A motion was made by Councilman Strang, seconded by Councilman Duke, to approve the Consent Agenda as presented. A vote was taken and the motion passed 7-0. REGULAR AGENDA 1. Consider, and act upon, appointments to fill the Board of Review vacancies for a term to begin July 1, 2023 and end June 30, 2025. Council Comments Mayor Porter confirmed there are four positions, two seated positions and two alternates, available on the Board of Review. Council Action A motion was made by Mayor pro tem Forrester, seconded by Councilman Williams, to appoint James Koch and Navin Kumar, and alternates William Crowe and Mary Nitschke for the Board of Review vacancies for a term to begin July 1, 2023 and ending June 30, 2025. A vote was taken and the motion passed 7-0. 2. Consider, and act upon, the recommendations of the 2023 Boards and Commission Council Interview Panel for appointments to the Animal Shelter Advisory Board, Construction Code Board, Historic Review Commission, Library Board, Parks and Recreation Board, Parks and Recreation Facilities Development Corporation Board (4B), Planning and Zoning Commission, Public Arts Advisory Board, Wylie Economic Development Corporation, and the Zoning Board of Adjustments to fill board vacancies for a term to begin July 1, 2023 and ending June 30, 2025/26. Council Comments Mayor Porter asked the Board and Commission Interview Panel Chair Forrester for recommendations. Mayor Porter announced that he filed a Conflict of Interest before the meeting for the Animal Shelter Advisory Board appointments and was stepping out during the discussion and action. Mayor Porter left his seat at the dais at 6:34 p.m. 6 06/27/2023 Item A. Page | 3 Council Action A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Animal Shelter Advisory Board: re-appoint Amber Porter, and appoint Laurie Black and Joe Webb to the two new positions. A vote was taken and the motion passed 6-0 with Mayor Porter abstaining (conflict of interest on file). Mayor Porter returned to his seat at the dais at 6:35 p.m. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Construction Code Board: re-appoint James Byrne, Brian Ortiz, and Bruce Moilan; appoint Bryan Rogers to replace Lowell Davis; and Justin Grayczyk to replace Michael Innella as Alternate 2. A vote was taken and the motion passed 7-0. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Historic Review Commission: re-appoint Kali Patton, Krisleigh Hoermann, and Sandra Stone; appoint Stephen Burkett to replace Joe Chandler, Kevin Hughes as Replacement 1, and Bob Ollry as Replacement 2. A vote was taken and the motion passed 7-0. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Library Board: appoint Roberta Schaafsma to replace Kristina Jones , Monica Munoz to replace Kristin Botsford, Zachary Todd to replace Carla McCullough, Irene Chavira to replace Rosalynn Davis, and Brian Ortiz to replace Juan Azcarate (one-year term). A vote was taken and the motion passed 7-0. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Parks and Recreation Board: re-appoint Gloria Suarez, appoint Scott Hevel to replace Brian Willeford, Brian Arnold to replace Randall Zabojnik, Justin Grayczyk as Replacement 1, and Krisleigh Hoermann as Replacement 2. A vote was taken and the motion passed 7-0. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Parks and Recreation 4B Board: re-appoint Scott Williams, David R. Duke, and Scott Hevel; appoint Sid Hoover to replace Toby Wallis (one-year term), Auston Foster to replace Brian Willeford (one-year term), and Whitney McDougall to replace Emmett Jones (one-year term). A vote was taken and the motion passed 7-0. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Planning and Zoning Commission: re-appoint Joshua Butler and Jacques Loraine III; appoint Joe Chandler to replace Bryan Rogers, Zeb Black as Replacement 1, and Charles Thomas as Replacement 2. A vote was taken and the motion passed 7-0. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Public Arts Advisory Board: re-appoint Esther Bellah and John Treadwell; appoint Cassie Dyson to replace Minerva Bediako, Gloria Suarez to replace Christina Null, Irene Chavira as Replacement 1, and Brian Arnold as Replacement 2. A vote was taken and the motion passed 7-0. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following member to the Wylie Economic Development Corporation Board: re-appoint Aaron Jameson, and appoint Whitney McDougall to replace Gino Mulliqi (two-year term). A vote was taken and the motion passed 6-1 with Councilman Duke voting against. A motion was made by Mayor pro tem Forrester, seconded by Councilman Strang to appoint the following members to the Zoning Board of Adjustment: re-appoint Aaron Lovelace; appoint Jennifer Greiser to replace Sharon Osisanya, Hamza Fraz to replace Jennifer Grieser as Alternate 1 (one -year term), and Michael Innella to replace John Perdomo as Alternate 2. A vote was taken and the motion passed 7-0. 7 06/27/2023 Item A. Page | 4 Mayor Porter thanked members of the 2023 Boards and Commissions Interview Panel (Mayor pro tem Forrester, Councilman Duke, and Councilman Strang). WORK SESSION Mayor Porter convened the Council into Work Session at 6:44 p.m. WS1. North Texas Municipal Water District (NTMWD) to provide an overview of the District to new council members and discuss current and future projects. Jenna Covington, Billy George, and R.J. Muraski, representing North Texas Municipal Water District (NTMWD), addressed Council giving a presentation on who NTMWD is, an overview of services, key regional projects, projects supporting Wylie, water supply planning, strategic financial plans, and wrap-up and questions. City of Wylie NTMWD board members Keith Stephens and Marvin Fuller were present. Mayor Porter recessed the Council into a break at 7:25 p.m. Mayor Porter reconvened the Council into Work Session at 7:35 p.m. WS2. Discuss FY 2023-2024 General Fund Budget. City Manager Parker addressed Council giving a presentation on the proposed revenue assumptions, Strategic Goals, items included in the proposed base budget, the General Fund Summary, General Fund new recommendations, and use of General Fund Fund Balance. Parker stated the proposed revenue assumptions include a certified total estimated value as of April 30, 2023 of $6,920,554,955, certified estimated value of new construction as of April 30, 2023 of $213,430,800 (equates to $1,244,579 in revenue), assumes an estimated No New Revenue Tax Rate of .533130 and voter approval rate of .640763, assumes an additional two cents for new debt requirement (approved by voters) of .553130, assumes another three cents to partially fund the new Ambulance Service Program of .583130, assumes sales tax increase and interest earnings will fund the remaining cost of the Ambulance Service Program, and proposed sales tax is a 10 percent increase over the FY 2023 projected (six-month actuals at 54 percent). Parker added items included in the proposed base budget include a 15 percent increase in health insuranc e of $486,129, a three percent average merit increase for the General Employees (effective January 2024) of $267,709, and pay plan adjustments for Police and Fire (effective October 2023) of $785,000 for a total of $1,538,838 (supported by No New Revenue Rate). Parker stated the General Fund Summary includes an estimated beginning Fund Balance as of October 1, 2023 of $21,426,521, proposed revenues for 2024 (at .583130) of $57,216,424, new EMS program of $3,313,032, proposed expenditures base budget for 2024 of $52,833,348, recurring recommended request expenses of $744,534, new/replacement equipment one time uses of $325,510, use of Fund Balance of $574,200, and estimated ending Fund Balance as of September 30, 2024 of $20,852,321 (36 percent of expenditures). Parker stated the recommended recurring and one-time General Fund expenses include upgrade the City Secretary Record Analyst to Records and Information Analyst II, IT System Specialist, four Sworn Officers, a School Resource Officer, Police WISD reimbursement, Police Records Clerk, Signal Technician, Public Information Request software, Police Axon Tasers, Animal Control Needs Assessment Study, Fleet Services equipment and updates, school zone flasher assembly, and Sachse Road/Creek Crossing traffic signal design for a total of $1,070,044. Parker stated the recommended Use of General Fund Fund Balance expenses include three Patrol replacement Tahoe’s, four new Patrol Tahoe’s for requested positions, a replacement Fire Marshall vehicle, and an aerial bucket truck for a total of $574,200. 8 06/27/2023 Item A. Page | 5 Questions and comments from Council included: requested clarification on the six months actuals at 54 percent, why is the ambulance service program separated out, what is the anticipated transport rate for ambulance servic e, appreciate the hard work of staff, what is the total cost of the ambulance service program, use General Fund Fund Balance as a capital initial year startup for the ambulance service, concerned with a tax increase at this time, need to understand more about the ambulance service program, how long does it take to recoup funds for the ambulance service, is there anywhere in the City budget that can absorb some of the needed funds for the ambulance service program, is there anything that prohibits the use of the General Fund Fund Balance to fund the startup of the ambulance program, do nearby cities close to our population size use third-party agencies or do their own ambulance service program, requested clarification on the need for three ambulances, how would the use of the Fund Balance for the initial ambulance program affect the AA plus rating, is staff comfortable with using the General Fund Fund Balance for the one-time expenses of $900,000 for the ambulance service program, look at different health insurance plans to help cut savings, the ambulance program is necessary, not in favor of using the Fund Balance for reoccurring expenses, need to narrow down the cost for the ambulance service program, use Fund Balance for non- reoccurring expenses and find other areas to fund the reoccurring expenses, what does the school zone flasher assembly look like, has the City approached the ISD about sharing the SRO cost 50/50, and does the money from vehicles that are sold go back to the General Fund Fund balance. Parker stated staff will bring back additional information on the ambulance service program at the next Council meeting as well as discuss the Utility Fund and the 4B Fund. RECONVENE INTO REGULAR SESSION Mayor Porter reconvened the Council into Regular Session at 8:54 p.m. EXECUTIVE SESSION Mayor Porter convened the Council into Executive Session at 8:54 p.m. Sec. 551.072. DELIBERATION REGARDING REAL PROPERTY; CLOSED MEETING. A governmental body may conduct a closed meeting to deliberate the purchase, exc hange, lease, or value of real property if deliberation in an open meeting would have a detrimental effect on its negotiating position. ES1. Discuss property located in the general area of E. Farm to Market Road 544 and Sanden Blvd. RECONVENE INTO OPEN SESSION Take any action as a result from Executive Session. Mayor Porter convened the Council into Open Session at 9:13 p.m. READING OF ORDINANCES Title and caption approved by Council as required by Wylie City Charter, Article III, Section 13 -D. City Secretary Storm read the captions to Ordinance Nos. 2023-23, 2023-24, and 2023-25 into the official record. 9 06/27/2023 Item A. Page | 6 ADJOURNMENT A motion was made by Councilman Strang, seconded by Councilman Mulliqi, to adjourn the meeting at 9:15 p.m. A vote was taken and the motion passed 7-0. ______________________________ Matthew Porter, Mayor ATTEST: ______________________________ Stephanie Storm, City Secretary 10 06/27/2023 Item A. Wylie City Council AGENDA REPORT Department: Finance Account Code: Prepared By: Melissa Brown Subject Consider, and act upon, the City of Wylie Monthly Revenue and Expenditure Report for May 31, 2023. Recommendation Motion to approve the Item as presented. Discussion The Finance Department has prepared the attached reports for the City Council as required by the City Charter. 11 06/27/2023 Item B. CITY OF WYLIE MONTHLY FINANCIAL REPORT May 31, 2023 ANNUAL CURRENT YTD ACTUAL Benchmark BUDGET MONTH ACTUAL YTD ACTUAL AS A PERCENT 66.67% ACCOUNT DESCRIPTION 2022-2023 2022-2023 2022-2023 OF BUDGET GENERAL FUND REVENUE SUMMARY TAXES 37,234,844 971,544 33,010,565 88.66%A FRANCHISE FEES 2,802,400 206,722 2,093,265 74.70%B LICENSES AND PERMITS 1,442,750 120,927 825,247 57.20%C INTERGOVERNMENTAL REV. 2,429,011 20,292 1,381,239 56.86%D SERVICE FEES 4,338,970 417,649 2,661,326 61.34% E COURT FEES 339,000 23,295 206,808 61.01%F INTEREST INCOME 60,000 135,433 909,062 1515.10%G MISCELLANEOUS INCOME 239,156 14,207 307,213 128.46%H OTHER FINANCING SOURCES 2,838,847 0 2,705,961 95.32%I REVENUES 51,724,978 1,910,068 44,100,686 85.26% USE OF FUND BALANCE 0 0 0 0.00% USE OF CARRY-FORWARD FUNDS 1,711,613 NA NA NA J TOTAL REVENUES 53,436,591 1,910,068 44,100,686 82.53% GENERAL FUND EXPENDITURE SUMMARY CITY COUNCIL 95,279 6,130 39,535 41.49% CITY MANAGER 1,298,947 143,688 822,739 63.34% CITY SECRETARY 354,083 36,178 196,738 55.56% CITY ATTORNEY 170,000 0 81,765 48.10% FINANCE 1,363,432 112,893 907,719 66.58% FACILITIES 1,111,013 75,441 569,844 51.29% MUNICIPAL COURT 551,921 56,487 311,253 56.39% HUMAN RESOURCES 816,388 137,977 561,001 68.72% PURCHASING 294,695 45,148 180,065 61.10% INFORMATION TECHNOLOGY 2,243,162 229,976 1,451,859 64.72% POLICE 13,577,617 1,470,136 8,839,599 65.10% FIRE 13,511,975 1,430,716 8,109,995 60.02% EMERGENCY COMMUNICATIONS 2,424,317 257,432 1,510,906 62.32% ANIMAL CONTROL 736,445 65,758 424,611 57.66% PLANNING 363,226 39,037 226,241 62.29% BUILDING INSPECTION 516,490 52,889 276,281 53.49% CODE ENFORCEMENT 262,424 29,335 140,912 53.70% STREETS 5,484,215 376,960 1,979,263 36.09%K PARKS 2,715,470 273,125 1,400,961 51.59% LIBRARY 2,347,607 255,687 1,521,052 64.79% COMBINED SERVICES 10,524,272 516,476 8,208,775 78.00%L TOTAL EXPENDITURES 60,762,978 5,611,467 37,761,115 62.14% REVENUES OVER/(UNDER) EXPENDITURES -7,326,387 -3,701,399 6,339,572 20.38% A. Property Tax Collections for FY22-23 as of May 31, 2023 are 98.38%, in comparison to FY21-22 for the same time period of 98.95%. Sales tax is on a 2 month lag and six months have been received and fiscal year to date is 13.4% higher than last year. B. Franchise Fees: The majority of franchise fees are recognized quarterly with electric fees making up the majority. C. Licenses and Permits are down 21% from the same period last fiscal year, partially due to rising interest rates. D. Intergovernmental Rev: The majority of intergovernmental revenues come from WISD reimbursements and Fire Services which are billed quarterly. E. Service Fees: Trash fees are on a one month lag and only seven months have been received. The remaining fees are from other seasonal fees. F. Court Fees continue to increase and are only 1% lower than May YTD 2023. G. Interest Rates have gone from 1% when the budget was prepared to 5.02% in May 2023. Interest was budgeted conservatively. H. Miscellaneous auction proceeds of $180,749. I.Yearly transfer from Utility Fund. Also includes miscellaneous insurance recoveries. J. Largest Carry Forward items: $150,000 for Department Software Solution, $217,000 for advance vehicle replacements, $338,840 for ambulance, $390,000 for Stone Road Rehab. K. The Hensley/Woodbridge signal for $500,000 has not been expensesd. L. The $6 million transfer for Stone Road Improvement was transferred to a capital fund. 12 06/27/2023 Item B. CITY OF WYLIE MONTHLY FINANCIAL REPORT May 31, 2023 ANNUAL CURRENT YTD ACTUAL Benchmark BUDGET MONTH ACTUAL YTD ACTUAL AS A PERCENT 66.67% ACCOUNT DESCRIPTION 2022-2023 2022-2023 2022-2023 OF BUDGET UTILITY FUND REVENUES SUMMARY SERVICE FEES 25,933,619 2,222,103 14,789,999 57.03% M INTEREST INCOME 24,000 78,377 498,316 2076.32% N MISCELLANEOUS INCOME 70,000 1,715 40,571 57.96% OTHER FINANCING SOURCES 1,000 0 0 0.00% REVENUES 26,028,619 2,302,195 15,328,886 58.89% USE OF FUND BALANCE 0 NA 0 0 USE OF CARRY-FORWARD FUNDS 2,276,241 NA NA NA O TOTAL REVENUES 28,304,860 NA 15,328,886 54.16% UTILITY FUND EXPENDITURE SUMMARY UTILITY ADMINISTRATION 634,180 30,397 311,570 49.13% UTILITIES - WATER 4,401,342 191,106 1,947,759 44.25% CITY ENGINEER 1,120,418 89,779 534,619 47.72% UTILITIES - SEWER 1,210,378 104,678 615,767 50.87% UTILITY BILLING 1,287,416 102,726 745,646 57.92% COMBINED SERVICES 18,380,749 1,169,138 12,819,321 69.74% P TOTAL EXPENDITURES 27,034,483 1,687,825 16,974,682 62.79% REVENUES OVER/(UNDER) EXPENDITURES 1,270,376 614,370 -1,645,797 -8.63% M. Most Utility Fund Revenue is on a one month lag and only seven months have been received. N. Interest Rates have gone from 1% when the budget was prepared to 5.02% in May 2023. Interest was budgeted conservatively. O. Largest Carry Forward items: Department Software Solutions $135,730, Pump Station Backup Generators $1.6M, Newport Harbor Tank Repairs $130,000 and TXDOT payment $260,172. P. Annual transfer to the General Fund of $2.56 million. Other expenses are payments to NTMWD for water minimum and sewer treatment and February debt payment 13 06/27/2023 Item B. Wylie City Council AGENDA REPORT Department: Finance Account Code: Prepared By: Melissa Brown Subject Consider, and place on file, the City of Wylie Monthly Investment Report for May 31, 2023. Recommendation Motion to approve the Item as presented. Discussion The Finance Department has prepared the attached reports for the City Council as required by the City Charter. 14 06/27/2023 Item C. 1506/27/2023 Item C. Wylie City Council AGENDA REPORT Department: Finance Account Code: See Exhibit A Prepared By: Melissa Brown Subject Consider, and act upon, Ordinance No. 2023-26 amending Ordinance No. 2022-56, which established the budget for fiscal year 2022-2023; providing for repealing, savings and severability clauses; and providing for an effective date of this ordinance. Recommendation Motion to approve the Item as presented. Discussion The purpose of this budget amendment is to account for the reimbursement that we receive from Cigna for the wellness incentives. The incentives are paid from the HR budget and the reimbursement from Cigna is received as miscellaneous income. This amendment will add the $20,000 expense for HR and offset it with an increase in miscellaneous income. This is a budget neutral amendment for the General Fund. 16 06/27/2023 Item D. Ordinance No. 2023-26 Budget Amendment for Cigna Reimbursement Page 1 of 2 ORDINANCE NO. 2023-26 AN ORDINANCE OF THE CITY OF WYLIE, TEXAS, AMENDING ORDINANCE NO. 2022-56, WHICH ESTABLISHED THE BUDGET FOR FISCAL YEAR 2022- 2023; REPEALING ALL CONFLICTING ORDINANCES; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council heretofore adopted Ordinance No. 2022-56 setting forth the Budget for Fiscal Year 2022-2023 beginning October 1, 2022, and ending September 30, 2023; and, WHEREAS, the City Departments and Divisions routinely review their budget appropriations to determine if any changes are necessary; and WHEREAS, based upon said review the City staff now recommends that certain amendments to the Budget be considered by the City Council; see Exhibit A; and, WHEREAS, the City Council has the authority to make amendments to the City Budget under Article VII, Section 4 of the City Charter, as well as State law; and, WHEREAS, the City Council has determined that the proposed amendments to the FY 2022-2023 Budget; see Exhibit A, with the revenues and expenditures therein contained, is in the best interest of the City; and therefore, desires to adopt the same by formal action. NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF WYLIE, TEXAS: SECTION I: The proposed amendments to the FY 2022-2023 Budget of the City of Wylie; Exhibit A, as heretofore adopted by Ordinance No. 2023-26, are completely adopted and approved as amendments to the said FY 2022-2023 Budget. SECTION II: All portions of the existing FY 2022-2023 Budget and Ordinance No. 2022-56, except as specifically herein amended, shall remain in full force and effect, and not be otherwise affected by the adoption of the amendatory ordinance. SECTION III: Should any paragraph, sentence, sub-division, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole or any part or provision thereof, other than the part or parts as declared to be invalid, illegal, or unconstitutional. SECTION IV: This ordinance shall be in full force and effect from and after its adoption by the City Council and publication of its caption as the law and the City Charter provide in such cases. SECTION V: That all other ordinances and code provisions in conflict herewith are hereby repealed to the extent of any such conflict or inconsistency and all other provisions of the Wylie City Code not in conflict herewith shall remain in full force and effect. SECTION VI: The repeal of any ordinance, or parts thereof, by the enactment of the Ordinance, shall not be construed as abandoning any action now pending under or by virtue of such ordinance; nor shall it have the effect of discontinuing, abating, modifying or altering any penalty accruing or to accrue, 17 06/27/2023 Item D. Ordinance No. 2023-26 Budget Amendment for Cigna Reimbursement Page 2 of 2 nor as affecting any rights of the municipality under any section or provision of any ordinances at the time of passage of this ordinance. DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas, this 27th day of June, 2023. _____________________________________ Matthew Porter, Mayor ATTEST: ______________________________ Stephanie Storm, City Secretary 18 06/27/2023 Item D. Budget Amendment Exhibit A HR - Cigna Reimbursement Fund Department Account Number Account Description Debit Credit 100 4000 48410 Miscellaneous Income 20,000.00 100 5153 56040 Special Services 20,000.00 Total General Fund 20,000.00 20,000.00 19 06/27/2023 Item D. Wylie City Council AGENDA REPORT Department: Parks and Recreation Account Code: Prepared By: Brent Stowers Subject Consider, and act upon, approval of the Non-Profit Park Event Application from Cure Sanfilippo Foundation representative Katharine Sink, to hold the 2nd Annual Do it for Declan 5K and Fun Run event at Founders Park on Saturday, December 9, 2023. Recommendation Motion to approve the Item as presented. Discussion This is a repeat event hosted by the Cure Sanfilippo Foundation at Founders Park on Saturday, December 9, 2023, from 5:00 am to 11:00 am. Representative Katharine Sink noted on her application that they plan to sell same -day registrations for the 5K and fun run and Cure Sanfilippo Foundation merchandise. Food trucks selling various items such as popsicles, smoothies, and breakfast food are also planned during the event. The Parks and Recreation Board approved this application at the June 12, 2023 Parks and Recreation Board Meeting. 20 06/27/2023 Item E. 21 06/27/2023 Item E. 22 06/27/2023 Item E. 23 06/27/2023 Item E. Wylie City Council AGENDA REPORT Department: WEDC Account Code: Prepared By: Jason Greiner Subject Consider, and place on file, the monthly Revenue and Expenditure Report for the Wylie Economic Development Corporation as of May 31, 2023. Recommendation Motion to approve the item as presented. Discussion The Wylie Economic Development Corporation (WEDC) Board of Directors approved the attached financials on June 21, 2023. 24 06/27/2023 Item F. 6/8/2023 9:37:08 AM Page 1 of 3 May Rev/Exp Report Account Summary For Fiscal: 2022-2023 Period Ending: 05/31/2023 Fiscal Activity Variance Favorable (Unfavorable) Percent Remaining Current Total Budget Period Activity Original Total Budget Fund: 111 - WYLIE ECONOMIC DEVEL CORP Revenue SALES TAX 4,124,241.00 2,246,100.82 -1,878,140.18 45.54 %434,878.33111-4000-40210 4,124,241.00 380 ECONOMIC AGREEMENTS 0.00 279,047.05 279,047.05 0.00 %0.00111-4000-43518 0.00 ALLOCATED INTEREST EARNINGS 6,000.00 224,472.89 218,472.89 3,741.21 %36,507.60111-4000-46110 6,000.00 RENTAL INCOME 134,220.00 74,667.68 -59,552.32 44.37 %0.00111-4000-48110 134,220.00 MISCELLANEOUS INCOME 0.00 1,000.00 1,000.00 0.00 %0.00111-4000-48410 0.00 GAIN/(LOSS) SALE OF CAP ASSETS 3,915,685.00 -24,603.10 -3,940,288.10 100.63 %0.00111-4000-48430 3,915,685.00 Revenue Total:2,800,685.34471,385.938,180,146.00 8,180,146.00 -5,379,460.66 65.76% Expense SALARIES 310,346.40 222,230.67 88,115.73 28.39 %37,175.27111-5611-51110 310,346.40 OVERTIME 0.00 1,734.20 -1,734.20 0.00 %458.63111-5611-51130 0.00 LONGEVITY PAY 914.00 916.00 -2.00 -0.22 %0.00111-5611-51140 914.00 TMRS 48,245.30 34,997.12 13,248.18 27.46 %5,833.27111-5611-51310 48,245.30 HOSPITAL & LIFE INSURANCE 51,987.17 35,466.24 16,520.93 31.78 %6,272.90111-5611-51410 51,987.17 LONG-TERM DISABILITY 1,768.97 445.48 1,323.49 74.82 %117.00111-5611-51420 1,768.97 FICA 19,298.12 12,943.43 6,354.69 32.93 %2,136.43111-5611-51440 19,298.12 MEDICARE 4,513.27 3,027.10 1,486.17 32.93 %499.63111-5611-51450 4,513.27 WORKERS COMP PREMIUM 1,089.21 1,088.89 0.32 0.03 %0.00111-5611-51470 854.85 UNEMPLOYMENT COMP (TWC)1,080.00 35.98 1,044.02 96.67 %0.00111-5611-51480 1,080.00 OFFICE SUPPLIES 5,000.00 1,410.52 3,589.48 71.79 %262.26111-5611-52010 5,000.00 POSTAGE & FREIGHT 300.00 212.90 87.10 29.03 %0.00111-5611-52040 300.00 FOOD SUPPLIES 3,000.00 1,562.25 1,437.75 47.93 %135.18111-5611-52810 3,000.00 FURNITURE & FIXTURES 2,500.00 0.00 2,500.00 100.00 %0.00111-5611-54610 2,500.00 COMPUTER HARD/SOFTWARE 7,650.00 1,975.00 5,675.00 74.18 %1,975.00111-5611-54810 7,650.00 INCENTIVES 1,209,183.00 534,377.51 674,805.49 55.81 %23,602.41111-5611-56030 3,209,183.00 SPECIAL SERVICES 34,620.00 11,504.33 23,115.67 66.77 %157.50111-5611-56040 34,770.00 SPECIAL SERVICES-REAL ESTATE 276,300.00 60,421.32 215,878.68 78.13 %2,808.59111-5611-56041 276,300.00 SPECIAL SERVICES-INFRASTRUCTURE 9,875,000.00 9,281.46 9,865,718.54 99.91 %0.00111-5611-56042 8,375,000.00 ADVERTISING 129,100.00 74,933.43 54,166.57 41.96 %8,390.00111-5611-56080 129,100.00 COMMUNITY DEVELOPMENT 54,950.00 45,946.30 9,003.70 16.39 %7,061.59111-5611-56090 54,950.00 COMMUNICATIONS 7,900.00 3,107.41 4,792.59 60.67 %439.20111-5611-56110 7,900.00 RENTAL 27,000.00 18,000.00 9,000.00 33.33 %2,250.00111-5611-56180 27,000.00 TRAVEL & TRAINING 73,000.00 45,654.58 27,345.42 37.46 %2,126.60111-5611-56210 73,000.00 DUES & SUBSCRIPTIONS 57,824.00 47,786.12 10,037.88 17.36 %83.52111-5611-56250 57,824.00 INSURANCE 6,453.00 6,449.31 3.69 0.06 %0.00111-5611-56310 6,303.00 AUDIT & LEGAL SERVICES 23,000.00 11,717.50 11,282.50 49.05 %4,405.00111-5611-56510 23,000.00 ENGINEERING/ARCHITECTURAL 587,500.00 149,801.98 437,698.02 74.50 %8,379.18111-5611-56570 87,500.00 UTILITIES-ELECTRIC 2,400.00 1,533.14 866.86 36.12 %140.36111-5611-56610 2,400.00 PRINCIPAL PAYMENT 575,973.97 381,352.34 194,621.63 33.79 %48,241.06111-5611-57410 575,973.97 INTEREST EXPENSE 656,023.67 439,979.42 216,044.25 32.93 %54,425.41111-5611-57415 656,023.67 LAND-PURCHASE PRICE 2,090,000.00 345,441.57 1,744,558.43 83.47 %0.00111-5611-58110 2,090,000.00 CONTRA CAPITAL OUTLAY 0.00 -345,441.57 345,441.57 0.00 %0.00111-5611-58995 0.00 Expense Total:2,159,891.93217,375.9916,143,685.72 16,143,920.08 13,984,028.15 86.62% Fund: 111 - WYLIE ECONOMIC DEVEL CORP Surplus (Deficit):640,793.41254,009.94-7,963,539.72 -7,963,774.08 8,604,567.49 108.05% Report Surplus (Deficit):254,009.94 640,793.41-7,963,539.72 -7,963,774.08 8,604,567.49 108.05% 25 06/27/2023 Item F. Budget Report For Fiscal: 2022-2023 Period Ending: 05/31/2023 6/8/2023 9:37:08 AM Page 2 of 3 Group Summary Fiscal Activity Variance Favorable (Unfavorable) Period ActivityAccount Typ… Current Total Budget Original Total Budget Percent Remaining Fund: 111 - WYLIE ECONOMIC DEVEL CORP Revenue 2,800,685.34471,385.938,180,146.00 8,180,146.00 -5,379,460.66 65.76% Expense 2,159,891.93217,375.9916,143,685.72 16,143,920.08 13,984,028.15 86.62% 640,793.41254,009.94-7,963,539.72 -7,963,774.08 8,604,567.49Fund: 111 - WYLIE ECONOMIC DEVEL CORP Surplus (Deficit):108.05% Report Surplus (Deficit):254,009.94 640,793.41-7,963,539.72 -7,963,774.08 8,604,567.49 108.05% 26 06/27/2023 Item F. Budget Report For Fiscal: 2022-2023 Period Ending: 05/31/2023 6/8/2023 9:37:08 AM Page 3 of 3 Fund Summary Fiscal Activity Variance Favorable (Unfavorable)Fund Period Activity Current Total Budget Original Total Budget 111 - WYLIE ECONOMIC DEVEL CORP 640,793.41254,009.94-7,963,539.72 -7,963,774.08 8,604,567.49 Report Surplus (Deficit):254,009.94 640,793.41-7,963,539.72 -7,963,774.08 8,604,567.49 27 06/27/2023 Item F. Wylie Economic Development Corporation Statement of Net Position As of May 31, 2023 Assets Cash and cash equivalents 12,314,528.82$ Receivables 120,000.00$ Note 1 Inventories 16,006,005.00$ Prepaid Items ‐$ Total Assets 28,440,533.82$ Deferred Outflows of Resources Pensions 67,748.55$ Total deferred outflows of resources 67,748.55$ Liabilities Accounts Payable and other current liabilities 23,214.47$ Unearned Revenue 1,200.00$ Note 2 Non current liabilities: Due within one year 256,785.73$ Note 3 Due in more than one year 15,621,027.23$ Total Liabilities 15,902,227.43$ Deferred Inflows of Resources Miscellaneous (100,000.00)$ Pensions (84,717.41)$ Total deferred inflows of resources (184,717.41)$ Net Position Net investment in capital assets ‐$ Unrestricted 12,421,337.53$ Total Net Position 12,421,337.53$ Note 1: Includes incentives in the form of forgivable loans for $20,000 (LUV‐ROS) and $100,000 (Glen Echo) Note 2: Deposits from rental property Note 3: Liabilities due within one year includes compensated absences of $32,301 28 06/27/2023 Item F. 6/8/2023 9:36:19 AM Page 1 of 3 Balance Sheet Account Summary As Of 05/31/2023 Account Name Balance Fund: 111 - WYLIE ECONOMIC DEVEL CORP Assets 111-1000-10110 CLAIM ON CASH AND CASH EQUIV.12,312,528.82 111-1000-10115 CASH - WEDC - INWOOD 0.00 111-1000-10135 ESCROW 0.00 111-1000-10180 DEPOSITS 2,000.00 111-1000-10198 OTHER - MISC CLEARING 0.00 111-1000-10341 TEXPOOL 0.00 111-1000-10343 LOGIC 0.00 111-1000-10481 INTEREST RECEIVABLE 0.00 111-1000-11511 ACCTS REC - MISC 0.00 111-1000-11517 ACCTS REC - SALES TAX 0.00 111-1000-12810 LEASE PAYMENTS RECEIVABLE 0.00 111-1000-12950 LOAN PROCEEDS RECEIVABLE 0.00 111-1000-12996 LOAN RECEIVABLE 0.00 111-1000-12997 ACCTS REC - JTM TECH 0.00 111-1000-12998 ACCTS REC - FORGIVEABLE LOANS 120,000.00 111-1000-14112 INVENTORY - MATERIAL/ SUPPLY 0.00 111-1000-14116 INVENTORY - LAND & BUILDINGS 16,006,005.00 111-1000-14118 INVENTORY - BAYCO/ SANDEN BLVD 0.00 111-1000-14310 PREPAID EXPENSES - MISC 0.00 111-1000-14410 DEFERRED OUTFLOWS 228,434.00 28,668,967.82Total Assets:28,668,967.82 Liability 111-2000-20110 FEDERAL INCOME TAX PAYABLE 873.15 111-2000-20111 MEDICARE PAYABLE 329.08 111-2000-20112 CHILD SUPPORT PAYABLE 0.00 111-2000-20113 CREDIT UNION PAYABLE 0.00 111-2000-20114 IRS LEVY PAYABLE 0.00 111-2000-20115 NATIONWIDE DEFERRED COMP 0.00 111-2000-20116 HEALTH INSUR PAY-EMPLOYEE 3,550.52 111-2000-20117 TMRS PAYABLE 8,463.80 111-2000-20118 ROTH IRA PAYABLE 0.00 111-2000-20119 WORKERS COMP PAYABLE 0.00 111-2000-20120 FICA PAYABLE 1,407.14 111-2000-20121 TEC PAYABLE 0.00 111-2000-20122 STUDENT LOAN LEVY PAYABLE 0.00 111-2000-20123 ALIMONY PAYABLE 0.00 111-2000-20124 BANKRUPTCY PAYABLE 0.00 111-2000-20125 VALIC DEFERRED COMP 0.00 111-2000-20126 ICMA PAYABLE 0.00 111-2000-20127 EMP. LEGAL SERVICES PAYABLE 0.00 111-2000-20130 FLEXIBLE SPENDING ACCOUNT 7,043.58 111-2000-20131 EDWARD JONES DEFERRED COMP 0.00 111-2000-20132 EMP CARE FLITE 12.00 111-2000-20133 Unemployment Comp Payable 0.01 111-2000-20151 ACCRUED WAGES PAYABLE 0.00 111-2000-20180 ADDIT EMPLOYEE INSUR PAY 69.74 111-2000-20199 MISC PAYROLL PAYABLE 0.00 111-2000-20201 AP PENDING 1,465.45 111-2000-20210 ACCOUNTS PAYABLE 0.00 111-2000-20530 PROPERTY TAXES PAYABLE 0.00 111-2000-20540 NOTES PAYABLE 228,434.00 111-2000-20810 DUE TO GENERAL FUND 0.00 29 06/27/2023 Item F. Balance Sheet As Of 05/31/2023 6/8/2023 9:36:19 AM Page 2 of 3 Account Name Balance 111-2000-22270 DEFERRED INFLOW 100,000.00 111-2000-22275 DEF INFLOW - LEASE PRINCIPAL 0.00 111-2000-22280 DEFERRED INFLOW - LEASE INT 0.00 111-2000-22915 RENTAL DEPOSITS 1,200.00 352,848.47Total Liability: Equity 111-3000-34110 FUND BALANCE - RESERVED 0.00 111-3000-34590 FUND BALANCE-UNRESERV/UNDESIG 27,675,325.94 27,675,325.94Total Beginning Equity: 2,800,685.34Total Revenue 2,159,891.93Total Expense 640,793.41Revenues Over/Under Expenses Total Liabilities, Equity and Current Surplus (Deficit):28,668,967.82 28,316,119.35Total Equity and Current Surplus (Deficit): 30 06/27/2023 Item F. Balance Sheet As Of 05/31/2023 6/8/2023 9:36:19 AM Page 3 of 3 Account Name Balance Fund: 922 - GEN LONG TERM DEBT (WEDC) Assets 0.00Total Assets:0.00 Liability 922-2000-28248 GOVCAP LOAN/SERIES 2022 7,817,937.04 7,817,937.04Total Liability: Total Liabilities, Equity and Current Surplus (Deficit):7,817,937.04 0.00Total Equity and Current Surplus (Deficit): *** FUND 922 OUT OF BALANCE ***-7,817,937.04 ***Warning: Account Authorization is turned on. Please run the Unauthorized Account Listing Report to see if you are out of balance due to missing accounts *** 31 06/27/2023 Item F. MONTH FY 2020 FY 2021 FY 2022 FY 2023 DECEMBER 226,663.94$ 235,381.33$ 263,577.66$ 338,726.54$ 75,148.88$ 28.51% JANUARY 218,520.22$ 262,263.52$ 326,207.92$ 368,377.73$ 42,169.80$ 12.93% FEBRUARY 362,129.18$ 456,571.35$ 417,896.79$ 480,381.11$ 62,484.32$ 14.95% MARCH 228,091.34$ 257,187.91$ 305,605.50$ 313,686.17$ 8,080.67$ 2.64% APRIL 203,895.57$ 221,881.55$ 265,773.80$ 310,050.94$ 44,277.14$ 16.66% MAY 289,224.35$ 400,371.70$ 401,180.20$ 434,878.33$ 33,698.14$ 8.40% JUNE 239,340.35$ 290,586.92$ 343,371.26$ JULY 296,954.00$ 314,559.10$ 331,432.86$ AUGUST 325,104.34$ 390,790.76$ 429,696.16$ SEPTEMBER 259,257.89$ 307,681.15$ 337,512.61$ OCTOBER 249,357.02$ 326,382.38$ 346,236.36$ NOVEMBER 384,953.89$ 411,813.32$ 392,790.84$ Sub-Total 3,283,492.09$ 3,875,470.98$ 4,161,281.96$ 2,246,100.83$ 265,858.95$ 14.02% Total 3,283,492.09$ 3,875,470.98$ 4,161,281.96$ 2,246,100.83$ 265,858.95$ 14.02% *** Sales Tax collections typically take 2 months to be reflected as Revenue. SlsTx receipts are then accrued back 2 months. Example: May SlsTx Revenue is actually March SlsTx and is therefore the 6th allocation in FY23. DIFF 22 vs. 23 % DIFF 22 vs. 23 Wylie Economic Development Corporation SALES TAX REPORT May 31, 2023 BUDGETED YEAR $0 $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 WEDC Sales Tax Analysis 2022 2023 32 06/27/2023 Item F. Wylie City Council AGENDA REPORT Department: WEDC Account Code: Prepared By: Jason Greiner Subject Tabled from 05-30-2023 Remove from table and consider Consider, and act upon, amendments to the Bylaws of the Wylie Economic Development Corporation. Recommendation Motion to approve this Item as presented. Discussion As Council will recall, this item was tabled at the May 30, 2023 City Council Meeting for consideration at the June 27, 2023 City Council Meeting. The Wylie Economic Development Board of Directors began the process of reviewing and discussing the need for modifications to the existing bylaws at the November 29, 2021 WEDC Work Session. At that time, the Board directed WEDC Staff to provide examples of bylaws and handbook material from other Type A Corporations for their individual review. In March 2022, the WEDC Board appointed Melisa Whitehead and Tim Gilchrist to a Subcommittee of the Board to review and recommend any modifications to the existing bylaws of the organization. Blake Brininstool was appointed to the Subcommittee in January 2023 due to the Board resignation of Tim Gilchrist. WEDC Bylaws require that a notice of proposed amendments is posted ten days in advance and any amendments/repeals/new bylaws require approval of four out of five Board Members prior to review/approval by City Council. Accordingly, the WEDC Board met at a Special Called Meeting on April 3, 2023 and voted unanimously to approve the Second Amended and Restated Bylaws of the Wylie Economic Development Corporation, subject to approval by Wylie City Council. While some modifications to the bylaws are routine in nature and include minor procedural/administrative revisions and updates, staff has provided additional detail concerning notable revisions to the proposed Second Amended Bylaws. 4.04 1h Amended - Director shall be hired by the Board, subject to City Council Approval and removed by a vote of 4 members of the Board, subject to Council Approval 4.04 4a v Amended to provide annual report to City Council no later than April 1. 4.06 Discussed term limits, but no significant changes. At this time, there are no term limits. 4.07 Amended - Annual Meeting of the Board in October. 4.08 Correction of numbering to include 4.08 and modification on subsequent sections; Updated to require attendance of 75% of the regularly scheduled Board Meetings. 4.14 Added Section 4.14 outlining the creation of the Board Member Handbook. 5.02 Amended this section to state that the Board only votes on the Vice President, who serves a 1-year term. VP then becomes President and shall serve a 1-year term. After the 1-year term the President shall revert back to a Board Member. The President and VP shall serve until the next Vice President is elected. Amended the Election Date from July to Oct. 5.09 and 7.03 Amended to include Director of Econ Dev authorization to make purchases and/or expenditures up to $25,000 without obtaining any approval or consent. 33 06/27/2023 Item 1. As defined within Section 3 of Ordinance No. 2022-01, the WEDC Board is subject to the Code of Conduct as an “Administrative Board” and is therefore required to comply with all standards of conduct approved by City Council. 34 06/27/2023 Item 1. SECOND AMENDED AND RESTATED BYLAWS OF WYLIE ECONOMIC DEVELOPMENT CORPORATION A TEXAS NON-PROFIT CORPORATION WYLIE, TEXAS ARTICLE I OFFICES 1.01 Registered Office and Registered Agent The Corporation shall have and continuously maintain in the State of Texas a registered Office, and a registered agent whose Office is identical with such registered Office, as required by Chapter 22 of the Texas Business Orginations Code. The Board of Directors may, from time to time, change the registered agent and/or the address of the registered office, provided that such change is appropriately reflected in these Bylaws and in the Articles of Incorporation. The registered office of the Corporation is located at, 250 South Hwy 78, Wylie, Texas 75098, and at such address is the Corporation, whose mailing address 250 South Hwy 78, Wylie, Texas 75098. The registered agent of the Corporation shall be the President of the Corporation. 1.02 Principal Office The principal office of the Corporation in the State of Texas shall be located in the City of Wylie, County of Collin, and it may be, but need not be, identical with the registered office of the Corporation. ARTICLE II PURPOSES 2.01 Purposes The Corporation is a non-profit corporation created under Section 4A of Tex.Rev.Civ.Stat.art. 5190.6, as amended from time to time, known as the Texas Development Corporation Act of 1979. The Corporaiton is now governed by Chapter 501 of the Local Government Code (the “Development Corporation Act”). The purpose of the Wylie Economic Development Corporation, is to promote and develop industrial and manufacturing enterprises to promote and encourage employment and the public welfare, in accordance with the Articles of Incorporation. ARTICLE III MEMBERS 3.01 Members The Corporation shall have no members. ARTICLE IV BOARD OF DIRECTORS 35 06/27/2023 Item 1. 4.01 Board of Directors The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors (the “Board”), appointed by the governing body of the City of Wylie, and subject to applicable limitations imposed by Chapter 22 of the Texas Business Orginations Code, the Development Corporation Act, the Articles of Incorporation, and these Bylaws. The Board may, by contract, resolution, or otherwise, give general or limited or special power and authority to the officers and employees of the Corporation to transact the general business or any special business of the Corporation, and may give powers of attorney to agents of the Corporation to transact any special business requiring such authorization. The Board may plan and direct its work through a Director of Economic Development, who will be charged with the responsibility of carrying out the Corporation’s program as adopted and planned by the Board. The Board may contract with another entity for the services of a director. 4.02 Number and Qualifications The authorized number of Directors of this Board shall be five (5). The Directors of the Corporation shall be appointed by and serve at the pleasure of the Wylie City Council. The number of Directors shall be five (5). Each Director shall meet at least one (1) of the following qualifications: (a) serve, or have served, as Chief Executive Officer of a company; or (b) serve, or have served, in a position of executive management of a company; or (c) serve, or have served, in a professional capacity. In addition to the above qualifications: (1) each Director must have lived in the City Limits or operated a business in the City Limits for a minimum of one (1) year; and (2) each Director must live in the City Limits during the tenure of office. The City Council shall consider an individual’s experience, accomplishments, and educational background in appointing members to the Board to ensure that the interests and concerns of all segments of the community are considered. The Board may make recommendations of individuals to the council for appointment to the Board. 4.03 Bonds and Insurance The corporation shall all provide a General Liability Policy, including Board Members, and a Public Officials Liability Policy for Board Members of not less than one million dollars ($1,000,000.00). The corporation shall also provide a Fidelity Bond covering all employees and Board Members of not less than one hundred thousand dollars ($100,000.00). The bonds and insurance referred to in this section shall be considered for the faithful accounting of all moneys and things of value coming into the hands of the offices. The bonds and insurance shall be obtained from accredited, surety, and insurance companies authorized to do business in the State of Texas. All premiums for the liability insurance and fidelity bonds will be maintained and funded at the 36 06/27/2023 Item 1. total expense of the corporation. Copies of bonds and insurance policies shall be filed with the City Secretary, and furnished to the corporation and Board Members. 4.04 General Duties of the Board 1. The Board shall develop an overall economic development plan for the City which shall include and set forth intermittent and/or short term goals which the Board deems necessary to accomplish compliance with its overall economic development plan. Such plan shall be approved by the City Council of the City of Wylie. The overall development plan developed by the Board shall be one that includes the following elements: a. An economic development strategy to permanently bolster the business climate throughout the city. b. Strategies to fully utilize the assets of the city which enhance economic development. c. Identification of strategies to coordinate public, private, military and academic resources to develop and enhance business opportunities for all citizens of Wylie. This plan shall include methods to improve communication and cooperation between the above mentioned entities. d. Assurance of accountability of all tax moneys expended for the implementation of the overall economic development plan. e. Identification of strategies and provide for implementation of identified strategies for direct economic development as defined in this section. f. An annual work plan outlining the activities, tasks, projects and programs to be undertaken by the Board during the upcoming fiscal year. g. To assist the Board in the implementation of the overall economic development plan, the Board may seek out and employ a Director of Economic Development. The Director of Economic Development shall be responsible to the Board and shall act as the Board’s chief administrative officer and shall assist the Board in carrying out the duties of the Board as set forth in this section. The Board shall, in the annual budget, make provisions for the Compensation to be paid to the Director of Economic Development and such compensation so established by the Board shall comprise the salary and benefits paid to the Director of Economic Development for his/her services. h. The Director of Economic Development shall be hired by the Board, subject to final approval by the Wylie City Council, and may be removed by a vote of 3 members of the Board, subject to final approval by the Wylie City Council. 2. The Board shall review and update its overall economic development plan from time to time to ensure that said plan is up to date with the current economic climate and is capable of meeting Wylie’s current economic development needs. 3. The Board shall expend, in accordance with State law, the tax funds received by it on direct economic development where such expenditures will have a direct benefit to the citizens of Wylie. As used herein, “direct economic development” shall mean the expenditure of such tax funds for 37 06/27/2023 Item 1. programs that directly accomplish or aid in the accomplishment of creating identifiable new jobs or retaining identifiable existing jobs including job training and/or planning and research activities necessary to promote said job creation. The Corporation’s focus will be primarily in the areas of: a. Business retention and expansion b. Business attraction 4. Wylie Economic Development Corporation shall make reports to the City Council of the City of Wylie. The Wylie Economic Development Corporation shall discharge this requirement by reporting to the City Council in the following manner: a. Wylie Economic Development Corporation shall make a detailed report to the City Council once each year. Such report shall include, but not be limited to, the following: i. A review of all expenditures made by the Board in connection with their activities involving direct economic development as defined in this article, together with a report of all other expenditures made by the Board. ii. A review of the accomplishments of the Board in the area of direct economic development. iii. The policies and strategy followed by the Board in relation to direct economic development together with any proposed changes in such activities. iv. A review of the activities of the Board in areas of endeavor other than direct economic development together with any proposed changes in such activities. v. The annual required report shall be made to the City Council no later than April 1 of each year. vi. The annual report shall be considered by the City Council for its review and acceptance. b. The Board shall be regularly accountable to the City Council for all activities undertaken by them or on their behalf, and shall report on all activities of the Board, whether discharged directly by the Board or by any person, firm, corporation, agency, association or other entity on behalf of the Board. This report shall be made by the Board to the City Council semi-annually with the first report being made each succeeding six (6) months. The semi-annual report shall include the following: i. Accomplishments to date as compared with the overall plan or strategy for direct economic development. ii. Anticipated short term challenges during the next semi-annual reporting period together with recommendations to meet such short term challenges. iii. Long term issues to be dealt with over the succeeding twelve- month period or longer period of time, together with recommendations to meet such issues with emphasis to be placed on direct economic development. iv. A recap of all budgeted expenditures to date, together with a recap of budgeted 38 06/27/2023 Item 1. funds left unexpended and any commitment made on said unexpended funds. 4.05 Implied Duties The Wylie Economic Development Corporation is authorized to do that which the Board deems desirable to accomplish any of the purposes or duties set out or alluded to in Section 4.04 of these Bylaws and in accordance with State law. 4.06 Tenure Directors will be elected to serve terms of three (3) years. No person may be elected to serve more than three (3) consecutive full terms as a Director, provided, however, that the Directors currently serving on the Board as of the effective date that these Bylaws shall all be treated as if they are each in their first term as a Director for purposes of term limitations. For example, if a Director is in the third (3rd) year of their current term, then upon expiration of their existing term, that Director will be eligible to serve up to two (2) more terms of three (3) years each if elected in accordance with these Bylaws. 4.07 Meetings; Notice; Conduct The Board shall attempt to meet at least once each month within the city of Wylie, at a place and time to be determined by the President. All meetings of the Board shall provide notice thereof as provided and as required by the Open Meetings Act. Any member of the Board may request that an item be placed on the agenda by delivering the same in writing to the secretary of the Board prior to the posting of the notice required by the Open Meetings Act. The President of the Board shall set regular meeting dates and times at the beginning of his/her term. Special Meetings may be called by any member of the Board in accordance with the provisions of the Open Meetings Act. The notice shall contain information regarding the particular time, date, and location of the meeting and the agenda to be considered. All meetings shall be conducted in accordance with the Open Meetings Act. The annual meeting of the Board of Directors shall be held in October of each year. The Board may retain the services of a recording secretary if required. 4.08 Attendance; Vacancy Regular attendance of the Board meetings is required of all Members. The following number of absences may require replacement of a member: three (3) consecutive absences, or attendance reflecting absenc es constituting 25% of the Board’s regular meetings over a 12-month period. In the event that the Board elects to replace the member violating the attendance requirements, the member will be notified by the President and, subsequently, the President shall submit in writing to the City Secretary the need to replace the Board member in question. Any vacancy on the Board shall be filled by appointment by the City Council of a new member or members meeting the qualifications set out in Section 4.02 above. When a person is appointed to fill a vacancy on the Board of Directors to finish out the remainder of a former Director’s term, the term served by the appointee shall not count as a full term by such appointee for purposes of the term limits set forth in Section 4.06 above. 4.09 Quorum A majority of the entire membership of the Board of Directors shall constitute a quorum and shall be required to convene a meeting. If there is an insufficient number of Directors present to convene the 39 06/27/2023 Item 1. meeting, the presiding officer shall adjourn the meeting. 4.10 Compensation The duly appointed members of the Board shall serve without compensation, but shall be reimbursed for actual or commensurate cost of travel, lodging and incidental expense while on official business of the Board in accordance with State law. 4.11 Voting; Action of the Board of Directors Directors must be present in order to vote at any meeting. Unless otherwise provided in these Bylaws or in the Articles of Incorporation or as required by law, the act of a simple majority present shall be the act of the Board of Directors. In the event that a Director is aware of a conflict of interest or potential conflict of interest, with regard to any particular vote, the Director shall bring the same to the attention of the meeting and shall abstain from the vote, unless the Board determines that no conflict of interest exists. Any Director may bring to the attention of the meeting any apparent conflict of interest or potential conflict of interest of any other Director, in which case the Board shall determine whether a true conflict of interest exists before any vote shall be taken regarding that particular matter. The Director as to whom a question of interest has been raised shall refrain from voting with regard to the determination as to whether a true conflict exists. 4.12 Board’s Relationship with City Council In accordance with State law, the City Council shall require that the Wylie Economic Development Corporation be responsible to it for the proper discharge of its duties assigned in this article. The Board shall determine its policies and direction within the limitations of the duties herein imposed by applicable laws, the Articles of Incorporation, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. 4.13 Board’s Relationship with Administrative Departments of the City Any request for services made to the administrative departments of the City shall be made by the Board of its designee in writing to the City Manager. The City Manager may approve such request for assistance from the Board when he/she finds such requested services are available within the administrative departments of the City and that the Board has agreed to reimburse the administrative department’s budget for the costs of such services so provided. 4.14 Board Handbook The Board has established a Board Member Handbook setting forth additional expections and requirements applicable to members of the Board. All Board members shall be given a copy of the Board Member Handbook and shall familiarize themselves with its contents. The Board Member Handbook may be modified by the Board from time to time. ARTICLE V OFFICERS 5.01 Officers of the Corporation The elected officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer. The Board may resolve to elect one or more Assistant Secretaries or one or more Assistant Treasurers as it 40 06/27/2023 Item 1. may consider desirable. Such officers shall have the authority and perform the duties of the office as the Board may from time to time prescribe or as the Secretary or Treasurer may from time to time delegate to his/her respective Assistant. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary. 5.02 Selection of Officers The Vice President shall be elected by the Board and shall serve a term of one (1) year. On the expiration of the term of office of the Vice President, the Vice President shall succeed to the office of President, the then-current President shall cease to be President but shall continue as a member of the Board, and the Board shall elect a new Vice President from among its Members to hold such office. The term of office of the President and Vice President shall always be for a period of one year; provided, however, that the President and Vice President continue to serve until the election of the new Vice President. The Secretary and Treasurer shall be selected by the members of the Board and shall hold office for a period of one (1) year; provided, however, that they shall continue to serve until the election of their successors. Elections shall be held in October at a regular or special meeting of the Board. Any officer meeting the qualifications of these Bylaws may be elected to succeed himself/herself or to assume any other office of the Corporation. 5.03 Vacancies Vacancies in any office which occur by reason of death, resignation, disqualification, removal, or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term of that office in the same manner as other officers are elected to office. 5.04 President 1. The President shall be the presiding officer of the Board with the following authority: a. Shall preside over all meetings of the Board. b. Shall have the right to vote on all matters coming before the Board. c. Shall have the authority, upon notice to the members of the Board, to call a special meeting of the Board when in his/her judgment such meeting is required. d. Shall have the authority to appoint standing committees to aid and assist the Board in its business undertakings of other matters incidental to the operation and functions of the Board. e. Shall have the authority to appoint ad hoc committees which may address issues of a temporary nature or concern or which have a temporary affect on the business of the Board. 2. In addition to the above mentioned duties, the President shall sign with the Secretary of the Board any deed, mortgage, bonds, contracts, or other instruments which the Board of Directors has approved and unless the execution of said document has been expressly delegated to some other officer or agent of the Corporation, including the Director of Economic Development, by appropriate Board 41 06/27/2023 Item 1. resolution, by a specific provision of these Bylaws, or by statute. In general, the President shall perform all duties incident to the office, and such other duties as shall be prescribed from time to time by the Board of Directors. 5.05 Vice President In the absence of the President, or in the event of his/her inability to act, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all power of and be subject to all the same restrictions as upon the President. The Vice President shall also perform other duties as from time to time may be assigned to him/her by the President. 5.06 Secretary The Secretary shall keep or cause to be kept, at the registered office a record of the minutes of all meetings of the Board and of any committees of the Board. The Secretary shall also file a copy of said Minutes with the City and the same to be given, in accordance with the provisions of these Bylaws, or as required by the Open Meetings Act or the Open Records Act or other applicable law. The Secretary shall be custodian of the corporate records and seal of the Corporation, and shall keep a register of the mailing address and street address, if different, of each director. 5.07 Treasurer The Treasurer shall be bonded for the faithful discharge of his/her duties with such surety or sureties and in such sum as the Board of Directors shall determine by Board resolution, but in no event shall the amount of such bond be less than an amount equal to the average of the sums which the Treasurer has access to and the ability to convert during a twelve (12) month period of time. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation. The Treasurer shall receive and give receipt for money due and payable to the Corporation from any source whatsoever, and shall deposit all such moneys in the name of the Corporation in such bank, trust corporation, and/or other depositories as shall be specified in accordance with Article VII of these Bylaws. The treasurer shall, in general, perform all the duties incident to that office, and such other duties as from time to time assigned to him/her by the President of the Board. 5.08 Assistant Secretaries and Assistant Treasurers The Assistant Secretaries and Assistant Treasurers, if any, shall in general, perform such duties as may be assigned to them by the Secretary or the Treasurer, or by the President of the Board of Directors. 5.09 Director of Economic Development The Corporation may employ a Director of Economic Development. The Director of Economic Development shall serve as the Chief Executive Officer of the Corporation and shall oversee all administrative functions of the Corporation. The Director shall develop policies and procedures for the Corporation including financial, accounting, and purchasing policies and procedures to be approved by the Board and City Council. The Director of Economic Development is hereby authorized to make purchases and/or expenditures not exceeding $25,000.00 without obtaining any approval or consent. 5.10 Other Employees The Corporation may employ such full or part-time employees as needed to carry out the programs of the Corporation. 42 06/27/2023 Item 1. 5.11 Contracts for Services The Corporation may contract with any qualified and appropriate person, association, corporation or governmental entity to perform and discharge designated tasks which will aid or assist the Board in the performance of its duties. However, no such contract shall ever be approved or entered into which seeks or attempts to divest the Board of Directors of its discretion and policy-making functions in discharging the duties herein above set forth in this section. ARTICLE VI COMMITTEES 6.01 Qualifications for Committee Membership Members of committees shall be appointed by the President, and approved by the Board. Committee members need not be members of the Wylie Economic Development Corporation unless required by these Bylaws or Board resolution. 6.02 Standing Committees The President shall have authority to appoint the following standing committees of the Board and such other committees as the Board may deem appropriate in the future: Budget, Finance and Audit Committee: This committee shall have the responsibility of working with the Director, or the contractual entity performing as Director as the case may be, in the formation and promotion of the annual budget of the Board. The Committee shall present such budget to the Board and, upon approval, shall present, in accordance with these Bylaws, said budget to the City Council. In addition to the preparation of the budget, the committee shall keep the Board advised in such matters. The Committee shall further have the responsibility to oversee and work with auditors of the City or outside auditors when audits of the Board are being performed. Committee for Business Retention and Expansion: This committee shall work with the Director of Economic Development and shall keep the Board informed of all development and activities concerning business retention and expansion. Committee for New Business Attraction and Recruitment: This committee shall work with the Director of Economic Development and shall keep the Board informed of all developments and activities concerning business attraction and recruitment. 6.03 Special Committees The President may determine from time to time that other committees are necessary or appropriate to assist the Board of Directors, and shall designate, subject to Board approval, the members of the respective committees. No such committee shall have independent authority to act for or instead of the Board of Directors with regard to the following matters: amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Director or Officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the 43 06/27/2023 Item 1. Corporation or revoking the proceedings thereof; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and delegation to that committee of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or on him/her by law or these Bylaws. 6.04 Term of Committee Members Each member of a committee shall continue as such until the next appointment of the Board of Directors and until his/her successor on the committee is appointed, unless the committee shall be sooner terminated or unless such member has ceased to serve on the Board of Directors, or unless such member be removed from such committee. Any committee member may be removed from committee membership by the President, with Board approval, whenever in their judgment the best interests of the Corporation would be served by such removal. 6.05 Vacancies on Committees Vacancies in the membership of any committee may be filled in the same manner as provided with regard to the original appointments to that committee. 6.6 Ex-Officio Members The City Manager or his/her designee and the Mayor or his/her designee may attend all meetings of the Board of Directors or Committees. These representatives shall not have the power to vote in the meetings they attend. Their attendance shall be for the purpose of ensuring that information about the meeting is accurately communicated to the City Council and to satisfy the City Council obligation to control the powers of the Corporation. ARTICLE VII FINANCIAL ADMINISTRATION The Corporation may contract with the City for financial and accounting services. The Corporation’s financing and accounting records shall be maintained according to the following guidelines: 7.01 Fiscal Year The fiscal year of Corporation shall begin on October 1 and end on September 30 of the following year. 7.02 Budget A budget for the forthcoming fiscal year shall be submitted to, and approved by, the Board of Directors and the City Council of the City of Wylie. In submitting the budget to the City Council, the Board of Directors shall submit the budget on forms prescribed by the City Manager and in accordance with the annual budget preparation schedule as set forth by the City Manager. The budget shall be submitted to the City Manager for inclusion in the annual budget presentation to the City Council. 44 06/27/2023 Item 1. 7.03 Contracts As provided in Article V above, the President and Secretary shall execute any contracts or other instruments which the Board has approved and authorized to be executed, provided, however, that the Board may by appropriate resolution authorize any other officer or officers or any other agent or agents, including the Director of Economic Development, to enter into contracts or execute and deliver any instrument in the name and on behalf of the Corporation. Notwithstanding the foregoing, the Director of Economic Development has been authorized to make certain purchases and expenditures without additional approval or consent pursuant to Section 5.09 of these bylaws. Such authority may be confined to specific instances or defined in general terms. When appropriate, the Board may grant a specific or general power of attorney to carry out some action on behalf of the Board, provided, however that no such power of attorney may be granted unless an appropriate resolution of the Board authorizes the same to be done. 7.04 Checks and Drafts All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed or bear the facsimile of the President or the Treasurer, or such other person as designated by the Board or otherwise authorized pursuant to these Bylaws. 7.05 Deposits All funds of the Wylie Economic Development Corporation shall be deposited on a regular basis to the credit of the Corporation in a local bank which shall be federally insured. 7.06 Gifts The Wylie Economic Development Corporation may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. 7.07 Purchasing All purchases made and contracts executed by the Corporation shall be made in accordance with the requirements of the Texas Constitution and statutes of the State of Texas, and any other laws, rules, ore regulations applicable to the Corporation. 7.08 Investments Temporary and idle funds which are not needed for immediate obligations of the Corporation may be invested in any legal manner in accordance with Chapter 2256 of the Texas Government Code (the Public Funds Investment Act). 7.09 Bonds Any bonds issued by the Corporation shall be in accordance with the statute governing this corporation but in any event, no bonds shall be issued without approval of the City Council after review and comment by the city’s bond counsel and financial advisor. 45 06/27/2023 Item 1. 7.10 Uncommitted Funds Any uncommitted funds of the Corporation at the end of the fiscal year shall be considered a part of the Fund Balance. The Undesignated Fund Balance may be committed for any legal purpose provided the Corporation’s Board of Directors and the City Council both approve such commitment. This may include the establishment of a Permanent Reserve Fund which shall be accumulated for the purpose of using the interest earnings of such fund to finance the operation of the Corporation. ARTICLE VIII BOOKS AND RECORDS 8.01 Books and Records The Corporation shall keep correct and complete books and records of all actions of the Corporation, including books and records of account and the minutes of meeting of the Board of Directors and of any committee having any authority of the Board and to the City Council. All books and records of the Corporation may be inspected by Directors of the Corporation or his/her agent or attorney at any reasonable time; and any information which may be designated as public information by law shall be open to public inspection at any reasonable time. Chapter 551 of the Texas Government Code (the “Open Meetings Act”) and Chapter 552 of the Texas Govement Code (the “Open Recods Act”) shall apply to disclosure of public information. The Board of Directors shall provide for an annual financial audit to be performed by a competent independent audit firm. 8.02 Monthly Reports The Corporation shall provide the City Council monthly summaries of proposed dispersal of funds for anticipated projects, and funds that are dispersed over $50,000.00. ARTICLE IX SEAL 9.01 Seal The Board of Directors may obtain a corporate seal which shall bear the words “Wylie Economic Development Corporation”; the Board may thereafter use the corporate seal and may later alter the seal as necessary without changing the corporate name; but these Bylaws shall not be construed to require the use of the corporate seal. ARTICLE X PROGRAM 10.01 Authorization The Corporation shall carry out its program subject to its Articles of Incorporation and these Bylaws, and such resolutions as the Board may from time to time authorize. 10.02 Program 46 06/27/2023 Item 1. The program of the Wylie Economic Development Corporation shall be to assist, stimulate, and enhance economic development in Wylie, Texas, subject to applicable State and Federal law, these Bylaws, and the Articles of Incorporation. ARTICLE XI PARLIAMENTARY AUTHORITY 11.01 Amendments to Bylaws These Bylaws may be amended or repealed and new Bylaws may be adopted by an affirmative vote of four (4) of the authorized Directors serving on the Board, at a special or regular meeting of the Directors held for such specific purpose, and the notice requirements stated herein above regarding special and regular meetings shall apply. The Directors of the Corporation present at a properly called meeting of the Board may, by a vote of four (4), in accord with the requirements of Article IV herein above, amend or repeal and institute new Bylaws, provided that at least ten (10) days prior to the meeting, written notice setting forth the proposed action shall have been given to the directors, and public notice regarding such action given according the requirements of the Open Meetings Act. Notwithstanding the foregoing, no amendment shall become effective unless the City Council approves the amendment. ARTICLE XII DISSOLUTION 12.01 Dissolution On petition of ten (10) percent or more of the registered voters of the City of Wylie requesting an election on the dissolution of the Corporation, the City Council shall order an election on the issue. The election must be conducted according to the applicable provision of the Election Code. The ballot for the election shall be printed to provide for voting for or against the proposition: “Dissolution of the Wylie Economic Development Corporation” If a majority of voters voting on the issue approve the dissolution, the Corporation shall continue operations only as necessary to pay the principal of and interest on its bonds and to meet obligations incurred before the date of the election and, to the extent practicable, shall dispose of its assets and apply the proceeds to satisfy those obligations. When the last of the obligations is satisfied, any remaining assets of the Corporation shall be transferred to the City, and the Corporation is dissolved. ARTICLE XIII INDEMNITY 13.01 Indemnity The Board of Directors shall authorize the Corporation to pay or reimburse any current or former Director or Officer of the Corporation for any costs, expenses, fines, settlements, judgments, and other amounts, actually and reasonably incurred by such person in any action, suit, or proceeding to which he or she is made a party by reason of holding such position as Officer or Director; provided, however, that such Officer or Director shall not receive such indemnification if he/she be finally adjudicated in such 47 06/27/2023 Item 1. instance to be guilty of negligence or misconduct in office. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. The Board of Directors may, in proper cases, extend the indemnification to cover the good faith settlement of any such action, suit, or proceedings, whether formally instituted or not. ARTICLE XIV MISCELLANEOUS 14.01 Relation to Articles of Incorporation These Bylaws are subject to, and governed by, the Articles of Incorporation and applicable State statutes under which the Corporation is organized. 48 06/27/2023 Item 1. SECOND AMENDED AND RESTATED BYLAWS OF WYLIE ECONOMIC DEVELOPMENT CORPORATION A TEXAS NON-PROFIT CORPORATION WYLIE, TEXAS ARTICLE I OFFICES 1.01 Registered Office and Registered Agent The Corporation shall have and continuously maintain in the State of Texas a registered Office, and a registered agent whose Office is identical with such registered Office, as required by Chapter 22 of the Texas Business Organizations Code. The Board of Directors may, from time to time, change the registered agent and/or the address of the registered office, provided that such change is appropriately reflected in these Bylaws and in the Articles of Incorporation. The registered office of the Corporation is located at, 250 South Hwy 78, Wylie, Texas 75098, and at such address is the Corporation, whose mailing address 250 South Hwy 78, Wylie, Texas 75098. The registered agent of the Corporation shall be the President of the Corporation. 1.02 Principal Office The principal office of the Corporation in the State of Texas shall be located in the City of Wylie, County of Collin, and it may be, but need not be, identical with the registered office of the Corporation. ARTICLE II PURPOSES 2.01 Purposes The Corporation is a non-profit corporation created under Section 4A of Tex.Rev.Civ.Stat.art. 5190.6, as amended from time to time, known as the Texas Development Corporation Act of 1979. The Corporation is now governed by Chapter 501 of the Local Government Code (the “Development Corporation Act”). The purpose of the Wylie Economic Development Corporation is to promote and develop industrial and manufacturing enterprises to promote and encourage employment and the public welfare, in accordance with the Articles of Incorporation. ARTICLE III MEMBERS 3.01 Members The Corporation shall have no members. ARTICLE IV BOARD OF DIRECTORS 4.01 Board of Directors The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors (the “Board”), appointed by the governing body of the City of Wylie, and subject to applicable limitations imposed by Chapter 22 of the Texas Business Organizations Code, the Development Corporation Act, the Articles of Incorporation, and these Bylaws. The Board may, by contract, resolution, or otherwise, give general or limited or special power and authority to the officers and employees of the Corporation to transact the general business or any special business of the Corporation, and may give powers of attorney to agents of the Corporation to transact any special business requiring such authorization. The Board may plan and direct its work through a Director of Economic Development, who will be charged with the responsibility of carrying out the Corporation’s program as adopted and planned by the Board. The Board may contract with another entity for the services of a director. 4.02 Number and Qualifications The authorized number of Directors of this Board shall be five (5). The Directors of the Corporation shall be appointed by and serve at the pleasure of the Wylie City Council. The number of Directors shall be five (5). Each Director shall meet at least one (1) of the following qualifications: (a) serve, or have served, as Chief Executive Officer of a company; or (b) serve, or have served, in a position of executive management of a company; or (c) serve, or have served, in a professional capacity. In addition to the above qualifications: (1) each Director must have lived in the City Limits or operated a business in the City Limits for a minimum of one (1) year; and (2) each Director must live in the City Limits during the tenure of office. The City Council shall consider an individual’s experience, accomplishments, and educational background in appointing members to the Board to ensure that the interests and concerns of all segments of the community are considered. The Board may make recommendations of individuals to the council for appointment to the Board. 4.03 Bonds and Insurance The corporation shall all provide a General Liability Policy, including Board Members, and a Public Officials Liability Policy for Board Members of not less than one million dollars ($1,000,000.00). The corporation shall also provide a Fidelity Bond covering all employees and Board Members of not less than one hundred thousand dollars ($100,000.00). The bonds and insurance referred to in this section shall be considered for the faithful accounting of all moneys and things of value coming into the hands of the offices. The bonds and insurance shall be obtained from accredited, surety, and insurance companies authorized to do business in the State of Texas. All premiums for the liability insurance and fidelity bonds will be maintained and funded at the total expense of the corporation. Copies of bonds and insurance policies shall be filed with the City Secretary and furnished to the corporation and Board Members. 4.04 General Duties of the Board 1. The Board shall develop an overall economic development plan for the City which shall include and set forth intermittent and/or short-term goals which the Board deems necessary to accomplish compliance with its overall economic development plan. Such plan shall be approved by the City Council of the City of Wylie. The overall development plan developed by the Board shall be one that includes the following elements: a. An economic development strategy to permanently bolster the business climate throughout the city. b. Strategies to fully utilize the assets of the city which enhance economic development. c. Identification of strategies to coordinate public, private, military, and academic resources to develop and enhance business opportunities for all citizens of Wylie. This plan shall include methods to improve communication and cooperation between the above- mentioned entities. d. Assurance of accountability of all tax moneys expended for the implementation of the overall economic development plan. e. Identification of strategies and provide for implementation of identified strategies for direct economic development as defined in this section. f. An annual work plan outlining the activities, tasks, projects, and programs to be undertaken by the Board during the upcoming fiscal year. g. To assist the Board in the implementation of the overall economic development plan, the Board may seek out and employ a Director of Economic Development. The Director of Economic Development shall be responsible to the Board and shall act as the Board’s chief administrative officer and shall assist the Board in carrying out the duties of the Board as set forth in this section. The Board shall, in the annual budget, make provisions for the Compensation to be paid to the Director of Economic Development and such compensation so established by the Board shall comprise the salary and benefits paid to the Director of Economic Development for his/her services. h. The Director of Economic Development shall be hired by the Board, subject to final approval by the Wylie City Council, and may be removed by a vote of 3 members of the Board, subject to final approval by the Wylie City Council. 2. The Board shall review and update its overall economic development plan from time to time to ensure that said plan is up to date with the current economic climate and is capable of meeting Wylie’s current economic development needs. 3. The Board shall expend, in accordance with State law, the tax funds received by it on direct economic development where such expenditures will have a direct benefit to the citizens of Wylie. As used herein, “direct economic development” shall mean the expenditure of such tax funds for programs that directly accomplish or aid in the accomplishment of creating identifiable new jobs or retaining identifiable existing jobs including job training and/or planning and research activities necessary to promote said job creation. The Corporation’s focus will be primarily in the areas of: a. Business retention and expansion b. Business attraction 4. Wylie Economic Development Corporation shall make reports to the City Council of the City of Wylie. The Wylie Economic Development Corporation shall discharge this requirement by reporting to the City Council in the following manner: a. Wylie Economic Development Corporation shall make a detailed report to the City Council once each year. Such report shall include, but not be limited to, the following: i. A review of all expenditures made by the Board in connection with their activities involving direct economic development as defined in this article, together with a report of all other expenditures made by the Board. ii. A review of the accomplishments of the Board in the area of direct economic development. iii. The policies and strategy followed by the Board in relation to direct economic development together with any proposed changes in such activities. iv. A review of the activities of the Board in areas of endeavor other than direct economic development together with any proposed changes in such activities. v. The annual required report shall be made to the City Council no later than April 1 of each year. vi. The annual report shall be considered by the City Council for its review and acceptance. b. The Board shall be regularly accountable to the City Council for all activities undertaken by them or on their behalf, and shall report on all activities of the Board, whether discharged directly by the Board or by any person, firm, corporation, agency, association, or other entity on behalf of the Board. This report shall be made by the Board to the City Council semi-annually with the first report being made each succeeding six (6) months. The semi-annual report shall include the following: i. Accomplishments to date as compared with the overall plan or strategy for direct economic development. ii. Anticipated short term challenges during the next semi-annual reporting period together with recommendations to meet such short-term challenges. iii. Long term issues to be dealt with over the succeeding twelve- month period or longer period of time, together with recommendations to meet such issues with emphasis to be placed on direct economic development. iv. A recap of all budgeted expenditures to date, together with a recap of budgeted funds left unexpended and any commitment made on said unexpended funds. 4.05 Implied Duties The Wylie Economic Development Corporation is authorized to do that which the Board deems desirable to accomplish any of the purposes or duties set out or alluded to in Section 4.04 of these Bylaws and in accordance with State law. 4.06 Tenure Directors will be elected to serve terms of three (3) years, and Directors may serve for an unlimited number of consecutive terms. 4.07 Meetings; Notice; Conduct The Board shall attempt to meet at least once each month within the city of Wylie, at a place and time to be determined by the President. All meetings of the Board shall provide notice thereof as provided and as required by the Open Meetings Act. Any member of the Board may request that an item be placed on the agenda by delivering the same in writing to the secretary of the Board prior to the posting of the notice required by the Open Meetings Act. The President of the Board shall set regular meeting dates and times at the beginning of his/her term. Special Meetings may be called by any member of the Board in accordance with the provisions of the Open Meetings Act. The notice shall contain information regarding the particular time, date, and location of the meeting and the agenda to be considered. All meetings shall be conducted in accordance with the Open Meetings Act. The annual meeting of the Board of Directors shall be held in October of each year. The Board may retain the services of a recording secretary if required. 4.08 Attendance; Vacancy Regular attendance of the Board meetings is required of all Members. The following number of absences may require replacement of a member: three (3) consecutive absences, or attendance reflecting absences constituting 25% of the Board’s regular meetings over a 12-month period. In the event that the Board elects to replace the member violating the attendance requirements, the member will be notified by the President and, subsequently, the President shall submit in writing to the City Secretary the need to replace the Board member in question. Any vacancy on the Board shall be filled by appointment by the City Council of a new member or members meeting the qualifications set out in Section 4.02 above. When a person is appointed to fill a vacancy on the Board of Directors to finish out the remainder of a former Director’s term, the term served by the appointee shall not count as a full term by such appointee for purposes of the term limits set forth in Section 4.06 above. 4.09 Quorum A majority of the entire membership of the Board of Directors shall constitute a quorum and shall be required to convene a meeting. If there is an insufficient number of Directors present to convene the meeting, the presiding officer shall adjourn the meeting. 4.10 Compensation The duly appointed members of the Board shall serve without compensation but shall be reimbursed for actual or commensurate cost of travel, lodging and incidental expense while on official business of the Board in accordance with State law. 4.11 Voting; Action of the Board of Directors Directors must be present in order to vote at any meeting. Unless otherwise provided in these Bylaws or in the Articles of Incorporation or as required by law, the act of a simple majority present shall be the act of the Board of Directors. In the event that a Director is aware of a conflict of interest or potential conflict of interest, with regard to any particular vote, the Director shall bring the same to the attention of the meeting and shall abstain from the vote, unless the Board determines that no conflict of interest exists. Any Director may bring to the attention of the meeting any apparent conflict of interest or potential conflict of interest of any other Director, in which case the Board shall determine whether a true conflict of interest exists before any vote shall be taken regarding that particular matter. The Director as to whom a question of interest has been raised shall refrain from voting with regard to the determination as to whether a true conflict exists. 4.12 Board’s Relationship with City Council In accordance with State law, the City Council shall require that the Wylie Economic Development Corporation be responsible to it for the proper discharge of its duties assigned in this article. The Board shall determine its policies and direction within the limitations of the duties herein imposed by applicable laws, the Articles of Incorporation, these Bylaws, contracts entered into with the City, and budget and fiduciary responsibilities. 4.13 Board’s Relationship with Administrative Departments of the City Any request for services made to the administrative departments of the City shall be made by the Board of its designee in writing to the City Manager. The City Manager may approve such request for assistance from the Board when he/she finds such requested services are available within the administrative departments of the City and that the Board has agreed to reimburse the administrative department’s budget for the costs of such services so provided. 4.14 Board Handbook The Board has established a Board Member Handbook setting forth additional expectations and requirements applicable to members of the Board. All Board members shall be given a copy of the Board Member Handbook and shall familiarize themselves with its contents. The Board Member Handbook may be modified by the Board from time to time. ARTICLE V OFFICERS 5.01 Officers of the Corporation The elected officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer. The Board may resolve to elect one or more Assistant Secretaries or one or more Assistant Treasurers as it may consider desirable. Such officers shall have the authority and perform the duties of the office as the Board may from time to time prescribe or as the Secretary or Treasurer may from time-to-time delegate to his/her respective Assistant. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary. 5.02 Selection of Officers The Vice President shall be elected by the Board and shall serve a term of one (1) year. On the expiration of the term of office of the Vice President, the Vice President shall succeed to the office of President, the then-current President shall cease to be President but shall continue as a member of the Board, and the Board shall elect a new Vice President from among its Members to hold such office. The term of office of the President and Vice President shall always be for a period of one year; provided, however, that the President and Vice President continue to serve until the election of the new Vice President. The Secretary and Treasurer shall be selected by the members of the Board and shall hold office for a period of one (1) year; provided, however, that they shall continue to serve until the election of their successors. Elections shall be held in October at a regular or special meeting of the Board. Any officer meeting the qualifications of these Bylaws may be elected to succeed himself/herself or to assume any other office of the Corporation. 5.03 Vacancies Vacancies in any office which occur by reason of death, resignation, disqualification, removal, or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term of that office in the same manner as other officers are elected to office. 5.04 President 1. The President shall be the presiding officer of the Board with the following authority: a. Shall preside over all meetings of the Board. b. Shall have the right to vote on all matters coming before the Board. c. Shall have the authority, upon notice to the members of the Board, to call a special meeting of the Board when in his/her judgment such meeting is required. d. Shall have the authority to appoint standing committees to aid and assist the Board in its business undertakings of other matters incidental to the operation and functions of the Board. e. Shall have the authority to appoint ad hoc committees which may address issues of a temporary nature or concern or which have a temporary effect on the business of the Board. 2. In addition to the above mentioned duties, the President shall sign with the Secretary of the Board any deed, mortgage, bonds, contracts, or other instruments which the Board of Directors has approved and unless the execution of said document has been expressly delegated to some other officer or agent of the Corporation, including the Director of Economic Development, by appropriate Board resolution, by a specific provision of these Bylaws, or by statute. In general, the President shall perform all duties incident to the office, and such other duties as shall be prescribed from time to time by the Board of Directors. 5.05 Vice President In the absence of the President, or in the event of his/her inability to act, the Vice President shall perform the duties of the President. When so acting, the Vice President shall have all power of and be subject to all the same restrictions as upon the President. The Vice President shall also perform other duties as from time to time may be assigned to him/her by the President. 5.06 Secretary The Secretary shall keep or cause to be kept, at the registered office a record of the minutes of all meetings of the Board and of any committees of the Board. The Secretary shall also file a copy of said Minutes with the City and the same to be given, in accordance with the provisions of these Bylaws, or as required by the Open Meetings Act or the Open Records Act or other applicable law. The Secretary shall be custodian of the corporate records and seal of the Corporation, and shall keep a register of the mailing address and street address, if different, of each director. 5.07 Treasurer The Treasurer shall be bonded for the faithful discharge of his/her duties with such surety or sureties and in such sum as the Board of Directors shall determine by Board resolution, but in no event shall the amount of such bond be less than an amount equal to the average of the sums which the Treasurer has access to and the ability to convert during a twelve (12) month period of time. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation. The Treasurer shall receive and give receipt for money due and payable to the Corporation from any source whatsoever, and shall deposit all such moneys in the name of the Corporation in such bank, trust corporation, and/or other depositories as shall be specified in accordance with Article VII of these Bylaws. The treasurer shall, in general, perform all the duties incident to that office, and such other duties as from time to time assigned to him/her by the President of the Board. 5.08 Assistant Secretaries and Assistant Treasurers The Assistant Secretaries and Assistant Treasurers, if any, shall in general, perform such duties as may be assigned to them by the Secretary or the Treasurer, or by the President of the Board of Directors. 5.09 Director of Economic Development The Corporation may employ a Director of Economic Development. The Director of Economic Development shall serve as the Chief Executive Officer of the Corporation and shall oversee all administrative functions of the Corporation. The Director shall develop policies and procedures for the Corporation including financial, accounting, and purchasing policies and procedures to be approved by the Board and City Council. The Director of Economic Development is hereby authorized to make purchases and/or expenditures not exceeding $25,000.00 without obtaining any approval or consent. 5.10 Other Employees The Corporation may employ such full or part-time employees as needed to carry out the programs of the Corporation. 5.11 Contracts for Services The Corporation may contract with any qualified and appropriate person, association, corporation or governmental entity to perform and discharge designated tasks which will aid or assist the Board in the performance of its duties. However, no such contract shall ever be approved or entered into which seeks or attempts to divest the Board of Directors of its discretion and policy-making functions in discharging the duties herein above set forth in this section. ARTICLE VI COMMITTEES 6.01 Qualifications for Committee Membership Members of committees shall be appointed by the President and approved by the Board. Committee members need not be members of the Wylie Economic Development Corporation unless required by these Bylaws or Board resolution. 6.02 Standing Committees The President shall have authority to appoint the following standing committees of the Board and such other committees as the Board may deem appropriate in the future: Budget, Finance and Audit Committee: This committee shall have the responsibility of working with the Director, or the contractual entity performing as Director as the case may be, in the formation and promotion of the annual budget of the Board. The Committee shall present such budget to the Board and, upon approval, shall present, in accordance with these Bylaws, said budget to the City Council. In addition to the preparation of the budget, the committee shall keep the Board advised in such matters. The Committee shall further have the responsibility to oversee and work with auditors of the City or outside auditors when audits of the Board are being performed. Committee for Business Retention and Expansion: This committee shall work with the Director of Economic Development and shall keep the Board informed of all development and activities concerning business retention and expansion. Committee for New Business Attraction and Recruitment: This committee shall work with the Director of Economic Development and shall keep the Board informed of all developments and activities concerning business attraction and recruitment. 6.03 Special Committees The President may determine from time to time that other committees are necessary or appropriate to assist the Board of Directors, and shall designate, subject to Board approval, the members of the respective committees. No such committee shall have independent authority to act for or instead of the Board of Directors with regard to the following matters: amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any Director or Officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking the proceedings thereof; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and delegation to that committee of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or on him/her by law or these Bylaws. 6.04 Term of Committee Members Each member of a committee shall continue as such until the next appointment of the Board of Directors and until his/her successor on the committee is appointed, unless the committee shall be sooner terminated or unless such member has ceased to serve on the Board of Directors, or unless such member be removed from such committee. Any committee member may be removed from committee membership by the President, with Board approval, whenever in their judgment the best interests of the Corporation would be served by such removal. 6.05 Vacancies on Committees Vacancies in the membership of any committee may be filled in the same manner as provided with regard to the original appointments to that committee. 6.6 Ex-Officio Members The City Manager or his/her designee and the Mayor or his/her designee may attend all meetings of the Board of Directors or Committees. These representatives shall not have the power to vote in the meetings they attend. Their attendance shall be for the purpose of ensuring that information about the meeting is accurately communicated to the City Council and to satisfy the City Council obligation to control the powers of the Corporation. ARTICLE VII FINANCIAL ADMINISTRATION The Corporation may contract with the City for financial and accounting services. The Corporation’s financing and accounting records shall be maintained according to the following guidelines: 7.01 Fiscal Year The fiscal year of Corporation shall begin on October 1 and end on September 30 of the following year. 7.02 Budget A budget for the forthcoming fiscal year shall be submitted to, and approved by, the Board of Directors and the City Council of the City of Wylie. In submitting the budget to the City Council, the Board of Directors shall submit the budget on forms prescribed by the City Manager and in accordance with the annual budget preparation schedule as set forth by the City Manager. The budget shall be submitted to the City Manager for inclusion in the annual budget presentation to the City Council. 7.03 Contracts As provided in Article V above, the President and Secretary shall execute any contracts or other instruments which the Board has approved and authorized to be executed, provided, however, that the Board may by appropriate resolution authorize any other officer or officers or any other agent or agents, including the Director of Economic Development, to enter into contracts or execute and deliver any instrument in the name and on behalf of the Corporation. Notwithstanding the foregoing, the Director of Economic Development has been authorized to make certain purchases and expenditures without additional approval or consent pursuant to Section 5.09 of these bylaws. Such authority may be confined to specific instances or defined in general terms. When appropriate, the Board may grant a specific or general power of attorney to carry out some action on behalf of the Board, provided, however that no such power of attorney may be granted unless an appropriate resolution of the Board authorizes the same to be done. 7.04 Checks and Drafts All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed or bear the facsimile of the President or the Treasurer, or such other person as designated by the Board or otherwise authorized pursuant to these Bylaws. 7.05 Deposits All funds of the Wylie Economic Development Corporation shall be deposited on a regular basis to the credit of the Corporation in a local bank which shall be federally insured. 7.06 Gifts The Wylie Economic Development Corporation may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. 7.07 Purchasing All purchases made and contracts executed by the Corporation shall be made in accordance with the requirements of the Texas Constitution and statutes of the State of Texas, and any other laws, rules, ore regulations applicable to the Corporation. 7.08 Investments Temporary and idle funds which are not needed for immediate obligations of the Corporation may be invested in any legal manner in accordance with Chapter 2256 of the Texas Government Code (the Public Funds Investment Act). 7.09 Bonds Any bonds issued by the Corporation shall be in accordance with the statute governing this corporation but in any event, no bonds shall be issued without approval of the City Council after review and comment by the city’s bond counsel and financial advisor. 7.10 Uncommitted Funds Any uncommitted funds of the Corporation at the end of the fiscal year shall be considered a part of the Fund Balance. The Undesignated Fund Balance may be committed for any legal purpose provided the Corporation’s Board of Directors and the City Council both approve such commitment. This may include the establishment of a Permanent Reserve Fund which shall be accumulated for the purpose of using the interest earnings of such fund to finance the operation of the Corporation. ARTICLE VIII BOOKS AND RECORDS 8.01 Books and Records The Corporation shall keep correct and complete books and records of all actions of the Corporation, including books and records of account and the minutes of meeting of the Board of Directors and of any committee having any authority of the Board and to the City Council. All books and records of the Corporation may be inspected by Directors of the Corporation or his/her agent or attorney at any reasonable time; and any information which may be designated as public information by law shall be open to public inspection at any reasonable time. Chapter 551 of the Texas Government Code (the “Open Meetings Act”) and Chapter 552 of the Texas Government Code (the “Open Records Act”) shall apply to disclosure of public information. The Board of Directors shall provide for an annual financial audit to be performed by a competent independent audit firm. 8.02 Monthly Reports The Corporation shall provide the City Council monthly summaries of proposed dispersal of funds for anticipated projects, and funds that are dispersed over $50,000.00. ARTICLE IX SEAL 9.01 Seal The Board of Directors may obtain a corporate seal which shall bear the words “Wylie Economic Development Corporation”; the Board may thereafter use the corporate seal and may later alter the seal as necessary without changing the corporate name; but these Bylaws shall not be construed to require the use of the corporate seal. ARTICLE X PROGRAM 10.01 Authorization The Corporation shall carry out its program subject to its Articles of Incorporation and these Bylaws, and such resolutions as the Board may from time to time authorize. 10.02 Program The program of the Wylie Economic Development Corporation shall be to assist, stimulate, and enhance economic development in Wylie, Texas, subject to applicable State and Federal law, these Bylaws, and the Articles of Incorporation. ARTICLE XI PARLIAMENTARY AUTHORITY 11.01 Amendments to Bylaws These Bylaws may be amended or repealed, and new Bylaws may be adopted by an affirmative vote of four (4) of the authorized Directors serving on the Board, at a special or regular meeting of the Directors held for such specific purpose, and the notice requirements stated herein above regarding special and regular meetings shall apply. The Directors of the Corporation present at a properly called meeting of the Board may, by a vote of four (4), in accord with the requirements of Article IV herein above, amend or repeal and institute new Bylaws, provided that at least ten (10) days prior to the meeting, written notice setting forth the proposed action shall have been given to the directors, and public notice regarding such action given according the requirements of the Open Meetings Act. Notwithstanding the foregoing, no amendment shall become effective unless the City Council approves the amendment. ARTICLE XII DISSOLUTION 12.01 Dissolution On petition of ten (10) percent or more of the registered voters of the City of Wylie requesting an election on the dissolution of the Corporation, the City Council shall order an election on the issue. The election must be conducted according to the applicable provision of the Election Code. The ballot for the election shall be printed to provide for voting for or against the proposition: “Dissolution of the Wylie Economic Development Corporation” If a majority of voters voting on the issue approve the dissolution, the Corporation shall continue operations only as necessary to pay the principal of and interest on its bonds and to meet obligations incurred before the date of the election and, to the extent practicable, shall dispose of its assets and apply the proceeds to satisfy those obligations. When the last of the obligations is satisfied, any remaining assets of the Corporation shall be transferred to the City, and the Corporation is dissolved. ARTICLE XIII INDEMNITY 13.01 Indemnity The Board of Directors shall authorize the Corporation to pay or reimburse any current or former Director or Officer of the Corporation for any costs, expenses, fines, settlements, judgments, and other amounts, actually and reasonably incurred by such person in any action, suit, or proceeding to which he or she is made a party by reason of holding such position as Officer or Director; provided, however, that such Officer or Director shall not receive such indemnification if he/she be finally adjudicated in such instance to be guilty of negligence or misconduct in office. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. The Board of Directors may, in proper cases, extend the indemnification to cover the good faith settlement of any such action, suit, or proceedings, whether formally instituted or not. ARTICLE XIV MISCELLANEOUS 14.01 Relation to Articles of Incorporation These Bylaws are subject to, and governed by, the Articles of Incorporation and applicable State statutes under which the Corporation is organized. Wylie City Council AGENDA REPORT Department: Planning Account Code: Prepared By: Jasen Haskins, AICP Subject Hold a Public Hearing, consider, and act upon, the writing of an ordinance for a change in zoning from Agricultural (AG/30) to Light Industrial - Special Use Permit (LI-SUP) on 8.96 acres to allow for a battery storage use. Property located at 1011 E. Brown St. (ZC 2023-08). Recommendation Motion to direct staff to prepare an ordinance approving the zoning change requested and bring it back for final consideration at a subsequent meeting. Discussion OWNER: John Belzle APPLICANT: Black Mountain Energy The applicant is requesting to rezone 8.96 acres located at 1011 E. Brown Street. The current zoning is Agricultural (AG/30) and the requested rezoning is Light Industrial - Special Use Permit (LI-SUP) to allow for a battery energy storage use that connects directly to the neighboring Oncor substation. The Special Use Permit conditions allow for the battery energy storage use classified under the Electric Substation or Gas Regulator Station uses as defined in the Wylie Zoning Ordinance. According to the applicant, “battery energy storage systems (BESS) help t o reduce congestion on the electric grid by instantaneously responding to fluctuations in power. No other technology can respond at full output as rapidly as a BESS. This “always on” operational capability can help to prevent conditions, which may lead to outages on the bulk power system. Over time, BESS operations also act to smooth out the price spikes paid by utilities in the wholesale power markets – costs that are ultimately borne by ratepayers. Beyond grid benefits, we will also become a significant t ax contributor, adding an estimated $30MM+ to the community throughout the life of the plant. This benefit is even further increased given there are very few $180MM+ investment opportunities that would be able to utilize our specific parcel given its size and shape.” The development provides two points of access from Eubanks Lane. Service areas as depicted on the Zoning Exhibit shall be provided to ensure maintenance vehicles do not block the proposed fire lane. All areas where service vehicles operate sha ll be required to have a concrete surface. A 10’ wide landscape buffer shall be required along Eubanks Lane and East Brown Street. The development shall be screened with an 8’ board on board wooden fence. Detention for the development shall be provided via an offsite detention basting on the adjacent Oncor parcel as shown in the Zoning Exhibit. Completion of the detention basin shall be in place prior to completion of construction. A site plan and plat review shall be required prior to any construction. 49 06/27/2023 Item 2. The properties adjacent to the subject property to the north, east and west are zoned industrial and agricultural. The proper ties to the south are zoned residential. The subject property lies within the Regional Commercial sector of the Comprehensive Land Use Plan. Light industrial uses may be deemed to be appropriate depending on the compatibility with surrounding uses. The proposed zoning is compatible with the Plan. Notices were sent to 18 property owners within 200 feet as required by state law. At the time of posting two responses were received in favor and none in opposition of the request. P&Z Recommendation After some comments by neighboring commercial property owners and discussion among the Commissioners regarding fire and natural disaster safety, the Commissioners voted 5-0 to recommend approval. 50 06/27/2023 Item 2. 51 06/27/2023 Item 2. EXHIBIT B SPECIAL USE PERMIT ZONING PROVISIONS I. Purpose: This Special Use Permit is to allow for a Battery Energy Storage use that connects directly to the neighboring Oncor substation to provide reliability and resilience to the electric grid. II. General Regulations: A. All regulations of the Wylie Zoning Ordinance (as of March 2023) shall apply, except as otherwise specified by this Ordinance. III. Specific Regulations: A. The Electric Substation or Gas Regulator Station use as defined in the Wylie Zoning Ordinance (as of March 2023) shall be modified to allow for Battery Energy Storage. B. Detention will be provided for the site via an offsite detention basin on the adjacent Oncor Parcel as shown in the Zoning Exhibit and shall be in place prior to completion of construction. C. Required landscaping along Eubanks Lane and East Brown Street shall be a minimum ten feet non-irrigated greenspace buffer outside of perimeter 8’ board on board wooden fence. D. There shall not be any required parking as allowed by Section 5.G.1 of the Zoning Ordinance. Service areas as depicted on the Zoning Exhibit shall be provided to ensure maintenance vehicles do not block the fire lane. 52 06/27/2023 Item 2. BLACK MOUNTAINwww.bmenergystorage.comFort Worth, TX 76102REVDESCRIPTIONDB AB DATECLIENTCONSULTANTISSUE/REVISIONREVDESCRIPTIONDBAB DATENOTE:IT IS THE RESPONSIBILITY OF THE CONTRACTORS TO INFORM THEMSELVES OFTHE EXACT LOCATION OF, AND ASSUME ALL LIABILITY FOR DAMAGE TO ALLUTILITIES, SERVICES AND STRUCTURES WETHER ABOVE GROUND OR BELOWGRADE BEFORE COMMENCING THE WORK. SUCH INFORMATION IS NOTNECESSARILY SHOWN ON THE DRAWING, AND WHERE SHOWN, THE ACCURACYCANNOT BE GUARANTEED.WITH THE SOLE EXCEPTION OF THE BENCHMARK(S) SPECIFICALLY DESCRIBEDFOR THIS PROJECT, NO ELEVATION INDICATED OR ASSUMED HEREON IS TO BEUSED AS A REFERENCE ELEVATION FOR ANY PURPOSE.ALL DETAILED DRAWINGS ARE DIAGRAMMATIC ONLY, DRAWING SHALL NOTBE SCALED FOR CONSTRUCTION PURPOSES.VISIBILITY TRIANGLE PERTHOROUGHFARE STANDARDSTABLE 9 (SEE NOTE 1)CONSULTANTISSUE/REVISIONNOTE:IT IS THE RESPONSIBILITY OF THE CONTRACTORS TO INFORM THEMSELVES OFTHE EXACT LOCATION OF, AND ASSUME ALL LIABILITY FOR DAMAGE TO ALLUTILITIES, SERVICES AND STRUCTURES WETHER ABOVE GROUND OR BELOWGRADE BEFORE COMMENCING THE WORK. SUCH INFORMATION IS NOTNECESSARILY SHOWN ON THE DRAWING, AND WHERE SHOWN, THE ACCURACYCANNOT BE GUARANTEED.WITH THE SOLE EXCEPTION OF THE BENCHMARK(S) SPECIFICALLY DESCRIBEDFOR THIS PROJECT, NO ELEVATION INDICATED OR ASSUMED HEREON IS TO BEUSED AS A REFERENCE ELEVATION FOR ANY PURPOSE.ALL DETAILED DRAWINGS ARE DIAGRAMMATIC ONLY, DRAWING SHALL NOTBE SCALED FOR CONSTRUCTION PURPOSES.REVDESCRIPTIONDB AB DATEREVDESCRIPTIONDBAB DATELAYOUT ALLOWS FOR200MW/400MWH ASCURRENTLY SHOWNEXISTING OVERHEAD ELECTRIC, TYPPROPOSED8' WOODENBOARD-ON-BOARDFENCE, TYPPROPOSEDPROJECTAREAPROPOSED8' WOODENBOARD-ON-BOARDFENCE, TYPREGIONAL DETENTION TO BEPROVIDED ON ADJACENT PROPERTYPRIOR TO DEVELOPMENTPROP. 5' SIDEWALKPROP. 5' SIDEWALKPROP. 5' SIDEWALKPROP. 10' LANDSCAPE SETBACKW/ TREES 25' O.C.PROP. 25' LANDSCAPE SETBACKEXIST. 5' SIDEWALKEXIST. 5' SIDEWALKDATE:05/05/2023BUFFLEHEAD BESSCITY OF WYLIECOLLIN COUNTY, TXGENERALSITE PLANSHEET NUMBERREV:westwoodps.comWestwood Professional Services, Inc.Phone (281)883-0103 20329 State Hwy, 249, #350Toll Free (888) 937-5150 Houston, TX 77070NOTE 1: VISIBILITY EASEMENTS TO BE PROVIDED WHERE NECESSARY.LANDSCAPING WITHIN SIGHT TRIANGLES TO BE SHRUBS OR OTHER PLANTSTHAT DOES NOT INTERFERE WITH SIGHT TRIANGLE (BELOW 3')FIRE LANEPROP. 20'X25'SERVICE AREAyN. Hwy 78Eubanks Ln.Centennial Dr.Davonshire Ln.Sheppard Ln.Old Knoll Dr.E. Brown St.Douglas Dr.5306/27/2023 Item 2. 54 06/27/2023 Item 2. 55 06/27/2023 Item 2. 56 06/27/2023 Item 2. Wylie P&Z MEETING Bufflehead BESS June 2023 57 06/27/2023 Item 2. CORPORATE OVERVIEW ▪Founded in 2007 by Rhett Bennett ▪Headquartered in Fort Worth, TX ▪BMES headquartered in Austin, TX ▪Family of entrepreneurial companies experienced in sourcing, developing, and operating assets ▪Through their experience at the Black Mountain Entities, members of management have overseen investment of >$1.35B in various assets and ventures ▪Flat organizational structure with hands-on executive management ▪Deep expertise within every vertical to create long-term value for customers and stakeholders 19,605 Wells Planned And Monitored 34M Tons of Frac Sand Mined 9 Businesses Built Since 2007 3,108 Wells Drilled And Frac’d 300+ Years Of Combined Experience BLACK MOUNTAIN BY THE NUMBERS HISTORIC & CURRENT INVESTMENTS $2B USD transacted since 2007 3,400+ Upstream Transactions Executed Essential Commodities Energy Transition Applications Infrastructure & Logistics Financial Vehicles OIL & GAS NICKEL LITHIUM WATERPOTASH SAND MINES Produced Water Management(Byproduct of O&G Production) DISPOSALTRANSPORATION + Economic Material Extracted Throughout Process BATTERY STORAGE HEDGE FUNDS ROYALTY VEHICLES SPACS OVERVIEW 58 06/27/2023 Item 2. OVERVIEW Utility-scale BESS facilities are connected directly to the electric grid and consist of: ▪Lithium-ion batteries &battery racks ▪Non-walk-in battery enclosures ▪Inverters to convert DC to AC electricity ▪Medium-voltage transformers to step up to substation voltage ▪Energy Management System (EMS)controls and monitors equipment ▪Safety equipment and HVAC systems BATTERY ENERGY STORAGE SYSTEMS 59 06/27/2023 Item 2. OVERVIEW BENEFITS TO WYLIE AND THE SURROUNDING AREA RESOLVE TRANSMISSION CONGESTION & SUPPORT GROWTH Unparalleled operational flexibility allows battery storage to resolve congestion brought on by growth in intermittent renewable resources and increasing industry INCREASE ELECTRIC RELIABILITY Battery energy storage is uniquely positioned to improve grid resilience via fast response to system needs, preventing conditions that can lead to outages and helping to smooth out wholesale price spikes for local utilities SIGNIFICANT TAX CONTRIBUTOR With a capital cost of ~$180MM and operational life of 20+ years, the proposed facility will become a meaningful contributor for decades to come. GOOD NEIGHBORS Black Mountain is all about putting down roots within our communities; our goal is to give back to the community by delivering economic opportunities and outreach support for local causes 60 06/27/2023 Item 2. PROJECT OVERVIEW PROJECT LOCATION 61 06/27/2023 Item 2. PROJECT OVERVIEW BUFFLEHEAD BESS -24INR0274 LAND •Land Control: 9.1 acres (purchase option) •Location: Collin County, Texas INTERCONNECT •Proposed Size: 200MW x 2h •Proposed POI: Oncor 138kV Lavon Switch Substation •Filing Date: 2/17/2022 •Estimated IA Execution: 10/1/2023 •Estimated COD: Q3 2025 ENVIRONMENTAL / PERMITTING •Critical Issues Analysis:Complete –no concerns •Field Environmental Studies:Complete –no concerns •Current Zoning: Agriculture –SUP required (initiated) •Platting: Required –City of Wylie (initiated) •Estimated Filing of Major Permits: Q1 2024 ENGINEERING / CONSTRUCTION •Preliminary Layout: Complete •Field Engineering Studies: Ongoing •Estimated Construction Start:Q3 2024 MARKET THESIS Lavon Switch is deep inside the Dallas load pocket and will experience high side congestion as solar attempts to flow toward load. This site is ideally positioned to capture high side binding from solar imports from various directions. County:Collin RTO Region: ERCOT 62 06/27/2023 Item 2. SITE CONFIGURATION PRELIMINARY SITE DESIGN (200MW / 400MWh)* *Preliminary design, final facility design subject to change 63 06/27/2023 Item 2. FIRE SAFETY STANDARDS NATIONAL SAFETY STANDARDS The project will meet or exceed all applicable national safety standards including: Standard Description (Project Context)Scope UL 9540 Safety standard for energy storage systems and equipment. Aggregation of 1973, 1741, and fire safety at a system level, not just stand-alone equipment Cell, Module, Rack UL 9540A Standard for Test Method for Evaluating Thermal Runaway Fire Propagation in Battery Energy Storage Systems, prescribes procedure to perform cells –large scale fire testing DC Block UL 1973 Safety standard for batteries used in stationary applications. Includes mechanical, electrical, and fire tests at cell level Cells, modules UL 1741 Complement to IEEE 1547 –Interconnection of DR, functional, performance, and safety requirements for inverters Inverter NFPA 855 Standard for the installation of energy storage systems and references UL9540A test method System / Facility UL9540 -Cell Level UL9540 -Module Level 64 06/27/2023 Item 2. FIRE SAFETY STANDARDS SAFETY FEATURES ARE DESIGNED TOGETHER ON A PROJECT SPECIFIC LEVEL ▪Layout Separation Distance –UL 9540a requires minimum separation distance between enclosures to prevent fire propagation ▪Module and Enclosure –batteries are encased in metal shells and enclosures to reduce propagation. Each module includes voltage and current sensors to notify the operator of instantaneously of any abnormal operation within the enclosure ▪Battery Management System –continuously monitors health and safety of battery and provides controlled shutdown in abnormal conditions to provide early-fault detection ▪Smoke and heat detectors –may be designed either internally or externally to enclosure, provides detection and annunciation ▪Gas Ventilation / Deflagration Panels –prohibits the buildup of gases reaching unsafe conditions or allows controlled release of gases ▪Fire suppression –different fire suppressants may be utilized to control fire propagation ▪Electrical safety design –devices such as fuses, circuit breakers, surge protection device, insulation monitoring device and others protect the electrical system from a fault condition ▪Redundant Design–multiple sets of redundancy build into the design to ensure safety 65 06/27/2023 Item 2. SITE EXAMPLE BATTERY ENERGY STORAGE FACILITY –PFLUGERVILLE, TX 66 06/27/2023 Item 2. SITE EXAMPLE BATTERY ENERGY STORAGE FACILITY –PFLUGERVILLE, TX 67 06/27/2023 Item 2. SITE EXAMPLE BATTERY ENERGY STORAGE FACILITY –PFLUGERVILLE, TX 68 06/27/2023 Item 2. Wylie City Council AGENDA REPORT Department: Parks and Recreation Account Code: Prepared By: Brent Stowers Subject Consider, and act upon, approval of the Non-Profit Park Event Application from Hope’s Gate representative Patricia Bauman, to hold the “Hope Under Stars” fundraiser event at Olde City Park on Saturday, October 21, 2023. Recommendation Motion to approve the Item as presented and authorizing to City Manager to provide written permission allowing the possession and consumption of an alcoholic beverage, subject to conditions or regulations imposed by the City and TABC. Discussion This is the Hope’s Gate organization’s first time requesting this event take place at a City of Wylie facility. Representative Patricia Bauman is also requesting permission to provide alcohol to ticketholders during their event, which must go through the following process: 1) Submit a Non-Profit Park Event Application, which is included in this Agenda Packet. 2) Receive Wylie Parks and Recreation Board approval for recommendation to Council. 3) Receive Wylie City Council’s final approval. 4) Receive written permission from the City Manager or his designee, for t he allowance of possession and consumption of alcoholic beverages during the requested event. See Ordinance No. 2021-25, Chapter 10, Article II, Section 10-21. Conditions or regulations that can be imposed by the City: the event organizer must obtain the proper permits from TABC and maintain compliance with all permit and other TABC requirements for the duration of use of the City park; specifically state the period of time in which alcohol possession and consumption can occur; the event organizer must agree to defend and indemnify the City from any claims or damages and procure and maintain insurance coverage to protect the City (specifying limits and other requirements) Hope’s Gate Purpose of the Event: To raise both funding and awareness of the mission of Hope's Gate, which is to bring hope to orphans, victims of human trafficking, and the world's most vulnerable. The secondary purpose is to highlight and connect many of the Wylie businesses. Hope’s Gate Event Details: This event will be a seated dinner event for ticketholders only and will be held in full compliance with TABC regulations and licensing. The event will consist of a five-course dinner with a wine pairing for four of the five courses. Each course will be prepared by a different chef from local Wylie restaurants. Guests will be offered a complimentary two -ounce tasting with each course, resulting in no more than eight ounces of wine served to each guest throughout the event. No other alcohol will be sold or served during the event. All proceeds go to benefit the Hopes Gate non-profit organization. 69 06/27/2023 Item 3. 2 Hope’s Gate Target Audience: Local residents who are interested in the mission of Hope's Gate, as well as those who are interested in a nice dinner in the park. The Parks and Recreation Board approved this application at the June 12, 2023 Parks and Recreation Board Meeting. 70 06/27/2023 Item 3. 71 06/27/2023 Item 3. 72 06/27/2023 Item 3. 73 06/27/2023 Item 3. ORDINANCE NO. 2021-25 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, AMENDING WYLIE'S CODE OF ORDINANCES, ORDINANCE NO. 2021-17, AS AMENDED, CHAPTER 10 ALCOHOLIC BEVERAGES), ARTICLE II (POSSESSION AND CONSUMPTION IN PUBLIC PLACES); MODIFYING REGULATIONS ON THE POSSESSION AND CONSUMPTION OF ALCOHOLIC BEVERAGES IN PUBLIC PLACES; PROVIDING A REPEALING CLAUSE, A SEVERABILITY CLAUSE, A PENALTY CLAUSE AND AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Wylie, Texas ("City Council") finds that it is in the best interest of the citizens of City of Wylie, Texas ("City") to amend Chapter 10 Alcoholic Beverages), Article II (Possession and Consumption in Public Places) of the City's Code of Ordinances, Ordinance No. 2021-17, as amended ("Code of Ordinances"), as set forth below. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: Findings Incorporated. The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2: Amendment to Chapter 10 (Alcoholic Beverages), Article II (Possession and Consumption in Public Places) of the Code of Ordinances. Chapter 10 (Alcoholic Beverages), Article II (Possession and Consumption in Public Places) of the Code of Ordinances is hereby amended to read as follows: CHAPTER 10 - ALCOHOLIC BEVERAGES ARTICLE II — POSSESSION AND CONSUMPTION IN PUBLIC PLACES Sec. 10-21. Possession and Consumption in Certain Public Places Prohibited It shall be unlawf l f r - ., to .. alcoholic beverage, as defined in Texas Alcoholic Beverage Codc § 1.01, in any public kg.) A person commits an offense if he possesses or consumes an alcoholic beverage on the premises of a park, recreational area or other public open space or facility or structure owned, leased or operated by the City. A l Deletions are evidenced by strikcthrough; additions are underlined. Ordinance No. 2021-25 Amending Code of Ordinances, Chapter 10 (Alcoholic Beverages) Page 1 of 3 3342419 79 06/27/2023 Item 3. violation of this section is punishable by a fine not to exceed five hundred dollars ($500.00) and shall be considered trespassing as defined by state law. It is a defense to prosecution or enforcement of a violation of Subsection a) that: 1) The container of alcoholic beverage possessed by the person had an unbroken seal or other evidence of having never been opened, or 2) The person was on the premises of a park, recreational area or other public open space or facility or structure for which: a. A valid license or permit to sell or serve alcoholic beverages was issued by the Texas Alcoholic Beverage Commission and the person was within the area authorized by the Texas Alcoholic Beverage Commission for alcohol sales, service or consumption; or b. A lease or rental agreement or other written permission had been granted by the City or the City Manager or his designee, allowing the possession and consumption of an alcoholic beverage, subject to conditions or regulations imposed by the City or the City Manager or his designee. c) For the purpose of this Section, the term "alcoholic beverage" means and refers to an alcoholic beverage as defined by the Texas Alcoholic Beverage Code. Nothing in this Section is intended to prohibit or otherwise control the manufacture, sale, distribution, transportation, consumption or possession of alcoholic beverages, except to the extent allowed by state law. Sec. 10-22. Frykeeptions Reserved This article shall not apply to .,..r:...,t., r sidenees- ests of otheraqua-" .. te oide r to .ithin atcl Awned- iSeo.„ SECTION 3: Savings/Repealing. All provisions of the Code of Ordinances shall remain in full force and effect, save and except as amended by this or any other ordinance. All provisions of any ordinance in conflict with this Ordinance are hereby repealed to the extent they are in conflict; but such repeal shall not abate any pending prosecution for violation of the repealed ordinance, nor shall the repeal prevent a prosecution from being commenced for any violation if occurring prior to the repeal of the ordinance. Any remaining portions of said Ordinance No. 2021-25 Amending Code of Ordinances, Chapter 10 (Alcoholic Beverages) Page 2 of 3 3342419 80 06/27/2023 Item 3. ordinances shall remain in full force and effect. SECTION 4: Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. The City Council hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, and phrases be declared unconstitutional or invalid. SECTION 5: Effective Date. This Ordinance shall become effective from and after its adoption and publication as required by law and the City Charter. DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas, this 25th day of May 2021. ATTESTED AND CORRECTLY RECORDED: 1 NN MiI Stephanie Storm, City Secreta DATE 0 r• fit DqZ Matthew Porter, Mayor The Wylie News Ordinance No. 2021-25 Amending Code of Ordinances, Chapter 10 (Alcoholic Beverages) Page 3 of 3 3342419 81 06/27/2023 Item 3. The jfarnrersbille Zrunr5 • Murphy Monitor • The Princeton Herald • tile Sachse News • THE WYLIE NEWS STATE OF TEXAS COUNTY OF COLLIN Before me, the undersigned authority, on this day personally appeared Chad Engbrock, publisher of C & S Media, dba The Wylie News, a newspaper regularly published in Collin County, Texas and having general circulation in Collin County, Texas, and being in compliance with Section 2051.044, Texas Government Code (a); (1), (2), (3) and (4), who being by me duly sworn, deposed and says that the foregoing attached: City of Wylie Legal Notice — Ordinances No. 2021-25, 2021-29 and 2021-30 was published in said newspaper on the following date(s), to -wit: June 2, 2021 Chad Engbrock, Publisher Subscribed and sworn before me on this, the 3rd day of June, 2021, to certify which witness my hand and seal of office. SONIA A DUGGAN Notary ID #126646343 My Commission Expires August 12, 2024 Notary Public in The State of Texas My commission expires 08/12/2024. MurphyfSachse!W ylie Office • 110 N. Ballard • P.O. Box 369 • Wylie. TX 75098 . 972-442-5515 • fax 972-442-4318 Famters'ille/Princeton Office • 101 S. Main • P.O. Box 512 • Farmcnville, TX 75442 • 972-784-6397 • fax 972-782-7023 82 06/27/2023 Item 3. June 2-3, 2021 3C CITY OF WYLI 1 Ordinance No.2021.25 , An Ordinance Of The City Council Of The City Of Wylie, Texas, Amending Wylie's-. Code Of Ordinances, Ordinance No. 2021- 17, As Amended,, Chapter 10 (Alcoholic Beverages), Article li Possession And Con- sumption ,In Public Places); , Modifying Regulations On The Possession And 'Con- sumption Of Alcoholic Beverages In Public Places; Providing A Repealing Clause, A Severability Clause, A Penalty Clause AndAn Effective Date. Ordinance No.2021-29 Ah Ordinance Of Thel City Of Wylie, Texas,; Amending The Com- prehensive Zoning Or- dinance Of The City Of Wylie, As Hereto- fore Amended, So AsI To Change The Zon ing On The Hereinafter Described Property, Zoning Case Number 2021-12,From Planned Development 2017J 3. 1(Pd-2017-03) To Cony=l mercial Corridor (Cc),, To Allow For Com mercial Development;' Providing For A Pen-, alty For The Violation' Of This Ordinance;I Providing For The Re- peal Of All Ordinances In Conflict; Providing A Severability Clause; ' And Providing For An Effective Date. Ordinance No. 2021-30 An Ordinance Of The', City Of Wylie, Texas, Amending The Com- prehensive Zoning Or- dinance Of The City Of Wylie, As Hereto- fore Amended, So As To Change The Zon- ing On The Hereinafter Described Property, Zoning Case Number 2021-08, From Sin- gle Family 10/24 (Sf 10/24) To Commercial 1 Corridor (Cc), To 'Al- low For Commercial Development; Provid- ing For :A Penalty For The Violation Of This Ordinance; —Providing — For The Repeal Of All Ordinances In Conflict; Providing A Severabil- ity Clause; And Pro- ' viding For 'An Effec- tive Date. I5-It-9811 I 83 06/27/2023 Item 3. Wylie City Council AGENDA REPORT Department: Finance Account Code: Prepared By: Melissa Brown Subject Discussion and consideration of all matters incident and related to the issuance and sale of “City of Wylie, Texas, General Obligation Bonds, Series 2023,” including the adoption of Ordinance No. 2023-27 authorizing the issuance of such bonds and related agreements. Recommendation Motion to approve Ordinance No. 2023-27 and all matters incident and related to the issuance of “City of Wylie, Texas General Obligation Bonds, Series 2023” and related agreements. Discussion In November 2021, voters approved $50.1 million of general obligation bonds which supports three propositions. Bonds are issued as needed and only when projects are ready to move forward to minimize the impact on the I&S portion of the tax rate. This issue is for: 1. $5 million for Park Blvd.: construction of a four-lane divided roadway (room for future expansion to six lanes) from Country Club Road to Parker Road 2. $10 million for McMillen Road: construction of a four-lane divided roadway (room for future expansion to six lanes) from Country Club Road to McCreary Road, including a 6-lane bridge over Muddy Creek 3. $2 million for general street repairs Bids will be received for the sale of these bonds on the morning of June 27, 2023 and presented to Council at t he regular meeting that evening by our financial advisors, Hilltop Securities. After bids are completed in the morning, our bond attorneys will complete the blank spaces within the body of the attached Ordinance. The completed Ordinance will be available for review by council before the meeting. 84 06/27/2023 Item 4. AI CITY OF WYLIE $16,010,000 General Obligation Bonds, Series 2023 "Aal" MOODY'S INVESTORS SERVICE HilltopSecurities A Hilltop Holdings Company. CONTACT: Nick Bulaich, Managing Director 777 Main Street, Suite 1525, Fort Worth, Texas 76102 Phone: 817.332.9710 e-mail: nick.bulaich(a_,hilltopsecurities.com "AA+" STANDARD &POOR'S Upgraded from "AA" City of Wylie, Texas June 27, 2023 © 2023 Hilltop Securities Inc. All rights reserved. Member FINRA/SIPC/NYSE U.S. PUBLIC FINANCE MOODY'S INVESTORS SERVICE CREDIT OPINION 13 June 2023 // Send Your Feedback Contacts Nathan Phelps +1.214.979.6853 Analyst nathan.pheips@moodys.com Douglas GoLdmacher +1.212.553.1477 VP -Senior Analyst douglas.goldmacher@moodys.com CLIENT SERVICES Americas Asia Pacific Japan EMEA 1-212-553-1653 852-3551-3077 81-3-5408-4100 44-20-7772-5454 City of Wylie, TX Update to credit analysis Summary Wylie, TX (Aa1) benefits from a strong and growing economy fueled by its advantageous location within the Dallas/Fort Worth metropolitan area, along with favorable adjusted resident income indices that are on par with peers. City-wide financial operations are sound and available fund balance levels are expected to remain strong through revenue growth and conservative budgeting practices. The city's long-term liabilities and fixed costs are manageable in comparison to its operating revenues, but the city is expected to continue to issue debt due to ongoing infrastructure needs. Credit strengths » Large, growing tax base within the economically strong Dallas/Fort Worth metropolitan area » Strong city-wide financial reserve and liquidity position Credit challenges » Below median property wealth compared to peers Rating outlook Moody's does not generally assign outlooks to local government issuers with this amount of debt outstanding. Factors that could lead to an upgrade » Improvement of resident income and full value per capita Continued surplus operations that lead to the maintenance of strong reserves » Moderation of debt and fixed costs Factors that could lead to a downgrade » Sustained deterioration of city-wide reserves » Significant growth in long-term liabilities and/or fixed costs MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Key indicators Exhibit 1 Wylie (City of) TX 2019 2020 2021 2022 Aa Medians Economy Resident income ratio (%) 142.0% 145.2% 138.1% N/A 115.4% Full Value ($000) 54,259,504 $4,676,914 $4,881,648 $5,289,616 $2,728,197 Population 49,759 51,251 55,426 N/A 23,462 Full value per capita ($) 585,603 S91,255 588,075 N/A $108,666 Economic growth metric (%) N/A 1.4% 1.3% N/A -0.6% Financial Performance Revenue ($000) $76,762 582,280 $88,072 S93,598 550,065 Available fund balance ($000) $45,009 $52,958 $60,556 $65,887 S25,773 Net unrestricted cash ($000) $73,072 $76,033 $85,714 $101,849 $34,793 Available fund balance ratio (%) 58.6% 64.4% 68.8% 70.4% 51.2% Liquidity ratio (%) 95.2% 92.4% 97.3% 108.8% 69.5% Leverage Debt ($000) $84,033 $87,281 S84,250 581,044 $35,801 Adjusted net pension liabilities ($000) $56,729 $79,541 $103,916 $128,030 558,004 Adjusted net OPEB liabilities ($000) 5371 $496 $612 $684 $6,701 Other long-term liabilities ($000) 52,491 $2,916 $2,984 S3,215 $1,659 Long-term liabilities ratio (%) 187.1% 206.9% 217.7% 227.5% 248.8% Fixed costs Implied debt service ($000) $6,675 $6,127 56,250 SS,909 $2,504 Pension tread water contribution ($000) S3,023 $3,494 $3,455 $3,457 $1,672 OPEB contributions ($000) $2 $2 $2 $3 $193 Implied cost of other long-term liabilities ($000) $172 5182 $209 $209 $113 Fixed -costs ratio (%) 12.9% 11.9% 11.3% 10.2% 11.2% For definitions of the metrics in the table above please refer to the US Cities and Counties Methodology or see the Glossary in the Appendix below. Metrics represented as N/A indicate the data were not available at the time of publication. The medians come from our most recently published US Cities and Counties Median Report. The Economic Growth metric cited above compares the five-year CAGR of real GDP for Dallas -Fort Worth -Arlington, TX Metropolitan Statistical Area to the five-year CAGR of real GDP for the US. Sources: US Census Bureau, Wylie (City of) 7X's financial statements and Moody's Investors Service, US Bureau of Economic Analysis Profile Wylie is located 25 miles northeast of the City of Dallas (Al stable) in Collin County (Aaa stable), in the northeastern portion of the Dallas/Fort Worth metropolitan area. The city encompasses 37 square miles and has an estimated population of 55,400 residents. Detailed credit considerations Economy: solid economic growth to continue given its favorable location in the Dallas/Fort Worth metro area The city's economy has experienced solid growth, which is expected to continue in the coming years given its favorable location as positive migration into the greater Dallas/Fort Worth area continues. The city serves mainly as a bedroom community with access to major employment centers within the Dallas metropolitan area, especially to adjacent cities like Allen (Aaa stable), Plano (Aaa stable), and Richardson (Aaa stable). Single family and multifamily housing account for more than 80% of the city's full valuation and new residential development and appreciation of existing property has driven strong full value growth. Over the last five years, the city's full value grew an average 12.6% annually to $6.8 billion in fiscal 2023. Full value per capita is solid at $123,502 though slightly below the median of Aa1 state and national peers. Preliminary value for fiscal 2024 is $7.6 billion, an 11.6% increase from the prior year. Conservatively, management plans for full value to increase 4% each year, but actual full value growth will exceed projections for the next couple of years supported by continued residential development. Additionally, multiple tracts of commercially zoned acreage is gaining interest from developers that could potentially be developed as retail shopping or lodging. This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the issuer/deal page on https://ratings.moodys.com for the most updated credit rating action information and rating history. 2 13 June 2023 City of Wylie, TX: Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE As seen in Exhibit 2, resident income is strong at 138% of the US, when adjusting for regional price parity, and is roughly in line with peers. The city's unemployment rate in April 2023 of 3.0% was aligned with the nation (3.1%) and below the state (3.7%) during the same time period. Exhibit 2 Resident Income 100,000 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 2015 Median household income ($) Source: Source: Moody's Investors Service 2016 2017 Resident income ratio (%) 2018 2019 Aa median resident income ratio (%) 2020 2021 155% 150% 145% 140% 135% 130% 125% 120% 115% 110% Financial operations: solid financial performance leads to strong available fund balance and liquidity The city's financial position is expected to remain strong, due to conservative budgeting practices and favorable revenue growth. Across all governmental funds and business -type activities, the city's available fund balance closed fiscal 2022 (ending September 30) at about S66 million, or an amount equal to 70.5% of total annual revenue which is above Aa1 peers. Exhibit 3 shows the city's available fund balance has steadily grown over the last couple of years and is equally comprised of unrestricted reserves held within the general fund and business -type (or enterprise) funds. This level exceeds Aa rated peers. Through April 2023, general fund revenue is outperforming budget, due to favorable sales tax and interest income performance. The city adjusted the budget mid -year to use $6 million of general fund balance for one-time road improvements. However, based on year- to-date revenue trends along with general fund expenditures coming in 5% below budget, the size of the shortfall will be considerably smaller. The city plans to end 2023 with a general fund balance equal to 37% of budgeted expenditures, which is above the city's formal fund balance policy and target fund balance. The city has a formal policy to maintain an unassigned general fund balance equal to at least 25% of budgeted operating expenditures and informally targets an unassigned general fund balance of 35% of budgeted operating expenditures. Exhibit 3 Fund Balance General fund U Other governmental funds Internal service funds 111 Business -type activities Available fund balance ratio (%) — Aa median available fund balance ratio (%) $60,000 70 40,000 60 20,000 50 0 2019 2020 2021 2022 Source: Moody's Investors Service 3 13 June 2023 City of Wylie, TX: Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE The city's governmental funds account for roughly 71% of the total revenues, while business -type activities account for approximately 29%. The general fund is the largest governmental fund where property taxes and sales taxes, the two largest sources of revenues are accounted for. The city's business -type activities consist of the water and sewer utility system, which maintains solid reserve levels in comparison to operating revenues. Liquidity The city's liquidity is also very strong in comparison to the size of its operating revenues. Exhibit 4 shows the city's liquidity has steadily grown over the last several years. At fiscal year-end 2022, available liquidity across governmental and business -type activities was $101.8 million or a robust 108.8% of revenue. This also exceeds Aa rated peers. City-wide liquidity is expected to remain healthy given ongoing revenue growth and prudent fiscal management. Exhibit 4 Cash II General fund 1 Other governmental funds II Internal service funds 1 Business -type activities — Liquidity ratio (%) -• Aa median liquidity ratio (%) $100,000 50,000 0 2019 2020 2021 2022 Source: Moody's Investors Service 100 80 Leverage: manageable leverage and fixed costs Despite planned additional borrowing in the coming years, the city's overall leverage is expected to remain manageable given continued economic and revenue growth. At fiscal year-end 2022, leverage amounted to 227% of revenues, which includes debt and adjusted pension and other post -employment benefit (OPEB) liabilities. Fixed costs of 10.2% annually remain manageable for the credit profile and is on par with the median of Aa1 peers. The city's governmental activities account for 88% of the entire city's leverage, while the remaining 12% is attributable to the business -type activities. The city plans to issue the remaining $28 million of bonds authorized by voters in 2021 in the coming years to finish the various street and road projects. 4 13 June 2023 City of Wylie, TX. Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Exhibit 5 Total Primary Government - Long Term Liabilities Governmental Debt Business -Type Activity Debt 1. Adjusted net pension liabilities 111 Adjusted net other post -employment liabilities II Other Tong -term liabilities — Long-term liabilities ratio (%) Aa median long-term liabilities ratio (%) $200,000 100,000 0 2019 2020 2021 2022 Source: Moody's Investors Service 240 220 200 Legal security The bonds are payable from the proceeds of an annual ad valorem tax levied, within the limits prescribed by law, against all taxable property in the city. The general obligation (GO) pledge is further secured by statute. Debt structure All of the city's debt is fixed rate. Amortization is fast 79% of principal scheduled to be repaid within 10 years. Debt -related derivatives The city is not party to any derivatives. Pensions and OPEB The city participates in the Texas Municipal Retirement System (TMRS), a multiple -employer agent plan administered by the state. In fiscal 2022, the city reported a net unfunded pension liability of $7.9 million using a 6.75% discount rate. Moody's adjusted net pension liability (ANPL) for the city, under our methodology for adjusting reported pension data, was $128 million, using an indexed discount rate of 2.83%. This represents roughly 1.4 times the city's operating revenues. The city's $3.8 million pension contribution in fiscal 2022 represented 4.2% of operating revenues and was above Moody's calculated tread water of $3.5 million, the level at which is necessary to keep liabilities from rising under reported assumptions. The city provides other post employment benefits (OPEB) for employees in the form of a group term life insurance plan, administered by TMRS. In fiscal 2022, the city paid $2,000 of the annual required OPEB cost. At the end of the fiscal year, the city's adjusted OPEB liability was $684,000, representing 0.7% of operating revenues for fiscal year 2022. 5 13 June 2023 City of Wylie, TX: Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE ESG considerations Wylie (City of) TX's ESG Credit Impact Score is Positive CIS-1 Exhibit 6 ESG Credit Impact Score CIS-1 Positive NEGATIVE IMPACT POSITIVE IMPACT For an issuer scored CIS-1 (Positive), its ESG attributes are overall considered as having a positive impact on the rating. The overall posi- tive influence from its ESG attributes on the rating is material. Source: Moody's Investors Service The City of Wylie, TX's credit impact score is positive (CIS-1) reflecting positive social attributes, a very strong governance profile, and low exposure to environmental risks, all of which support the city's credit rating, resilience and capacity to respond to shocks. Exhibit 7 ESG Issuer Profile Scores ENVIRONMENTAL E-2 SOCIAL GOVERNANCE S-1 G-1 Neutral -to -Low Positive Positive -- !CAM MEM" —Y •�" �Y Source: Moody's Investors Service Environmental City of Wylie, TX's overall E issuer profile score is neutral to low (E-2) reflecting relatively low exposure to environmental risks across all categories including physical climate risk, carbon transition, water management, natural capital and waste and pollution. Social The S issuer profile score is positive (5-2) reflecting strong demographic and labor and income trends. Educational attainment levels are in line with similarly sized cities and housing is relatively affordable in the area. The city does not report any challenges related to health and safety or access to basic services. Governance Wylie's very strong governance profile supports its rating, as captured by a positive G issuer profile score (G-1) and reflects both strong institutional structure and demonstrated policy effectiveness. Budget management strategies are strong with a steady history of actual performance typically outpacing budgeted expectations. Transparency and disclosure is in line with peers evidenced by a steady history of the timely release of budgets and audited financial statements. ESG Issuer Profile Scores and Credit Impact Scores for the rated entity/transaction are available on Moodys.com. In order to view the latest scores, please click here to go to the landing page for the entity/transaction on MDC and view the ESG Scores section. 6 13 June 2023 City of Wylie, TX: Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Rating methodology and scorecard factors The US Cities and Counties Rating Methodology includes a scorecard, which summarizes the rating factors generally most important to city and county credit profiles. Because the scorecard is a summary, and may not include every consideration in the credit analysis for a specific issuer, a scorecard -indicated outcome may or may not map closely to the actual rating assigned. Exhibit 8 Wylie (City of) TX Measure Weight Score Economy Resident income ratio Full value per capita Economic growth metric 138.1% 10.0% Aaa 123,502 10.0% Aa 1.3% 10.0% Aaa Financial Performance Available fund balance ratio Liquidity ratio 70.4% 20.0% Aaa 108.8% 10.0% Aaa Institutional Framework Institutional Framework Aa 10.0% Aa Leverage Long-term liabilities ratio Fixed -costs ratio 227.5% 20.0% A 10.2% 10.0% Aa Notching factors No notchings applied Scorecard -Indicated Outcome Aa1 Assigned Rating Aa1 Sources: US Census Bureau, Wylie (City of) TX's financial statements and Moody's Investors Service 7 13 June 2023 City of Wylie, TX: Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Appendix Exhibit 9 Key Indicators Glossary Definition Typical Source* Economy Resident income ratio Median Household Income (MHI) for the city or county, adjusted for MHI: US Census Bureau - American Regional Price Parity (RPP), as a % of the US MHI Community Survey 5-Year Estimates RPP: US Bureau of Economic Analysis Full value Estimated market value of taxable property in the city or county State repositories; audited financial statements; continuing disclosures Population Population of the city or county US Census Bureau - American Community Survey 5-Year Estimates Full value per capita Full value / population Economic growth metric Five year CAGR of real GDP for Metropolitan Statistical Area or county minus the five-year CAGR of real GDP for the US Real GDP: US Bureau of Economic Analysis Financial performance Revenue Sum of revenue from total governmental funds, operating and non- Audited financial statements operating revenue from total business -type activities, and non - operating revenue from internal services funds, excluding transfers and one-time revenue, e.g., bond proceeds or capital contributions Available fund balance Sum of all fund balances that are classified as unassigned, assigned or Audited financial statements committed in the total governmental funds, plus unrestricted current assets minus current liabilities from the city's or county's business - type activities and internal services funds Net unrestricted cash Sum of unrestricted cash in governmental activities, business type Audited financial statements activities and internal services fund, net of short-term debt Available fund balance ratio Available fund balance (including net current assets from business - type activities and internal services funds) / Revenue Liquidity ratio Net unrestricted cash / Revenue Leverage Debt Outstanding long-term bonds and all other forms of long-term debt Audited financial statements; official across the governmental and business -type activities, including debt statements of another entity for which it has provided a guarantee disclosed in its financial statements Adjusted net pension liabilities (ANPL) Total primary government's pension liabilities adjusted by Moody's to Audited financial statements; Moody's standardize the discount rate used to compute the present value of Investors Service accrued benefits Adjusted net OPEB liabilities (ANOL) Total primary government's net other post -employment benefit (OPEB) liabilities adjusted by Moody's to standardize the discount rate used to compute the present value of accrued benefits Audited financial statements; Moody's Investors Service Other long-term liabilities (OLTL) Miscellaneous long-term liabilities reported under the governmental Audited financial statements and business -type activities entries Long-term liabilities ratio Debt + ANPL + ANOL + OLTL / Revenue Fixed costs Implied debt service Annual cost to amortize city or county's long-term debt over 20 Audited financial statements; official years with level payments statements; Moody's Investors Service Pension tread water contribution Pension contribution necessary to prevent reported unfunded Audited financial statements; Moody's pension liabilities from growing, year over year, in nominal dollars, if Investors Service all actuarial assumptions are met OPEB contribution Implied cost of OLTL City or county's actual contribution in a given period Audited financial statements Annual cost to amortize city or county's other long-term liabilities Audited financial statements; Moody's over 20 years with level payments Investors Service Fixed -costs ratio Implied debt service + Pension tread water + OPEB contributions + Implied cost of OLTL / Revenue *Note: If typical data source is not available then alternative sources or proxy data may be considered. 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REPORT NUMBER 1371561 9 13 June 2023 City of Wylie, TX Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE CLIENT SERVICES Americas Asia Pacific Japan EMEA MooDY's INVESTORS SERVICE 1-212-553-1653 852-3551-3077 81-3-5408-4100 44-20-7772-5454 10 13 June 2023 City of Wylie, TX. Update to credit analysis S&P Global Ratings RatingsDirect® Summary: Wylie, Texas; General Obligation Primary Credit Analyst: Melissa Banuelos, Dallas + 1 (214) 871 1403; Melissa.Banuelos@spglobal.com Secondary Contact: Bikram Dhaliwal, Dallas (1) 214-468-3493; bikram.dhaliwal@spglobal.com Table Of Contents Credit Highlights Outlook Related Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 9, 2023 1 Summary: Wylie, Texas; General Obligation Credit Profile US$17.0 mil GO bnds ser 2023 dtd 06/15/2023 due 02/15/2043 Long Term Rating AA+/Stable Wylie comb tax and rev certs of oblig ser 2017 dtd 05/01/2017 due 02/15/2037 Long Term Rating AA+/Stable Wylie GO Long Term Rating Wylie GO Long Term Rating AA+/Stable AA+/Stable New Upgraded Upgraded Upgraded Credit Highlights • S&P Global Ratings raised its long-term rating to 'AA+' from 'AA' on the City of Wylie, Texas' general obligation (GO) debt and certificates of obligation outstanding. • At the same time, S&P Global Ratings assigned its 'AA+' long-term rating to the city's anticipated $17 million series 2023 general obligation (GO) bonds. • The outlook is stable. • The upgrade reflects our view of the city's continued improvement in economic metrics stemming from continued taxable assessed valuation (AV) growth and maintenance of very strong finances. Security An ad valorem property tax, within limits prescribed by law, on all taxable property within the city secures the GO bonds. An ad valorem tax pledge and limited surplus waterworks -and -sewer -system net revenue, not to exceed $1,000, secure the certificates outstanding. However, given the limited nature of the additional pledged revenues, we base our ratings on these obligations on the city's ad valorem tax pledge. The maximum allowable rate in Texas is $2.50 per $100 of AV for all purposes with the portion dedicated to debt service limited to $1.50 per $100 of AV. The city's levy is well below the maximum at 56.23 cents, 13.44 cents of which management dedicates to debt service. We do not differentiate between the city's limited -tax debt and its general creditworthiness since the ad valorem tax is not derived from a measurably narrower tax base and there are no limitations on the fungibility of resources. Bond proceeds will fund various public improvements within the city. Credit overview The upgrade reflects Wylie's expanding local economy with ongoing AV growth, contributing to improved income and property wealth indicators. Wylie is about 25 miles northeast of downtown Dallas. The local economy continues to WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 9, 2023 2 Summary: Wylie, Texas; General Obligation experience strong tax base growth owing to its location in the broad and diverse Dallas -Fort Worth metropolitan statistical area (MSA) and ongoing developments within the city. Officials report both residential and commercial developments remain strong, which we believe will continue to support our view of the city's very strong economy over the near -term. Fiscal 2022 operating performance and historical maintenance of very strong reserves are attributed to managements conservative budgeting practices. For fiscal 2023, (fiscal year-end Sept. 30), officials intend to reduce available reserves by approximately $6 million for capital -related expenses. Officials have not begun the fiscal 2024 budget; however, budgetary assumptions will not deviate materially from historical trends. As it has done historically, Wylie plans to fund capital projects with excess fund balance above the city's formal25% reserve policy in future years, but there are no additional plans to reduce reserves beyond fiscal 2023 at this time. Although the city plans to issue approximately $28 million in additional debt over the next few years, we do not expect our view of the city's debt profile to deteriorate. Lastly, we do not view pension and other postemployment benefits (OPEB) liabilities as an immediate credit pressure for the city because required contributions are manageable when compared with total governmental expenditures. The rating reflects our opinion of the city's: • Very strong economic profile, reflected in improved economic metrics, strong AV growth, and participation in the Dallas -Fort Worth broad and diverse MSA; • Very strong financial management, highlighted by long-term capital and financial planning, formal policies pertaining to debt management, investments, and reserves, and a strong institutional framework score; • Trends of operating surpluses that are expected to continue over the medium term and maintenance of solid reserves, despite capital spending; and • Weak debt and contingent liability profile, with additional new money debt plans in the near term and limited pension and OPEB pressures. Environmental, social, and governance We view the city's environmental, social, and governance (ESG) risks as neutral within our credit rating analysis. Outlook The stable outlook reflects our opinion that the city's finances will likely remain stable during the next few fiscal years, supported by ongoing local economic growth due to its location. Downside scenario We could lower the rating if financial performance deteriorates, leading to sustained and significant reserve drawdowns or if the city's additional debt needs outpace tax base growth. Upside scenario We could raise the rating if ongoing economic expansion coupled with robust job opportunities leads to stronger per capita market values and incomes we consider similar to those of higher -rated peers, all while maintaining strong finances. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 9, 2023 3 Summary: Wylie, Texas; General Obligation Wylie, Texas --Key Credit Metrics Most recent Historical information 2022 2021 2020 Very strong economy Projected per capita EBI % of U.S. 113.6 Market value per capita ($) 115,034 Population 59,506 57,536 County unemployment rate(%) 4.3 Market value ($000) 6,845,225 5,289,616 4,881,648 Ten largest taxpayers % of taxable value 6.2 Adequate budgetary performance Operating fund result % of expenditures -5.4 13.0 3.7 Total governmental fund result % of expenditures 9.6 14.1 0.2 Very strong budgetary flexibility Available reserves % of operating expenditures 59.9 71.4 50.8 Total available reserves ($000) 30,496 30,476 21,976 Very strong liquidity Total government cash % of governmental fund expenditures 128.3 125.4 103.2 Total government cash % of governmental fund debt service 827.4 773.5 688.1 Very strong management Financial Management Assessment Strong Weak debt and long-term liabilities Debt service % of governmental fund expenditures 15.5 16.2 15.0 Net direct debt % of governmental fund revenue 109.1 Overall net debt % of market value 5.5 Direct debt 10-year amortization (%) 72.4 Required pension contribution % of governmental fund expenditures 6.6 OPEB actual contribution % of governmental fund expenditures 0.0 Strong institutional framework Data points and ratios may reflect analytical adjustments. EBI--Effective buying income. OPEB--Other postemployment benefits. Related Research • Through The ESG Lens 3.0: The Intersection Of ESG Credit Factors And U.S. Public Finance Credit Factors, March 2, 2022 • 2022 Update Of Institutional Framework For U.S. Local Governments Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 9, 2023 4 Copyright © 2023 by Standard & Poor's Financial Services LLC. 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WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JUNE 9, 2023 5 TABULATION OF BIDS RECEIVED AT SALE OF 1A/ CITY OF WYLIE CITY OF WYLIE, TEXAS $16,010,000 GENERAL OBLIGATION BONDS, SERIES 2023 BIDS DUE TUESDAY JUNE 27, 2023, AT 11:30 AM, CDT ACCOUNT MANAGER TRUE INTEREST COST Fidelity Capital Markets 3.657881% TD Securities 3.729751% Robert W. Baird & Co., Inc. 3.758992% UMB Bank, N.A. 3.761032% KeyBanc Capital Markets 3.765607% PNC Capital Markets 3.766684% J.P. Morgan Securities LLC 3.771467% FHN Financial Capital Markets 3.772384% Prepared by: HilltopSecurities ig110 A Hilltop Holdings Company_ 777 Main Street, Suite 1525 Fort Worth, Texas 76102 (817)332-9710 Final City of Wylie, Texas $16,010,000 General Obligation Bonds, Scdem2O23 Debt Service Schedule Date Principal Coupon Interest Total P+ nr00000 ' - ' 09o0/2024 *50,000o0 5000m 76/,550o0 /,211,550o0 nvm000 5 510,000o0 5o00m 700,750o0 /,2/0J50o0 09a0/2026 535,00/0 5.000m 674,625/0 /,209,62.00 09/30o027 5/5,00000 5000m 6*7/25.00 1,212,125o0 09o0/2028 »eo.0000n 5.000m 6/8.250x0 /,208.250.00 09/30/2029 e5,000o0 5o00m 587,875.00 1,2/2.875o0 09/30/2030 655.000.00 5.000m 555.875M 1,2/0.875.00 nYnuoo»/ 690,000.00 xonom 522.250o0 /.2/2.250.00 09/30u032 725/00on soonu *86'875uo 1,2//.875o0 09/30/2033 nm/mo.00 5.000m *9.750.00 1,209,750.00 nYa000m 800,000.00 5o00m 410.750»0 1,2/0'750o0 09/30/2035 u*o.mmw 5.000m 369,750.00 1,209.750,00 0*30/2036 885.000.00 5n00% 326.625.00 1.2//.625.00 09/30o037 930,000.00 5o00m 28/.250o0 /.211.250.00 oy/moozo *m/moon 4000m um.aouon 1,208,600m 09o0o039 /.010'000o0 *000m /vo.00000 1.20*'000o0 09o0o040 1.050.000.00 4o00% /57.800.00 /.207.800.00 oo/moow /,095.000.00 *.voum 114,900.00 /,209'900.00 0*30o0*2 /./*0,00.00 *.onom 70,20»0 /,2/0,20.00 09o0/20*3 /.185,000M 4.000m 23,700.00 1,208.70000 Tom/ m/6,010,000»0' m8,197,500u0 w2*,207,500.00 Cash Prentium from Purchaser True Interest Cost (TIC) Hilltop Securities Inc. Public Finance m1./26,45/.75 s/a54s00% HISTORICAL SALE INFORMATION SALE DATE INTEREST RATE ISSUE'S AVERAGE LIFE $16,010,000 City of Wylie, Texas General Obligation Bonds, Series 2023 6-27-23 3.6554306% 11.624 Years $12,005,000 City of Wylie, Texas General Obligation Refunding and Improvement Bonds, Series 2022 2-22-22 2.2193529% 8.415 Years $5,310,000 City of Wylie, Texas Combination Tax and Revenue Certificates of Obligation, Series 2021 2-9-21 1.445035% 11.511 Years $4,885,000 City of Wylie, Texas General Obligation Refunding Bonds, Series 2021 2-9-21 0.469537% 3.970 Years $8,500,000 City of Wylie, Texas Combination Tax and Revenue Certificates of Obligation, Series 2018 4-10-18 3.2343578% 11.610 Years $7,175,000 City of Wylie, Texas Combination Tax and Revenue Certificates of Obligation, Series 2017 5-9-17 3.059652% 12.352 Years $34,250,000 City of Wylie, Texas General Obligation Refunding Bonds, Series 2016 4-5-16 2.0629025% 7.517 Years $21,240,000 City of Wylie, Texas General Obligation Refunding Bonds, Series 2015 4-9-15 2.403382% 7.615 Years $7,400,000 City of Wylie, Texas General Obligation Refunding Bonds, Series 4-4-13 1.8714084% 7.434 Years 2013 o � as v- e ns U . A O T � L O O y 0 g.o O >, o E o _V � N y 8 2 _ — y T V A v '.. EI• t 8 -C • O 0.) g V "p w E .i y V V E In.2 cr to to `o E V_ V O y 0 m 5 .= O E E o `o a c y aAq. E 5 V 6 o c 8 5 0 ? 3i rn A V V y A O c = ` V c �.o • CC V � o V 0 c o �= 5 2 to r w N U _ - $ 9 y 5 = 0 � c N VU y E E;y ° 5 � U cn 71, .c � 0 N O ta E � a) E �Yo Cu HTSContinuingDisclosureServices alli aswurr1.110.sa.111a (See "Continuing Disclosure of Information' herein) NEW ISSUE - Book -Entry -Only PRELIMINARY OFFICIAL STATEMENT Ratings: Moody's: "Aal" Dated June 15, 2023 S&P: "AA+" (See "OTHER INFORMATION - Ratings" herein) In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "TAX MATTERS - Tax Exemption" herein. THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS. IN CITY OF WYLIE S16,460,000* CITY OF WYLIE, TEXAS (Collin, Dallas and Rockwall Counties) GENERAL OBLIGATION BONDS, SERIES 2023 Dated Date: July 15, 2023 Due: February 15, as shown below Interest to accrue from Delivery Date PAYMENT TERMS ... Interest on the $16,460,000* City of Wylie, Texas, General Obligation Bonds, Series 2023 (the "Bonds") will accrue from the delivery date (the "Delivery Date"), will be payable August 15 and February 15 of each year, commencing February 15, 2024, until maturity or prior redemption and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book -Entry -Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "THE BONDS - Book -Entry -Only System" herein. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "THE BONDS - Paying Agent/Registrar"). AUTHORITY FOR ISSUANCE ... The Bonds are issued pursuant to the Constitution and general laws of the State of Texas (the "State"), including particularly Chapter 1331, Texas Government Code, as amended, and an election held in the City on November 2, 2021 and constitute direct obligations of the City of Wylie, Texas (the "City"), payable from a continuing ad valorem tax levied on all taxable property within the City, within the limits prescribed by law, as provided in the ordinance authorizing the Bonds (the "Bond Ordinance") (see "THE BONDS - Authority for Issuance" and "Security and Source of Payment"). PURPOSE ... Proceeds from the sale of the Bonds will be used for (i) permanent public improvements for the City, including (a) developing, expanding, constructing, reconstructing, improving, repairing, extending, expanding and enhancing McMillen Drive, Park Boulevard and Ballard/Sachse Road, including sidewalks and necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights -of -way therefor; and (b) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing streets, thoroughfares, alleys and sidewalks, including necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights -of -way therefor; and (ii) to pay the costs associated with the issuance of the Bonds. See "PLAN OF FINANCING - Purpose" herein. Amount $ 460,000 525,000 550,000 575,000 605,000 640,000 670,000 705,000 740,000 780,000 MATURITY SCHEDULE* CUSIP Prefix (1): 983064 Feb. 15 Interest Price or CUSIP Maturity Rate Yield Suffix(') 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Feb. 15 Amount Maturi $ 820,000 2034 860,000 2035 905,000 2036 950,000 2037 995,000 2038 1,040,000 2039 1,085,000 2040 1,135,000 2041 1,185,000 2042 1,235,000 2043 Interest Price or CUSIP Rate Yield Suffix (I) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Global Market Intelligence on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP services. Neither the City, the Initial Purchaser of the Bonds nor the Financial Advisor is responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION ... The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2033, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2032, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "THE BONDS - Optional Redemption"). In the event any of the Bonds are structured as term Bonds, such term Bonds will be subject to mandatory sinking fund redemption in accordance with the applicable provisions of the Bond Ordinance, which provisions will be included in the final Official Statement. LEGALITY ... The Bonds are offered for delivery when, as and if issued and received by the winning bidder for the Bonds (the "Initial Purchaser of the Bonds") and subject to the approving opinion of the Attorney General of Texas and the opinion of Norton Rose Fulbright US LLP, Bond Counsel, Dallas, Texas (see APPENDIX C, "Form of Bond Counsel's Opinion"). DELIVERY ... It is expected that the Bonds will be available for delivery through DTC on July 27, 2023 (the "Delivery Date"). BIDS DUE TUESDAY, JUNE 27, 2023 AT 11:30 AM, CDT • Preliminary, subject to change. See "THE BONDS — Adjustment of Principal Amounts and/or Types of Bids" in the "Notice of Sale and Bidding Instructions". PRELIMINARY OFFICIAL STATEMENT SUMMARY 3 CITY OFFICIALS, STAFF, AND CONSULTANTS 5 ELECTED OFFICIALS 5 SELECTED ADMINISTRATIVE STAFF 5 INDEPENDENT AUDITORS, CONSULTANTS AND ADVISORS5 INTRODUCTION 7 INFECTIOUS DISEASE OUTBREAK — COVID-197 PLAN OF FINANCING 8 THE BONDS 9 AD VALOREM PROPERTY TAXATION 13 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT 18 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY19 TABLE 3 - VALUATION AND TAX SUPPORTED DEBT HISTORY 20 TABLE 4 - TAX RATE, LEVY, AND COLLECTION HISTORY20 TABLE 5 - TEN LARGEST TAXPAYERS 20 TABLE 6 - TAX ADEQUACY 21 TABLE 7 - ESTIMATED OVERLAPPING DEBT 21 DEBT INFORMATION 22 TABLE 8 - GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS TABLE 9 - INTEREST AND SINKING FUND BUDGET This Preliminary Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Preliminary Official Statement, and, if given or made, such other information or representations must not be relied upon. For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission as amended and in effect on the date of this Preliminary Official Statement (the "Rule"), this document, as the same may be supplemented or corrected from lime to time, constitutes an official statement of the City with respect to the Bonds described herein that has been "deemed final" by the City as of its date (or the date of any supplement or correction), except for the omission of no more than the information permitted by the Rule. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the Financial Advisor. This Preliminary Official Statement contains, in part, estimates and matters of opinion which are not intended as statements offact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Preliminary Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein. See "CONTINUING DISCLOSURE OF INFORMATION"for a description of the City's undertaking to provide certain information on a continuing basis. NEITHER THE CITY, ITS FINANCIAL ADVISOR, NOR THE INITIAL PURCHASER OF THE BONDS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT REGARDING THE DEPOSITORY TRUST COMPANY OR I7S BOOK -ENTRY ONLY SYSTEM THE BONDS ARE EXEMPT FROM REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH. THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE BONDS IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTION IN WHICH THE BONDS HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. THIS OFFICIAL STATEMENT CONTAINS 'FORWARD -LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS TO BE DIFFERENT FROM FUTURE RESULTS, PERFORMANCE AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS. INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD -LOOKING STATEMENT. TABLE OF CONTENTS TAX MATTERS 33 CONTINUING DISCLOSURE OF INFORMATION 34 OTHER INFORMATION 36 RATINGS 36 LITIGATION 36 REGISTRATION AND QUALIFICATION OF BONDS FOR SALE 36 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS 36 LEGAL OPINIONS AND NO -LITIGATION CERTIFICATE 36 AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION 37 FINANCIAL ADVISOR 37 INITIAL PURCHASER OF THE BONDS 37 CERTIFICATION OF THE OFFICIAL STATEMENT 37 FORWARD -LOOKING STATEMENTS DISCLAIMER 37 MISCELLANEOUS 38 APPENDICES GENERAL INFORMATION REGARDING THE CITY A EXCERPTS FROM CITY OF WYLIE, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORTB FORM OF BOND COUNSEL'S OPINION C The cover page hereof, this page and the appendices included herein and any addenda, supplement, or 22 amendment hereto, are part of the Preliminary Official Statement. PROJECTION 23 TABLE 10 - COMPUTATION OF SELF-SUPPORTING DEBT 23 TABLE 11 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS 23 TABLE 12 - OTHER OBLIGATIONS 24 FINANCIAL INFORMATION 27 TABLE 13— CHANGES IN NET ASSETS 27 TABLE 13A - GENERAL FUND REVENUES AND EXPENDITURES HISTORY 28 TABLE 14 - MUNICIPAL SALES TAX HISTORY 29 TABLE 15 - CURRENT INVESTMENTS 32 2 PRELIMINARY OFFICIAL STATEMENT SUMMARY This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Preliminary Official Statement. The offering of the Bonds to potential investors is made only by means of this entire Preliminary Official Statement. No person is authorized to detach this summary from this Preliminary Official Statement or to otherwise use it without the entire Preliminary Official Statement. THE CITY The City of Wylie (the "City") is a political subdivision and municipal corporation of the State, located primarily in Collin County, Texas with portions of the City extending into Dallas and Rockwall Counties, Texas. The City covers approximately 37 square miles (see "INTRODUCTION - Description of the City"). THE BONDS The City's $16,460,000* General Obligation Bonds, Series 2023 (the "Bonds") are scheduled to mature on February 15 in the years 2024 through 2043 (see "THE BONDS - Description of the Bonds"). PAYMENT OF INTEREST Interest on the Bonds accrues from the delivery date and is payable February 15, 2024 and each August 15 and February 15 thereafter until maturity or prior redemption. (see "THE BONDS - Description of the Bonds" and "THE BONDS - Optional Redemption") AUTHORITY FOR ISSUANCE The Bonds are issued pursuant to the Constitution and general laws of the State, including particularly Chapter 1331, Texas Government Code, as amended, and an election held in the City on November 2, 2021, and the ordinance expected to be passed by the City Council of the City (the "Bond Ordinance") (see "THE BONDS — Authority for Issuance"). SECURITY FOR THE BONDS The Bonds constitute direct obligations of the City, payable from an annual ad valorem tax levied, within the limit prescribed by law, on all taxable property located within the City (see "THE BONDS — Security and Source of Payment"). REDEMPTION The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2033, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2032, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "THE BONDS — Optional Redemption"). In the event any of the Bonds are structured as term Bonds, such term Bonds will be subject to mandatory sinking fund redemption in accordance with the applicable provisions of the Bond Ordinance, which provisions will be included in the final Official Statement. TAX EXEMPTION In the opinion of Bond Counsel, the interest on the Bonds will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "TAX MATTERS" herein. USE OF PROCEEDS Proceeds from the sale of the Bonds will be used for (i) permanent public improvements for the City, including (a) developing, expanding, constructing, reconstructing, improving, repairing, extending, expanding and enhancing McMillen Drive, Park Boulevard and Ballard/Sachse Road, including sidewalks and necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights -of - way therefor; and (b) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing streets, thoroughfares, alleys and sidewalks, including necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights -of -way therefor; and (ii) to pay the costs associated with the issuance of the Bonds. See "PLAN OF FINANCING - Purpose" herein. RATINGS The Bonds and presently outstanding tax supported debt of the City are rated "Aal" by Moody's Investors Service, Inc. ("Moody's") and "AA+" by S&P Global Ratings, a division on S&P Global Inc. ("S&P") (see "OTHER INFORMATION - Ratings"). BOOK -ENTRY -ONLY SYSTEM The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of DTC pursuant to the Book -Entry -Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds (see "THE BONDS - Book -Entry -Only System"). PAYMENT RECORD The City has never defaulted on the payment of its tax -supported indebtedness. * Preliminary, subject to change. 3 SELECTED FINANCIAL INFORMATION Ratio Funded Fiscal Per Capita Per Capita Tax Debt to Year Estimated Taxable Taxable Funded Funded Taxable % of Ended City Assessed Assessed Tax Tax Assessed Total Tax 9/30 Population Valuation Valuation Debt Debt Valuation Collections 2019 53,653 (I) $4,259,503,789 $79,390 $ 83,575,000 $ 1,558 1.96% 100.00% 2020 55,156 (1) 4,676,914,418 84,794 76,870,000 1,394 1.64% 99.14% 2021 58,797 (2) 4,881,647,598 83,025 74,420,000 1,266 1.52% 100.00% 2022 60,561 (3) 5,289,616,023 87,344 71,460,000 1,180 1.35% 99.65% 2023 61,814 (3) 6,845,224,966 110,739 79,995,000 (4) 1,294 1.17% 102.45% (5) (1) Population estimates from the North Texas Council of Governments, as modified by City staff. (2) Population estimate based on 2020 Census, as modified by City staff. (3) Provided by City Staff (4) Projected; includes the Bonds. Preliminary, subject to change. (5) Collections as of April 30, 2023. For additional information regarding the City, please contact: Brent Parker Melissa Brown Nick Bulaich City Manager City of Wylie Hilltop Securities, Inc. City of Wylie 300 Country Club Road 777 Main Street, Suite 1525 300 Country Club Road or Wylie, Texas 75098 or Fort Worth, Texas 76102 Wylie, Texas 75098 (972) 516-6120 (817) 332-9710 (972) 516-6000 4 CITY OFFICIALS, STAFF, AND CONSULTANTS ELECTED OFFICIALS Length of Term City Council Service Expires Occupation Matthew Porter 2 Year 7 Months May 2026 Regional Director of Operations - Healthcare Industry Mayor and Councilmember David R. Duke 4 Years May 2025 Information Technology Professional Councilmember, Place 1 Dave Strang 2 Years 7 Months May 2024 Solutions Engineer Councilmember, Place 2 Jeff Forrester 7 Years May 2025 Director of Quality Control - Food Service Industry Mayor Pro Tem, Place 3 Scott Williams 2 Years May 2024 Business Owner/General Contractor Councilmember, Place 4 Sid Hoover Newly Elected May 2026 Training Manager Councilmember, Place 5 Gino Mulligi Newly Elected May 2026 Business Owner Councilmember, Place 6 SELECTED ADMINISTRATIVE STAFF Length of Total Service Governmental Name Position with City Service Brent Parker City Manager 19 Years 19 Years Melissa Brown Finance Director 17 Years 24 Years Richard Abernathy City Attorney 26 Years 26 Years Stephanie Storm, TRMC City Secretary 16 Years 16 Years INDEPENDENT AUDITORS, CONSULTANTS AND ADVISORS Independent Auditors Weaver and Tidwell, L.L.P. Dallas, Texas Bond Counsel Norton Rose Fulbright US LLP Dallas, Texas Financial Advisor Hilltop Securities Inc. Fort Worth, Texas 5 PRELIMINARY OFFICIAL STATEMENT RELATING TO $16,460,000* CITY OF WYLIE, TEXAS GENERAL OBLIGATION BONDS, SERIES 2023 INTRODUCTION This Preliminary Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance of $16,460,000* City of Wylie, Texas, General Obligation Bonds, Series 2023 (the "Bonds"). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the ordinance expected to be adopted by the City Council authorizing the issuance of the Bonds (the "Bond Ordinance"), except as otherwise indicated herein. There follows in this Official Statement descriptions of the Bonds and certain information regarding the City and its fmances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor, Hilltop Securities Inc. ("HilltopSecurities"), Fort Worth, Texas. All financial and other information presented in this Official Statement has been provided by the City from its records, except for information expressly attributed to other sources. The presentation of information, including tables of receipts from taxes and other sources, is intended to show recent historic information and is not intended to indicate future or continuing trends in the financial position or other affairs of the City. No representation is made that past experience, as is shown by that financial and other information, will necessarily continue or be repeated in the future (see "OTHER INFORMATION — Forward -Looking Statements Disclaimer"). DESCRIPTION OF THE CITY .... The City is a political subdivision and municipal corporation of the State of Texas (the "State"), duly organized and existing under the laws of the State, including the City's Home Rule Charter. The City first adopted its Home Rule Charter in 1985 and last amended it in November 2020. The City operates under the Council/Manager form of government with a City Council comprised of the Mayor and six Councilmembers. The City Manager is the chief administrative officer for the City. Some of the services that the City provides are: public safety (police and fire protection), highways and streets, water and sewer utilities, health and social services, culture -recreation, and general administrative services. The 2020 Census population for the City was 57,526, while the 2023 estimated population is 61,814. The City covers approximately 37 square miles. INFECTIOUS DISEASE OUTBREAK — COVID-19 In March 2020, the World Health Organization and the President of the United States separately declared the outbreak of a respiratory disease caused by a novel coronavirus ("COVID-19") to be a public health emergency. On March 13, 2020, the Governor of Texas (the "Governor") declared a state of disaster for all counties in the State because of the effects of COVID-19. Subsequently, in response to a rise in COVID-19 infections in the State and pursuant to the Chapter 418 of the Texas Government Code, the Governor issued a number of executive orders intended to help limit the spread of COVID-19 and mitigate injury and the loss of life, including limitations imposed on business operations, social gatherings and other activities. Over the ensuing year, COVID-19 negatively affected commerce, travel and businesses locally and globally, and negatively affected economic growth worldwide and within the U.S., the State and the City. Following the widespread release and distribution of various COVID-19 vaccines beginning in December 2020 and a decrease in active COVID-19 cases generally in the United States, state governments (including Texas) have started to lift business and social limitations associated with COVID- 19. Under executive orders in effect as of the date of this Official Statement, there are no COVID-19 related operating limits for any business or other establishment in Texas. The Governor retains the right to impose additional restrictions on activities if needed in order to mitigate the effects of COVID-19. Additional information regarding executive orders issued by the Governor is accessible on the website of the Governor at https://gov.texas.gov/. Neither the information on, nor accessed through, such website of the Governor is incorporated by reference, either expressly or by implication, into this Official Statement. With the easing or removal of associated governmental restrictions, economic activity has increased. However, there are no assurances that economic activity will continue or increase at the same rate, especially if there are future outbreaks of COVID-19 or variants of COVID-19. The COVID-19 pandemic may result in lasting changes in some businesses and social practices, which could affect business activity and limit the growth of or reduce the City's ad valorem and sales tax collections. In addition, further or extended reductions in the value of stocks and other investments could impact employee retirement plans or other funds and could require actions by the State. The City cannot predict the long-term economic effect of COVID-19 or the effect of any future outbreak of COVID-19, or variants of COVID-19, or a similar virus on the City's operations or financial condition. * Preliminary, subject to change. See "The BONDS - Adjustment of Principal Amounts and/or Types of Bids" in the "Notice of Sale and Bidding Instructions". 7 PLAN OF FINANCING PURPOSE .. Proceeds from the sale of the Bonds will be used for (i) permanent public improvements for the City, including (a) developing, expanding, constructing, reconstructing, improving, repairing, extending, expanding and enhancing McMillen Drive, Park Boulevard and Ballard/Sachse Road, including sidewalks and necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights -of -way therefor; and (b) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing streets, thoroughfares, alleys and sidewalks, including necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights -of -way therefor; and (ii) to pay the costs associated with the issuance of the Bonds. SOURCES AND USES OF PROCEEDS ... The proceeds from the sale of the Bonds will be applied approximately as follows: Sources of Funds Par Amount Reoffering Premium Total Sources of Funds Uses of Funds Deposit to Project Fund Cost of Issuance Total Uses of Funds 8 The Bonds THE BONDS DESCRIPTION OF THE BONDS ... The Bonds are dated July 15, 2023 (the "Dated Date") and mature on February 15 in each of the years and in the amounts shown on the cover page hereof. Interest will accrue from the date of initial delivery thereof (the "Delivery Date"), will be computed on the basis of a 360-day year of twelve 30-day months, and will be payable on February 15 and August 15 of each year, commencing February 15, 2024, until maturity or prior redemption. The definitive Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book -Entry -Only System described herein. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar") to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "THE BONDS - Book -Entry -Only System" herein. AUTHORITY FOR ISSUANCE ... The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapter 1331, Texas Government Code, as amended, an election held in the City on November 2, 2021, and the Bond Ordinance. SECURITY AND SOURCE OF PAYMENT ... The principal of and interest on the Bonds are payable from a continuing direct annual ad valorem tax levied by the City, within the limits prescribed by law, upon all taxable property in the City. TAx RATE LIMITATION ... All taxable property within the City is subject to the assessment, levy and collection by the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax debt within the limit prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the City, and provides for a maximum ad valorem tax rate of $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the City adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attorney General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all general obligation debt service, as calculated at the time of issuance and based on a 90% collection rate. OPTIONAL REDEMPTION ... The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2033, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2032, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "THE BONDS - Optional Redemption"). MANDATORY SINKING FUND REDEMPTION ... In the event any of the Bonds are structured as term Bonds, such term Bonds will be subject to mandatory sinking fund redemption in accordance with the applicable provisions of the Bond Ordinance, which provisions will be included in the final Official Statement. NOTICE OF REDEMPTION ... Not less than 30 days prior to a redemption date for the Bonds, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Bonds to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the business day next preceding the date of mailing such notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN, WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. NOTICE HAVING BEEN SO GIVEN, THE BONDS CALLED FOR REDEMPTION SHALL BECOME DUE AND PAYABLE ON THE SPECIFIED REDEMPTION DATE, AND NOTWITHSTANDING THAT ANY BOND OR PORTION THEREOF HAS NOT BEEN SURRENDERED FOR PAYMENT, INTEREST ON SUCH BOND OR PORTION THEREOF SHALL CEASE TO ACCRUE. With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds 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 or such prerequisites are not satisfied, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. DEFEASANCE ... The Bond Ordinance provides that the City may discharge its obligations to the registered owners of any or all of the Bonds, as applicable, to pay principal and interest either (i) by depositing with the Paying Agent/Registrar or other lawfully authorized entity a sum of money equal to the principal of and all interest to accrue on such Bonds to maturity or redemption (if applicable) or (ii) by depositing with the Paying Agent/Registrar or other lawfully authorized entity amounts sufficient, together with the investments earnings thereon, to provide for the payment and/or redemption (if applicable) of such Bonds; provided that such deposits may be invested and reinvested only in (a) direct non -callable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the City adopts or approves the proceedings authorizing the issuance of refunding obligations, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent (c) 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 are rated as to investment quality by a nationally recognized investment rating firm not Tess than AAA or its equivalent and (d) any other then authorized securities or obligations that may be used to defease obligations such as the obligations under the then applicable laws of the State of Texas (collectively, "Government Securities"). City officials are authorized to limit the foregoing securities in connection with the sale of the Bonds and any such limitation will be reflected in the final Official Statement. 9 If any of the Bonds are to be redeemed prior to their respective dates of maturity, provision must have been made for the payment to the registered owners of such Bonds at the date of maturity or prior redemption of the full amount to which such owner would be entitled and for giving notice of redemption as provided in the Bond Ordinance. Under current State law, after such deposit as described above, such Bonds shall no longer be regarded as outstanding or unpaid. After firm banking and financial arrangements for the discharge and final payment or redemption of the Bonds have been made as described above, all rights of the City to initiate proceedings to call the Bonds for redemption or take any other action amending the terms of the Bonds are extinguished; provided, however, that the right to call the Bonds for redemption is not extinguished if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the reservation of that right to the owners of the Bonds immediately following the making of the firm banking and financial arrangements; and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Bonds. Because the Bond Ordinance does not contractually limit such investments, registered owners, may be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under State law. There is no assurance that the rating for U.S. Treasury securities or those for any other Government Security will be maintained at any particular rating category. BOOK -ENTRY -ONLY SYSTEM ... This section describes how ownership of the Bonds is to be transferred and how the principal of premium, if any, and interest on the Bonds are to be paid to and credited by The Depository Trust Company ("DTC'), New York, New York, while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book -Entry -Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City believes the source of such information to be reliable, but take no responsibility for the accuracy or completeness thereof. The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered security certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book - entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 10 Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the certificate documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the register and request that copies of the notices be provided directly to them. Redemption notices for the Bonds shall be sent to DTC. If less than all of the Bonds of a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar of each series, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Paying Agent/Registrar of each series, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or Paying Agent/Registrar of each series, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. USE OF CERTAIN TERMS IN OTHER SECTIONS OF THIS OFFICIAL STATEMENT ... In reading this Official Statement it should be understood that while the Bonds are in the Book -Entry -Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Bonds, but (i) all rights of ownership must be exercised through DTC and the Book -Entry -Only System, and (ii) except as described above, notices that are to be given to registered owners under the Bond Ordinance will be given only to DTC. Information concerning DTC and the Book -Entry -Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the City or the Financial Advisor. EFFECT OF TERMINATION OF BOOK -ENTRY -ONLY SYSTEM ... In the event that the Book -Entry -Only System is discontinued by DTC or the use of the Book -Entry -Only System is discontinued by the City, printed Bonds will be issued to the holders and the Bonds will be subject to transfer, exchange and registration provisions as set forth in the Bond Ordinance and summarized under "THE BONDS - Transfer, Exchange and Registration" below. PAYING AGENT/REGISTRAR ... The initial Paying Agent/Registrar for the Bonds is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. In the Bond Ordinance, the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are duly paid and any successor Paying Agent/Registrar shall be a commercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Bonds. If the City replaces the Paying Agent/Registrar, such Paying Agent/Registrar shall, promptly upon the appointment of a successor, deliver the Paying Agent/Registrar's records to the successor Paying Agent/Registrar, and the successor Paying Agent/Registrar shall act in the same capacity as the previous Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. PAYMENT ... Interest on the Bonds shall be paid to the registered owners appearing on the registration books of the Paying Agent/Registrar at the close of business on the Record Date (defined below), and such interest shall be paid (i) by check sent United States Mail, first class, postage prepaid to the address of the registered owner recorded in the registration books of the Paying Agent/Registrar or (ii) by such other method, acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the registered owner. Principal of the Bonds will be paid to the registered owner at their stated maturity upon presentation to the designated payment/transfer office of the Paying Agent/Registrar. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday or a day when banking institutions in the city where the designated payment/transfer office of the Paying Agent/Registrar is located are authorized to close, then the date for such payment shall be the next succeeding day which is not such a day, and payment on such date shall have the same force and effect as if made on the date payment was due. 11 TRANSFER, EXCHANGE AND REGISTRATION . . . In the event the Book -Entry -Only System should be discontinued, printed certificates will be delivered to the registered owners of the Bonds and thereafter the Bonds may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender to the Paying Agent/Registrar and such transfer or exchange shall be without expense or service charge to the registered owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Bonds may be assigned by the execution of an assignment form on the respective Bonds or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bonds being transferred or exchanged, at the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the new registered owner or his designee. To the extent possible, new Bonds issued in an exchange or transfer of Bonds will be delivered to the registered owner or assignee of the registered owner in not more than three business days after the receipt of the Bonds to be canceled, and the written instrument of transfer or request for exchange duly executed by the registered owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Bonds registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any one maturity and for a like aggregate designated amount as the Bonds surrendered for exchange or transfer. See "THE BONDS - Book -Entry -Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Bonds. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of the uncalled balance of a Bond. RECORD DATE FOR INTEREST PAYMENT ... The record date ("Record Date") for the interest payable on the Bonds on any interest payment date means the close of business on the last business day of the preceding month. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Holder of an Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. REMEDIES ... The Bond Ordinance does not specify events of default with respect to the Bonds. If the City defaults in the payment of principal, interest, or redemption price on the Bonds when due, or if it fails to make payments into any fund or funds created in the Bond Ordinance, or defaults in the observation or performance of any other covenants, conditions, or obligations set forth in the Bond Ordinance, the registered owners may seek a writ of mandamus to compel City officials to carry out their legally imposed duties with respect to the Bonds if there is no other available remedy at law to compel performance of the obligations set forth in the Bonds or the Bond Ordinance and the City's obligations are not uncertain or disputed. The issuance of a writ of mandamus is governed by equitable principles, and within the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. No assurance can be given that a mandamus or other legal action to enforce a default under the Bond Ordinance would be successful. The opinion of Bond Counsel will state that all opinions relative to the enforceability of the Bonds are qualified with respect to customary rights of debtors relative to their creditors. See "APPENDIX C — Form of Bond Counsel's Opinion." The Bond Ordinance does not provide for the appointment of a trustee to represent the interest of the bondholders upon any failure of the City to perform in accordance with the terms of the Bond Ordinance, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the registered owners. On April 1, 2016 the Texas Supreme Court ruled in Wasson Interests, Ltd. v. City of Jacksonville, 489 S.W. 3d 427 (Tex. 2016) ("Wasson") that the sovereign immunity does not imbue a city with derivative immunity when it performs proprietary, as opposed to governmental, functions in respect to contracts executed by a city. The Texas Supreme Court reviewed Wasson again in June 2018 and clarified that to determine whether governmental immunity applies to a breach of contract claim, the proper inquiry is whether the municipality was engaged in a governmental or proprietary function when it entered into the contract, not at the time of the alleged breach. Therefore in regard to municipal contract cases (as in tort claims) it is incumbent on the courts to determine whether a function was proprietary or governmental based upon the statutory guidance at the time of the contractual relationship. Texas jurisprudence has generally held that proprietary functions are those conducted by a city in its private capacity, for the benefit only of those within its corporate limits, and not as an arm of the government or under the authority or for the benefit of the state. If sovereign immunity is determined by a court to exist, then, the Texas Supreme Court has ruled in Tooke v. City of Mexia 197 S.W. 3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City's sovereign immunity from a suit for money damages, bondholders may not be able to bring such a suit against the City for breach of the obligations set forth in the Bonds or the covenants in the Bond Ordinance. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City's property. Further, the registered owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ("Chapter 9"). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or bondholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce creditors' rights would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion of Bond Counsel will note that all opinions relative to the enforceability of the Bond Ordinance and the Bonds are qualified with respect to the customary rights of debtors relative to their creditors. 12 AD VALOREM PROPERTY TAXATION The following is a summary of certain provisions of Stale law as it relates to ad valorem taxation and is not intended to be complete. Prospective investors are encouraged to review Title 1 of the Texas Tax Code, as amended (the "Property Tax Code'), for identification of property subject to ad valorem taxation, property exempt or which may be exempted from ad valorem taxation if claimed, the appraisal of property for ad valorem tax purposes, and the procedures and limitations applicable to the levy and collection of ad valorem taxes. VALUATION OF TAXABLE PROPERTY... The Property Tax Code provides for countywide appraisal and equalization of taxable property values and establishes in each county of the State an appraisal district and an appraisal review board (the "Appraisal Review Board") responsible for appraising property for all taxing units within the county. The appraisal of property within the City is the responsibility of the Collin Central Appraisal District, Dallas Central Appraisal District and Rockwall Central Appraisal District (collectively, the "Appraisal District"). Except as generally described below, the Appraisal District is required to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining market value of property, the Appraisal District is required to consider the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and use the method the chief appraiser of the Appraisal District considers most appropriate. The Property Tax Code requires appraisal districts to reappraise all property in its jurisdiction at least once every three (3) years. A taxing unit may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the taxing unit by petition filed with the Appraisal Review Board. State law requires the appraised value of an owner's principal residence ("homestead" or "homesteads") to be based solely on the property's value as a homestead, regardless of whether residential use is considered to be the highest and best use of the property. State law further limits the appraised value of a homestead to the lesser of (1) the market value of the property or (2) 110% of the appraised value of the property for the preceding tax year plus the market value of all new improvements to the property. The 10% increase is cumulative, meaning the maximum increase is 10% times the number of years since the property was last appraised. State law provides that eligible owners of both agricultural land and open -space land, including open -space land devoted to farm or ranch purposes or open -space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified as both agricultural and open -space land. The appraisal values set by the Appraisal District are subject to review and change by the Appraisal Review Board. The appraisal rolls, as approved by the Appraisal Review Board, are used by taxing units, such as the City, in establishing their tax rolls and tax rates (see "AD VALOREM PROPERTY TAXATION — City and Taxpayer Remedies"). STATE MANDATED HOMESTEAD EXEMPTIONS... State law grants, with respect to each taxing unit in the State, various exemptions for disabled veterans and their families, surviving spouses of members of the armed services killed in action and surviving spouses of first responders killed or fatally wounded in the line of duty. LOCAL OPTION HOMESTEAD EXEMPTIONS... The governing body of a taxing unit, including a city, county, school district, or special district, at its option may grant: (1) an exemption of up to 20% of the appraised value of all homesteads (but not less than $5,000) and (2) an additional exemption of at least $3,000 of the appraised value of the homesteads of persons sixty-five (65) years of age or older and the disabled. Each taxing unit decides if it will offer the local option homestead exemptions and at what percentage or dollar amount, as applicable. The exemption described in (2), above, may also be created, increased, decreased or repealed at an election called by the governing body of a taxing unit upon presentment of a petition for such creation, increase, decrease, or repeal of at least 20% of the number of qualified voters who voted in the preceding election of the taxing unit. LOCAL OPTION FREEZE FOR THE ELDERLY AND DISABLED... The governing body of a county, municipality or junior college district may, at its option, provide for a freeze on the total amount of ad valorem taxes levied on the homesteads of persons 65 years of age or older or of disabled persons above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon voter initiative, an election may be held to determine by majority vote whether to establish such a freeze on ad valorem taxes. Once the freeze is established, the total amount of taxes imposed on such homesteads cannot be increased except for certain improvements, and such freeze cannot be repealed or rescinded. PERSONAL PROPERTY... Tangible personal property (furniture, machinery, supplies, inventories, etc.) used in the "production of income" is taxed based on the property's market value. Taxable personal property includes income -producing equipment and inventory. Intangibles such as goodwill, accounts receivable, and proprietary processes are not taxable. Tangible personal property not held or used for production of income, such as household goods, automobiles or light trucks, and boats, is exempt from ad valorem taxation unless the governing body of a taxing unit elects to tax such property. FREEPORT AND GOODS -IN -TRANSIT EXEMPTIONS... Certain goods that are acquired in or imported into the State to be forwarded outside the State, and are detained in the State for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication ("Freeport Property") are exempt from ad valorem taxation unless a taxing unit took official action to tax Freeport Property before April 1, 1990 and has not subsequently taken official action to exempt Freeport Property. Decisions to continue taxing Freeport Property may be reversed in the future; decisions to exempt Freeport Property are not subject to reversal. 13 Certain goods, that are acquired in or imported into the State to be forwarded to another location within or without the State, stored in a location that is not owned by the owner of the goods and are transported to another location within or without the State within 175 days ("Goods -in -Transit"), are generally exempt from ad valorem taxation; however, the Property Tax Code permits a taxing unit, on a local option basis, to tax Goods -in -Transit if the taxing unit takes official action, after conducting a public hearing, before January 1 of the first tax year in which the taxing unit proposes to tax Goods -in -Transit. Goods -in -Transit and Freeport Property do not include oil, natural gas or petroleum products, and Goods -in -Transit does not include aircraft or special inventories such as manufactured housing inventory, or a dealer's motor vehicle, boat, or heavy equipment inventory. A taxpayer may receive only one of the Goods -in -Transit or Freeport Property exemptions for items of personal property. TEMPORARY EXEMPTION FOR QUALIFIED PROPERTY DAMAGED BY A DISASTER... The Property Tax Code entitles the owner of certain qualified (i) tangible personal property used for the production of income, (ii) improvements to real property, and (iii) manufactured homes located in an area declared by the governor to be a disaster area following a disaster and is at least 15 percent damaged by the disaster, as determined by the chief appraiser, to an exemption from taxation of a portion of the appraised value of the property. The amount of the exemption ranges from 15 percent to 100 percent based upon the damage assessment rating assigned by the chief appraiser. Except in situations where the territory is declared a disaster on or after the date the taxing unit adopts a tax rate for the year in which the disaster declaration is issued, the governing body of the taxing unit is not required to take any action in order for the taxpayer to be eligible for the exemption. If a taxpayer qualifies for the exemption after the beginning of the tax year, the amount of the exemption is prorated based on the number of days left in the tax year following the day on which the governor declares the area to be a disaster area. For more information on the exemption, reference is made to Section 11.35 of the Tax Code. Section 11.35 of the Tax Code was enacted during the 2019 legislative session, and there is no judicial precedent for how the statute will be applied. Texas Attorney General Opinion KP-0299, issued on April 13, 2020, concluded a court would likely find the Texas Legislature intended to limit the temporary tax exemption to apply to property physically harmed as a result of a declared disaster. OTHER EXEMPT PROPERTY... Other major categories of exempt property include property owned by the State or its political subdivisions if used for public purposes, property exempt by federal law, property used for pollution control, farm products owned by producers, property of nonprofit corporations used for scientific research or educational activities benefitting a college or university, designated historic sites, solar and wind -powered energy devices, and certain classes of intangible personal property. TAX INCREMENT REINVESTMENT ZONES... A city or county, by petition of the landowners or by action of its governing body, may create one or more tax increment reinvestment zones ("TIRZ") within its boundaries. At the time of the creation of the TIRZ, a "base value" for the real property in the TIRZ is established and the difference between any increase in the assessed valuation of taxable real property in the TIRZ in excess of the base value is known as the "tax increment". During the existence of the TIRZ, all or a portion of the taxes levied against the tax increment by a city or county, and all other overlapping taxing units that elected to participate, are restricted to paying only planned project and financing costs within the TIRZ and are not available for the payment of other obligations of such taxing units. TAx ABATEMENT AGREEMENTS... Taxing units may also enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The taxing unit, in turn, agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. For a discussion of how the various exemptions described above are applied by the City, see "CITY APPLICATION OF TAX CODE" herein. CITY AND TAXPAYER REMEDIES. . .Under certain circumstances, taxpayers and taxing units, including the City, may appeal the determinations of the Appraisal District by timely initiating a protest with the Appraisal Review Board. Additionally, taxing units such as the City may bring suit against the Appraisal District to compel compliance with the Property Tax Code. Owners of certain property with a taxable value in excess of the current year "minimum eligibility amount", as determined by the State Comptroller, and situated in a county with a population of one million or more, may protest the determinations of an appraisal district directly to a three -member special panel of the appraisal review board, appointed by the chairman of the appraisal review board, consisting of highly qualified professionals in the field of property tax appraisal. The minimum eligibility amount is set at $57,216,456 for the 2023 tax year, and is adjusted annually by the State Comptroller to reflect the inflation rate. The Property Tax Code sets forth notice and hearing procedures for certain tax rate increases by the City and provides for taxpayer referenda that could result in the repeal of certain tax increases (see "AD VALOREM PROPERTY TAXATION — Public Hearing and Maintenance and Operations Tax Rate Limitations"). The Property Tax Code also establishes a procedure for providing notice to property owners of reappraisals reflecting increased property value, appraisals which are higher than renditions, and appraisals of property not previously on an appraisal roll. 14 LEVY AND COLLECTION OF TAXES... The City is responsible for the collection of its taxes, unless it elects to transfer such functions to another governmental entity. Taxes are due October 1, or when billed, whichever comes later, and become delinquent after January 31 of the following year. A delinquent tax incurs a penalty of six percent (6%) of the amount of the tax for the first calendar month it is delinquent, plus one percent (1%) for each additional month or portion of a month the tax remains unpaid prior to July 1 of the year in which it becomes delinquent. If the tax is not paid by July 1 of the year in which it becomes delinquent, the tax incurs a total penalty of twelve percent (12%) regardless of the number of months the tax has been delinquent and incurs an additional penalty of up to twenty percent (20%) if imposed by the City. The delinquent tax also accrues interest at a rate of one percent (1%) for each month or portion of a month it remains unpaid. The Property Tax Code also makes provision for the split payment of taxes, discounts for early payment and the postponement of the delinquency date of taxes for certain taxpayers. Furthermore, the City may provide, on a local option basis, for the split payment, partial payment, and discounts for early payment of taxes under certain circumstances. CITY'S RIGHTS IN THE EVENT OF TAX DELINQUENCIES... Taxes levied by the City are a personal obligation of the owner of the property. On January 1 of each year, a tax lien attaches to property to secure the payment of all state and local taxes, penalties, and interest ultimately imposed for the year on the property. The lien exists in favor of each taxing unit, including the City, having power to tax the property. The City's tax lien is on a parity with tax liens of such other taxing units. A tax lien on real property takes priority over the claim of most creditors and other holders of liens on the property encumbered by the tax lien, whether or not the debt or lien existed before the attachment of the tax lien; however, whether a lien of the United States is on a parity with or takes priority over a tax lien of the City is determined by applicable federal law. Personal property, under certain circumstances, is subject to seizure and sale for the payment of delinquent taxes, penalty, and interest. At any time after taxes on property become delinquent, the City may file suit to foreclose the lien securing payment of the tax, to enforce personal liability for the tax, or both. In filing a suit to foreclose a tax lien on real property, the City must join other taxing units that have claims for delinquent taxes against all or part of the same property. Collection of delinquent taxes may be adversely affected by the amount of taxes owed to other taxing units, adverse market conditions, taxpayer redemption rights (a taxpayer may redeem property within two (2) years after the purchaser's deed issued at the foreclosure sale is filed in the county records), or bankruptcy proceedings which restrain the collection of a taxpayer's debt. Federal bankruptcy law provides that an automatic stay of actions by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post -petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases, post -petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. PUBLIC HEARING AND MAINTENANCE AND OPERATIONS TAX RATE LIMITATIONS... The following terms as used in this section have the meanings provided below: "adjusted" means lost values are not included in the calculation of the prior year's taxes and new values are not included in the current year's taxable values. "de minimis rate" means the maintenance and operations tax rate that will produce the prior year's total maintenance and operations tax levy (adjusted) from the current year's values (adjusted), plus the rate that produces an additional $500,000 in tax revenue when applied to the current year's taxable value, plus the debt service tax rate. "no -new -revenue tax rate" means the combined maintenance and operations tax rate and debt service tax rate that will produce the prior year's total tax levy (adjusted) from the current year's total taxable values (adjusted). "special taxing unit" means a city for which the maintenance and operations tax rate proposed for the current tax year is 2.5 cents or less per $100 of taxable value. "unused increment rate" means the cumulative difference between a city's voter -approval tax rate and its actual tax rate for each of the tax years 2020 through 2022, which may be applied to a city's tax rate in tax years 2021 through 2023 without impacting the voter -approval tax rate. "voter -approval tax rate" means the maintenance and operations tax rate that will produce the prior year's total maintenance and operations tax levy (adjusted) from the current year's values (adjusted) multiplied by 1.035, plus the debt service tax rate, plus the "unused increment rate". The City's tax rate consists of two components: (1) a rate for funding of maintenance and operations expenditures in the current year (the "maintenance and operations tax rate"), and (2) a rate for funding debt service in the current year (the "debt service tax rate"). Under State law, the assessor for the City must submit an appraisal roll showing the total appraised, assessed, and taxable values of all property in the City to the City Council by August 1 or as soon as practicable thereafter. 15 A city must annually calculate its voter -approval tax rate and no -new -revenue tax rate in accordance with forms prescribed by the State Comptroller and provide notice of such rates to each owner of taxable property within the city and the county tax assessor - collector for each county in which all or part of the city is located. A city must adopt a tax rate before the later of September 30 or the 60th day after receipt of the certified appraisal roll, except that a tax rate that exceeds the voter -approval tax rate must be adopted not later than the 71st day before the next occurring November uniform election date. If a city fails to timely adopt a tax rate, the tax rate is statutorily set as the lower of the no -new -revenue tax rate for the current tax year or the tax rate adopted by the city for the preceding tax year. As described below, the Property Tax Code provides that if a city adopts a tax rate that exceeds its voter -approval tax rate or, in certain cases, its de minimis rate, an election must be held to determine whether or not to reduce the adopted tax rate to the voter - approval tax rate. A city may not adopt a tax rate that exceeds the lower of the voter -approval tax rate or the no -new -revenue tax rate until each appraisal district in which such city participates has delivered notice to each taxpayer of the estimated total amount of property taxes owed and the city has held a public hearing on the proposed tax increase. For cities with a population of 30,000 or more as of the most recent federal decennial census, if the adopted tax rate for any tax year exceeds the voter -approval tax rate, that city must conduct an election on the next occurring November uniform election date to determine whether or not to reduce the adopted tax rate to the voter -approval tax rate. For cities with a population less than 30,000 as of the most recent federal decennial census, if the adopted tax rate for any tax year exceeds the greater of (i) the voter -approval tax rate or (ii) the de minimis rate, the city must conduct an election on the next occurring November uniform election date to determine whether or not to reduce the adopted tax rate to the voter -approval tax rate. However, for any tax year during which a city has a population of less than 30,000 as of the most recent federal decennial census and does not qualify as a special taxing unit, if a city's adopted tax rate is equal to or less than the de minimis rate but greater than both (a) the no -new -revenue tax rate, multiplied by 1.08, plus the debt service tax rate or (b) the city's voter -approval tax rate, then a valid petition signed by at least three percent of the registered voters in the city would require that an election be held to determine whether or not to reduce the adopted tax rate to the voter -approval tax rate. Any city located at least partly within an area declared a disaster area by the Governor of the State or the President of the United States during the current year may calculate its voter -approval tax rate using a 1.08 multiplier, instead of 1.035, until the earlier of (i) the second tax year in which such city's total taxable appraised value exceeds the taxable appraised value on January 1 of the year the disaster occurred, or (ii) the third tax year after the tax year in which the disaster occurred. State law provides cities and counties in the State the option of assessing a maximum one-half percent (1/2%) sales and use tax on retail sales of taxable items for the purpose of reducing its ad valorem taxes, if approved by a majority of the voters in a local option election. If the additional sales and use tax for ad valorem tax reduction is approved and levied, the no -new -revenue tax rate and voter -approval tax rate must be reduced by the amount of the estimated sales tax revenues to be generated in the current tax year. The calculations of the no -new -revenue tax rate and voter -approval tax rate do not limit or impact the City's ability to set a debt service tax rate in each year sufficient to pay debt service on all of the City's tax -supported debt obligations, including the Bonds. Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the calculation of the various defined tax rates. 2023 LEGISLATIVE SESSION AND FUTURE LEGISLATION ... The Regular Session of the 88th Texas Legislature convened on January 10, 2023 and concluded on May 29, 2023. The Governor called a first special session of the 88th Texas Legislature which concludes no later than June 28, 2023. The Governor may call one or more additional special sessions which may last no more than 30 days and for which the Governor sets the agenda. During the legislative session, the Legislature will consider a general appropriations act and may consider legislation affecting ad valorem taxation procedures affecting cities. The City can make no representations or predictions regarding any actions the Legislature may take during the 88th Texas legislative session concerning the substance or the effect of any legislation that may be passed in the future or how such legislation could affect the City. CITY APPLICATION OF TAX CODE ... The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $30,000, and the disabled are also granted an exemption of $30,000. The City has not granted an additional exemption of 20% of the market value of residence homesteads; minimum exemption of $5,000. See Table 1 for a listing of the amounts of the exemptions described above. 16 The City has adopted the tax freeze for citizens who are disabled or are 65 years of age or older. The act of the City Council to provide a tax freeze on homesteads of persons 65 and older or disabled occurred in May 2004. As a result of the adoption of the freeze, total City taxes on the residence homestead of a disabled person or persons 65 years of age or older residing in the City will be frozen at the level of taxes billed for the 2004-05 fiscal year, or to the amount of taxes imposed in the year such residence qualified for such exemption. In order to qualify for the exemption, a taxpayer must make application to the Appraisal District. The City has not made a comprehensive study regarding the impact that the freeze will have on the taxable assessed value of the City in future years. However, based upon data obtained from the Appraisal District as to the number of properties in the City that currently qualify for the City's over 65 and disabled local option homestead exemption, the City does not believe that the tax freeze will be significant, at least in the short-term, but as the population of the City ages, the freeze could have a greater impact on the City's ad valorem tax revenues. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness personal property; and Collin County Tax Office collects taxes for the City. The City does not permit split payments of taxes, and discounts for the early payment of taxes are not allowed, although such provisions are authorized on a local option basis by the Property Tax Code. The City exempts freeport property from taxation. The City does tax goods -in -transit. The City does not collect the additional one-half cent sales tax for reduction of ad valorem taxes. The City does not participate in any tax increment reinvestment zones. TAX ABATEMENT POLICY ... The City considers economic development incentives on a case -by -case basis, including criteria pertaining to job creation and property value enhancement. Consideration is also given to a project's impact on future development and location in an area that might not otherwise be developed. Under State law, projects are eligible for a tax abatement of up to 100% for a period of up to 10 years. The value of the property subject to abatement is set forth in Table 1 - Valuation, Exemptions and General Obligation Debt. [THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY] 17 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT 2022/23 Market Valuation Established by the Appraisal District $ 7,682,975,549 Less Exemptions/Reductions at 100% Market Value: Residence Homestead Exemption Over 65 $ 64,643,730 Disabled PersonsNeterans Exemptions 76,420,758 Agricultural Land Use Reductions 48,678,638 Homestead Cap Loss 616,334,325 Prorated Exemptions 778,880 Pollution 3,210,416 Solar 1,036,838 PPV (Leased Property) 26,299,358 Tax Abetement Exemptions 347,640 837,750,583 2022/23 Taxable Assessed Valuation $ 6,845,224,966 City Funded Debt Payable from Ad Valorem Taxes (as of 3/1/23) General Obligation Debt The Bonds $ 63,535,000 16,460,000 (1) Funded Debt Payable from Ad Valorem Taxes as of 3/1/2023 $ 79,995,000 Less Self -Supporting Debt: (2) Park and Recreational Facilities Development Corporation General Obligation Debt $ 755,000 Waterworks and Sewer System General Obligation Debt 7,945,000 General Purpose Funded Debt Payable from Ad Valorem Taxes $ 71,295,000 Interest and Sinking Fund as of 4/30/23 $ 1,364,301 Ratio Total Funded Debt to Taxable Assessed Valuation 1.17% Ratio Net Funded Debt to Taxable Assessed Valuation 1.04% 2023 Estimated Population - 61,814 Per Capita Taxable Assessed Valuation - $110,739 Per Capita Total Funded Debt - $1,294 Per Capita Net Funded Debt - $1,153 (1) Preliminary, subject to change. (2) General obligation debt in the amounts shown for which repayment is provided from water and sewer system revenues and 4B local sales and use tax revenues. The amount of self-supporting debt is based on the percentages of revenue support as shown in Table 10. It is the City's current policy to provide these payments from such revenues; however, this policy is subject to change in the future. In the event the City chooses to discontinue such transfers or such revenues are not otherwise available to pay debt service on such general obligation debt, the City will be required to levy ad valorem taxes or to appropriate other lawfully available funds, including financial reserves, if any, of the City in amounts sufficient to pay the debt service on such general obligation debt. See "Table 10 — Computation of Self -Supporting Debt." 18 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY Category Real, Residential, Single -Family Real, Residential, Multi -Family Real, Vacant Lots Tracts Real, Acreage (Land Only) Real, Farm and Ranch Improvements Real, Commercial and Industrial Real, Inventory Real and Intangible Personal, Utilities Tangible Personal, Business Tangible Personal, Other Special Inventory Total Appraised Value Before Exemptions Adjustments Less: Total Exemption/Reductions Taxable Assessed Value Category Real, Residential, Single -Family Real, Residential, Multi -Family Real, Vacant Lots Tracts Real, Acreage (Land Only) Real, Farm and Ranch Improvements Real, Commercial and Industrial Real, Inventory Real and Tangible Personal, Utilities Tangible Personal, Business Tangible Personal, Other Special Inventory Total Appraised Value Before Exemptions Adjustments Less: Total Exemption/Reductions Taxable Assessed Value Taxable Appraised Value for Fiscal Year Ended September 30, 2023 2022 2021 Amount $ 5,946,623,792 369,534,235 85,789,068 49,131,451 13,400,926 700,932,999 76,703,661 299,309,936 42,621,039 98,928,442 $ 7,682,975,549 (837,750,583) $ 6,845,224,966 % of Total 77.40% 4.81% 1.12% 0.64% 0.17% 9.12% 0.00% 1.00% 3.90% 0.55% 1.29% 100.00% Amount $ 4,536,513,788 270,025,943 74,251,814 47,356,646 12,272,398 627,847,339 70,768,524 71,161,841 246,435,478 32,227,445 1,139,478 $ 5,990,000,694 (7,214,086) (693,170,585) $ 5,289,616,023 Taxable Appraised Value for Fiscal Year Ended September 30, % of % of Total Amount Total 75.73% $4,106,007,528 4.51% 257,435,340 1.24% 51,186,303 0.79% 58,120,621 0.20% 36,997,931 10.48% 608,017,346 1.18% 77,068,052 1.19% 66,005,594 4.11% 260,191,655 0.54% 26,054,606 0.02% 1,806,731 100.00% $5,548,891,707 (41,999,370) (625,244,739) $ 4,881,647,598 2020 2019 % of % of Amount Total Amount Total $ 3,934,408,307 74.20% $ 3,592,266,201 73.91 % 214,960,894 4.05% 196,407,072 4.04% 55,631,839 1.05% 46,253,094 0.95% 50,529,368 0.95% 56,859,399 1.17% 48,341,586 0.91% 27,313,555 0.56% 573,253,600 10.81% 535,973,475 11.03% 79,636,754 1.50% 83,451,181 1.72% 63,201,488 1.19% 60,426,465 1.24% 253,787,961 4.79% 239,992,890 4.94% 26,756,476 0.50% 20,040,758 0.41 % 1,758,580 0.03% 1,423,468 0.03% $ 5,302,266,853 100.00% $ 4,860,407,558 100.00% (29,080,959) (4,673,425) (596,271,476) (596,230,344) $4,676,914,418 $4,259,503,789 74.00% 4.64% 0.92% 1.05% 0.67% 10.96% 1.39% 1.19% 4.69% 0.47% 0.03% 100.00% NOTE: Valuations shown are certified taxable assessed values reported by the Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal Districts updates records. 19 TABLE 3 - VALUATION AND TAX SUPPORTED DEBT HISTORY Fiscal Year Taxable Ended Estimated Assessed 9/30 Population Valuation 2019 53,653 (1) $4,259,503,789 2020 55,156 t0 4,676,914,418 2021 58,797 (2) 4,881,647,598 2022 60,561 (3) 5,289,616,023 2023 61,814 (3) 6,845,224,966 Taxable Assessed Valuation Per Capita $ 79,390 84,794 83,025 87,344 110,739 G.O. Ratio of G.O. Tax Debt G.O. Tax Debt Tax Outstanding to Taxable Debt at End Assessed Per of Year Valuation Capita $ 83,575,000 1.96% $ 1,558 76,870,000 1.64% 1,394 74,420,000 1.52% 1,266 71,460,000 1.35% 1,180 79,995,000 (4) 1.17% 1,294 (1) Population estimates from the North Texas Council of Governments, as modified by City staff. (2) Population estimate based on 2020 Census, as modified by City Staff. (3) Source: City Staff. (4) Projected; includes the Bonds. Preliminary, subject to change. TABLE 4 - TAX RATE, LEVY, AND COLLECTION HISTORY Fiscal Year Distribution Ended Tax General Interest and % Current % Total 9/30 Rate Fund Sinking Fund Tax Levy Collections Collections 2019 $ 0.72585 $ 0.53821 $ 0.18764 $ 32,977,950 99.36% 100.00% 2020 0.68845 0.51623 0.17223 34,488,548 99.12% 99.14% 2021 0.67198 0.51218 0.15980 35,349,912 99.70% 100.00% 2022 0.64375 0.49186 0.15189 36,838,809 99.45% 99.65% 2023 0.56233 0.42792 0.13441 37,764,208 102.25% (1) 102.45% (1) (1) Preliminary information as of April 30, 2023, provided by City staff. TABLE 5 - TEN LARGEST TAXPAYERS Name of Taxpayer BVF-V Wylie LLC Sanden International (USA) Inc. Seventy8 & Westgate LP LPRE Wylie LLC Creekside South Gardens LP Woodbridge Wylie Owner LLC Tower Extrusion LTD Wylie Apartments LP Yes Companies LLC 2000 Country Club Road LLC Nature of Property Real Estate/Apartments Manufacturing Real Estate/Apartments Real Estate Real Estate/Apartments Retail Manufacturing Real Estate/Apartments Employment Services Real Estate/Apartments 20 2022/23 Taxable Assessed Valuation $ 53,470,016 51,442,438 49,428,591 48,400,911 44,502,244 41,312,854 38,803,014 33,185,459 32,388,000 30,999,032 $ 423,932,559 % of Total Taxable Assessed Valuation 0.78% 0.75% 0.72% 0.71% 0.65% 0.60% 0.57% 0.48% 0.47% 0.45% 6.19% GENERAL OBLIGATION DEBT LIMITATION ... No general obligation debt limitation is imposed on the City under current State law or the City's Home Rule Charter (see "THE BONDS — Tax Rate Limitation"). TABLE 6 - TAX ADEQUACY (I) 2023 Principal and Interest Requirements $0.1405 Tax Rate at 98% Collection Produces Average Annual Principal and Interest Requirements, 2023 - 2043 $0.0728 Tax Rate at 98% Collection Produces Maximum Principal and Interest Requirements, 2028 $0.1617 Tax Rate at 98% Collection Produces $ 9,421,003 $ 9,425,190 $ 4,877,740 $ 4,883,657 $ 10,841,644 $ 10,847,354 (1) Includes the Bonds, less self-supporting debt (See "Table 10 — Computation of Self -Supporting Debt"). Preliminary, subject to change. TABLE 7 - ESTIMATED OVERLAPPING DEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax bonds ("Tax Debt") was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain of the entities listed may have issued additional Tax Debt since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional Tax Debt, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. Taxing Jurisdiction City of Wylie Collin County Collin County Community College District Dallas County Dallas County Community College District Dallas County Hospital District Farmersville Independent School District Garland Independent School District Lovejoy Independent School District Plano Independent School District Rockwall County Rockwall Independent School District Wylie Independent School District Total Direct and Overlapping Tax Debt Ratio of Direct and Overlapping Tax Debt to Per Capita Direct and Overlapping Tax Debt 2022/23 City's Authorized Taxable 2022/23 Total Estimated Overlapping But Unissued Assessed Tax Tax % Tax Debt Debt As of Value Rate Debt Applicable 4/30/2023 4/30/2023 $ 6,845,224,966 $0.56233 $ 71,295,000 (D 100.00% $ 71,295,000 $ 44,600,000 196,328,281,726 0.16800 478,430,000 3.23% 15,453,289 266,445,000 200,805,384,256 0.08122 498,565,000 3.23% 16,103,650 332,456,203,815 0.21800 236,605,000 0.03% 70,982 345,099,767,531 0.11600 375,515,000 0.03% 112,655 752,000,000 337,462,373,563 0.23600 559,905,000 0.03% 167,972 1,030,995,508 1.28900 60,075,000 0.07% 42,053 27,931,306,437 1.17250 383,830,000 0.35% 1,343,405 3,831,049,155 1.47500 133,285,000 0.01% 13,329 9,500,000 68,443,984,241 1.26000 1,021,095,000 0.19% 1,940,081 696,301,000 18,400,982,697 0.29250 137,325,000 0.57% 782,753 150,000,000 14,373,297,428 1.21460 676,649,869 0.66% 4,465,889 285,845,000 8,615,193,455 1.39800 419,993,687 63.07% 264,890,018 Taxable Assessed Valuation $ 376,681,073 5.50% $ 6,094 (1) As of April 30, 2023. Includes the Bonds, less self-supporting debt. Preliminary, subject to change. 21 TABLE 8 - GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS Less: Less: Fiscal Water and 4B Tax Year Total Sewer Self- Self - Ended Outstanding Debt (I) The Bonds (2) Outstanding Supporting Supporting 9/30 Principal Interest Total Principal Interest Total Debt Requirements (3) Requirements 2023 $ 7,925,000 $ 2,951,747 $ 10,876,747 $ $ $ $ 10,876,747 $ 1,067,694 $ 388,050 2024 8,355,000 2,412,056 10,767,056 460,000 804,750 1,264,750 12,031,807 1,063,044 387,100 2025 8,750,000 2,024,881 10,774,881 525,000 741,256 1,266,256 12,041,138 1,061,869 390,775 2026 8,770,000 1,625,506 10,395,506 550,000 714,381 1,264,381 11,659,888 1,054,169 2027 9,185,000 1,209,631 10,394,631 575,000 686,256 1,261,256 11,655,888 1,049,944 2028 9,320,000 792,106 10,112,106 605,000 656,756 1,261,756 11,373,863 532,219 2029 3,065,000 528,256 3,593,256 640,000 625,631 1,265,631 4,858,888 531,519 2030 1,400,000 445,431 1,845,431 670,000 592,881 1,262,881 3,108,313 537,219 2031 1,455,000 398,481 1,853,481 705,000 558,506 1,263,506 3,116,988 539,394 2032 1,515,000 352,475 1,867,475 740,000 522,381 1,262,381 3,129,856 540,838 2033 1,520,000 308,478 1,828,478 780,000 484,381 1,264,381 3,092,859 546,463 2034 1,575,000 264,544 1,839,544 820,000 444,381 1,264,381 3,103,925 551,156 2035 1,630,000 218,369 1,848,369 860,000 402,381 1,262,381 3,110,750 554,906 2036 1,685,000 169,841 1,854,841 905,000 358,256 1,263,256 3,118,097 557,675 2037 1,745,000 118,656 1,863,656 950,000 311,881 1,261,881 3,125,538 564,366 2038 1,230,000 75,084 1,305,084 995,000 266,988 1,261,988 2,567,072 2039 645,000 50,031 695,031 1,040,000 223,744 1,263,744 1,958,775 2040 660,000 34,550 694,550 1,085,000 178,588 1,263,588 1,958,138 2041 675,000 18,681 693,681 1,135,000 130,703 1,265,703 1,959,3 84 2042 355,000 5,325 360,325 1,185,000 79,953 1,264,953 1,625,278 2043 - - - 1,235,000 27,016 1,262,016 1,262,016 $71,460,000 $ 14,004,131 $ 85,464,131 $ 16,460,000 $ 8,811,072 $25,271,072 $110,735,204 $ 10,752,472 $ 1,165,925 Total Debt Less Self- % of Supporting Principal (3) Requirements Retired $ 9,421,003 10,581,663 10,588,494 10,605,719 10,605,944 51.29% 10,841,644 4,327,369 2,571,094 2,577,594 2,589,019 74.17% 2,546,397 2,552,769 2,555,844 2,560,422 2,561,172 88.35% 2,567,072 1,958,775 1,958,138 1,959,384 1,625,278 98.60% 1,262,016 100.00% $ 98,816,806 "Outstanding Debt" does not include lease/purchase obligations. Includes self-supporting debt. Average life of the issue - 11.651 years. Interest on the Bonds has been calculated at the average rate of 4.24% for purposes of illustration. Preliminary, subject to change. General obligation debt in the amounts shown for which repayment is provided from water and sewer system revenues and 4B sales tax revenues, as applicable. The amount of self- supporting debt is based on the percentages of revenue support as shown in Table 10. It is the City's current policy to provide these payments from such revenues; however, this policy is subject to change in the future. In the event the City chooses to discontinue such transfers or such revenues are not otherwise available to pay debt service on such general obligation debt, the City will be required to levy ad valorem taxes or to appropriate other lawfully available funds, including financial reserves, if any, of the City in amounts sufficient to pay the debt service on such general obligation debt. See "Table 10 - Computation of Self -Supporting Debt." TABLE 9 - INTEREST AND SINKING FUND BUDGET PROJECTION (1) Budgeted Tax Supported Debt Service Requirements, Fiscal Year Ending 9-30-23 $ 9,429,005 Budgeted Interest and Sinking Fund Balance, 9-30-22 $ 826,398 Budgeted Interest and Sinking Fund Tax Levy 9,057,658 Interest Income 2,400 Budgeted Transfers 9,886,456 Estimated Balance, 9-30-23 $ 457,451 (1) Source: City's 2022/23 Budget. Includes fiscal agent charges. TABLE 10 - COMPUTATION OF SELF-SUPPORTING DEBT (1) Water and Sewer System Revenue Supported Debt Revenue from Waterworks and Sewer System, Fiscal Year Ended 9-30-22 $ 9,846,701 Less: Revenue Bond Requirements, 2023 Fiscal Year Balance Available for Other Purposes $ 9,846,701 System General Obligation Bond Requirements, 2023 Fiscal Year 1,067,694 Balance $ 8,779,007 Percentage of System General Obligation Bonds Self Supporting 100.00% 4B Sales Tax Supported Debt Gross 4B Sales Tax Revenue, Fiscal Year Ended 9-30-22 (2) $ 3,789,966 Less: 4B Sales Tax Revenue Bond Debt Requirements, 2021 Fiscal Year Balance Available for Other Purposes $ 3,789,966 Less: Debt Requirements payable from 4B Sales Tax Revenue, 2023 Fiscal Year 388,050 Balance $ 3,401,916 Percentage of Debt Service Self -Supporting from 4B Sales Tax Revenue 100.00% (1) The City considers the general obligation debt identified in Table 10 to be self-supporting from the City's water and sewer system (the "System") and from the 4B local sales and use tax as indicated; however, neither the System revenues nor the 4B local sales and use tax revenues are pledged to the City's general obligation debt. It is the City's current policy to provide these payments from System revenues and 4B local sales and use tax revenues, respectively, but this policy is discretionary and may be discontinued by the City, in whole or in part, at any time. In the event the City chooses to discontinue such transfer of System revenues and/or 4B local sales and use tax revenues or such revenues are not otherwise available to pay debt service on such general obligation debt, the City will be required to levy ad valorem taxes or to appropriate other lawfully available funds, including financial reserves, if any, of the City in amounts sufficient to pay the debt service on such general obligation debt. (2) Sales tax revenue can be volatile and is generally not subject to the control of the City; while sales tax revenues have grown significantly in the City in recent years (see "Table 14 - Municipal Sales Tax History") no assurance can be given that the 4B local sales and use tax revenue that is anticipated to be used to pay debt service will be sufficient in any future year for that purpose. The 4B Sales Tax is levied pursuant to the authority of Article 5190.6, Vernon's Texas Civil Statutes, Section 4B which has been codified as Chapter 504, Texas Local Government Code, as amended. TABLE 11 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS Amount Amount Date Amount Heretofore Being Unissued Purpose Authorized Authorized Issued Issued Balance McMillan Drive, Park Blvd & Ballard/Sachse Road Improvements 11/2/2021 $ 35,100,000 $ 2,500,000 $15,000,000 $ 17,600,000 General Street and Alley Improvements 11/2/2021 10,000,000 2,000,000 2,000,000 6,000,000 Downtown Historic Street Improvements 11/2/2021 5,000,000 1,000,000 - 4,000,000 $50,100,000 $ 5,500,000 $ 17,000,000 $ 27,600,000 ANTICIPATED ISSUANCE OF GENERAL OBLIGATION DEBT ... The City does not anticipate issuing additional general obligation debt within the next 6 months. 23 TABLE 12 - OTHER OBLIGATIONS The City entered into a capital lease agreement to finance the acquisition of equipment with historical cost of $1,130,553. The Equipment has been capitalized and reported as capital assets of the governmental activities. Fiscal Year Ending September 30, Principal Interest Total 2024 160,983 9,355 170,338 $ 160,983 $ 9,355 $ 170,338 PENSION FUND ... The City participates as one of 866 plans in the nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System (TMRS). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G, Title 8, Texas Government Code (the TMRS Act) as an agent multiple -employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the System with a six -member Board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. All eligible employees of the City are required to participate in TMRS. TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the governing body of the City, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee's contributions, with interest, and the city -financed monetary credits with interest were used to purchase an annuity. Members may choose to receive their retirement benefit in one of seven payments options. Members may also choose to receive a portion of their benefit as a Partial Lump Sum Distribution in an amount equal to 12, 24, or 36 monthly payments, which cannot exceed 75% of the member's deposits and interest. At the date the plan began, the City granted monetary credits for service rendered before the plan began of a theoretical amount at least equal to two times what would have been contributed by the employee, with interest, prior to establishment of the plan. Monetary credits for service since the plan began are a percent (100%, 150%, or 200%) of the employee's accumulated contributions. In addition, the City can grant, as often as annually, another type of monetary credit referred to as an updated service credit which is a theoretical amount which, when added to the employee's accumulated contributions and the monetary credits for service since the plan began, would be the total monetary credits and employee contributions accumulated with interest if the current employee contribution rate and city matching percent had always been in existence and if the employee's salary had always been the average of his salary in the last three years that are one year before the effective date. At retirement, the benefit is calculated as if the sum of the employee's accumulated contributions with interest and the employer -financed monetary credits with interest were used to purchase an annuity. Members can retire at ages 60 and above with 5 or more years of service or with 20 years of service. A member is vested after 5 years. The plan provisions are adopted by the governing body of the City, within the options available in the state statutes governing TMRS and within the actuarial constraints also in the statutes. At the December 31, 2020 valuation and measurement date, the following employees were covered by the benefit terms: Inactive Employees or Beneficiaries Currently Receving Benefits 122 Inactive Employees Entitled to But Not Yet Receving Benefits 217 Active Employees 352 691 Contribution ... The contribution rates for employees in TMRS are either 5%, 6%, or 7% of employee gross earnings, and the city matching percentages are either 100%, 150%, or 200%, both as adopted by the governing body of the city. Under the state law governing TMRS, the contribution rate for each city is determined annually by the actuary, using the Entry Age Normal (EAN) actuarial cost method. The actuarially determined rate is the estimated amount necessary to finance the cost of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. Employees for the City were required to contribute 7.0% of their annual gross earnings during the fiscal year. The contribution rates for the City were 15.50% and 15.39% in calendar years 2021 and 2022, respectively. The City's contributions to TMRS for the year ended September 30, 2022 (including $43,652 of contributions by WEDC) were $3,958,173 and were equal to the required contributions. Net Pension Liability ... The City's Net Pension Liability (NPL) was measured as of December 31, 2021 and the Total Pension Liability (TPL) used to calculate the NPL was determined by an actuarial valuation as of that date. 24 Actuarial assumptions: The Total Pension Liability in the December 31, 2021 actuarial valuation was determined using the following actuarial assumptions: Inflation 2.5% per year Overall payroll growth 3.50% to 11.50% including inflation Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation Actuarial cost method Entry Age Normal Amortization method Level percentage of payroll; closed Salary increases were based on a service -related table. Mortality rates for post -retirement were based on the 2019 Municipal Retirees of Texas Mortality Tables. The rates are projected on a fully generational basis with scale UMP. Mortality rates for pre - retirement were based on PUB(10) mortality tables, with the Public Safety table used for males and the General Employee table used for females. The rates are projected on a fully generational basis with scale UMP. Actuarial assumptions used in the December 31, 2021 valuation were developed primarily from the actuarial investigation of the experience of TMRS over the four-year period from December 31, 2014 to December 31, 2018. They were first adopted in 2019 and first used in the December 31, 2019 actuarial valuation. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. In determining their best estimate of a recommended investment retum assumption under the various alternative asset allocation portfolios, GRS focused on the area between (1) arithmetic mean (aggressive) without an adjustment for time (conservative) and (2) the geometric mean (conservative) with an adjustment for time (aggressive). The target allocation and best estimates of arithmetic real rates of return for each major asset class in fiscal year 2022 are summarized in the following table: Long -Term Expected Real Target Rate of Return Asset Class Allocation (Arithmetic) Global Equity 30.0% 5.30% Core Fixed Income 10.0% 1.25% None -Core Fixed Income 20.0% 4.14% Real Return 10.0% 3.85% Real Estate 10.0% 4.00% Absolute Return 10.0% 3.48% Private Equity 10.0% 7.75% Total 100.0% Discount Rate ... The discount rate used to measure the Total Pension Liability was 6.75%. The projection of cash flows used to determine the discount rate assumed that employee and employer contributions will be made at the rates specified in statute. Based on that assumption, the pension plan's Fiduciary Net Position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the Total Pension Liability. Allocations ... The City's net pension liability, pension expense, and deferred outflows of resources related to TMRS have been allocated between governmental activities, business -type activities, and the discretely presented component unit using a contribution -based method. 25 Balance at 12/31/2020 Changes for the year: Service cost Interest Change of benefit terms Difference between expected and actual experience Changes of assumptions Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contributions Administrative expense Other changes Net changes Balance at 12/31/2021 Increase (Decrease) Total Pension Liability (a) $ 92,826,424 4,267,960 6,315,835 (439,930) (2,784,954) 7,358,911 $100,185,335 Plan Fiduciary Net Position (b) $ 79,309,925 Net Pension Liability (a) - (b) $ 13,516,499 $ 4,267,960 6,315,835 (439,930) 3,678,159 (3,678,159) 1,668,335 (1,668,335) 10,362,682 (10,362,682) (2,784,954) (47,839) 47,839 327 (327) 12,876,710 (5,517,799) $ 92,186,635 $ 7,998,700 The following presents the net pension liability of the City, calculated using the discount rate of 6.75%, as well as what the City's net pension liability would be if it were calculated using a discount rate that is 1 percentage -point lower (5.75%) or 1 percentage - point higher (7.75%) than the current rate: City WEDC Total 1% Decrease in Discount Rate (5.75%) $28,862,144 457,039 $29,319,183 Discount Rate (6.75%) $ 7,874,013 124,687 $ 7,998,700 1 % Increase in Discount Rate (7.75%) $ 766,572 12,139 $ 778,711 For the year ended September 30, 2022, the City recognized pension expense of $2,649,669 (including $29,437 recognized by WEDC). OTHER POST -EMPLOYMENT BENEFITS ... Texas Municipal Retirement System ("TMRS") administers a defined benefit group - term life insurance plan known as the Supplemental Death Benefits Fund ("SDBF"). This is a voluntary program in which participating member cities may elect, by ordinance, to provide group -term life insurance coverage for their active members, including or not including retirees. Employers may terminate coverage under and discontinue participation in the SDBF by adopting an ordinance before November 1 of any year to be effective the following January 1. The City has elected to participate in the SDBF for its active members including retirees. As the SDBF covers both active and retiree participants, with no segregation of assets, the SDBF is considered to be an unfunded single -employer OPEB plan (i.e. no assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB Statement No. 75) for City reporting. FINANCIAL OBLIGATION TO NORTH TEXAS MUNICIPAL WATER DISTRICT . . . The City has entered into a contract with the North Texas Municipal Water District ("NTMWD") to provide for the construction, operation and maintenance of the NTMWD's Regional Muddy Creek Wastewater System ("System") for the purpose of providing facilities to receive, transport, treat, and dispose of wastewater. The City remains obligated to pay it's pro rata portion of the costs of constructing and operating the System, including repayment of bonds issued by NTMWD for the System, which is calculated each year based on the City's actual flow into the System. The City's obligations are an annual payment that is factored into the City budget each fiscal year. For more information regarding the System and the City's long-term financial obligations related to the System, please see APPENDIX B — Excerpts from the City's Comprehensive Annual Financial Report. 26 TABLE 13 — CHANGES IN NET ASSETS FINANCIAL INFORMATION Fiscal Year Ended September 30, Revenues: 2022 2021 2020 2019 2018 Program Revenues Charges for Services $ 9,137,190 $ 8,125,454 $ 7,736,212 $ 6,906,667 $ 6,713,594 Operating Grants and Contributions 663,356 730,139 388,250 505,924 346,444 Capital Grants and Contributions 7,619,607 10,810,966 11,902,495 7,217,417 11,809,600 General Revenues Ad Valorem Taxes 36,723,108 35,629,027 34,300,635 33,275,978 31,459,533 Sales Taxes 12,951,476 11,832,404 10,037,707 8,967,508 7,859,294 Other Taxes and Fees 2,929,590 2,675,866 2,734,736 2,883,573 2,749,138 Interest 307,155 31,845 188,991 495,039 312,765 Gain (Loss) Disposal of Capital Assets 2,706,165 1,109 77,901 - 22,460 Miscellaneous 610,600 276,181 914,338 559,846 356,159 Total Revenues $ 73,648,247 $ 70,112,991 $ 68,281,265 $ 60,811,952 $ 61,628,987 Expenses: General Government $ 13,682,957 $ 12,690,079 $ 12,134,312 $ 11,634,904 $ 10,540,621 Public Safety 25,164,617 23,478,532 23,057,208 22,175,998 20,843,027 Urban Development 1,020,885 1,121,650 1,108,956 1,346,364 1,354,808 Streets 10,393,464 9,133,138 9,259,873 8,912,861 8,832,924 Community Service 9,217,814 9,309,304 9,860,490 9,530,076 9,561,750 Interest on Long-term Debt 2,118,360 2,235,277 2,448,009 2,688,231 2,659,653 Total Expenses $ 61,598,097 $ 57,967,980 $ 57,868,848 $ 56,288,434 $ 53,792,783 Increase in Net Assets Before Transfers $ 12,050,150 $ 12,145,011 $ 10,412,417 $ 4,523,518 $ 7,836,204 Transfers 2,488,646 2,416,161 2,405,244 2,273,616 2,166,807 Increase in Net Assets $ 14,538,796 $ 14,561,172 $ 12,817,661 $ 6,797,134 $ 10,003,011 Net Assets - October 1 199,676,644 185,115,472 172,297,811 165,500,677 155,815,172 Change in Accounting Principle - - - - (317,506) Net Assets - September 30 $ 214,215,440 $199,676,644 $185,115,472 $172,297,811 $165,500,677 27 TABLE 13A - GENERAL FUND REVENUES AND EXPENDITURES HISTORY Fiscal Year Ended September 30, Revenues 2022 _ 2021 2020 2019 2018 Taxes $39,319,709 $37,638,093 $35,288,325 $33,337,623 $31,309,638 Licenses and Permits 1,350,938 1,278,509 1,025,896 1,047,914 1,128,764 Intergovernmental 2,759,195 4,971,524 1,769,063 1,400,092 1,301,157 Charges for Services 4,292,868 4,224,910 4,044,908 3,856,617 3,585,147 Fines and Forfeitures 315,067 290,479 221,861 302,933 466,087 Interest 174,728 18,218 77,011 213,599 145,173 Miscellaneous 526,831 278,442 173,347 240,830 404,224 Total Revenues $ 48,739,336 $ 48,700,175 $ 42,600,411 $ 40,399,608 $ 38,340,190 Expenditures General Government Public Safety Public Works Urban Development Community Services Total Expenditures $11,645,070 $11,253,180 $10,701,921 $10,236,046 $10,041,180 25,434,629 22,577,916 20,998,867 20,006,028 19,404,348 3,563,540 2,926,280 3,130,606 3,148,092 3,165,925 1,052,931 1,085, 839 1,045,043 1,266,940 1,309,980 4,950,022 4,563,265 4,477,088 4,511,444 4,508,587 $ 46,646,192 $ 42,406,480 $ 40,353,525 $ 39,168,550 $ 38,430,020 Excess (Deficiency) of Revenues Over Expenditures $ 2,093,144 $ 6,293,695 $ 2,246,886 $ 1,231,058 $ (89,830) Other Financing Sources (Uses) Budgeted Transfers In (Out) $ 2,518,646 $ 2,238,386 $ (632,213) $ 282,578 $ (1,610,596) Premium on Bonds Issued (7,006,321) - 81,713 - - SaleofFixedAssets 2,706,165 93,287 - - 52,248 Insurance Recovery 133,861 15,443 474,842 387,888 8,458 Proceeds from Capital Leases - - 384,243 - - Total Other Financing Sources (Uses) $ (1,647,649) $ 2,347,116 $ 308,585 $ 670,466 $ (1,549,890) Net Change in Fund Balances $ 445,495 $ 8,640,811 $ 2,555,471 $ 1,901,524 $ (1,639,720) Beginning Fund Balance 31,238,765 22,597,954 20,042,483 18,140,959 19,780,679 Ending Fund Balance $31,684,260 $31,238,765 $22,597,954 $20,042,483 $18,140,959 28 TABLE 14 - MUNICIPAL SALES TAX HISTORY The City has adopted the Municipal Sales and Use Tax Act, V.T.C.A. impose and levy a 1% Local Sales and Use Tax within the City; the pledged to the payment of the Bonds. Collections and enforcements Accounts, State of Texas, who remits the proceeds of the tax, after dedu Fiscal Year Ended 9/30 2019 2020 2021 2022 2023 (1) Collections as of April 30, 2023. 0) , Tax Code, Chapter 321, which grants the City the power to proceeds are credited to the City's General Fund and are not are effected through the offices of the Comptroller of Public ction of a 2% service fee, to the City monthly. % of Equivalent of Total Ad Valorem Ad Valorem Per Collected Tax Levy Tax Rate Capita $ 5,840,275 17.71% $ 0.1371 109 6,566,985 19.04% 0.1404 119 7,785,625 22.02% 0.1595 132 8,373,812 22.73% 0.1583 138 3,622,445 9.59% 0.0529 59 In November 1989, the voters of the City approved the imposition of an additional sales and use tax of one-half of one percent ('h of 1%) for economic development under Section 4A of the Economic Development Act (now codified as V.T.C.A., Local Government Code, Title 12, Subtitle C1, specifically Chapters 501 and 504) which is administered by the Wylie Economic Development Corporation ("WEDC"). In January 1994, the voters of the City approved the imposition of an additional sales and use tax of one- half of one percent (% of 1%) for park and recreational facilities development which is administered under Section 4B of the Economic Development Act (now codified as V.T.C.A., Local Government Code, Title 12, Subtitle C1, specifically Chapters 501 and 505) by the Wylie Park and Recreational Facilities Development Corporation ("WPRFDC"). Fiscal Year Ended 9/30 2019 2020 2021 2022 2023 (1) Collections as of April 30, 2023. The sales tax breakdown for the City is as follows: (I) WEDC (4A) WPRFDC (4B) City Sales & Use Tax State Sales & Use Tax Total 4A Sales Tax Collected $ 2,920,138 3,283,492 3,892,813 4,186,905 1,811,222 29 4B Sales Tax Collected $ 2,920,138 3,283,492 3,892,813 4,186,905 1,811,222 0.500 0.500 1.000 6.25¢ 8.25¢ FINANCIAL POLICIES Basis of Accounting ... In June 1999, the Governmental Accounting Standards Board ("GASB") issued Statement No. 34, "Basic Financial Statements - and Management's Discussion and Analysis - for State and Local Governments" ("GASB 34"). The City implemented GASB 34 beginning with its fiscal year ending September 30, 2003. The purpose of GASB 34 is to create new information and restructure much of the information that governments have presented in the past to provide a more comprehensive demonstration of their annual financial performance on a system -wide basis. Among the significant changes effected by the new accounting standard are new presentations for proprietary or business -type operations of the City, such as those reported for the City's water and waste water operations (the "Proprietary Funds"). As required by the newly adopted accounting principles, the City's annual report consists of three basic financial statements for the Proprietary Funds: the Statement of Net Assets; the Statement of Revenues, Expenses and Changes in Net Assets; and the Statement of Cash Flows. Those statements are included in the financial statements of the City for the fiscal year ended September 30, 2022 in Appendix B. In addition, a discussion of GASB 34 is set forth in the Management Discussion and Analysis and in various notes to the City's financial statements in Appendix B. Use of Certificate Proceeds, Grants, etc.... The City's policy is to use bond proceeds, grants, revenue sharing or other non -recurring revenues for capital expenditures only. Such revenues are never to be used to fund normal City operations. Budgetary Procedures ... The City Charter establishes the fiscal year as the twelve-month period beginning each October 1. The various departments submit to the City Manager a budget of estimated expenditures for the ensuing fiscal year by the first of July. The City Manager subsequently submits a budget of estimated expenditures and revenues to the City Council by August. The City Council shall hold a public hearing on the budget after giving at least 7 days notice of the hearing in the official newspaper of the City. The Council shall then make any changes in the budget as it deems advisable and shall adopt a budget prior to October 1. Departmental appropriations that have not been expended lapse at the end of the fiscal year. Therefore, funds that were budgeted and not used by the departments during the fiscal year are not available for their use unless appropriated in the ensuing fiscal year's budget. INVESTMENTS The City invests its investable funds in investments authorized by Texas law and in accordance with investment policies approved by the City Council. Both state law and the City's investment policies are subject to change. LEGAL INVESTMENTS ... Available City funds are invested as authorized by Texas law and in accordance with investment policies approved by the City Council. Both State law and the City's investment policies are subject to change. Under State law, the City is authorized to invest in (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities, including the Federal Home Loan Banks; (2) direct obligations of the State or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by or backed by the full faith and credit of, the State or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) interest -bearing banking deposits that are guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (8) interest -bearing banking deposits other than those described by clause (7) if (A) the funds invested in the banking deposits are invested through: (i) a broker with a main office or branch office in this State that the investing entity selects from a list the governing body or designated investment committee of the entity adopts as required by Section 2256.025; or (ii) a depository institution with a main office or branch office in this State that the investing entity selects; (B) the broker or depository institution selected as described by (A) above arranges for the deposit of the funds in the banking deposits in one or more federally insured depository institutions, regardless of where located, for the investing entity's account; (C) the full amount of the principal and accrued interest of the banking deposits is insured by the United States or an instrumentality of the United States; and (D) the investing entity appoints as the entity's custodian of the banking deposits issued for the entity's account: (i) the depository institution selected as described by (A) above; (ii) an entity described by Section 2257.041(d), Texas Government Code; or (iii) a clearing broker dealer registered with the Securities and Exchange Commission and operating under Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section 240.15c3-3); (9) certificates of deposit and share certificates (i) issued by a depository institution that has its main office or a branch office in the State of Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Insurance Fund or its successor, or are secured as to principal by obligations described in the clauses (1) through (8) or in any other manner and amount provided by law for City deposits, or (ii) where (a) the funds are invested by the City through (I) a broker that has its main office or a branch office in the State and is selected from a list adopted by the City as required by law or (II) a depository institution that has its main office or a branch office in the State that is selected by the City; (b) the broker or the depository institution selected by the City arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the City; (c) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States, and (d) the City appoints the depository institution selected under (a) above, an entity as 30 described by Section 2257.041(d) of the Texas Government Code, or a clearing broker -dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C.F.R. Section 240.15c3-3) as custodian for the City with respect to the certificates of deposit; (10) fully collateralized repurchase agreements that have a defined termination date, are fully secured by a combination of cash and obligations described in clause (1) which are pledged to the City, held in the City's name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City and are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State; (11) securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (8) above, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm at not less than A or its equivalent or (c) cash invested in obligations described in clauses (1) through (8) above, clauses (13) through (15) below, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the City, held in the City's name and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State; and (iv) the agreement to lend securities has a term of one year or less, (12) certain bankers' acceptances with the remaining term of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationally recognized credit rating agency, (13) commercial paper with a stated maturity of 365 days or less that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (14) a no-load money market mutual fund registered with and regulated by the Securities and Exchange Commission that provides the City with a prospectus and other information required by the Securities Exchange Act of 1934 or the Investment Company Act of 1940 and complies with federal Securities and Exchange Commission Rule 2a-7, and (15) no-load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, and have a duration of one year or more and are invested exclusively in obligations described in this paragraph or have a duration of less than one year and the investment portfolio is limited to investment grade securities, excluding asset -backed securities. In addition, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations, including letters of credit, of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAAm or an equivalent by at least one nationally recognized rating service. The City is specifically prohibited from investing in (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage -backed security collateral and pays no principal, (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage -backed security and bears no interest, (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years, and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. INVESTMENT POLICIES ... Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment, the maximum average dollar -weighted maturity allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis, and procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the Texas Public Funds Investment Act (Texas Government Code, Chapter 2256). All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each fund's investment. Each Investment Strategy Statement will describe its objectives conceming: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, the ending market value and the fully accrued interest during the reporting period of each pooled fund group, (4) the book value and market value of each separately listed asset at the end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council. Under State law, the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution; (3) require any investment officers with personal business relationships or relatives with firms seeking to sell securities to the City to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (4) require the qualified representative of firms offering to engage in an investment transaction with the City to: (a) receive and review the City's investment policy, (b) acknowledge that 31 reasonable controls and procedures have been implemented to preclude investment transactions conducted between the City and the business organization that are not authorized by the City's investment policy (except to the extent that this authorization is dependent on an analysis of the makeup of the City's entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement in a form acceptable to the City and the business organization attesting to these requirements; (5) perform an annual audit of the management controls on investments and adherence to the City's investment policy; (6) provide specific investment training for the Treasurer, chief fmancial officer and investment officers; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse purchase agreement; (8) restrict the investment in no-load mutual funds in the aggregate to no more than 15% of the City's monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; (9) require local govemment investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. TABLE 15 - CURRENT INVESTMENTS As of April 30, 2023, the City's investable funds were invested in the following categories: (1) Description Percent Amount TexPool (I) 49.14% $15,819,243 TexStar (1) 50.86% $ 16,370,593 100.00% $ 32,189,836 A portion of the City's investments are invested in TexSTAR and TexPool, each of which is an investment pool that has an investment objective of achieving and maintaining a stable net asset value of $1.00 per share. Daily investment or redemption of funds is allowed by the participants. TexSTAR is a local government investment pool for whom Hilltop Securities Asset Management, Inc., a Hilltop Holdings Company, an affiliate of the City's financial advisor, provides customer service and marketing. [THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY] 32 TAX MATTERS TAX EXEMPTION ... The delivery of the Bonds is subject to the opinion of Bond Counsel to the effect that interest on the Bonds for federal income tax purposes (1) will be excludable from gross income, as defined in section 61 of the Internal Revenue Code of 1986, as amended to the date of such opinion (the "Code"), pursuant to section 103 of the Code and existing regulations, published rulings, and court decisions, and (2) will not be included in computing the alternative minimum taxable income of the owners thereof who are individuals. A form of Bond Counsel's opinion is reproduced in Appendix C. The statutes, regulations, rulings, and court decisions on which such opinion is based are subject to change. In rendering the foregoing opinion, Bond Counsel will rely upon representations and certifications of the City made in a certificate dated the date of delivery of the Bonds pertaining to the use, expenditure, and investment of the proceeds of the Bonds and will assume continuing compliance by the City with the provisions of the Bond Ordinance subsequent to the issuance of the Bonds. The Bond Ordinance contains covenants by the City with respect to, among other matters, the use of the proceeds of the Bonds and the facilities financed therewith by persons other than state or local governmental units, the manner in which the proceeds of the Bonds are to be invested, the periodic calculation and payment to the United States Treasury of arbitrage "profits" from the investment of the proceeds, and the reporting of certain information to the United States Treasury. Failure to comply with any of these covenants may cause interest on the Bonds to be includable in the gross income of the owners thereof from the date of the issuance of the Bonds. Bond Counsel's opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the representations and covenants of the City described above. No ruling has been sought from the Internal Revenue Service (the "IRS") with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel's opinion is not binding on the IRS. The IRS has an ongoing program of auditing the tax-exempt status of the interest on tax-exempt obligations. If an audit of the Bonds is commenced, under current procedures the IRS is likely to treat the City as the "taxpayer," and the owners of the Bonds would have no right to participate in the audit process. In responding to or defending an audit of the tax-exempt status of the interest on the Bonds, the City may have different or conflicting interests from the owners of the Bonds. Public awareness of any future audit of the Bonds could adversely affect the value and liquidity of the Bonds during the pendency of the audit, regardless of its ultimate outcome. Except as described above, Bond Counsel expresses no other opinion with respect to any other federal, state or local tax consequences under present law, or proposed legislation, resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the Bonds. Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations such as the Bonds may result in collateral federal tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, corporations subject to the alternative minimum tax on adjusted financial statement income, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, owners of an interest in a financial asset securitization investment trust ("FASIT"), and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these consequences to their particular circumstances. For taxable years beginning after 2022, the Code imposes a minimum tax of 15 percent of the adjusted financial statement income of certain large corporations, generally consisting of corporations (other than S corporations, regulated investment companies and real estate investment trusts) with more than $1 billion in average annual adjusted financial statement income, determined over a three-year period. For this purpose, adjusted financial statement income generally consists of the net income or loss of the taxpayer set forth on the taxpayer's applicable financial statement for the taxable year, subject to various adjustments, but is not reduced for interest earned on tax-exempt obligations, such as the Bonds. Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential impact of owning the Bonds. Existing law may change to reduce or eliminate the benefit to bondholders of the exclusion of interest on the Bonds from gross income for federal income tax purposes. Any proposed legislation or administrative action, whether or not taken, could also affect the value and marketability of the Bonds. Prospective purchasers of the Bonds should consult with their own tax advisors with respect to any proposed or future change in tax law. TAX ACCOUNTING TREATMENT OF DISCOUNT AND PREMIUM ON CERTAIN BONDS ... The initial public offering price of certain Bonds (the "Discount Bonds") may be less than the amount payable on such Bonds at maturity. An amount equal to the difference between the initial public offering price of a Discount Bond (assuming that a substantial amount of the Discount Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue discount to the initial purchaser of such Discount Bond. A portion of such original issue discount allocable to the holding period of such Discount Bond by the initial purchaser will, upon the disposition of such Discount Bond (including by reason of its payment at maturity), be treated as interest excludable from gross income, rather than as taxable gain, for federal income tax purposes, on the same terms and conditions as those for other interest on the Bonds described above under "Tax Exemption." Such interest is considered to be accrued actuarially in accordance with the constant interest method over the life of a Discount Bond, taking into account the semiannual compounding of accrued interest, at the yield to maturity on such Discount Bond and generally will be allocated to an initial purchaser in a different amount from the amount of the payment denominated as interest actually received by the initial purchaser during the tax year. 33 However, such interest may be required to be taken into account in determining the amount of the branch profits tax applicable to certain foreign corporations doing business in the United States, even though there will not be a corresponding cash payment. In addition, the accrual of such interest may result in certain other collateral federal income tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, S corporations with subchapter C earnings and profits, corporations subject to the alternative minimum tax on adjusted financial statement income, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, owners of an interest in a FASIT, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. Moreover, in the event of the redemption, sale or other taxable disposition of a Discount Bond by the initial owner prior to maturity, the amount realized by such owner in excess of the basis of such Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Discount Bond was held) is includable in gross income. Owners of Discount Bonds should consult with their own tax advisors with respect to the determination of accrued original issue discount on Discount Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of Discount Bonds. It is possible that, under applicable provisions governing determination of state and local income taxes, accrued interest on Discount Bonds may be deemed to be received in the year of accrual even though there will not be a corresponding cash payment. The purchase price of certain Bonds (the "Premium Bonds") paid by an owner may be greater than the amount payable on such Bonds at maturity. An amount equal to the excess of a purchaser's tax basis in a Premium Bond over the amount payable at maturity constitutes premium to such purchaser. The basis for federal income tax purposes of a Premium Bond in the hands of such purchaser must be reduced each year by the amortizable bond premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of premium that is amortizable each year by a purchaser is determined by using such purchaser's yield to maturity (or, in some cases with respect to a callable Bond, the yield based on a call date that results in the lowest yield on the Bond). Purchasers of the Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond premium on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of Premium Bonds. CONTINUING DISCLOSURE OF INFORMATION In the Bond Ordinance, the City has made the following agreement for the benefit of the holders and beneficial owners of the Bonds. The City is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds. Under the agreement, the City will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified events, to the Municipal Securities Rulemaking Board (the "MSRB"). ANNUAL REPORTS ... The City will provide certain updated financial information and operating data to the MSRB on an annual basis in an electronic format that is prescribed by the MSRB and available via EMMA. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in this Official Statement under Tables numbered 1 through 6 and 8 through 15 and in Appendix B. The City will update and provide the information in Tables 1 through 6 and 8 through 15 within six months after the end of each fiscal year ending in and after 2023. The City will additionally provide audited financial statements when and if available, and in any event, within 12 months after the end of each fiscal year ending in or after 2023. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the City will file unaudited financial statements within such 12 month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix B or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. The financial information and operating data to be provided 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 identified above or filed with the United States Securities and Exchange Commission (the "SEC'), as permitted by SEC Rule 15c2-12 (the "Rule"). The City's current fiscal year end is September 30. Accordingly, the City must provide updated information included in Tables 1 through 6 and 8 through 15 by the last day of March in each year, and audited financial statements for the preceding fiscal year (or unaudited financial statements if the audited financial statements are not yet available) by September 30 of each year. If the City changes its fiscal year, it will file notice of the change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data as set forth above. 34 NOTICE OF CERTAIN EVENTS ... The City will also provide timely notices of certain events to the MSRB. The City will provide notice of any of the following events with respect to the Bonds to the MSRB in a timely manner (but not in excess of ten business days after the 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 Intemal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, 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 debt obligation or a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation of the City, or a guarantee of any such debt obligation or derivative instrument, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of any such 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 any such financial obligation of the City, any of which reflect financial difficulties. In addition, the City will provide timely notice of any failure by the City to provide annual financial information in accordance with their agreement described above under "Annual Reports". For these purposes, any event described in item (12) in the immediately preceding paragraph 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. Additionally, the City intends the words used in the preceding items (15) and (16) and the definition of "financial obligation" in these items to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. AVAILABILITY OF INFORMATION . . . The City has agreed to provide the foregoing information only as described above. Investors will be able to access continuing disclosure information filed with the MSRB free of charge at www.emma.msrb.org. LIMITATIONS AND AMENDMENTS ... The City has agreed to update information and to provide notices of certain specified events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty conceming such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Bonds may seek a writ of mandamus to compel the City to comply with its agreement. The City's continuing disclosure agreements for the Bonds 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, as so amended, would have permitted an underwriter to purchase or sell the Bonds in the primary offering of such Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount required by any other provision of the Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interest of the registered owners and beneficial owners of such Bonds. The City may also amend or repeal the provisions of the continuing disclosure agreements if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling the Bonds in the primary offering of such Bonds. If the City amends its agreements, it must include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of information and data provided. COMPLIANCE WITH PRIOR UNDERTAKINGS ... During the last five years the City believes it has complied in all material respects with its previous continuing disclosure undertakings entered into pursuant to the Rule. 35 OTHER INFORMATION RATINGS The Bonds and the presently outstanding tax supported debt of the City are rated "Aal" by Moody's and "AA+" by S&P. An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Bonds. LITIGATION It is the opinion of the City Attorney and City Staff that there is no pending litigation against the City that would have a material adverse financial impact upon the City or its operations. REGISTRATION AND QUALIFICATION OF BONDS FOR SALE The sale of the Bonds has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2). The Bonds have not been approved or disapproved by the Securities and Exchange Commission, nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of the Preliminary Official Statement. The Bonds have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS Under the Texas Public Security Procedures Act (Texas Government Code, Chapter 1201), the Bonds (i) are negotiable instruments, (ii) are investment securities to which Chapter 8 of the Texas Uniform Commercial Code applies, and (iii) are legal and authorized investments for (A) an insurance company, (B) a fiduciary or trustee, or (C) a sinking fund of a municipality or other political subdivision or public agency of the State of Texas. The Bonds are eligible to secure deposits of any public funds of the State, its agencies and political subdivisions, and are legal security for those deposits to the extent of their market value. For political subdivisions in Texas which have adopted investment policies and guidelines in accordance with the Public Funds Investment Act (Texas Government Code, Chapter 2256), the Bonds may have to be assigned a rating of not less than "A" or its equivalent as to investment quality by a national rating agency before the Bonds are eligible investments for sinking funds and other public funds. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Bonds are legal investments for state banks, savings banks, trust companies with at least $1 million of capital and savings and loan associations. The City has made no investigation of other laws, rules, regulations or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Bonds to any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Bonds for such purposes. No review by the City has been made of the laws in other states to determine whether the Bonds are legal investments for various institutions in those states. LEGAL OPINIONS AND NO -LITIGATION CERTIFICATE The City will furnish to the Initial Purchaser of the Bonds a complete transcript of proceedings had incident to the authorization and issuance of the Bonds, including the unqualified approving legal opinion of the Attorney General of Texas approving the Initial Bond and to the effect that the Bonds are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approving legal opinion of Bond Counsel, to like effect and to the effect that the interest on the Bonds will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "TAX MATTERS" herein. The customary closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Bonds, or which would affect the provision made for their payment or security or in any manner questioning the validity of said Bonds will also be furnished. Though it represents the Financial Advisor and purchasers of debt from governmental issuers from time to time in matters unrelated to the issuance of the Bonds, Bond Counsel has been engaged by and only represents the City in connection with the issuance of the Bonds. Bond Counsel was not requested to participate, and did not take part, in the preparation of the Notice of Sale and Bidding Instructions, the Official Bid Form and the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information describing the Bonds in the Official Statement to verify that such description conforms to the provisions of the Bond Ordinance. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds is contingent on the sale and delivery of the Bonds. The legal opinion will accompany the Bonds deposited with DTC or will be printed on the Bonds in the event of the discontinuance of the Book -Entry - Only System. 36 The legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION The financial data and other information contained herein have been obtained from City records, audited and unaudited financial statements and other sources, which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents and Bond Ordinance contained in this Preliminary Official Statement are made subject to all of the provisions of such statutes, documents and Bond Ordinance. These summaries do not purport to be complete statements of such provisions and reference is made to such statutes, documents and Bond Ordinance for further information. Reference is made to original documents in all respects. FINANCIAL ADVISOR Hilltop Securities Inc. ("HilltopSecurities") is employed as Financial Advisor to the City in connection with the issuance of the Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. HilltopSecurities, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants and representations contained in any of the legal documents with respect to the federal income tax status of the Bonds, or the possible impact of any present, pending or future actions taken by any legislative or judicial bodies. The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. INITIAL PURCHASER OF THE BONDS After requesting competitive bids for the Bonds, the City accepted the bid of (the "Initial Purchaser of the Bonds") to purchase the Bonds at the interest rates shown on the cover page of the Official Statement at a price of par plus a cash premium of $ . The Initial Purchaser of the Bonds can give no assurance that any trading market will be developed for the Bonds after their sale by the City to the Initial Purchaser of the Bonds. The City has no control over the price at which the Bonds are subsequently sold and the initial yield at which the Bonds will be priced and reoffered will be established by and will be the sole responsibility of the Initial Purchaser of the Bonds. CERTIFICATION OF THE OFFICIAL STATEMENT At the time of payment for and delivery of the Bonds, the City will furnish to the Initial Purchaser of the Bonds a certificate, executed by a proper City officer, acting in such officer's official capacity, to the effect that to the best of such officer's knowledge and belief: (a) the descriptions and statements of or pertaining to the City contained in the Official Statement, and any addenda, supplement, or amendment thereto, on the date of the Official Statement, on the date of sale of the Bonds, and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in the Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect; and (d) there has been no material adverse change in the financial condition of the City since the date of the last audited financial statements of the City. FORWARD -LOOKING STATEMENTS DISCLAIMER The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward -looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward -looking statements. All forward -looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward -looking statements. The City's actual results could differ materially from those discussed in such forward -looking statements. 37 The forward -looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward -looking statements included in this Official Statement will prove to be accurate. MISCELLANEOUS The Bond Ordinance authorizing the issuance of the Bonds will approve the form and content of this Official Statement, and any addenda supplement or amendment thereto, and authorize its further use in the reoffering of the Bonds by the Initial Purchaser of the Bonds. ATTEST: STEPHANIE STORM, TRMC City Secretary 38 MATTHEW PORTER Mayor City of Wylie, Texas APPENDIX A GENERAL INFORMATION REGARDING THE CITY LOCATION ... The City is located in the southeast comer of Collin County on State Highway 78, approximately 25 miles north of downtown Dallas. The City's corporate boundaries encompass approximately 37 square miles. ECONOMY ... Accelerated industrial and commercial development within the past 5 to 10 years in the City, and its close proximity to the Cities of Dallas, Plano and Garland, has created a balanced economy based on manufacturing and agriculture. ECONOMIC AND POPULATION GAINS ... The City has noted significant population increase and economic growth in the last decade. Population of the City at the 1960 Census was 1,804 ... at the 1970 Census 2,675 ... at the 1980 Census 3,152 ... at the 1990 Census 8,716 ... at the 2000 Census 15,132 ... at the 2010 Census 41,461 ... and the estimated 2023 population is 61,814. EMPLOYMENT DATA (1) January Average Annual 2023 2022 2021 2020 2019 Civilian Labor Force 639,510 551,491 600,965 570,623 563,678 Employed 617,142 533,254 574,762 534,617 546,320 Unemployed 22,368 18,237 26,203 36,006 17,358 Percent Unemployed 3.50% 3.31% 4.36% 6.31% 3.08% Percent Unemployed: State of Texas Collin County 3.86% 3.89% 5.64% 7.64% 3.51% 3.50% 3.17% 4.36% 6.31% 3.08% (1) Employment data from Texas Employment Commission. INDUSTRY AND BUSINESS ... More than 40 diversified manufacturing plants are located in the City. The ten largest employers are as follows: Estimated Number of Company Product Employees Wylie Indpendent School District Public Education 2,800 North Texas Municipal Water District Regional Water Treatment 830 Wal-Mart Retail 497 City of Wylie Municipal Government 414 Sanden International (USA), Inc. Auto A/C Compressors 383 Kroger Retail 252 Extruders/Tower Extrusion Aluminum Extrusion 230 SAF Holland Transportation Equipment 224 Ascend Custom Extrusions Aluminum Extrusion 180 Target Retail 175 Other manufacturers produce pre-fab homes, automobile and bicycle parts, photo equipment, bathroom fixtures and marble sinks and tubs. Many residents of the City are employed in the nearby Cities of Dallas, Plano, Garland and Richardson. A-1 CONSTRUCTION PERMITS Fiscal Single Family Year Residential Ended Permits 9-30 Issued 2019 443 2020 500 2021 577 2021 577 2022 402 TRANSPORTATION ... State Highway 78, which runs north -south, bisects the City and connects the City with the City of Garland. F.M. 544 which runs east -west, connects the City with the City of Plano on its west. Additionally, Interstate Highway 30 (east -west) is 7 miles east of the City. EDUCATIONAL FACILITIES ... The Wylie Independent School District, which serves the City, covers a 41 square mile area in Collin County and serves approximately 18,300 students. The District is accredited by the Southem Association of Colleges and Schools by the Texas Education Agency and is organized under a K-4, 5-6, 7-8, 9 and 10-12 grade arrangement. Twenty campuses, all climate -controlled and well equipped with library, media and physical education facilities, serve the student population. The staff consists of approximately 2,122 members. Higher education facilities in the area include the Collin County Community College District Campuses in McKinney, Plano, and a new campus in Wylie, the University of Texas at Dallas, Southem Methodist University in Dallas, University of North Texas and Texas Woman's University in Denton. RECREATION ... Excellent recreational facilities are available to the residents of the City. The City is located on the shores of Lake Lavon, consisting of 380,000 acre feet of potable water storage. The City also has seven parks with baseball/softball fields, volleyball courts and basketball courts. A-2 Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 1 of 31 135364806.4/1001249454 ORDINANCE NO. 2023-27 AN ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF WYLIE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2023,” SPECIFYING THE TERMS AND FEATURES OF SAID BONDS; LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BONDS; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, PAYMENT AND DELIVERY OF SAID BONDS, INCLUDING THE APPROVAL AND EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Wylie, Texas (the “City”) hereby finds and determines that general obligation bonds in the principal amount of $ approved and authorized to be issued at an election held in the City on November 2, 2021 should be issued and sold at this time; a summary of the bonds approved by the voters at said election, the principal amounts authorized and respective purposes therefor, amounts heretofore issued and being issued pursuant to this ordinance and the amounts remaining to be issued subsequent hereto being as follows: Principal Election Amount Authorized Amount Previously Amount Being Premium Unissued Date Purpose ($) Issued ($) Issued ($) Applied ($)* Balance ($) 11-2-2021 McMillen Dr, Park Blvd & Ballard/Sachse Road 35,100,000 2,500,000 Improvements (Prop. A) 11-2-2021 General street improvements (Prop. B) 10,000,000 2,000,000 11-2-2021 Downtown historic district street improvements (Prop C) 5,000,000 1,000,000 4,000,000 Totals: 50,100,000 5,500,000 *Original issue premium in the amount of $ allocated to the specific street improvements voted authorization in Prop. A is applied against the specific street improvements voted authorization in Prop. A referenced in the above table and results in a total amount of $ being allocated to and applied against the specific street improvements voted authorization in Prop. A; original issue premium in the amount of $ allocated to the general street improvement voted authorization in Prop. B is applied against the general street improvement voted authorization in Prop. B referenced in the above table and results in a total amount of $ being allocated to and applied against the general street improvement voted authorization in Prop. B. AND WHEREAS, the City Council hereby reserves and retains the right to issue the balance of unissued bonds approved at said election in one or more installments when, in the judgment of the City Council, funds are needed to accomplish the purposes for which such bonds were voted; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: Authorization - Designation - Principal Amount - Purpose. General obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $ to be designated and bear the title “CITY OF WYLIE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2023” (hereinafter referred to as the “Bonds”), for the purposes of providing funds for (i) permanent public improvements and public purposes, to wit: (a) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing McMillen Drive, Park Boulevard and Ballard/Sachse Road, including sidewalks and necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights-of-way therefor; and (b) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and 85 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 2 of 31 135364806.4/1001249454 enhancing streets, thoroughfares, alleys and sidewalks, including necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights-of-way therefor; and (ii) to pay costs of issuance, in accordance with the Constitution and laws of the State of Texas including Chapter 1331, as amended, of the Texas Government Code. SECTION 2: Fully Registered Obligations - Bond Date - Authorized Denominations - Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations only, shall be dated July 15, 2023 (the “Bond Date”), shall be in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and shall become due and payable on February 15 in each of the years and in principal amounts (the “Stated Maturities”) and bear interest at the rates per annum in accordance with the following schedule: Year of Stated Maturity Principal Amount ($) Interest Rates (%) 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 The Bonds shall bear interest on the unpaid principal amounts from the date of the initial delivery of the Bonds (anticipated to be July 27, 2023) at the rates per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds shall be payable on February 15 and August 15 in each year until maturity or prior redemption, commencing February 15, 2024. SECTION 3: Terms of Payment - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter called the “Holders”) appearing on the Security Register (as defined herein) 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, 86 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 3 of 31 135364806.4/1001249454 Texas, to serve as Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating to the registration, payment, exchange and transfer of the Bonds (the “Security Regist er”) shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, all as provided herein, 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 of the City are hereby authorized to execute and deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Bonds. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any successor Paying Agent/Registrar shall be a 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 Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States mail, first-class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities or upon the earlier redemption thereof, only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its designated office 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 Bonds 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 Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to be closed, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when such banking institutions are authorized to be closed; 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 non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a “Special Record Date”) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first- class, postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Bonds having Stated Maturities on and after February 15, 20 , shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 20 , or on any date thereafter, at the redemption price of par plus accrued interest to the date of redemption. At least forty-five (45) days prior to a redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. 87 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 4 of 31 135364806.4/1001249454 (b) [Mandatory Redemption. The Bonds having Stated Maturities of February 15 in the years 20 and 20 (collectively, the “Term Bonds”) shall be subject to mandatory redemption in part prior to maturity at the redemption price of par and accrued interest to the date of redemption on the respective dates and in principal amounts as follows: Term Bonds due February 15, 20 Principal Term Bonds due February 15, 20 Principal Redemption Date February 15, 20 Amount ($) Redemption Date February 15, 20 Amount ($) February 15, 20 (maturity) February 15, 20 (maturity) Term Bonds due February 15, 20 Principal Term Bonds due February 15, 20 Principal Redemption Date February 15, 20 Amount ($) Redemption Date February 15, 20 Amount ($) February 15, 20 (maturity) February 15, 20 (maturity) Term Bonds due February 15, 20 Redemption Date February 15, 20 February 15, 20 (maturity) Principal Amount ($) 88 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 5 of 31 135364806.4/1001249454 At least forty-five (45) days prior to the mandatory redemption date for the Term Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Term Bonds to be redeemed on the next following February 15 from moneys set aside for that purpose in the Interest and Sinking Fund (as hereinafter defined). Any Term Bond not selected for prior redemption shall be paid on the date of its Stated Maturity. The principal amount of the Term Bonds required to be redeemed on a mandatory redemption date may be reduced, at the option of the City, by the principal amount of Term Bonds 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 Bonds 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 Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount thereof, to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States mail, first-class, postage prepaid, in the name of the City and at the City’s expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption and notice of redemption thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Bond (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. (e) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds 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. If a conditional notice is given and if sufficient moneys are not received, or such prerequisites are not satisfied, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. 89 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 6 of 31 135364806.4/1001249454 SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Bonds issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar at the Designated Payment/Transfer Office for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, one or more new Bonds shall be registered and issued to the assignee or transferee of the previous Holder; such Bonds to be in authorized denominations, of like Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8 hereof) may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder requesting the exchange. All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States mail, first - class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be “Predecessor Bonds,” evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term “Predecessor Bonds” shall include any mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within forty-five (45) days of the date fixed for the redemption of such Bond; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called for redemption in part. SECTION 6: Book-Entry-Only Transfers and Transactions. Notwithstanding the provisions contained herein relating to the payment of, and transfer/exchange of, the Bonds, the City hereby approves and authorizes the use of “Book-Entry-Only” securities clearance, settlement and transfer system provided by The Depository Trust Company (“DTC”), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer 90 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 7 of 31 135364806.4/1001249454 Letter of Representations, by and between the City and DTC (the “Depository Agreement”). Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited with DTC who shall hold said Bonds for its participants (the “DTC Participants”). While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the “Beneficial Owners”) being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Bonds or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general, or the City decides to discontinue use of the system of book-entry transfers through DTC, the City covenants and agrees with the Holders of the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution - Registration. The Bonds 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 signature of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the date of adoption of this Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of such individuals shall cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in Texas Government Code, Chapter 1201, as amended. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 9(c), manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 9(d), manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified, registered and delivered. SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either (i) as a single fully registered bond in the total principal amount shown 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 bonds, being one bond for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the “Initial Bond(s)”) and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. 91 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 8 of 31 135364806.4/1001249454 SECTION 9: Forms. (a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Bonds as evidenced by their execution. Any portion of the text of any Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution thereof. (b) Form of Definitive Bond. REGISTERED NO. REGISTERED $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS GENERAL OBLIGATION BOND SERIES 2023 Bond Date: Interest Rate: Stated Maturity: CUSIP NO: July 15, 2023 February 15, 20 Registered Owner: Principal Amount: 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 redeemed prior to maturity) and to pay interest o n the unpaid principal amount hereof from the interest payment date next preceding the “Registration Date” of this Bond appearing below (unless this Bond 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 Bond is prior to the initial interest payment date in which case it shall bear interest from the date of the initial delivery of the Bonds) 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 until maturity or prior redemption, commencing February 15, 2024. Principal of this Bond is payable at its Stated Maturity or upon its prior redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate 92 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 9 of 31 135364806.4/1001249454 appearing hereon, or its successor; provided, however, while this Bond 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 Bond. Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the “Security Register” maintained by the Paying Agent/Registrar at the close of business on the “Record Date,” which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States mail, first-class, postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to be closed, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when such banking institutions are authorized to be closed; 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 Bond shall be without exchange or collection charges to the registered owner hereof and in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts. This Bond is one of the series specified in its title issued in the aggregate principal amount of $ (herein referred to as the “Bonds”) for the purposes of providing funds for (i) permanent public improvements and public purposes, to wit: (a) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing McMillen Drive, Park Boulevard and Ballard/Sachse Road, including sidewalks and necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights-of-way therefor; and (b) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing streets, thoroughfares, alleys and sidewalks, including necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights-of-way therefor; and (ii) to pay costs of issuance, under and in strict conformity with the Constitution and laws of the State of Texas, including Texas Government Code, Chapter 1331, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the “Ordinance”). [The Bonds maturing on the dates hereinafter identified (collectively, the “Term Bonds”) are subject to mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking 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: 93 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 10 of 31 135364806.4/1001249454 Term Bonds due February 15, 20 Principal Term Bonds due February 15, 20 Principal Redemption Date February 15, 20 Amount ($) Redemption Date February 15, 20 Amount ($) February 15, 20 (maturity) February 15, 20 (maturity) Term Bonds due February 15, 20 Principal Term Bonds due February 15, 20 Principal Redemption Date February 15, 20 Amount ($) Redemption Date February 15, 20 Amount ($) February 15, 20 (maturity) February 15, 20 (maturity) Term Bonds due February 15, 20 Redemption Date February 15, 20 February 15, 20 (maturity) Principal Amount ($) 94 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 11 of 31 135364806.4/1001249454 The particular Term Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds maturing on and after February 15, 20 , 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, 20 , 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 Bond to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond (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 this Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and interest hereon shall cease to accrue from and after the redemption date therefor, provided moneys for the payment of the redemption price and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event a portion of the principal amount of this Bond is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If this Bond is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer this Bond 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 hereof in the event of its redemption in part. With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds 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. If a conditional notice is given and if sufficient moneys are not received, or such prerequisites are not satisfied, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. The Bonds are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the registered owner of this Bond by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which 95 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 12 of 31 135364806.4/1001249454 the Ordinance may be amended or supplemented with or without the consent of the registered owners; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding thereunder; and for other terms and provisions contained therein. Capitalized terms used herein and not otherwise defined herein have the meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity or 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 Rec ord Date”) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be fifteen (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 registered owner appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Bonds to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Bond 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 Bond to be duly executed under the official seal of the City. CITY OF WYLIE, TEXAS [Mayor] [Mayor Pro Tem] 96 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 13 of 31 135364806.4/1001249454 COUNTERSIGNED: City Secretary (SEAL) (c) Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Bond(s) only. OFFICE OF THE COMPTROLLER REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS ) ) OF PUBLIC ACCOUNTS ) REGISTER NO. ) THE STATE OF TEXAS ) I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this . 97 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 14 of 31 135364806.4/1001249454 (SEAL) Comptroller of Public Accounts of the State of Texas (d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the within-mentioned Ordinance; the bond or bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated office of the Paying Agent/Registrar in East Syracuse, New York, is the Designated Payment/Transfer Office for this Bond. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas, as Paying Agent/Registrar Registration date: By Authorized Signature (e) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Print or typewrite name, address and zip code of transferee): (Social Security or other identifying number ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. 98 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 15 of 31 135364806.4/1001249454 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 Bond in every particular. (f) The Initial Bond(s) shall be in the form set forth in paragraph (b) of this Section, except that the form of the single fully registered Initial Bond shall be modified as follows: Heading and paragraph one shall be amended to read as follows: REGISTERED REGISTERED NO. T-1 $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS GENERAL OBLIGATION BOND SERIES 2023 Bond Date: July 15, 2023 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 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 Stated Principal Amount ($) Interest Rate Maturity (%) (Information to be inserted from schedule in Section 2 hereof). (or so much principal thereof as shall not have been redeemed prior to maturity) and to pay interest on the unpaid principal installments hereof from the interest payment date next preceding the “Registration Date” of this Bond appearing below (unless this Bond 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 Bond is prior to the initial interest payment date in which case it shall bear interest from the date of the initial delivery of the Bonds) at the per annum rates of interest specified ab ove 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 until maturity or prior redemption, commencing February 15, 2024. Principal installments of this Bond are payable at its Stated 99 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 16 of 31 135364806.4/1001249454 Maturity 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 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 offices of such successor (the “Designated Payment/Transfer Office”). Interest is payable to the registered owner of this Bond whose name appears on the “Security Register” maintained by the Paying Agent/Registrar at the close of business on the “Record Date”, which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States mail, first-class, postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to be closed, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when such banking institutions are authorized to be closed; 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 Bond shall be without exchange or collection charges to the registered 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: Levy of Taxes. To provide for the payment of the “Debt Service Requirements” of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at maturity or prior redemption or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars’ valuation of taxable property in the City for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the Debt Service Requirements on said Bonds while Outstanding; full allowance being made for delinquencies and costs of collection; separate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Bonds shall be kept and maintained by the City at all times while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Bonds shall be deposited to the credit of a “Special 2023 Bond Account” (the “Interest and Sinking Fund”) maintained on the records of the City and deposited in a special fund maintained at an official depository of the City’s funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds. The Mayor, Mayor Pro Tem, City Secretary, City Manager, City Manager, Assistant City Manager and Finance Director, individually or jointly, are hereby authorized and directed to cause to be transferred to the Paying Agent/Registrar for the Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each principal and interest payment date for the Bonds. SECTION 11: Mutilated, Destroyed, Lost and Stolen Bonds. In case any Bond shall be mutilated, destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Bond of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying 100 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 17 of 31 135364806.4/1001249454 Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated, destroyed, lost or stolen. Every replacement Bond issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds. SECTION 12: Satisfaction of 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 Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full su ch Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting 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 Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. The City reserves the right, subject to satisfying the requirements in (i) or (ii) above, to substitute other Government Securities for the Government Securities originally deposited, to reinvest the uninvested money on deposit for such defeasance, and to withdraw for the benefit of the City moneys in excess of the amount required for such defeasance. Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remai ning unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds 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. 101 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 18 of 31 135364806.4/1001249454 The term “Government Securities”, as used herein, means (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 under applicable law that may be used to defease obligations such as the Bonds. Upon such deposit as described above, such Bonds shall no longer be regarded to be outstanding or unpaid; provided, however, the City has reserved the option, to be exercised at the time of the defeasance of the Bonds, to call for redemption at an earlier date, which have been defeased to their maturity date, if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the reservation of that right to the owners of the Bonds immediately following the making of the firm banking and financial arrangements; and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section and in Section 28. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required to be held by Holders for consent to any such amendment, addition, or rescission. The term “Outstanding”, when used in this Ordinance with respect to Bonds, means as of the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds deemed to be duly paid by the City in accordance with the provisions of Section 12 hereof; and (3) those mutilated, destroyed, lost, or stolen Bonds which have been replaced with Bonds registered and delivered in lieu thereof as provided in Section 11 hereof. SECTION 14: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 14, the following terms shall have the following 102 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 19 of 31 135364806.4/1001249454 meanings: “Closing Date” means the date on which the Bonds are first authenticated and delivered to the initial purchasers against payment therefor. “Code” means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. “Computation Date” has the meaning set forth in Section 1.148-1(b) of the Regulations. “Gross Proceeds” means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. “Investment” has the meaning set forth in Section 1.148-1(b) of the Regulations. “Nonpurpose Investment” means any investment property, as defined in Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. “Rebate Amount” has the meaning set forth in Section 1.148-1(b) of the Regulations. “Regulations” means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. “Yield” of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, 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 103 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 20 of 31 135364806.4/1001249454 Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at 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 Bonds directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds. (f) Not 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 Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of 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 Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the 104 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 21 of 31 135364806.4/1001249454 obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in Section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Underwriters and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States from the construction fund, other appropriate fund or, if permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the Interest and Sinking Fund, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days 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 Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield of the Bonds not been relevant to either party. (j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Secretary, City Manager, Assistant City Manager and Finance Director, either 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 Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 15: Sale of Bonds - Official Statement Approval. Pursuant to a public sale for the Bonds, 105 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 22 of 31 135364806.4/1001249454 the bid submitted by (herein referred to as the “Underwriters”) is declared to be the best bid received producing the lowest true interest cost rate to the City, and the sale of the Bonds to said Underwriters at the price of par plus a [net] cash premium of $ , is hereby determined to be in the best interests of the City and is approved and confirmed. Delivery of the Bonds to the Underwriters shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. The Initial Bond shall be registered in the name as provided in the winning bid. Furthermore, the use of the Preliminary Official Statement by the Underwriters in connection with the public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects and is hereby deemed "final" as of its date, within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor, Mayor Pro Tem, City Secretary, City Manager, City Manager, Assistant City Manager and Finance Director, any one or more of said officials), shall be and is hereby in all respects approved and the Underwriters are hereby authorized to use and distribute said final Official Statement, dated [July 27], 2023, in the reoffering, sale and delivery of the Bonds to the public. The Mayor or Mayor Pro Tem and City Secretary are further authorized to execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Underwriters, and such final Official Statement in the form and content executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Underwriters. SECTION 16: Control and Custody of Bonds. The Mayor or Mayor Pro Tem of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Underwriters. Furthermore, the Mayor, Mayor Pro Tem, the City Manager, the Assistant City Manager, the Finance Director and the City Secretary, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General, and their registration by the Comptroller of Public Accounts and, together with the City’s financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the Underwriters and the initial exchange thereof for definitive Bonds. SECTION 17: Proceeds of Sale. Immediately following the delivery of the Bonds, the proceeds of sale shall be deposited with an official depository of the City to finance the permanent public improvements referenced in Section 1 hereof and to pay the 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 Government Code, Section 2256.015 et seq., and the City's investment policies and guidelines and any investment earnings realized shall be expended for such authorized projects and purposes or deposited in the Interest and Sinking Fund. $ of the premium received from the Underwriters will be deposited to the construction fund to finance the permanent public improvements referenced in Section 1 hereof, $ will be used for underwriters' discount and the remaining premium will be used to pay costs of issuance as permitted by Section 1201.042, Texas Government Code, as amended. Any surplus proceeds of sale of the Bonds, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Interest and Sinking Fund. SECTION 18: 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 106 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 23 of 31 135364806.4/1001249454 in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 19: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be returned to the City. SECTION 20: Legal Opinion. The Underwriters’ obligation to accept delivery of the Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Bonds. A true and correct reproduction of said opinion or an executed counterpart thereof shall accompany the global Bonds deposited with The Depository Trust Company or a reproduction thereof shall be printed on the definitive Bonds 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 21: CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds deposited with The Depository Trust Company or on printed definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or ef fect as regards the legality thereof and neither the City nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 22: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 23: 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 24: 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 25: Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect the construction hereof. SECTION 26: Construction of Terms. If appropriate in the context of this Ordinance, words of the 107 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 24 of 31 135364806.4/1001249454 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 27: 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 28: 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 “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 2023, financial information and operating data with respect to the City of the general type included under Tables numbered 1 through 6 and 8 through 15 in the final Official Statement, and (2) within twelve months after the end of each fiscal year, ending in or after 2023, audited financial statements of the City. 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. Any financial statements so provided shall be prepared in accordance with the accounting principles described in Appendix B of 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, and audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If 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 Bonds to the MSRB in a timely manner and not more than ten (10) business days after occurrence of the event: 1. Principal and interest payment delinquencies; 108 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 25 of 31 135364806.4/1001249454 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. Modifications to rights of holders of the Bonds, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, 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 paragraph (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 paragraphs (15) and (16) in this Section to have the meanings ascribed to them in SEC Release No. 34-83885, dated August 20, 2018. 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 109 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 26 of 31 135364806.4/1001249454 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 Bonds 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 Bond calls and defeasance that cause the City to be no longer such an “obligated person.” The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information 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 Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COV ENANT 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 Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provi sions 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 110 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 27 of 31 135364806.4/1001249454 of the Bonds from lawfully purchasing or selling Bonds in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 29: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City Manager, Assistant 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, sale and delivery of the Bonds. In addition, prior to the initial delivery of the Bonds, the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Finance Director, City Secretary 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 the 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 Bonds by the Attorney General. 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 30: 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 31: 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 sub ject 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 32: 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. [Remainder of page intentionally left blank] 111 06/27/2023 Item 4. S-1 Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 28 of 31 135364806.4/1001249454 DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas, this 27th day of June, 2023. Matthew O. Porter, Mayor ATTEST: Stephanie Storm, City Secretary (City Seal) 112 06/27/2023 Item 4. A-1 Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 29 of 31 135364806.4/1001249454 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 113 06/27/2023 Item 4. Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 30 of 31 135364806.4/1001249454 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT is entered into as of June 27, 2023 (this “Agreement”), by and between The Bank of New York Mellon Trust Company, N.A., a banking association duly organized and existing under the laws of the United States of America (the “Bank”) and the City of Wylie, Texas (the “Issuer”), RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its “City of Wylie, Texas General Obligation Bonds, Series 2023” (the “Securities”), dated July 15, 2023, such Securities scheduled to be delivered to the initial purchasers thereof on or about July 27, 2023; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the “Authorizing Document” (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the Authorizing Document. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02 Compensation. As compensation for the Bank’s services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto; provided however, notwithstanding anything herein or in Annex A to the contrary, the aggregate value of this agreement shall be less than the dollar limitation set forth in Section 2271.002(a)(2) or Section 2274.002(a)(2) of the Texas Government Code, as amended. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of 114 06/27/2023 Item 4. ANNEX A Ordinance No. 2023-27 Issuance of General Obligation Bonds 2023 Page 31 of 31 135364806.4/1001249454 A-1 115 06/27/2023 Item 4. ORDINANCE NO. 2023-27 AN ORDINANCE AUTHORIZING THE ISSUANCE OF “CITY OF WYLIE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2023,” SPECIFYING THE TERMS AND FEATURES OF SAID BONDS; LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BONDS; AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE, PAYMENT AND DELIVERY OF SAID BONDS, INCLUDING THE APPROVAL AND EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Wylie, Texas (the “City”) hereby finds and determines that general obligation bonds in the principal amount of $16,010,000 approved and authorized to be issued at an election held in the City on November 2, 2021 should be issued and sold at this time; a summary of the bonds approved by the voters at said election, the principal amounts authorized and respective purposes therefor, amounts heretofore issued and being issued pursuant to this ordinance and the amounts remaining to be issued subsequent hereto being as follows: Principal Amount Amount Amount Premium Election Being Unissued Authorized Previously Applied Date Purpose ($) Issued ($) Issued ($) ($)* Balance ($) 35,100,000 2,500,000 14,126,000 874,000 17,600,000 11-2-2021 McMillen Dr, Park Blvd & Ballard/Sachse Road Improvements (Prop. A) 11-2-2021 10,000,000 2,000,000 1,884,000 116,000 6,000,000 General street improvements (Prop. B) 11-2-2021 Downtown historic district 5,000,000 1,000,000 0 0 4,000,000 street improvements (Prop C) Totals: 50,100,000 5,500,000 16,010,000 990,000 27,600,000 *Original issue premium in the amount of $874,000 allocated to the specific street improvements voted authorization in Prop. A is applied against the specific street improvements voted authorization in Prop. A referenced in the above table and results in a total amount of $15,000,000 being allocated to and applied against the specific street improvements voted authorization in Prop. A; original issue premium in the amount of $116,000 allocated to the general street improvement voted authorization in Prop. B is applied against the general street improvement voted authorization in Prop. B referenced in the above table and results in a total amount of $2,000,000 being allocated to and applied against the general street improvement voted authorization in Prop. B. AND WHEREAS, the City Council hereby reserves and retains the right to issue the balance of unissued bonds approved at said election in one or more installments when, in the judgment of the City Council, funds are needed to accomplish the purposes for which such bonds were voted; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: Authorization - Designation - Principal Amount - Purpose. General obligation bonds of the City shall be and are hereby authorized to be issued in the aggregate 135364806.6/1001249454 principal amount of $16,010,000 to be designated and bear the title “CITY OF WYLIE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2023” (hereinafter referred to as the “Bonds”), for the purposes of providing funds for (i) permanent public improvements and public purposes, to wit: (a) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing McMillen Drive, Park Boulevard and Ballard/Sachse Road, including sidewalks and necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights-of-way therefor; and (b) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing streets, thoroughfares, alleys and sidewalks, including necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights-of-way therefor; and (ii) to pay costs of issuance, in accordance with the Constitution and laws of the State of Texas including Chapter 1331, as amended, of the Texas Government Code. SECTION 2: Fully Registered Obligations - Bond Date - Authorized Denominations - Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations only, shall be dated July 15, 2023 (the “Bond Date”), shall be in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and shall become due and payable on February 15 in each of the years and in principal amounts (the “Stated Maturities”) and bear interest at the rates per annum in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount ($) Rates (%) 2024 450,000 5.000 2025 510,000 5.000 2026 535,000 5.000 2027 565,000 5.000 2028 590,000 5.000 2029 625,000 5.000 2030 655,000 5.000 2031 690,000 5.000 2032 725,000 5.000 2033 760,000 5.000 2034 800,000 5.000 2035 840,000 5.000 2036 885,000 5.000 2037 930,000 5.000 2038 970,000 4.000 2039 1,010,000 4.000 2040 1,050,000 4.000 *** *** *** 2042 2,235,000 4.000 2043 1,185,000 4.000 The Bonds shall bear interest on the unpaid principal amounts from the date of the initial delivery of the Bonds (anticipated to be July 27, 2023) at the rates per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Bonds 135364806.6/1001249454 2 shall be payable on February 15 and August 15 in each year until maturity or prior redemption, commencing February 15, 2024. SECTION 3: Terms of Payment - Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter called the “Holders”) appearing on the Security Register (as defined herein) 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 Bonds is hereby approved and confirmed. Books and records relating to the registration, payment, exchange and transfer of the Bonds (the “Security Register”) shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, all as provided herein, 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 of the City are hereby authorized to execute and deliver such Paying Agent/Registrar Agreement in connection with the delivery of the Bonds. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any successor Paying Agent/Registrar shall be a 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 Bonds, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States mail, first-class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities or upon the earlier redemption thereof, only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its designated office 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 Bonds 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 Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to be closed, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when such banking institutions are authorized to be closed; 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 non-payment 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 135364806.6/1001249454 3 been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first- class, postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Bonds having Stated Maturities on and after February 15, 2033, shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2032, or on any date thereafter, at the redemption price of par plus accrued interest to the date of redemption. At least forty-five (45) days prior to a redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the governing body of the City. (b) Mandatory Redemption. The Bonds having Stated Maturities of February 15, 2042 (collectively, the “Term Bonds”) shall be subject to mandatory redemption in part prior to maturity at the redemption price of par and accrued interest to the date of redemption on the respective dates and in principal amounts as follows: Term Bonds due February 15, 2042 Principal Redemption Date Amount ($) February 15, 2041 1,095,000 February 15, 2042 (maturity) 1,140,000 At least forty-five (45) days prior to the mandatory redemption date for the Term Bonds, the Paying Agent/Registrar shall select by lot the numbers of the Term Bonds to be redeemed on the next following February 15 from moneys set aside for that purpose in the Interest and Sinking Fund (as hereinafter defined). Any Term Bond not selected for prior redemption shall be paid on the date of its Stated Maturity. The principal amount of the Term Bonds required to be redeemed on a mandatory redemption date may be reduced, at the option of the City, by the principal amount of Term Bonds 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 Bonds 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 Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat such Bonds as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bonds by $5,000 and shall select the Bonds, or principal amount thereof, to be redeemed within such Stated Maturity by lot. 135364806.6/1001249454 4 (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States mail, first-class, postage prepaid, in the name of the City and at the City’s expense, to each Holder of a Bond to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Bonds, (ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to prior redemption and has been called for redemption and notice of redemption thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Bond (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. (e) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds 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. If a conditional notice is given and if sufficient moneys are not received, or such prerequisites are not satisfied, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. SECTION 5: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Bonds issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged for Bonds of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar at the Designated Payment/Transfer Office for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Bond (other than the Initial Bond(s) referenced in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, one or more new Bonds shall be registered and issued to the assignee or transferee of the previous Holder; such Bonds to be in authorized denominations, of like Stated Maturity and of a like aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds (other than the Initial Bond(s) referenced in Section 8 hereof) may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered for exchange, the Paying Agent/Registrar 135364806.6/1001249454 5 shall register and deliver new Bonds to the Holder requesting the exchange. All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States mail, first- class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be “Predecessor Bonds,” evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally, the term “Predecessor Bonds” shall include any mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 11 hereof and such new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Bond called for redemption, in whole or in part, within forty-five (45) days of the date fixed for the redemption of such Bond; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called for redemption in part. SECTION 6: Book-Entry-Only Transfers and Transactions. Notwithstanding the provisions contained herein relating to the payment of, and transfer/exchange of, the Bonds, the City hereby approves and authorizes the use of “Book-Entry-Only” securities clearance, settlement and transfer system provided by The Depository Trust Company (“DTC”), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representations, by and between the City and DTC (the “Depository Agreement”). Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be deposited with DTC who shall hold said Bonds for its participants (the “DTC Participants”). While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond (the “Beneficial Owners”) being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Bonds or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general, or the City decides to discontinue use of the system of book-entry transfers through DTC, the City covenants and agrees with the Holders of the Bonds to cause Bonds to be printed in definitive form and provide for the Bond certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Bonds in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution - Registration. The Bonds 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 signature of said officers on the Bonds may be manual or facsimile. Bonds bearing the 135364806.6/1001249454 6 manual or facsimile signatures of individuals who are or were the proper officers of the City on the date of adoption of this Ordinance shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of such individuals shall cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and with respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and provided in Texas Government Code, Chapter 1201, as amended. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 9(c), manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 9(d), manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified, registered and delivered. SECTION 8: Initial Bond(s). The Bonds herein authorized shall be initially issued either (i) as a single fully registered bond in the total principal amount shown 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 bonds, being one bond for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the “Initial Bond(s)”) and, in either case, the Initial Bond(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Bond(s) shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Bond(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Bond(s) delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written 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 Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Bonds as evidenced by their execution. Any portion of the text of any Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds and the Initial Bond(s) shall be printed, lithographed, engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution thereof. 135364806.6/1001249454 7 (b) Form of Definitive Bond. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS GENERAL OBLIGATION BOND SERIES 2023 Bond Date: Interest Rate: Stated Maturity: CUSIP NO: July 15, 2023 February 15, 20 Registered Owner: Principal Amount: 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 redeemed prior to maturity) and to pay interest on the unpaid principal amount hereof from the interest payment date next preceding the “Registration Date” of this Bond appearing below (unless this Bond 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 Bond is prior to the initial interest payment date in which case it shall bear interest from the date of the initial delivery of the Bonds) 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 until maturity or prior redemption, commencing February 15, 2024. Principal of this Bond is payable at its Stated Maturity or upon its prior redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor; provided, however, while this Bond 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 Bond. Interest is payable to the registered owner of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the “Security Register” maintained by the Paying Agent/Registrar at the close of business on the “Record Date,” which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States mail, first-class, postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or 135364806.6/1001249454 8 executive order to be closed, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when such banking institutions are authorized to be closed; 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 Bond shall be without exchange or collection charges to the registered owner hereof and in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts. This Bond is one of the series specified in its title issued in the aggregate principal amount of $16,010,000 (herein referred to as the “Bonds”) for the purposes of providing funds for (i) permanent public improvements and public purposes, to wit: (a) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing McMillen Drive, Park Boulevard and Ballard/Sachse Road, including sidewalks and necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights-of-way therefor; and (b) developing, engineering, constructing, reconstructing, improving, repairing, extending, expanding and enhancing streets, thoroughfares, alleys and sidewalks, including necessary and related storm drainage facilities and improvements, utility relocations and the acquisition of any needed land and rights-of-way therefor; and (ii) to pay costs of issuance, under and in strict conformity with the Constitution and laws of the State of Texas, including Texas Government Code, Chapter 1331, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the “Ordinance”). The Bonds maturing on the dates hereinafter identified (collectively, the “Term Bonds”) are subject to mandatory redemption prior to maturity with funds on deposit in the Interest and Sinking Fund established and maintained for the payment thereof in the Ordinance, and shall be redeemed in part prior to maturity at the price of par and accrued interest thereon to the mandatory redemption date on the respective dates and in principal amounts as follows: Term Bonds due February 15, 2042 Principal Redemption Date Amount ($) February 15, 2041 1,095,000 February 15, 2042 (maturity) 1,140,000 The particular Term Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds maturing on and after February 15, 2033, 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 135364806.6/1001249454 9 February 15, 2032, 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 Bond to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond (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 this Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and interest hereon shall cease to accrue from and after the redemption date therefor, provided moneys for the payment of the redemption price and the interest on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar. In the event a portion of the principal amount of this Bond is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of this Bond to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Bond or Bonds of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If this Bond is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer this Bond 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 hereof in the event of its redemption in part. With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds 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. If a conditional notice is given and if sufficient moneys are not received, or such prerequisites are not satisfied, such notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. The Bonds are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all of the provisions of which the registered owner of this Bond by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the registered owners; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be discharged at or prior to its maturity or redemption, and deemed to be no longer 135364806.6/1001249454 10 Outstanding thereunder; and for other terms and provisions contained therein. Capitalized terms used herein and not otherwise defined herein have the meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the owner entitled to payment of principal hereof at its Stated Maturity or 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 from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be fifteen (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 registered owner appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Bonds to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. 135364806.6/1001249454 11 IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly executed under the official seal of the City. CITY OF WYLIE, TEXAS \[Mayor\] \[Mayor Pro Tem\] COUNTERSIGNED: City Secretary (SEAL) (c) Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Bond(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER ) ) OF PUBLIC ACCOUNTS ) REGISTER NO. ) THE STATE OF TEXAS ) I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this . Comptroller of Public Accounts of the State of Texas (SEAL) 135364806.6/1001249454 12 (d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Bonds only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued and registered under the provisions of the within-mentioned Ordinance; the bond or bonds of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated office of the Paying Agent/Registrar in East Syracuse, New York, is the Designated Payment/Transfer Office for this Bond. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Dallas, Texas, as Paying Agent/Registrar Registration date: By Authorized Signature (e) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (Print or typewrite name, address and zip code of transferee): (Social Security or other identifying number ) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the Signature guaranteed: registered owner as it appears on the face of the within Bond in every particular. (f) The Initial Bond(s) shall be in the form set forth in paragraph (b) of this Section, except that the form of the single fully registered Initial Bond shall be modified as follows: Heading and paragraph one shall be amended to read as follows: REGISTERED REGISTERED 135364806.6/1001249454 13 NO. T-1 $16,010,000 UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS GENERAL OBLIGATION BOND SERIES 2023 Bond Date: July 15, 2023 Registered Owner: FIDELITY CAPITAL MARKETS Principal Amount: SIXTEEN MILLION TEN THOUSAND DOLLARS The City of Wylie (hereinafter referred to as the “City”), a body corporate and municipal corporation in the Counties of Collin, Dallas and Rockwall, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay the registered owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: Year of Stated Principal Amount ($) Interest Rate Maturity (%) (Information to be inserted from schedule in Section 2 hereof). (or so much principal thereof as shall not have been redeemed prior to maturity) and to pay interest on the unpaid principal installments hereof from the interest payment date next preceding the “Registration Date” of this Bond appearing below (unless this Bond 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 Bond is prior to the initial interest payment date in which case it shall bear interest from the date of the initial delivery of the Bonds) at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year until maturity or prior redemption, commencing February 15, 2024. Principal installments of this Bond are payable at its Stated Maturity 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 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 offices of such successor (the “Designated Payment/Transfer Office”). Interest is payable to the registered owner of this Bond whose name appears on the “Security Register” maintained by the Paying Agent/Registrar at the close of business on the “Record Date”, which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States mail, first-class, postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking 135364806.6/1001249454 14 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 be closed, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when such banking institutions are authorized to be closed; 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 Bond shall be without exchange or collection charges to the registered 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: Levy of Taxes. To provide for the payment of the “Debt Service Requirements” of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their redemption at maturity or prior redemption or a sinking fund of 2% (whichever amount is the greater), there is hereby levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on all taxable property in the City, within the limitations prescribed by law, and such tax hereby levied on each one hundred dollars’ valuation of taxable property in the City for the Debt Service Requirements of the Bonds shall be at a rate from year to year as will be ample and sufficient to provide funds each year to pay the Debt Service Requirements on said Bonds while Outstanding; full allowance being made for delinquencies and costs of collection; separate books and records relating to the receipt and disbursement of taxes levied, assessed and collected for and on account of the Bonds shall be kept and maintained by the City at all times while the Bonds are Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the Bonds shall be deposited to the credit of a “Special 2023 Bond Account” (the “Interest and Sinking Fund”) maintained on the records of the City and deposited in a special fund maintained at an official depository of the City’s funds; and such tax hereby levied, and to be assessed and collected annually, is hereby pledged to the payment of the Bonds. The Mayor, Mayor Pro Tem, City Secretary, City Manager, City Manager, Assistant City Manager and Finance Director, individually or jointly, are hereby authorized and directed to cause to be transferred to the Paying Agent/Registrar for the Bonds, from funds on deposit in the Interest and Sinking Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of redemption prior to maturity; such transfers of funds to be made in such manner as will cause collected funds to be deposited with the Paying Agent/Registrar on or before each principal and interest payment date for the Bonds. SECTION 11: Mutilated, Destroyed, Lost and Stolen Bonds. In case any Bond shall be mutilated, destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Bond of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed, lost or stolen Bond, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of the Bond mutilated, destroyed, lost or stolen. 135364806.6/1001249454 15 Every replacement Bond issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds. SECTION 12: Satisfaction of 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 Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Bonds or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Bonds or the principal amount(s) thereof at maturity or to the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting 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 Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. The City reserves the right, subject to satisfying the requirements in (i) or (ii) above, to substitute other Government Securities for the Government Securities originally deposited, to reinvest the uninvested money on deposit for such defeasance, and to withdraw for the benefit of the City moneys in excess of the amount required for such defeasance. Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Bonds such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt 135364806.6/1001249454 16 therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. The term “Government Securities”, as used herein, means (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 under applicable law that may be used to defease obligations such as the Bonds. Upon such deposit as described above, such Bonds shall no longer be regarded to be outstanding or unpaid; provided, however, the City has reserved the option, to be exercised at the time of the defeasance of the Bonds, to call for redemption at an earlier date, which have been defeased to their maturity date, if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the reservation of that right to the owners of the Bonds immediately following the making of the firm banking and financial arrangements; and (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. SECTION 13: Ordinance a Contract - Amendments - Outstanding Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section and in Section 28. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate principal amount of Bonds required to be held by Holders for consent to any such amendment, addition, or rescission. The term “Outstanding”, when used in this Ordinance with respect to Bonds, means as of the date of determination, all Bonds theretofore issued and delivered under this Ordinance, except: 135364806.6/1001249454 17 (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Bonds deemed to be duly paid by the City in accordance with the provisions of Section 12 hereof; and (3) those mutilated, destroyed, lost, or stolen Bonds which have been replaced with Bonds registered and delivered in lieu thereof as provided in Section 11 hereof. SECTION 14: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section 14, the following terms shall have the following meanings: “Closing Date” means the date on which the Bonds are first authenticated and delivered to the initial purchasers against payment therefor. “Code” means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. “Computation Date” has the meaning set forth in Section 1.148-1(b) of the Regulations. “Gross Proceeds” means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. “Investment” has the meaning set forth in Section 1.148-1(b) of the Regulations. “Nonpurpose Investment” means any investment property, as defined in Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. “Rebate Amount” has the meaning set forth in Section 1.148-1(b) of the Regulations. “Regulations” means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. “Yield” of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-4 of the Regulations. 135364806.6/1001249454 18 (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in Section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be “loaned” to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. 135364806.6/1001249454 19 (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 Bonds directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Bonds. (f) Not 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 Bonds to be federally guaranteed within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of 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 Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in Section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Underwriter 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, other appropriate fund or, if permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the Interest and Sinking Fund, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the 135364806.6/1001249454 20 case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm’s length and had the Yield of the Bonds not been relevant to either party. (j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Secretary, City Manager, Assistant City Manager and Finance Director, either 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 Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 15: Sale of Bonds - Official Statement Approval. Pursuant to a public sale for the Bonds, the bid submitted by Fidelity Capital Markets (herein referred to as the “Underwriter”) is declared to be the best bid received producing the lowest true interest cost rate to the City, and the sale of the Bonds to said Underwriter at the price of par plus a net cash premium of $1,126,451.75, is hereby determined to be in the best interests of the City and is approved and confirmed. Delivery of the Bonds to the Underwriter shall occur as soon as possible upon payment being made therefor in accordance with the terms of sale. The Initial Bond shall be registered in the name as provided in the winning bid. Furthermore, the use of the Preliminary Official Statement by the Underwriter in connection with the public offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects and is hereby deemed "final" as of its date, within the meaning of Rule 15c2-12 of the United States Securities and Exchange Commission. The final Official Statement, 135364806.6/1001249454 21 which reflects the terms of sale (together with such changes approved by the Mayor, Mayor Pro Tem, City Secretary, City Manager, City Manager, Assistant City Manager and Finance Director, any one or more of said officials), shall be and is hereby in all respects approved and the Underwriter is hereby authorized to use and distribute said final Official Statement, dated June 27, 2023, in the reoffering, sale and delivery of the Bonds to the public. The Mayor or Mayor Pro Tem and City Secretary are further authorized to execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Underwriter, and such final Official Statement in the form and content executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Underwriter. SECTION 16: Control and Custody of Bonds. The Mayor or Mayor Pro Tem of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Underwriter. Furthermore, the Mayor, Mayor Pro Tem, the City Manager, the Assistant City Manager, the Finance Director and the City Secretary, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General, and their registration by the Comptroller of Public Accounts and, together with the City’s financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Bond(s) to the Underwriter and the initial exchange thereof for definitive Bonds. SECTION 17: Proceeds of Sale. Immediately following the delivery of the Bonds, the proceeds of sale shall be deposited with an official depository of the City to finance the permanent public improvements referenced in Section 1 hereof and to pay the 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 Government Code, Section 2256.015 et seq., and the City's investment policies and guidelines and any investment earnings realized shall be expended for such authorized projects and purposes or deposited in the Interest and Sinking Fund. $990,000 of the premium received from the Underwriter will be deposited to the construction fund to finance the permanent public improvements referenced in Section 1 hereof, $100,702.90 will be used for underwriter’s discount and the remaining premium will be used to pay costs of issuance as permitted by Section 1201.042, Texas Government Code, as amended. Any surplus proceeds of sale of the Bonds, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Interest and Sinking Fund. SECTION 18: 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. 135364806.6/1001249454 22 In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 19: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be returned to the City. SECTION 20: Legal Opinion. The Underwriter’s obligation to accept delivery of the Bonds is subject to being furnished a final opinion of Norton Rose Fulbright US LLP approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Bonds. A true and correct reproduction of said opinion or an executed counterpart thereof shall accompany the global Bonds deposited with The Depository Trust Company or a reproduction thereof shall be printed on the definitive Bonds 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 21: CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds deposited with The Depository Trust Company or on printed definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Bonds shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds. SECTION 22: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 23: 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. 135364806.6/1001249454 23 SECTION 24: 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 25: Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect the construction hereof. SECTION 26: 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 27: 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 28: 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 “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 2023, financial information and operating data with respect to the City of the general type included under Tables numbered 1 through 6 and 8 through 15 in the final Official Statement, and (2) within twelve months after the end of each fiscal year, ending in or after 2023, audited financial statements of the City. 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. Any financial statements so provided shall be prepared in accordance with the accounting principles described in Appendix B of 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, and audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. 135364806.6/1001249454 24 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 Bonds to the MSRB in a timely manner and not more than ten (10) business days after occurrence of the event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. Modifications to rights of holders of the Bonds, if material; 8. Bond calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds, 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 135364806.6/1001249454 25 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 paragraph (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 paragraphs (15) and (16) in this Section to have the meanings ascribed to them in SEC Release No. 34-83885, dated August 20, 2018. 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 Bonds 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 Bond calls and defeasance that cause the City to be no longer such an “obligated person.” The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City’s financial results, condition, or prospects or hereby undertake to update any information 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 Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY 135364806.6/1001249454 26 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 Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Bonds. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City’s right to do so would not prevent underwriters of the initial public offering of the Bonds from lawfully purchasing or selling Bonds in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 29: Further Procedures. Any one or more of the Mayor, Mayor Pro Tem, City Manager, Assistant 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, sale and delivery of the Bonds. In addition, prior to the initial delivery of the Bonds, the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Finance Director, City Secretary 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 the 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 Bonds by the Attorney General. In the event that any officer of the City whose signature shall appear on any document shall cease to be such officer 135364806.6/1001249454 27 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 30: 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 31: 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 32: 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. \[Remainder of page intentionally left blank\] 135364806.6/1001249454 28 th DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas, this 27 day of June, 2023. Matthew O. Porter, Mayor ATTEST: Stephanie Storm, City Secretary (City Seal) 135364806.6/1001249454 S-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 135364806.6/1001249454 A-1 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT is entered into as of June 27, 2023 (this “Agreement”), by and between The Bank of New York Mellon Trust Company, N.A., a banking association duly organized and existing under the laws of the United States of America (the “Bank”) and the City of Wylie, Texas (the “Issuer”), RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its “City of Wylie, Texas General Obligation Bonds, Series 2023” (the “Securities”), dated July 15, 2023, such Securities scheduled to be delivered to the initial purchasers thereof on or about July 27, 2023; and WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01 Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities, and, as Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof; all in accordance with this Agreement and the “Authorizing Document” (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities and, as Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the Authorizing Document. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. Section 1.02 Compensation. As compensation for the Bank’s services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Annex A attached hereto; provided however, notwithstanding anything herein or in Annex A to the contrary, the aggregate value of this agreement shall be less than the dollar limitation set forth in Section 2271.002(a)(2) or Section 2274.002(a)(2) of the Texas Government Code, as amended. In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of 135340819.2/1001249454 the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01 Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: “Acceleration Date” on any Security means the date, if any, on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. “Authorizing Document” means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, as the same may be amended or modified, including any pricing certificate related thereto, certified by the secretary or any other officer of the Issuer and delivered to the Bank. “Bank Office” means the designated office of the Bank at the address shown in Section 3.01 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. “Financial Advisor” means Hilltop Securities Inc. “Holder” and “Security Holder” each means the Person in whose name a Security is registered in the Security Register. “Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. “Predecessor Securities” of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the Authorizing Document). “Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption pursuant to the terms of the Authorizing Document. “Responsible Officer”, when used with respect to the Bank, means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated 135340819.2/1001249454 2 officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. “Security Register” means a register maintained by the Bank on behalf of the Issuer providing for the registration and transfers of Securities. “Stated Maturity” means the date specified in the Authorizing Document the principal of a Security is scheduled to be due and payable. Section 2.02 Other Definitions. The terms “Bank,” “Issuer,” and “Securities (Security)” have the meanings assigned to them in the recital paragraphs of this Agreement. The term “Paying Agent/Registrar” refers to the Bank in the performance of the duties and functions of this Agreement. ARTICLE THREE PAYING AGENT Section 3.01 Duties of Paying Agent. As Paying Agent, the Bank shall pay, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the following address: First Class/Registered/Certified Express Delivery/Courier By Hand Only The Bank of New York The Bank of New York The Bank of New York Mellon Mellon Trust Company, N.A. Mellon Trust Company, N.A. Trust Company, N.A. Global Corporate Trust Global Corporate Trust Global Corporate Trust P.O. Box 396 111 Sanders Creek Pkwy. East Corporate Trust Window East Syracuse, NY 13057 Syracuse, NY 13057 101 Barclay Street, 1st Floor East New York, NY 10286 As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security when due, by computing the amount of interest to be paid each Holder and making payment thereof to the Holders of the Securities (or their Predecessor Securities) on the Record Date (as defined in the Authorizing Document). All payments of principal and/or interest on the Securities to the registered owners shall be accomplished (1) by the issuance of checks, payable to the registered owners, drawn on the paying agent account provided in Section 5.05 hereof, sent by United States mail, first class postage prepaid, to the address appearing on the Security Register or (2) by such other method, acceptable to the Bank, requested in writing by the Holder at the Holder’s risk and expense. Section 3.02 Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on the Securities on the dates specified in the Authorizing Document. 135340819.2/1001249454 3 ARTICLE FOUR REGISTRAR Section 4.01 Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the “Security Register”) for recording the names and addresses of the Holders of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges and replacements of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, such written instrument to be in a form satisfactory to the Bank and duly executed by the Holder thereof or his agent duly authorized in writing. The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three (3) business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02 Securities. The Issuer shall provide additional Securities when needed to facilitate transfers or exchanges thereof. The Bank covenants that such additional Securities, if and when provided, will be kept in safekeeping pending their use and reasonable care will be exercised by the Bank in maintaining such Securities in safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other governments or corporations for which it serves as registrar, or that is maintained for its own securities. Section 4.03 Form of Security Register. The Bank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer and exchange of the Securities in accordance with the Bank’s general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04 List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information contained in the Security Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. 135340819.2/1001249454 4 The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05 Return of Cancelled Securities. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, all Securities in lieu of which or in exchange for which other Securities have been issued, or which have been paid. Section 4.06 Mutilated, Destroyed, Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject to the provisions of the Authorizing Document, to deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an overissuance. In case any Security shall be mutilated, destroyed, lost or stolen, the Bank may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in substitution for such mutilated, destroyed, lost or stolen Security, only upon the approval of the Issuer and after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss or theft of such Security, and of the authenticity of the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, destroyed, lost or stolen. Section 4.07 Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4.06. ARTICLE FIVE THE BANK Section 5.01 Duties of Bank. The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02 Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 135340819.2/1001249454 5 repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by the Issuer. (e) The Bank may consult with counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (f) The Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. (g) The Bank is also authorized to transfer funds relating to the closing and initial delivery of the Securities in the manner disclosed in the closing memorandum or letter as prepared by the Issuer, the Financial Advisor or other agent. The Bank may act on a facsimile or e-mail transmission of the closing memorandum or letter acknowledged by the Issuer, the Issuer’s financial advisor or other agent as the final closing memorandum or letter. The Bank shall not be liable for any losses, costs or expenses arising directly or indirectly from the Bank’s reliance upon and compliance with such instructions. Section 5.03 Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other Person for any amount due on any Security from its own funds. Section 5.04 May Hold Securities. The Bank, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent. Section 5.05 Moneys Held by Bank - Paying Agent Account/Collateralization. A paying agent account shall at all times be kept and maintained by the Bank for the receipt, safekeeping, and disbursement of moneys received from the Issuer under this Agreement for the payment of the Securities, and money deposited to the credit of such account until paid to the Holders of the Securities shall be continuously collateralized by securities or obligations which qualify and are eligible under both the laws of the State of Texas and the laws of the United States of America to secure and be pledged as collateral for paying agent accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such paying agent account shall be made by check drawn on such account unless the owner of the Securities shall, at its own expense and risk, request an alternative method of payment. 135340819.2/1001249454 6 Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal of, premium (if any), or interest on any Security and remaining unclaimed for three years after final maturity of the Security has become due and payable will be held by the Bank and disposed of only in accordance with Title 6 of the Texas Property Code, as amended. The Bank shall have no liability by virtue of actions taken in compliance with this provision. The Bank is not obligated to pay interest on any money received by it under this Agreement. This Agreement relates solely to money deposited for the purposes described herein, and the parties agree that the Bank may serve as depository for other funds of the Issuer, act as trustee under indentures authorizing other bond transactions of the Issuer, or act in any other capacity not in conflict with its duties hereunder. Section 5.06 Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it harmless against, any loss, liability, or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07 Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the state and county where the administrative office of the Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine the rights of any Person claiming any interest herein. In the event the Bank becomes involved in litigation in connection with this Section, the Issuer, to the extent permitted by law, agrees to indemnify and save the Bank harmless from all loss, cost, damages, expenses, and attorney fees suffered or incurred by the Bank as a result. The obligations of the Bank under this Agreement shall be performable at the principal corporate office of the Bank in the City of Dallas, Texas. Section 5.08 DTC Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for “Depository Trust Company” services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the “Operational Arrangements”, which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01 Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. 135340819.2/1001249454 7 Section 6.02 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03 Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page(s) hereof. Section 6.04 Effect of Headings. The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof. Section 6.05 Successors and Assigns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or not. Section 6.06 Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 6.07 Merger, Conversion, Consolidation, or Succession. Any corporation or association into which the Bank may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion, or consolidation to which the Bank shall be a party, or any corporation or association succeeding to all or substantially all of the corporate trust business of the Bank shall be the successor of the Bank as Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of either parties hereto. Section 6.08 Benefits of Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. Section 6.09 Entire Agreement. This Agreement and the Authorizing Document constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Authorizing Document, the Authorizing Document shall govern. Section 6.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.11 Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. However, if the Issuer fails to appoint a successor Paying Agent/Registrar within a reasonable time, the Bank may petition a court of competent jurisdiction within the State of Texas to appoint a successor. Furthermore, the Bank and the Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. 135340819.2/1001249454 8 Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with the other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect following the termination of this Agreement. Section 6.12 Iran, Sudan or Foreign Terrorist Organizations. The Bank represents that neither it nor any of its parent company, wholly- or majority-owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer’s internet website: https://comptroller.texas.gov/purchasing/docs/sudan-list.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes the Bank and each of its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Bank understands “affiliate” to mean any entity that controls, is controlled by, or is under common control with the Bank and exists to make a profit. Section 6.13 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. \[Remainder of page left blank intentionally.\] 135340819.2/1001249454 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: Title: th Address: 2001 Bryan Street, 10 Floor Dallas, Texas 75201 135340819.2/1001249454 Signature Page to Paying Agent/Registrar Agreement CITY OF WYLIE, TEXAS By: Mayor Address: 300 Country Club Road Wylie, Texas 75098 Attest: City Secretary 135340819.2/1001249454 Signature Page to Paying Agent/Registrar Agreement ANNEX A 135340819.2/1001249454 A-1 Wylie City Council AGENDA REPORT Department: City Engineer Account Code: Prepared By: Tim Porter Subject Discuss Breezy Beach RV Resort Sanitary Sewer. Recommendation Discussion Please see attached presentation. 116 06/27/2023 Item WS1. •Proposed Luxury RV Resort •Approximately 43 Acres •Located off Troy Road South of County Line Road •Rowlett ETJ Breezy Beach RV Resort –Project Overview 117 06/27/2023 Item WS1. 118 06/27/2023 Item WS1. 119 06/27/2023 Item WS1. •Install Lift Station on Breezy Beach Site •Serve Breezy Beach and Adjacent Area •Force main to Existing City of Wylie Sewer in Braddock Place •Upsize a portion of the Existing Line downstream •Upsize section located outside of Braddock Place Proposed Sanitary Sewer Solution 120 06/27/2023 Item WS1. 121 06/27/2023 Item WS1. 122 06/27/2023 Item WS1. Wylie City Council AGENDA REPORT Department: Finance Account Code: Prepared By: Melissa Brown Subject Discuss General Fund, Utility Fund, and 4B Fund. Recommendation Discussion. Discussion Presentation to discuss General Fund, Utility Fund, and 4B Fund budgets. 123 06/27/2023 Item WS2. Proposed Revenue/Expenditure Assumptions Certified Total Estimated Value as of April 30: $6,920,554,955 Certified Estimated Value of New Construction as of April 30: $213,430,800 (equates to $1,244,579 in revenue) Proposed Sales Tax is a 10% increase over FY 2023 Budgeted/Projected (6 month actuals at 54%) Assumes an estimated No New Revenue Tax Rate of .533130 and voter approval rate of .640763 Assumes an additional two cents for new debt requirement (approved by voters) .553130 Assumes another 1/2 cent to partially fund the new Ambulance Service Program .558130 Assumes sales tax increase and interest earnings will fund the remaining cost of the Ambulance Service Program Base Budget increased overall by 1.7% which must account for any inflation Includes a $700,000 reduction in the Streets Department base budget for maintenance 2 125 06/27/2023 Item WS2. Items Included in Proposed Base Budget Amount 15% increase in health insurance $486,129 3% average merit increase for the General Employees (effective January 2024)$267,709 Pay plan adjustments for Police and Fire (effective October 2023)$785,000 Total $1,538,838 * * Supported by No New Revenue Rate 3 126 06/27/2023 Item WS2. 4 General Fund Summary Estimated Beginning Fund Balance - 10/01/23 $ 21,422,311 Proposed Revenues '24 (@ .558130)55,549,839 Proposed Expenditures Base Budget '24 (52,210,273) New EMS Program (Recurring Expense)(2,476,032) Recommended Requests (Recurring Expense)(863,534) Use of Fund Balance (1,668,710) Estimated Ending Fund Balance 09/30/24 $ 19,753,601 a) a) Fund balance is 35.6% of expenditures. 127 06/27/2023 Item WS2. New Recurring Recommendations - General Fund 5 Dept Description Amount Personnel City Secretary Upgrade Record Analyst to Records and information Analyst II $ 3,448 IT IT System Specialist $ 80,639 Police Two Sworn Officers (4)$ 476,727 Police School Resource Officer $ 119,186 (a) Police Records Clerk $ 57,192 Streets Signal Technician $ 58,342 $ 795,534 Non-Personnel Police Axon Tasers $ 68,000 Total Recommend Recurring Requests $ 863,534 a) WISD $51,000 reimbursement included in General Fund Revenue. 128 06/27/2023 Item WS2. Use of Fund Balance - General Fund 6 Dept Description Amount City Secretary Public Information Request Software $ 14,010 Police Patrol Replacement Tahoes (3)$ 120,000 Police New Patrol Tahoes for Requested Positions (4)$ 160,000 Fire Replace Fire Marshall Vehicle $ 74,200 Fire EMS One Time Expense $ 837,000 Animal Control Needs Assessment Study $ 35,000 Streets Aerial Bucket Truck $ 220,000 Streets Fleet Services Equipment and Updates $ 18,500 Streets School Zone Flasher Assembly $ 90,000 Streets Sachse Road/Creek Crossing Traffic Signal Design $ 100,000 Total $ 1,668,710 129 06/27/2023 Item WS2. Utility Fund Summary 7 Estimated Beginning Fund Balance - 10/01/23 $ 25,610,271 Proposed Revenues '24 30,193,114 a) Proposed Expenditures '24 (26,585,246) Recommended Requests (Recurring Expense)(72,895) Recommended Requests (One Time Uses and Equipment)(944,095) Estimated Ending Fund Balance 09/30/24 $ 28,201,149 b) a) Assumes 5.0% water rate increase and 5.5% sewer rate increase per the 2023 rate study. b) Policy requirement is 90 days of operating expenditures. This ending fund balance is 387 days. 130 06/27/2023 Item WS2. Utility Fund Recommended Requests 8 Dept Description Amount Water Water Quality Specialist $ 72,895 Total Personnel $ 72,895 Water 6 YD. Dumptruck $ 137,000 Water Hydro-Vac Truck $ 513,000 Water Infrared Gate Openers $ 15,000 Water Portable Radios $ 22,700 Engineering Stormwater Utility Fee Study $ 150,000 Wastewater Multi-Smart Controllers $ 36,530 Wastewater Portable Camera Inspection Equipment System $ 69,865 Total Equipment and One Time Uses $ 944,095 Total Recommended Requests $ 1,016,990 131 06/27/2023 Item WS2. 4B Sales Tax Fund Summary 9 Estimated Beginning Fund Balance - 10/01/23 $ 3,926,368 Proposed Revenues '24 5,696,500 Proposed Expenditures '24 (4,089,026) Recommended Requests (Recurring Expense)(96,881) Recommended Requests (One Time Uses and Equipment)(1,422,000) Estimated Ending Fund Balance 09/30/24 $ 4,014,961 a) a) Policy requirement is 25% of budgeted sales tax revenue ($4,536,561 x 25% = $1,134,140). 132 06/27/2023 Item WS2. 4B Recommended Requests 10 Dept Description Amount WRC Upgrade PT GSS Programs to FT $ 33,970 4B Parks Equipment Operator - Athletics $ 62,911 Total Personnel $ 96,881 SRC 12 Passenger Van $ 70,000 4B Parks Community Park Playground Phase 2 Installation $ 65,000 4B Parks Community Park Playground Poured in Place Surfacing $ 375,000 4B Parks Zero Turn Mower Replacement $ 15,000 4B Parks 5900 Large Mower Replacement $ 147,000 4B Parks Pavilion at the Library $ 50,000 4B Parks Pirate Cove Playground Replacement $ 700,000 Total Equipment and One Time Uses $ 1,422,000 Total Recommend Requests $ 1,518,881 133 06/27/2023 Item WS2. CITY OF WYLIE, TEXAS WATER AND WASTEWATER RATES REVIEW RATE SUFFICIENCY AND RECOMMENDATIONS July 26, 2022 134 06/27/2023 Item WS2. 2NEWGEN STRATEGIES AND SOLUTIONS, LLC AGENDA Introduction Current Study Considerations 2020 Rate Plan Sufficiency Discussion 2 135 06/27/2023 Item WS2. NEWGEN STRATEGIES AND SOLUTIONS, LLC NEWGEN STRATEGIES AND SOLUTIONS, LLC OUR FIRM 12 Locations nationwide Be a consulting company that makes a difference for our clients, our employees and in our communities. 2012 management and economic consulting firm created by consultants who are dedicated to our client’s mission and recognized as experts in our respective fields of service established 52 employees OUR CLIENTS 3 136 06/27/2023 Item WS2. Current Study Considerations 137 06/27/2023 Item WS2. NEWGEN STRATEGIES AND SOLUTIONS, LLC KEY CONSIDERATIONS 5 •Wholesale Costs •Customer Growth Forecast •Cash Capital Funding 138 06/27/2023 Item WS2. NEWGEN STRATEGIES AND SOLUTIONS, LLC NORTH TEXAS MUNICIPAL WATER DISTRICT (NTMWD) FY 2023 RATES •Member City Water Rate for FY 2023 is expected to be $3.39 per 1,000 gallons •This represents a 13.4% increase compared to the FY 2022 rate of $2.99 •Expected 20.8%increase in Wastewater costs from FY 2022 to FY 2023 •Primary Increases at Muddy Creek WWTP •Will fund $61M in FY 2023 for improvements for Peak Flow, UV and Filter Upgrades •Expansions to 12.5 MGD planned for 2024 6 139 06/27/2023 Item WS2. 7NEWGEN STRATEGIES AND SOLUTIONS, LLC WATER AND SEWER WHOLESALE COSTS Projections Per NTMWD Strategic Financial Plan Forecasts 7 Water FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 Regional Water Cost $ 6,246,171 $ 7,042,234 $ 7,520,383 $ 8,058,706 $ 8,740,584 % Change per Year 11.6%12.4%6.8%7.2%8.5% Sewer FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 Sewer Cost $ 7,820,639 $ 9,361,054 $ 11,020,159 $ 12,698,253 $ 12,727,494 %Change per Year 20.8%19.7%17.7%17.3%0.3% Total FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 Total NTMWD $ 14,084,810 $ 16,403,288 $ 18,540,542 $ 20,990,806 $ 21,711,393 %Change per Year 16.5%16.5%13.0%13.2%3.4% 140 06/27/2023 Item WS2. NEWGEN STRATEGIES AND SOLUTIONS, LLC •Historical Trends and Estimated Annual Customer Growth •100 Annual Residential Water Accounts •300 Annual Residential Wastewater Accounts •Forecasted Growth WYLIE CUSTOMER GROWTH FORECAST 8 Residential Growth FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 Water Annual Growth 100 100 75 50 25 Sewer Annual Growth 400 400 350 300 250 141 06/27/2023 Item WS2. NEWGEN STRATEGIES AND SOLUTIONS, LLC WYLIE ANNUAL CASH CAPITAL NEEDS PROJECT HIGHLIGHTS Water Fiscal Year Project Description Cost 2023 2024 8” Water Line on Dogwood From Stone to Butler $ 1,300,000 2025 2026 Repaint Decker Court Elevated Storage Tank $ 1,200,000 2027 Wastewater 9 Fiscal Year Project Description Cost 2023 2024 2025 2026 Treatment Plant Demolition (split FY)$ 1,000,000 2027 Treatment Plant Demolition (split FY)$ 2,000,000 Not Shown but Included is $500,000 for Annual Water Line Repair/Rehabilitation 142 06/27/2023 Item WS2. 2020 Rate Plan Sufficiency FY 2023 RATES WORK AS PLANNED FUTURE YEARS SHOULD BE REVIEWED AND POSSIBLY REVISED 143 06/27/2023 Item WS2. NEWGEN STRATEGIES AND SOLUTIONS, LLC COMBINED UTILITY PERFORMANCE UNDER RATE PLAN FY 2023-2025 AND PROJECTED FY 2026-2027 11 Fiscal Year 2023*2024*2025*2026**2027** Water Rate Increase (%)7.00%6.00%5.85%5.50%5.00% Wastewater Rate Increase (%)2.75%1.50%1.50%11.25 5.00% * 2020 Rate Plan ** Projected Future Rate Changes Needed 144 06/27/2023 Item WS2. NEWGEN STRATEGIES AND SOLUTIONS, LLC COMBINED UTILITY PERFORMANCE UNDER RATE PLAN FY 2023 AND REVISED PROJECTIONS FY 2024-2027 12 Fiscal Year 2023*2024**2025**2026**2027** Water Rate Increase (%)7.00%5.00%5.00%5.00%5.00% Wastewater Rate Increase (%)2.75%5.50%5.50%5.50%5.50% * 2020 Rate Plan ** Alternative, Smoothed Rate Changes Recommended 145 06/27/2023 Item WS2. 13NEWGEN STRATEGIES AND SOLUTIONS, LLC COMMUNITY RATE COMPARISONS •Comparisons between communities are very common, but may not tell the whole story •Each system is unique in geography, age of infrastructure, capital maintenance efforts, and typical usage patterns 146 06/27/2023 Item WS2. 1414 RESIDENTIAL COMPARISONS 5,000 Gallons * Assumes ¾” Meter and Sewer is billed for 5,000 Gallons 147 06/27/2023 Item WS2. 1515 RESIDENTIAL COMPARISONS 10,000 Gallons * Assumes ¾” Meter and Sewer is billed for 10,000 Gallons 148 06/27/2023 Item WS2. Thank you!MATTHEW GARRETT MANAGING PARTNER, WATER PRACTICE 972-675-7699 MGARRETT@NEWGENSTRATEGIES.NET 149 06/27/2023 Item WS2.