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07-22-2008 (City Council) Agenda Packet
Wylie City Council CITY.F WYLIE NOTICE OF MEETING Regular Meeting Agenda July 22, 2008 — 6:00 pm Wylie Municipal Complex— Council Chambers 2000 Highway 78 North Eric Hogue Mayor M. G. "Red" Byboth Mayor Pro Tem David Goss Place 1 Kathy Spillyards Place 3 Merrill Young Place 4 Rick White Place 5 Carter Porter Place 6 Mindy Manson City Manager Richard Abernathy City Attorney Carole Ehrlich City Secretary In accordance with Section 551.042 of the Texas Government Code, this agenda has been posted at the Wylie Municipal Complex, distributed to the appropriate news media, and posted on the City website: www.wylietexas.gov within the required time frame. As a courtesy, the entire Agenda Packet has also been posted on the City of Wylie website: www.wylietexas.gov. The Mayor and City Council request that all cell phones and pagers be turned off or set to vibrate. Members of the audience are requested to step outside the Council Chambers to respond to a page or to conduct a phone conversation. 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 972.442.8100 or TD 972.442.8170. CALL TO ORDER Announce the presence of a Quorum. INVOCATION & PLEDGE OF ALLEGIANCE CITIZENS COMMENTS ON NON-AGENDA ITEMS Residents may address Council regarding an item that is not listed on the Agenda. Residents must provide their name and address. Council requests that comments be limited to three (3) minutes. In addition, Council is not allowed to converse, deliberate or take action on any matter presented during citizen participation. July 22,2008 Wylie City Council Regular Meeting Agenda Page 2 of 5 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 Agenda and will be considered separately. A. Consider, and act upon, approval of the Minutes from the July 8, 2008 Regular Meeting of the City Council. (C. Ehrlich, City Secretary) B. Consider, and act upon, Ordinance No. 2008-33 adopting new sign regulations for the City of Wylie; repealing Ordinance No. 2003-14; providing for a penalty for the violation of this ordinance; providing for a repeal of all ordinances in conflict; providing for a severability clause; providing for an effective date; and providing for the publication of the caption hereof. (R. 011ie, Planning Director) C. Consider, and act upon, Ordinance No. 2008-34 amending Ordinance No. 2007-29 (2007-2008 Budget) and approving an appropriation of funds, in the amount of $53,122.35, for right-of-way acquisition for McCreary Road. (C. Holsted, City Engineer) D. Consider, and place on file, the City of Wylie Monthly Revenue and Expenditure Reports as of June 30, 2008. (L. Williamson, Finance Director) E. Consider, and place on file, the Monthly Revenue and Expense Report for the Wylie Economic Development Corporation as of June 30, 2008. (S. Satterwhite, Executive Director, WEDC) REGULAR AGENDA General Business 1. Consider, and act upon, authorizing the City Manager to execute a contract for audit services with Weaver and Tidwell L.L.P. for Fiscal Year 2007-2008. (L. Williamson, Finance Director) Executive Summary The audit involves the examination of the City's general-purpose financial statements in order to provide reasonable assurance that the City's financial condition is accurately stated. The audit also addresses the City's internal control structure and compliance with various policies, laws and regulations. The City is required to engage an outside auditor annually per the City's Charter. Rotation of outside auditors is considered good business practice and is recommended in the City's Financial Management Policies Manual. 2. Consider, and act upon, Ordinance No. 2008-35 authorizing the issuance of"City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2008"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the operation of the City's Waterworks and Sewer System; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and execution of a Paying Agent/Registrar July 22,2008 Wylie City Council Regular Meeting Agenda Page 3 of 5 Agreement and the approval and distribution of an Official Statement; and providing an effective date. (L. Williamson, Finance Director) Executive Summary The city has solicited completive bids for $15,000,000 "City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2008". Bids will be opened on July 22, 2008 at 11:00 am. The winning bidder will be selected based on the lowest true interest cost to the City and the winning bidder will be recommended to Council. The proceeds of these Certificates will be used to complete funding on the City's new Library,City Hall,and Recreation Center. 3. Consider, and act upon, Ordinance No. 2008-36 authorizing the issuance of"City of Wylie, Texas, General Obligation Bonds, Series 2008"; 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. (L. Williamson, Finance Director) Executive Summary The city has solicited completive bids for $38,625,000 City of Wylie, Texas General Obligation Bonds, Series 2008. Bids will be opened on July 22, 2008 at 11:00 am. The winning bidder will be selected based on the lowest true interest cost to the City and the winning bidder will be recommended to Council. The proceeds of this bond sale will be used to fund construction of Projects approved by the voters on November 8,2005. PRESENTATION • CIP Bond Program — Public Art Plan. (C. Ehrlich, City Secretary/PAAB Board Liaison) 4. Consider, and act upon, approving the one (1%) percent for art funding for the Fire Station #3 Project, the New Wylie Municipal Complex Projects, the Community Park Project, and the Founder's Park Project. (C. Ehrlich, City Secretary/PAAB Board Liaison) Executive Summary Ordinance No. 2006-37 established the Public Art Program and created the Public Arts Advisory Board. The duties of the Public Art Advisory Board are among other things,to oversee the public arts program and act in an advisory capacity to the City Council. The Public Arts Advisory Board shall annually report the proposals for the one (1) percent of eligible CIP funding for public art; which may be derived from the City's Capital Projects fund, the enterprise fund and /or grants but excluding appropriations for underground infrastructure improvement. 5. Consider, and act upon, Resolution No. 2008-26(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the construction of McMillen Road from East of McCreary Road to FM 1378. (C. Holsted, City Engineer) Executive Summary The voters of Collin County approved the 2007 Collin County Bond Program in November 2007 which included five street projects in the City of Wylie. A project schedule was approved on February 12, 2008 July 22,2008 Wylie City Council Regular Meeting Agenda Page 4 of 5 which identified the funds needed for each project over the next five years. The County is selling bonds yearly based on the project needs submitted by each city. The improvement to McMillen Road include approximately 6,000 linear feet of 4-lane divided concrete roadway with underground storm sewer. The project also includes a bridge structure over Muddy Creek. 6. Consider, and act upon, Resolution No. 2008-27(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the construction of Stone Road from Akin Lane to County Line Road. (C. Holsted, City Engineer) Executive Summary The voters of Collin County approved the 2007 Collin County Bond Program in November 2007 which included five street projects in the City of Wylie. A project schedule was approved on February 12, 2008 which identified the funds needed for each project over the next five years. The County is selling bonds yearly based on the project needs submitted by each city. The improvements to Stone Road include approximately 10,000 linear feet of 4-lane divided concrete roadway with underground storm sewer. 7. Consider, and act upon, authorizing the WEDC to purchase a 0.406 acre tract on Cooper Drive, in the amount of$57,477.42, from the Kansas City Southern Railway Company. (S. Satterwhite, Executive Director WEDC) Executive Summary A contract between the WEDC and the Kansas City Southern (KCS) Railway Company was executed and receipted by Commonwealth Land Title on June 30, 2008. The contract formalizes the WEDC's intent to purchase a 0.406 acre tract owned by the KCS located on Cooper Drive. The tract was originally purchased by the KCS on 2-24-99 in connection with a new rail line being developed to intersect F.M. 544 and reconnect with the main line to Zach Junction in Garland. 8. Consider, and act upon, Resolution No. 2008-28(R) authorizing the City Manager to execute a Standing Steering Committee Participation Agreement and designate a representative of the City to serve on the Steering Committee of cities served by Oncor Electric Delivery Company. (M. Manson, City Manager) Executive Summary The Steering Committee is the largest coalition of cities served by Oncor Electric Delivery Company. There are more than 100 member cities, representing 80+percent of the total load served by Oncor. The Steering Committee is the most active consumer group advocating the interests of cities and residential and small commercial customers within cities to keep wires rates reasonable. Most cities have original jurisdiction over the electric transmission and distribution rates Oncor charges all customers within city limits. Because Oncor has no competitors, regulation of the rates that it charges its customers is the only way that cities can ensure that transmission and distribution rates, which make up about twenty percent of the total electric bill, are fair. Working as a coalition to review the rates charged by Oncor allows cities to accomplish more collectively than each city could do acting alone. Steering Committee membership is open to all cities,regardless of whether original jurisdiction has been retained. 9. Consider, and act upon, Resolution No. 2008-29(R) of the City of Wylie suspending the August 8, 2008 Effective Date Of Oncor Electric Delivery Company Requested Rate Change to permit the City time to study the request and to establish reasonable rates; Approving cooperation with Oncor Cities Steering Committee to hire Legal and Consulting Services and to negotiate with the company and direct any necessary litigation and appeals; Finding that the meeting at which this Resolution is passed is open to the public as required by law; Requiring notice of this Resolution to the Company and Legal Counsel for the Steering Committee. (M. Manson, City Manager) July 22,2008 Wylie City Council Regular Meeting Agenda Page 5 of 5 Executive Summary Oncor Electric Delivery Company ("Oncor" or "the Company") filed an application on or about June 27, 2008 with cities retaining original jurisdiction seeking to increase system-wide transmission and distribution rates by$275 million. (Until last year,Oncor was known as TXU Electric Delivery Company.) The Company asks the City to approve an 17.6% increase in residential rates, a 9.1% increases in commercial rates, and a 5.8% increase in street lighting rates. According to Oncor, annual rates would increase by approximately$60 for an average residential customer. READING OF ORDINANCES Title and caption approved by Council as required by Wylie City Charter, Article III, Section 13-D. WORK SESSION • Discussion related to the potential relocation of Water Deliver Point#1. (C. Hoisted, City Engineer) RECONVENE INTO REGULAR SESSION Take any action as a result from Work Session. ADJOURNMENT CERTIFICATION 1 certify that this Notice of Meeting was posted on this I8t day of July 2008 at 5:00 p.m. as required by law in accordance with Section 551.042 of the Texas Government Code and that the appropriate news media was contacted. As a courtesy, this agenda is also posted on the City of Wylie website: www.wylietexas.gov. Carole Ehrlich,City Secretary Date Notice Removed Wylie City Council CITY OF WYLIE Minutes Wylie City Council Tuesday, July 8, 2008 - 6:00 pm Wylie Municipal Complex- Council Chambers 2000 Highway 78 North CALL TO ORDER Announce the presence of a Quorum. Mayor Pro Tern Red Byboth called the meeting to order at 6:02 p.m. He reported that all council members were in attendance with the exception of Mayor Eric Hogue who was on vacation with his family. Council Members present were: Councilwoman Kathy Spillyards, Councilman David Goss, Councilman Rick White, Councilman Carter Porter, and Councilman Merrill Young. Mayor Eric Hogue was absent. Staff present were: City Manager, Mindy Manson; Assistant City Manager, Jeff Butters; Finance Director, Larry Williamson; Police Chief, John Duscio; Fire Chief, Randy Corbin; Planning Director, Renae' 011ie; City Engineer, Chris Hoisted; Library Director, Rachel Orozco; Public Information Officer, Craig Kelly; City Secretary, Carole Ehrlich, and various support staff. INVOCATION & PLEDGE OF ALLEGIANCE Councilman Merrill Young gave the invocation. Girl Scout Troop 2409 led the Pledge of Allegiance. Girl Scouts in attendance were: Victoria Dockery, Gwen Murphy, and Brownie Scout Brooke Murphy. Scout Leader Amy Murphy was also in attendance. PRESENTATION • Presentation to Outgoing 2007-2008 Boards and Commission Members. (E. Hogue, Mayor) Mayor Pro Tem Byboth and Councilman Young presented outgoing Boards and Commission members with certificates of appreciation for their time and service to the City of Wylie Boards and Commissions. Those outgoing members included: Jim Griffin, Library Board; Diane Culver, Animal Advisory Board; Scott Ames, Planning and Zoning Board; Kathy Welp, Public Arts Advisory Board, and Lane LeBaron, Zoning Board of Adjustments. Minutes—July 8„ 2008 Wylie City Council Page 1 ADMINISTRATION OF OATH OF OFFICE FOR NEWLY APPOINTED AND REAPPOINTED BOARD AND COMMISSION MEMBERS • Administered by Judge Terry Douglas. Judge Terry Douglas administered the Oath of Office to newly appointed or re-appointed 2008- 2009 City of Wylie Boards and Commission members present. CITIZENS COMMENTS ON NON-AGENDA ITEMS Residents may address Council regarding an item that is not listed on the Agenda. Residents must provide their name and address. Council requests that comments be limited to three (3) minutes. In addition, Council is not allowed to converse, deliberate or take action on any matter presented during citizen participation. No one was present to address Council during Citizens' Comments. 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 Agenda and will be considered separately. A. Consider, and act upon, approval of the Minutes from the June 24, 2008 Regular Meeting and the July 1, 2008 Special Called Meeting of the City Council. (C. Ehrlich, City Secretary) B. Consider, and place on file, the Monthly Revenue and Expense Report for the Wylie Economic Development Corporation as of May 31, 2008. (S. Satterwhite, Executive Director, WEDC) C. Consider, and act upon, a Replat for American National Bank Addition #2, Block A, Lot 1. Subject property being generally located on the northwest corner of FM 544 and Westgate. (R. 011ie, Planning Director) Council Discussion Councilwoman Spillyards stated that in her comments presented at the last Council meeting by Mayor Hogue, under the solid waste work session, page 5, paragraph 1, the sentence should read "using any reimbursement revenue from recycling to "landscape" the medians, rather than "maintain"the medians. Council Action A motion was made by Councilman Porter, seconded by Councilman Young to approve the Consent Agenda with the one correction to the minutes. A vote was taken and passed 6-0 with Mayor Hogue absent. Minutes—July 8„ 2008 Wylie City Council Page 2 REGULAR AGENDA Mayor Pro Tern Bvboth convened into Executive Session at 6:12 p.m. He announced that both Executive Sessions would be conducted at this time. EXECUTIVE SESSION Recess into Closed Session in compliance with Section 551.001, et.seq. Texas Government Code, to wit: §§551.071 Meeting with City Attorney regarding a matter(s) in which the duty of the City Attorney under the Texas Disciplinary rules of Professional Conduct of the State Bar of Texas conflicts with the Open Meetings Act regarding: • Issues relating to the adoption of new sign regulations. (M. Manson, City Manager) §§551.072 To deliberate the purchase, exchange, lease or value of real property generally located at: • Purchase of Right-Of-Way for property generally located at McCreary Road and F.M. 544 Mayor Pro Tern Bvboth reconvened into Regular Session at 6:57 p.m. RECONVENE INTO OPEN SESSION Take any action as a result from Executive Session. §§551.072 To deliberate the purchase, exchange, lease or value of real property generally located at: • Purchase of Right-Of-Way for property generally located at McCreary Road and F.M. 544 Council Action A motion was made by Councilman Goss, seconded by Councilwoman Spillyards to authorize the City Manager to execute the memorandum of agreement and to purchase the Pickard property. A vote was taken and passed 6-0 with Mayor Hogue absent. REGULAR AGENDA Public Hearing Tabled item from June 10,2008 1. (MOTION TO REMOVE FROM TABLE)Hold a Public Hearing, consider, and act upon, adopting new sign regulations, repealing Ordinance No. 2003-14 and repealing all conflicting ordinances. ZC2008-07 (R. 011ie, Planning Director) Minutes—July 8„ 2008 Wylie City Council Page 3 Council Action A motion was made by Councilman Porter, seconded by Councilman Goss to remove Item #1 from the table and consider. A vote was taken and passed 6-0 with Mayor Hogue absent. Staff Comments Planning Director 011ie addressed Council stating that in an effort to create a consistent and concise sign ordinance, and ensure that proper and effective directions are portrayed to residents and visitors, and to prohibit the uncontrolled proliferation of signs Staff is recommending amendments to the current sign ordinance. These revisions will protect the safety and efficiency of the City's transportation network by reducing the confusion or distraction to motorists and enhancing the motorist's ability to see pedestrians, obstacles, other vehicles, and traffic signs. Adopting the proposed revisions to the Sign Ordinance would provide a tool to eliminate clutter of bandit type signs in the public rights-of-way and have a more uniform design throughout the city. She reported that in 2002, at the direction of Council, the sign regulations were removed from the zoning ordinance and administered through the Building Inspections Department. Modifications were again adopted in 2003 to eliminate the use of pole signs throughout the city. The current ordinance prohibits signs within the public right-of-way unless a permit was received for the sign prior to July 1, 2001. The ordinance further states that any permit issued under the current ordinance shall expire on December 31, of the year it was issued, except that all permits issued after December 31, 2003 shall expire on July 1, 2004, and shall not be renewed. She reiterated that the current ordinance disallows all bandit signs in right-of-ways. She explained that the kiosk program would consist of signs that contain individual panels and an identification panel at the top of each kiosk sign that displays only the name and official logo of the city. At least one sign panel on each kiosk sign must provide directions to public facilities, information centers, and/or provide information about an upcoming city-sponsored event. In addition, kiosk signs shall include panels that are used to provide direction to subdivisions as a means for builders to advertise and maintain a 24/7 coverage. She reported that the program would generate a revenue stream for the City in that builders lease space from a qualified person or company (The Concessionaire) approved by Council through the execution of a concession contract. The concession contract would grant the company the right to design, erect, and maintain directional kiosk signs within the city. The Concessionaire shall provide, at no cost to the city, municipal directional kiosk sign panels, which will comprise up to 10% of all sign panels permitted, for uses of public purpose directional signage to municipal sites, and or events as designated by the city. All kiosk signs, individual panels, and locations must be approved by Council prior to installation. All unauthorized, illegally placed, and non-permitted signs placed in city rights-of-way may be removed by the city upon discovery and destroyed immediately. Public Hearing Mayor Pro Tem Bvboth opened the public hearing at 6:59 p.m. asking anyone present wishing to address Council on this item to come forward and keep their comments to three minutes. Don Herzog representing Herzog Corporation, 800 East Campbell, Richardson, TX. addressed Council stating that he was speaking in favor of the new kiosk signs. He explained that his developments had several of the major builders constructing homes and they were all in favor of the kiosk signs. He reported that the signs made it easy to find and view prospective homes. He suggested that the City allow kiosk signs on private property adjacent to public right-of-way. Planning Director 011ie stated that the ordinance did allow kiosk signs on private property if the signage was approved by the property owner. Minutes—July 8„ 2008 Wylie City Council Page 4 With no one else wishing to address Council, Mayor Pro Tem Byboth closed the public hearing on Zoning Case 2008-07 at 7:04 p.m. Council Action A motion was made by Councilman Young, seconded by Councilman Porter to approve Zoning Case 2008-07 adopting new sign regulations, repealing Ordinance No. 2003-14 and repealing all conflicting ordinances. A vote was taken and passed 6-0 with Mayor Hogue absent. General Business 2. Consider, and act upon, Ordinance No. 2008-32 amending Ordinance No. 2007-29 (2007-2008 Budget) and approving an appropriation of funds, in the amount of $186,000, to pre-purchase metal shingles from Millennium Tiles for the new Library, City Hall, and Recreation Center projects; authorizing the City Manager to execute a Warehousing Agreement with Millennium Tiles to store the shingles for the City until they are needed on the Job Site. (L. Williamson, Finance Director) Staff Comments Finance Director Williamson addressed Council stating that the City of Wylie has received a proposal from Millennium Tiles that would allow the City to pre-purchase metal shingles that are needed on the new Library, City Hall, and Recreation Center projects at a substantial discount ($9.30/per tile vs. $12.60/per tile). In return, the City would be required to purchase the tiles up front. This represents a savings of$66,000. He explained that in reviewing the amount of tiles needed, it was found that the City needed more than originally thought. He reported that the original overstock was sold by the supplier to another customer; however, the supplier agreed to provide the needed stock at the originally discounted price and for the higher quantity needed. He reported that the supplier also agreed to store the stock for the City at no charge. Council Discussion Shane Colley presented samples of two different color variations for Council review. He reported that due to the need to produce the new material at the sale price, Council had a choice as to the color they desired. Councilman Young and Goss were in favor of the appropriation of funding but were not in favor of the material colors. Councilwoman Spillyards commented that the City had hired a firm with expertise in the materials they were recommending and suggested that the City stay with the recommendations as to color for the millennium tiles. Construction Manager Colley reported that the main item that needed approval tonight was the appropriation of funding to pre-purchase the tiles. He reported that the color could be considered as another agenda item in the future. He reiterated that the color presented was the recommended color by the architects from the beginning of the design process. Mayor Pro Tem Byboth commented that due to the posting of the item and the lack of posting for the consideration of color, it might be best to approve the appropriation only tonight and bring back the choices for color for another agenda item. Council Action A motion was made by Councilman Young, seconded by Councilman Porter to approve Ordinance No. 2008-32 amending Ordinance No. 2007-29 (2007-2008 Budget) and approving an appropriation of funds, in the amount of $186,000, to pre-purchase metal shingles from Millennium Tiles for the new Library, City Hall, and Recreation Center projects; authorizing the City Manager to execute a Warehousing Agreement with Millennium Tiles to store the shingles for the City until they are needed on the Job Site. A vote was taken and passed 6-0 with Mayor Hogue absent. Minutes—July 8„ 2008 Wylie City Council Page 5 3. Consider, and act upon, recommendations of appointment of a member to the NCTCOG Regional Transportation Council (RTC). (M. Manson, City Manager) Staff Comments City Manager Manson addressed Council stating that staff had received correspondence from the NCTCOG regarding the Regional Transportation Council (RTC) for the Dallas-Fort worth Metropolitan Area. The Council (RTC) is composed primarily of local elected officials, is the transportation policy body for the MPO. The RTC is responsible for direction and approval of the Regional Transportation Plan, the Transportation Improvement Program, the Congestion Management System, and the Unified Planning Work Program, and for satisfying and implementing federal and state laws and regulations pertaining to the regional transportation planning process. Membership on the RTC is either by direct membership or group representation. Currently John Murphy, Councilmember, City of Richardson has represented our member group (Cities of Richardson, Addison, Murphy, Sachse, and Wylie) since 1993. She reported that Mr. Murphy is agreeable to serving another term. Council Discussion Councilman Porter stated that as an executive board member of the North Central Texas Council of Governments, he currently serves with Mr. Murphy. He reported that Mr. Murphy was very knowledgeable in the area of regional transportation and had done a great job in representing the member cities in the past. He recommended the City of Wylie nominate Mr. Murphy to continue to serve on the RTC for the Dallas-Fort Worth Metropolitan Area. Council Action A motion was made by Councilman Porter, seconded by Councilman White to recommend the appointment of John Murphy (Councilman), City of Richardson, to serve as a member of the Regional Transportation Council (RTC) for the member cities of Richardson, Addison, Sachse, Murphy, and Wylie. A vote was taken and passed 6-0 with Mayor Hogue absent. 4. Consider, and act upon, Resolution No. 2008-25(R) accepting membership in the Cities Aggregation Power Project (CAPP), approving the CAPP Bylaws and Articles of Incorporation and appointing the Purchasing Agent as the City's representative. (J. Butters, Assistant City Manager) Staff Comments Assistant City Manager Butters addressed Council stating that the Cities Aggregation Power Project, Inc. (CAPP) was created in 2001 as a non-profit political subdivision corporation in response to the deregulation of the Texas electric market. CAPP is a cooperative buying group that pools the electric power requirements of member cities in order to negotiate lower, more stable rates through bulk purchasing. Aggregation is the legal term used to describe this cooperative group purchasing of electricity. CAPP membership is open to any political subdivision and the group currently has over 100 members, including most of the municipalities in North Central Texas. Council Action A motion was made by Councilman Porter, seconded by Councilman Goss to approve Resolution No. 2008-25(R) accepting membership in the Cities Aggregation Power Project (CAPP), approving the CAPP Bylaws and Articles of Incorporation and appointing the Purchasing Agent as the City's representative. A vote was taken and passed 6-0 with Mayor Hogue absent. Minutes—July 8„ 2008 Wylie City Council Page 6 READING OF ORDINANCE Title and caption approved by Council as required by Wylie City Charter, Article III, Section 13-D. City Secretary Ehrlich read the caption to Ordinance No. 2008-32 into the official record. ADJOURNMENT With no further business before Council, Councilman Young made a motion to adjourn the meeting at 7:24 p.m. Consensus of Council was to adjourn. Eric Hogue, Mayor ATTEST: Carole Ehrlich, City Secretary Minutes—July 8„ 2008 Wylie City Council Page 7 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: B Department: Planning (City Secretary's Use Only) Prepared By: Renae 011ie Account Code: Date Prepared: 07/11/08 Budgeted Amount: Exhibits: Two Subject Consider, and act upon, Ordinance No. 2008-33, adopting new sign regulations, repealing Ordinance No. 2003- 14 and repealing all conflicting ordinances. Recommendation Motion to approve Ordinance No. 2008-33, adopting new sign regulations, repealing Ordinance No. 2003-14 and repealing all conflicting ordinances. Discussion To amend, supplement, or change the regulations provided in the Zoning Ordinance requires passage of an Ordinance making the appropriate amendments; and providing a penalty clause, a repeal clause, a savings clause, a severability clause, and an effective date. Adopting new sign regulations creates a consistent and concise sign ordinance, prohibits the uncontrolled proliferation of signs and protects the safety and efficiency of the City's transportation network by reducing the confusion or distraction to motorists. Zoning Ordinance 2003-14 Sign Regulations, of the City, is amended herein by the granting of this Ordinance. Approved By Initial Date Department Director RO 07/11/08 City Manager / //SIX Page 1 of 1 ORDINANCE NO. 2008-33 AN ORDINANCE OF THE CITY OF WYLIE, TEXAS, ADOPTING SIGN REGULATIONS FOR THE CITY OF WYLIE; REPEALING WYLIE ORDINANCE 2003-14 SIGN REGULATIONS; ALLOWING AND REGULATING KIOSK SIGNS; DELETING SECTIONS TITLED, "TEMPORARY DIRECTIONAL SIGNS" AND "SIGNS PROHIBITED IN THE CITY RIGHT OF WAY"; MAKING SEMANTIC CHANGES; AMENDING REGULATIONS ON REMOVAL OF ILLEGALLY ERECTED SIGNS AND SIGNS PROHIBITED ON OR OVER PUBLIC RIGHT-OF-WAY; PROVIDING FOR A PENALTY FOR THE VIOLATION OF THIS ORDINANCE; PROVIDING FOR REPEALING, SAVINGS AND SEVERABILITY CLAUSES; PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE; AND PROVIDING FOR THE PUBLICATION OF THE CAPTION HEREOF. WHEREAS, the City Council has investigated and determined that the City of Wylie should adopt new Sign Regulations; and WHEREAS, the City Council has investigated and determined that the number and variety of temporary signs placed in city right-of-way creates a traffic hazard and visual clutter; and WHEREAS, the City Council has investigated and determined that it would be advantageous, beneficial, and in the best interest of the citizen's of Wylie to require greater uniformity, less auspicious designs, and fewer number of signs within the right-of-way to eliminate and ameliorate the traffic hazards and visual clutter caused by those signs; and WHEREAS, the City Council has investigated and determined that kiosk signs, with a uniform design, may eliminate some of the traffic hazards and visual clutter caused by the posting of temporary signs in the city right-of-way; and WHEREAS, the City Council of the City of Wylie, Texas ("City Council") has investigated and determined that Ordinance No. 2003-14, Sign Regulations, of the City of Wylie, Texas ("Wylie"), should be repealed and this ordinance adopted to regulate the location, design and manufacturing of kiosk signs in the public right-of-way; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial, and in the best interest of the citizens of Wylie to avoid obstructions to police and citizen views as a means of crime prevention; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial, and in the best interest of the citizens of Wylie to avoid obstructions to emergency services; and Ordinance No.2008-33 City of Wylie Kiosk Sign Regulations Page 1 522801.v1 WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial, and in the best interest of the citizens of Wylie to create a neat and orderly appearance throughout Wylie; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial, and in the best interest of the citizens of Wylie to promote and aide in economic development and the tax base by allowing kiosk signs which supports residential development, which, in turn, provides a customer base for commercial areas; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial and in the best interest of the citizens of Wylie to create a means of safely identifying residential subdivisions, municipal facilities, and city-sponsored events without creating aesthetic offenses and harm; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial and in the best interest of the citizens of Wylie to support the general economic development of Wylie; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial and in the best interest of the citizens of Wylie to promote the City, aide in economic development, promote citizenry and good will, and promote awareness of happenings in the City by allowing the City to use its own property, such as right-of-way, to convey its own messages; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial and in the best interest of the citizens of Wylie to support the general welfare of the citizens and to maintain the small-town atmosphere during a time of growth by providing for a means to communicate information related to the residential community, civic activities and government; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial and in the best interest of the citizens of Wylie to create appropriate and orderly commercial and residential atmospheres; and WHEREAS, the City Council has investigated and determined that it will be advantageous, beneficial and in the best interest of the citizens of Wylie to enhance property values and psychological well-being for individuals and families; and WHEREAS, the City Council has investigated and determined that, unless expressly stated herein, this Ordinance does not change the character of any non-public forum to a limited public forum or a designated/open public forum and it does not change the character of any limited public forum to a designated/open public forum; and WHEREAS, the City Council has complied with all notices and public hearings as required by law; and Ordinance No.2008-33 City of Wylie Kiosk Sign Regulations Page 2 522801.v1 WHEREAS, the City Council finds that it will be advantageous, beneficial and in the best interest of the citizens of Wylie to repeal Wylie's Sign Ordinance No. 2003-14. 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: Ordinance No. 2003-14 Repealed. Wylie Ordinance No. 2003-14 is repealed in its entirety and replaced by this Ordinance. The effective date of the repeal discussed in this Section shall not occur until the effective date of this Ordinance at which time Ordinance No 2003-14 shall be repealed. Such repeal shall not abate any pending prosecution and/or lawsuit or prevent any prosecution and/or lawsuit from being commenced for any violation of Ordinance No. 2003-14, occurring before the effective date of this Ordinance. SECTION 3: Amendment to Wylie's Sign Regulations. The Sign Regulations in Wylie's Code of Ordinances are replaced by the provisions set forth in Exhibit A, which is attached to and made a part of this ordinance. SECTION 4: Savings/Repealing Clause: All provisions of any ordinance in conflict with this Ordinance are hereby repealed, 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 shall remain in full force and effect. SECTION 5: 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. Wylie 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 6: Penalty Provision: Any person, firm, corporation or entity violating this Ordinance, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined a sum not exceeding Five Hundred and 00/100 Dollars ($500.00). Each continuing day's violation under this Ordinance shall constitute a separate offense. The penal provisions imposed under this Ordinance shall not preclude Wylie from filing suit to enjoin the violation. Wylie retains all legal rights and remedies available to it pursuant to local, state and federal law. SECTION 7: No Change in Forums Created: Wylie hereby declares that it would not have passed any section of this Ordinance that changes the character of any non-public forum to a limited public forum or a designated/open public forum or changes the character of any limited public forum to a designated/open public forum, and that any section found to do so by a Court of competent jurisdiction shall be severed and considered repealed effective on the date of the Court's order/ruling. Ordinance No.2008-33 City of Wylie Kiosk Sign Regulations Page 3 522801.v1 SECTION 8: Effective Date: This Ordinance shall become effective from and after its adoption and publication as required by law the City Charter and by law. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, on this 22nd day of July, 2008. Eric Hogue, Mayor ATTESTED TO AND CORRECTLY RECORDED BY: Carole Ehrlich, City Secretary Date of publication in The Wylie News—July 30, 2008 Ordinance No.2008-33 City of Wylie Kiosk Sign Regulations Page 4 522801.v1 SIGN REGULATIONS SECTION 1: INTENT 4 SECTION 2: DEFINITIONS 5 SECTION 3: ADMINISTRATION 11 A. Permits 11 B. Applications 11 C. Work Started Without a Permit 11 D. Permit Revocable 12 E. Nonconforming Existing Signs 12 F. Inspection 13 G. Removal of Obsolete Signs 13 H. Removal or Repair of Dilapidated or Deteriorated Signs 13 I. Removal of Illegally Erected Signs 13 J. Variances 13 SECTION 4: PROHIBITED SIGNS 15 A. Signs Imitating Traffic or Emergency Signs 15 B. Portable Signs 15 C. Signs Violating other Laws or Ordinances 15 D. Signs Attached to Trees or Utility Poles 15 E. Signs on Sidewalks, Curbs, Gutters or Streets 15 F. Moving, Flashing,Revolving or Color Changing Signs 15 G. Pole Signs 15 H. Off-Premise Signs 15 I. Signs Attached to or Painted on a Fence,Wall or Railing 15 J. Signs Causing a Nuisance or Hazard Because of Illumination 16 K. Signs Advertising the Sale of a Vehicle 16 L. Signs Attached to a Vehicle 16 SECTION 5: EXEMPT SIGNS ...17 A. Nameplates 17 B. Building Identification/Memorial 17 C. Traffic 17 D. Signs Inside a Building 17 E. Changeable Copy 17 510528-3 1 F. Movement Control Signs 17 G. Protective Signs 17 H. Government Signs 18 I. Holiday Lights and Decorations 18 J. Political Signs 18 K. Special Event or Public Announcement Signs 18 L. Garage Sale Signs 19 M. Home Improvement Signs 19 N. Temporary Religious Signs 19 O. Yard Signs 20 P. Zoning Signs 20 Q. Signs Held by Pedestrians 20 SECTION 6: GENERAL SIGN REGULATIONS 21 A. FLAGS 21 B. Obscenity 21 C. Obsolete Signs 21 D. Maintenance of Signs 21 E. Wind Pressure and Dead Load Requirements 22 F. Obstructing Doors, Windows,or Fire Escapes 22 G. Placement of Advertising Matter 22 H. Signs Prohibited On or Over Public Property 22 I. Illumination of Signs 22 J. Searchlights 23 SECTION 7: ATTACHED SIGN REGULATIONS ..24 A. Wall Signs 24 B. Secondary Attached Signs 24 C. Illumination of Attached Signs 24 D. Window Signs 25 E. Awning Signs 25 F. Projecting Signs 25 G. Canopy Sign 25 SECTION 8: MONUMENT SIGN REGULATIONS 27 A. Properties with Multiple Tenants 27 510528-3 2 B. Properties with Single Tenants 27 C. Gasoline Pricing Signs 28 D. Material Regulations 28 E. Illumination 28 SECTION 9: OTHER TYPES OF SIGNS 29 A. Menu Board Signs 29 B. Subdivision Entry Signs 29 C. Directory Signs 29 D. Institutional Signs 29 E. Kiosk Signs ...30 SECTION 10: REGULATIONS FOR TEMPORARY SIGNS 33 A. Development Signs 33 B. Real Estate Sign 33 C. Promotional Signage 34 510528-3 3 SECTION 1: INTENT A. Signs are an important component of the urban built environment, providing important information, and directions to community residents and visitors. However: 1. The uncontrolled proliferation of signs is hazardous to users of streets and highways within the City of Wylie and will adversely affect the safety and efficiency of the City's transportation network; and 2. Unless the location, number, setback, lighting, and size of signs are regulated, the scattering of the signs throughout the City would be detrimental to the preservation of scenic resources and so to the economic base of the City; and 3. The proliferation of signs in the City has an adverse affect on adjacent property values; and 4. The orderly and uniform regulation of signs is a substantial factor in guiding the attractive and aesthetic development of properties in accordance with the comprehensive plan and thereby avoiding detrimental impacts of signs on the appearance of the City. B. Therefore it is the intent of these regulations: 1. To protect the safety and efficiency of the City's transportation network by reducing the confusion or distraction to motorists and enhancing the motorist's ability to see pedestrians, obstacles, other vehicles, and traffic signs; 2. To preserve, protect, and enhance areas of historical, architectural, cultural, aesthetic, and economic value regardless of whether they are natural or manmade; 3. To protect the value of adjacent and nearby properties, in particular, residentially zoned properties from the impact of lighting, size, height, movement, and location of signs; 4. To enhance the image of the City which is conveyed to tourists and visitors by controlling the location, number, and size of signs; 5. To integrate sign regulations more effectively with other regulations by establishing regulations for setbacks, height, and spacing to allow for lighting, ventilation, and preservation of views in a manner consistent with land uses in the various zoning districts; and 6. To preserve and enhance the appearance of the City and the public interest in aesthetics, and to control and reduce visual clutter and blight. 510528-3 4 SECTION 2: DEFINITIONS Alter means to change the size, shape or outline, or type of sign or to change the electrical lighting, except for the replacement of lamps not brighter than the original or the replacement of a surface panel. Attach means to stick, tack, nail or otherwise affix a sign to any object; to paint, stencil, write, or otherwise mark on an object. Awning means an architectural projection that provides weather protection, identity and decoration, and is supported by the building to which it is attached. It is composed of a lightweight rigid or retractable skeleton structure over which a thin cover is attached which may be of fabric or other materials, and may be illuminated. Banner means a sign composed of cloth, plastic, paper, canvas or other light fabric. Building means a structure which has a roof supported by columns, wall or air for the shelter, support, or enclosure of persons, animal or chattel. Building Official means the building official for the City of Wylie or his/her designee. Canopy means a roof-like structure which shelters a use such as, but not restricted to, a gasoline pump island, and is supported by either one or more columns or by the building to which it is accessory to and is open on two or more sides. Dilapidated or deteriorated condition means any sign: a. Where elements of the surface or background can be seen as viewed from the normal viewing distance (intended viewing distance), to have portions of the finished material or paint flaked, broken off, or missing, or otherwise not in harmony with the rest of the surface; or b. Where the structural support or frame or sign panels are visibly bent, broken, dented, or torn as to constitute an unsightly, hazardous or harmful condition; or c. Where the sign, or its elements, are twisted or leaning or at angles other than those at which it was originally erected (such as may result from being blown or the failure of a structural support); or d. Where the message or wording can no longer be clearly read by a person under normal viewing conditions; or e. Where the sign or its elements are not in compliance with the regulations of the National Electrical Code and/or the Uniform Building Code currently adopted by the City. Erect means to build, construct, attach, hang, place, suspend or affix, and shall also include the painting of signs on the exterior surface of a building or structure. Facing or surface means the surface of the sign upon, against or through which the message is displayed or illustrated on the sign. 510528-3 5 Flag means a piece of cloth, canvas, or other light fabric, usually rectangular in shape, containing a distinctive design or message which is used as a symbol or to signal or attract attention. Illuminated sign means any sign which has characters, letters, figures, or designs illuminated by electric lights, luminous tubes or other means that are specifically placed to draw attention to, or to provide night time viewing of, the subject matter on the sign face. Incidental means information on a sign that is incidental to the operation of the business such as but not limited to hours of operation, accepted credit cards and parking information. Incombustible material means any material which will not ignite at or below a temperature of 1,200 degrees Fahrenheit, and will not continue to burn or glow at that temperature. Logo means any design or insignia of a company or product which is commonly used in advertising to identify that company or product. Pennant means any lightweight plastic, fabric, or other material, whether or not containing a message of any kind, suspended from a rope, wire or string, usually in a series, designed to move in the wind. Premises means a lot or unplatted tract, or a combination of contiguous lots and/or unplatted tracts of land where the lot, tract, or combination of lots and/or tracts is under single ownership and is reflected in the plat record of the City. Public Right-of-Way means a dedicated road or street including the easement for that road or street. Roof means any exterior surface of a structure that has a slope of less than 60 degrees and shall also include the top most portion of any structure. Searchlight means an apparatus capable of projecting a beam or beams of light in excess of 1 million peak candlepower. Sight Visibility Triangle means where one street intersects with another, the triangular area formed by extending two (2) curb lines a distance of forty-five (45) feet from their point of intersection, and connecting these points with an imaginary line, thereby making a triangle. If there are no curbs existing, the triangular area shall be formed by extending the property lines a distance of thirty (30) feet from their point of intersection and connecting these points with an imaginary line thereby making a triangle. Where a street intersects with an alley or driveway, the "sight visibility triangle" is the triangular area formed by measuring eight (8) feet to a point along the property lines and adjoining said points to form the hypotenuse of the triangle. Sign means any device, flag, banner, light, figure, picture, letter word, message, symbol, plaque, or poster visible from outside the lot on which it is located and designed to inform or attract the attention of persons not on that lot. 510528-3 6 Sign area means the actual area of a face of the sign, unless the sign is not of a regular (square, rectangle, triangle, and circle) shape. In the case of an irregularly-shaped sign, the entire area within a single continuous perimeter forming the most applicable single regular shape enclosing the extreme limits of each sign shall be the "gross surface area." In the event two or more signs share a single structure, each sign or panel may be considered separately for square footage purposes, except that the combined footage of such signs cannot exceed the total square footage allowed for the sign. Sign, Attached means any sign attached to, applied on, or supported by, any part of a building (such as a wall, roof, window, canopy, awning, arcade, or marquee) which encloses or covers usable space. Neon tubing attached directly to a wall surface shall be considered a "wall sign" when forming a border for the subject matter, or when directing attention to the subject matter or when forming letters, logos, or pictorial designs. Sign, Awning means a sign attached to an Awning. Sign, Canopy means a sign attached to a Canopy. Sign, Changeable Message means a sign whose face is designed and constructed in a manner capable of changing messages through a system of removable characters or panels attached to the face of the sign or changed by electronic means. Sign, Development means a temporary on-site sign providing identification or information pertaining to a residential or commercial development and may include the builder, property owner, architect, contractor, engineer, landscape architect, decorator, or mortgagee, within that development, but shall not include a subdivision marketing sign. Sign, Directional means any on-site sign to direct the public to entrances, exits and services located on the property on which the sign is located. Sign, Directory means any sign listing occupants within shopping centers, industrial sites, retail districts, office districts and commercial sites. Directory sign also means a permanent on-site sign identifying the buildings in the development or providing information on their location. Sign, Garage sale means any on-site Promotional Sign for the sale of personal household goods in a residential zoning district or on the property of a nonprofit organization. Sign, Home Improvement means any on-site sign that displays the name of a roofing, fence, pool painting, landscape or other home improvement contractor. Sign, Inflatable means any hollow sign expanded or enlarged by the use of air or gas. Sign, Institutional means a permanent on-site sign used to identify governmental and municipal agencies, public schools, churches, or similar public institutions, and used to communicate messages of public importance to the general public. Sign, Kiosk means a ladder-style sign with multiple panels that is installed within the public right-of-way, complies with Section 9(E), and either provides direction to Wylie residential subdivisions and/or municipal facilities or provides the public with information about upcoming 510528-3 7 city-sponsored events. To aid in the identification and location of residential subdivisions, a Kiosk Sign may include the name of a developer or homebuilder when providing directions to that developer's or homebuilder's residential subdivision. Sign, Menu Board means an on-site sign that displays a menu and pricing for food services and may include an audible speaker and microphone integral to the sign. Sign, Model Home means any sign identifying a new home, either furnished or unfurnished, as being a builder's or contractor's model open to the public for inspection. Sign, Movement Control means a sign providing direction or traffic flow information for persons or vehicles located the same premises as the sign. Movement Control Signs shall not advertise or otherwise draw attention to the premises, an individual, business, commodity, service, activity or product. Sign, Municipally-Owned means any sign that identifies a park, entrance to the City, place of interest within the City, any City sponsored event or any municipally-owned facility and is erected by or at the direction of a City official. A municipally-owned sign does not include traffic or street identification signs. Sign, Monument means any detached sign made from masonry, concrete materials, wood or plastic provided that a masonry or metal base is incorporated into the sign, with no separation between the base of the sign and grade. Sign,Nonconforming means a sign and its supporting structure which does not conform to all or part of the provisions of this Ordinance, and: 1. Was in existence and lawfully erected prior to the effective date of this Ordinance; 2. Was in existence and lawfully located and used in accordance with the provisions of the prior ordinance applicable thereto, or which was considered legally nonconforming there under, and has since been in continuous or regular use; or 3. Was in existence, located, and used on the premises at the time it was annexed into Wylie and has since been in regular and continuous use. Sign, Obsolete means any sign that no longer serves a bona fide use or purpose. Sign, Off-Premise means a sign displaying advertising copy that pertains to a business, person, organization, activity, event, place, service or product not principally located or primarily manufactured or sold on the lot on which the sign is located. Sign, Pole means any sign erected on a vertical framework consisting of one or more uprights supported by the ground and where there is a physical separation between the base of the sign and the ground. Sign, Political means a sign (1) relating to the election of a person to a public office, (2) relating to a political party, (3) relating to a matter to be voted upon at an election called by a public body, or (4) containing primarily a political message. 510528-3 8 Sign, Portable means a sign that is not securely connected to the ground in such a way that it cannot easily be moved from one location to another and is not a vehicular sign. Sign, Projecting means any sign which is attached to and supported by a building or wall and which projects outward from the building or wall, generally at a right angle. Sign, Promotional means any type of sign used for special promotions including, but not limited to, grand openings, anniversary celebrations, sales, and other such events. Promotional signs include, but are not limited to, banners, pennants, streamers, balloons, flags, bunting, inflatable signs and other similar signs. Sign, Protective means signs that identify or warn of any security devices located on the premises, including guard dogs. Sign, Reader board means any sign comprised of changeable letters that allows a change of sign copy by adding or removing letters. The sign copy shall conform to the category use of the sign allowed by this Ordinance. Sign, Real Estate means any on-site temporary sign pertaining to the sale or rental of property and advertising property only for the use for which it is legally zoned. Sign, Secondary means a sign that is mounted to or that projects from a canopy or secondary roof over an entry to a building, but that does not project above the highest point of the building. Sign, Subdivision means any permanent on-site sign identifying a subdivision located in a residential zoning district. Sign, Temporary Religious means a sign that advertises the name of and provides direction to a religious organization or group that is temporarily operating in a school or other facility. Sign, Window means any sign, banner, poster or display located on the internal or external surface of the window of any establishment for the purpose of advertising services, products or sales available within such establishment or which announces the opening of such establishment. Sign, Yard means any sign that publicizes the arrival of a newborn, a birthday, a personal special event or the participation of a family member in a school activity or sport. Yard signs shall also include signs that advertise the presence of a home security system. Sign Support means any pole, post, strut, cable or other structural fixture or framework necessary to hold and secure a sign, providing that said fixture or framework is not imprinted with any picture, symbol or word using characters in excess of one inch (1") in height, nor is internally or decoratively illuminated. Sign, Vehicular means any sign on a vehicle parked temporarily, incidental to its principal use for transportation. This definition shall not include signs being transported to a site for permanent erection. 510528-3 9 Sign, Zoning means any sign provided by the City of Wylie Planning and Zoning Department to publicize the request for zoning or rezoning of a property. Sign Setback means the horizontal distance between a sign and the front or side property line, as measured from that part of the sign, including its extremities and supports, nearest to any point on any imaginary vertical plane projecting vertically from the front or side property line. Wall means any exterior surface of a structure that has a slope of 60 degrees or more. Zoning District, Non-Residential means any zoning district designated by the Zoning Ordinance of the City of Wylie as NS, CR, BP, CC, I, PD, FP, DTH. Zoning District, Residential means any zoning district designated by the Zoning Ordinance of the City of Wylie as AG128, SF-1A/26, SF-30/24, SF-20/21, SF-10/19, SF-8.5/17, TH/15, MF, and MH. 510528-3 10 SECTION 3: ADMINISTRATION The provisions of this Ordinance shall be administered by the Building Official. A. Permits 1. No sign shall be erected, constructed, relocated, altered, repaired or maintained except as provided in this Ordinance until a permit for such has been issued by the City of Wylie and the fee paid, except as otherwise provided in this Ordinance. Permit fees are contained in Appendix A of the Code of Ordinances. 2. A permit for a sign shall expire if the work is not commenced within ninety (90) days from the date of issuance of such permit. 3. Electrical permit: Where signs contain electrical wiring and connections, an electrical permit must also be obtained in addition to the permit for the sign. No sign shall be erected in violation of the City's electrical code or regulations. 4. Not to Issue to Persons Previously Failing to Pay Fees: The City shall not issue a permit under the provisions of this Ordinance to any person, business, entity, organization or activity who has previously failed or refused to pay any fees or costs assessed against him under the provisions of this Ordinance. 5. Easements: No sign shall be located in any easement other than a landscape easement. B. Applications All applications for permits shall include each of the following: 1. A completed permit application. 2. A drawing of the proposed sign and all existing signs maintained on the lot and visible from the right-of-way. 3. A drawing of the lot plan or building facade indicating the proposed location of the sign, and specifications. C. Work Started Without a Permit No sign requiring a permit may be erected or installed without first having a permit. If any work for which a permit is required by this Ordinance has been commenced without first obtaining a permit the following shall apply: 1. Investigation. A special investigation to determine compliance shall be made before a permit may be issued for the work. 510528-3 11 2. Investigation Fee. In addition to the permit fee, an investigation fee shall be collected whether or not a permit is then or subsequently issued. The investigation fee shall be equal to the amount of the permit fee required by this City. The payment of the investigation fee shall not exempt any person from compliance will all other provisions of this Ordinance nor from any other penalty prescribed by law. D. Permit Revocable 1. The City may suspend or revoke any permit issued under the provisions of this Ordinance whenever it shall be determined that the permit is issued: a. in error; or b. on the basis of incorrect or false information supplied; or c. in violation of any of the provisions of this Ordinance; or d. in violation any other Ordinance of this City or laws of this State or the Federal government. 2. The suspension or revocation shall be effective when communicated in writing to the person to whom the permit is issued, the sign owner, or to the property owner upon whose property the sign is located. 3. Any signs installed or existing under a revoked permit shall be removed by the permit holder, sign owner, or property owner within ten (10) days of written notice of the revocation. E. Nonconforming Existing Signs 1. All nonconforming signs shall be registered with Wylie's Building Inspections Department. Should a nonconforming sign not be registered within twelve (12) months of the date of the passage of this Ordinance, the nonconforming status of the sign shall be terminated and the sign deemed prohibited and subject to removal in accordance with this Ordinance. 2. Any nonconforming sign and/or its supporting structure, which is destroyed, damaged, dilapidated or deteriorated, shall not be replaced, repaired or renovated, in whole or in part, if such replacement, repair or renovation would require an expenditure of monies in excess of sixty percent (60%) of the cost of a new sign, including its supporting structure, which is substantially the same or similar to the nonconforming sign destroyed, damaged, dilapidated or deteriorated. Permits granted prior to the passage of this Ordinance shall be renewed only if the applicant complies with all provisions of this Ordinance. 3. No sign or supporting structure that is lawfully repaired reproduced, repaired, or renovated as a nonconforming sign shall be increased in area or height. 4. Notwithstanding any other provision of this Ordinance, any sign which is a legally existing nonconforming sign hereunder may be relocated on the same lot or tract of land, if the sign is required to be removed from its present location because the property upon which the sign is located is acquired by 510528-3 12 any governmental agency or other entity which has or could have acquired the property through the exercise of its power of eminent domain. Such relocated sign shall be placed, insofar as possible, as to comply with all the provisions of this Ordinance. F. Inspection The City may inspect annually, or at such other times as it deems necessary, each sign regulated by this Ordinance for the purpose of ascertaining whether the same complies with provisions of this Ordinance, is secure or insecure, whether it still serves a useful purpose, and whether it is in need of removal or repair. G. Removal of Obsolete Signs Any sign which the City determines no longer serves a bona fide use or does not conform to this Ordinance shall be removed by the owner, agent or person having the beneficial use of the land, buildings or structure upon which the sign is located within ten (10) days after written notification to do so from the City. H. Removal or Repair of Dilapidated or Deteriorated Signs If the City shall determine that any sign exists in a dilapidated or deteriorated condition, or is a menace to the public, he shall give written notice to the person or persons responsible for the sign. The permit holder, owner, agent or person having the beneficial use of the premises shall remove or repair the sign within ten (10) days after the notice. The City may remove or have removed, without notice, and assess the owner for the costs, any sign which is an immediate peril to persons or property. I. Removal of Illegally Erected Signs Any temporary sign that is erected, constructed or otherwise displayed, which the City determines to be in violation of this Ordinance, may be removed by City personnel. Any such sign removed by City personnel may be held for a period of seventy-two (72) hours and upon expiration of the time may be disposed. The City is not required to notify the permit holder or owner of the sign that it has been picked up or that disposal of the sign is imminent. For permanent signs, the sign must be removed by the permit holder, owner of the sign, or owner of the property on which the sign is located within ten (10) days after the City sends written notice to remove the sign. Upon failure to comply with the notice or to file an appeal of the decision in accordance with this Ordinance, the City is authorized to cause the removal of the sign and assess the permit holder, owner of the sign and/or owner of the property on which the sign is located for all costs associated with of removal. The permit holder, owner of the sign, and the owner of the property on which the sign is located shall be jointly and severally liable for such costs. J. Variances 1. Variances to the provisions of this Ordinance shall be heard by the Construction Code Board. A simple majority vote of the board in favor of the 510528-3 13 variance will be required to approve any variance request. In order to approve a request for a variance, the Construction Code Board shall determine that the request meets three (3) of the following four(4) criteria: a. The proposed sign shall not adversely impact the adjacent property (visibility, size, location, etc.); b. The proposed sign does not conflict with the spirit of this Ordinance, which is one of providing public safety, open space and air, preservation and enhancement of the appearance of the City and protection of property values; c. The variance is needed due to restricted area, shape, topography or physical features that are unique to the property on which the proposed sign would be located; d. The proposed sign is of a unique design or configuration. 2. Should the Construction Code Board deny a request for a variance, the applicant may appeal the request to the City Council, provided that, such appeal is requested in writing within thirty (30) days of the date the Construction Code Board denied the variance. A vote of three-fourths (3/4) of the full membership of the City Council is required to approve the appeal. The decision of the City Council is final. 3. A variance from this Ordinance is valid only if a permit is secured within ninety (90) days from the date of the Board's or the Council's decision. 4. Each applicant shall pay a fee of one-hundred fifty dollars ($150.00) before the Construction Code Board shall hear any variance request. Exception: No variance fee shall be required for any variance requested by any applicant that the Building Official determines to be a bona fide non-profit organization. 5. All variance requests shall be made in writing to the Building Official. 510528-3 14 SECTION 4: PROHIBITED SIGNS Any sign which is not specifically allowed by this Ordinance shall be prohibited. In addition, the following types of signs are expressly prohibited within the City of Wylie: A. Signs Imitating Traffic or Emergency Signs Signs may not contain any combination of forms, words, colors, or lights, which imitate standard public traffic regulatory, emergency signs, or signals. B. Portable Signs Portable signs, unless specifically allowed by this Ordinance. C. Signs Violating other Laws or Ordinances Signs erected in violation of any ordinance adopted by the City of Wylie or any state or federal law. (e.g. traffic visibility requirements, zoning, building code, or electrical code). D. Signs Attached to Trees or Utility Poles Signs attached to, painted or maintained upon any tree or public utility pole or public utility structure. E. Signs on Sidewalks, Curbs, Gutters or Streets Signs attached to or painted on any sidewalk, curb, gutter, or street (except street address numbers). F. Moving, Flashing, Revolving or Color Changing Signs Signs that move, flash light intermittently, change color or revolve, unless specifically allowed in this Ordinance. G. Pole Signs Pole signs and flag poles unless specifically allowed by this Ordinance (see Sections 6.A. and 10.). H. Off-Premise Signs Off-Premise signs, unless specifically allowed by this Ordinance. I. Signs Attached to or Painted on a Fence, Wall or Railing Signs attached to or painted on the outside of a fence, wall or railing, unless specifically allowed by this Ordinance. Exception: Signs identifying the manufacturer of a fence or similar product, provided that the sign does not exceed one and one-half (1 1/2) square feet. 510528-3 15 J. Signs Causing a Nuisance or Hazard Because of Illumination Signs illuminated to intensity to cause glare or brightness to a degree that could constitute a safety hazard or nuisance. K. Signs Advertising the Sale of a Vehicle Signs attached to a vehicle advertising the sale of the vehicle where the vehicle is parked in such a way that the sign informs or attracts the attention of persons using the public right-of-way. Vehicles legally parked at one location, with for sale signs visible from the right-of-way for two (2) hours or more, shall be prima facie evidence of non-compliance with this Section. Exception: A maximum of two (2) vehicles may be parked at the vehicle owner's residence or on the street adjacent to the residence advertising, the sale of the vehicles provided that the vehicles are registered to the person residing at the residence. L. Signs Attached to a Vehicle Signs placed on or affixed to vehicles and/or trailers that are parked on a public right-of-way, public property, or private property so as to be visible from a public right-of-way where the apparent purpose is to advertise a product or direct people to a business or activity located on the same or nearby property shall be prohibited. However, this is not in any way intended to prohibit signs placed on or affixed to vehicles and trailers, such as lettering on motor vehicles, where the sign is incidental to the primary use of the vehicle or trailer. 510528-3 16 SECTION 5: EXEMPT SIGNS A permit shall not be required for the following signs, provided however, such signs shall otherwise comply with all other applicable sections of this Ordinance. A. Nameplates Nameplates, or signs reflecting the name of a building or structure (i.e., a fence) or the name of the company that built or designed the building or structure, not exceeding one square foot in area. B. Building Identification/Memorial Memorial signs or tablets, names of buildings and date of erection, when cut into any masonry surface or when constructed of bronze or other incombustible materials. C. Traffic Traffic or street signs, legal notices, railroad crossing signs, danger, and emergency, temporary or non-advertising signs as may be approved by the City Council or the City Manager or his authorized representative. D. Signs Inside a Building Signs located inside a building and which are not displayed so as to be visible from outside the building. Signs located in covered mall buildings shall comply with the current building code and electrical code. E. Changeable Copy Copy change only for previously permitted signs designed to provide a changeable copy area. F. Movement Control Signs Movement Control Signs may be erected at any occupancy or any lot, other than single family or duplex premises, may be attached or detached and may be erected without limits as to number; provided that such signs shall comply with all other applicable regulations of this Ordinance. Movement Control Signs shall be premise signs only. The occupant of a premise who erects a Movement Control Sign shall comply with the following regulations: 1. Each sign must not exceed five (5) square feet in effective area. 2. If a sign is an attached sign, as defined, the words must not exceed six inches (6") in height. 3. Each sign must convey a bona fide message which directs vehicular or pedestrian movement within or onto the lot on which the sign is located. G. Protective Signs The occupant of a premise may erect a maximum of two (2) Protective Signs, in accordance with the following regulations: 510528-3 17 1. Each sign must not exceed six (6) square feet in effective area. 2. Detached signs must not exceed three feet (3') in height. H. Government Signs Flags, insignia, legal notices, or informational, directional or traffic signs which are legally required or necessary to the essential functions of government agencies and decorative displays for holidays or public demonstrations which do not contain advertising and are not used as such. 1. Holiday Lights and Decorations Temporary lights and holiday decorations displayed ninety (90) days or less shall be exempt from the terms of this ordinance. J. Political Signs Political signs that: 1. Are on private real property with consent of the property owner; and 2. Are not greater than thirty-six (36) square feet; and 3. Are not taller than eight(8) feet measured from the ground to the highest point of the sign; and 4. Are not illuminated; and 5. Do not have any moving elements or parts. A sign (i) not meeting each of the above requirements; or (ii) containing primarily a political message on a temporary basis and that is generally available for rent or purchase to carry commercial advertising or other messages that are not primarily political, is not exempt from the requirements of obtaining a permit, assuming the sign is otherwise allowed by this Ordinance. K. Special Event or Public Announcement Signs Signs providing public information concerning special events, bazaars, rallies, or other similar activities sponsored by non-profit organizations including charitable, religious, philanthropic, educational, or civic institutions with the following regulations: 1. Signs must be located on private property and the organization must have permission from the property owner to place the sign on their property. (Signs of this type can be off-premise signs and are exempt from Section 4.H. 2. The maximum sign area is thirty-two (32) square feet. 3. The maximum height is six feet (6'). 4. A maximum of six (6) off-premise signs may be located in the City at a given time advertising the non-profit organization function. 510528-3 18 5. The advertised function must occur within the corporate limits of the City of Wylie, it's ETJ, or an adjacent municipality and be sponsored by a non-profit organization located within the City of Wylie. 6. Signs shall not be located on a residential premise. L. Garage Sale Signs 1. Garage sale signs shall not be erected earlier than noon the Thursday before the sale and must be removed no later than 6:00 p.m. the Sunday following the sale. 2. Garage sale signs shall be located only on private property with the consent of the property owner. 3. On lots where a sidewalk exists within the street right-of-way, signs shall be located between the sidewalk and the structure - but no closer than three feet (3') from the sidewalk. On lots where no sidewalk exists within the street right-of-way, the sign shall be located at least ten feet (10') from the edge of the street. 4. Garage sale signs shall not exceed six(6) square feet in area. M. Home Improvement Signs 1. Home improvement signs may be erected that display the name of a roofing, fence, pool, landscape or other home improvement contractor currently providing such services on the premises. 2. A home improvement sign is allowed only on the lot on which the improvement is occurring. 3. On lots where a sidewalk exists within the street right-of-way, signs shall be located between the sidewalk and the structure - but no closer than three feet (3') from the sidewalk. On lots where no sidewalk exists within the street right-of-way, the sign shall be located at least ten feet (10') from the edge of the street. 4. The home improvement sign must be removed thirty (30) days after it is erected or upon the completion of the work, whichever occurs first. 5. Home improvement signs shall not exceed six (6) square feet in area. 6. A maximum of one home improvement sign shall be allowed on the lot at any one time. N. Temporary Religious Signs 1. Temporary religious signs may be erected during times of worship provided the sign is placed no earlier than two (2) hours prior to worship and is removed no later than two (2) hours after worship. 2. Signs shall be located only on private property with the consent of the property owner. 510528-3 19 3. On lots where a sidewalk exists within the street right-of-way, signs shall be located between the sidewalk and the structure - but no closer than three feet (3') from the sidewalk. On lots where no sidewalk exists within the street right-of-way, the sign shall be located at least ten feet (10') from the edge of the street. 4. Signs shall not exceed thirty-six (36) square feet in area. O. Yard Signs 1. Signs shall be located only on lots containing an occupied single-family, two family or multi-family dwelling. 2. On lots where a sidewalk exists within the street right-of-way, signs shall be located between the sidewalk and the structure - but no closer than three feet (3') from the sidewalk. On lots where no sidewalk exists within the street right-of-way, the sign shall be located at least ten feet (10') from the edge of the street. 3. Signs shall not exceed six (6) square feet in area. P. Zoning Signs 1. On lots where a sidewalk exists within the street right-of-way, signs shall be located between the sidewalk and the structure - but no closer than three feet (3') from the sidewalk. On lots where no sidewalk exists within the street right-of-way, the sign shall be located at least ten feet (10') from the edge of the street. 2. Signs shall not exceed six (6) square feet in area. Q. Signs Held by Pedestrians Any sign held or carried by a person for the purposes of advertising or otherwise drawing attention to an individual, business, commodity, service, activity or product, or a person dressed in a costume for such purposes, must be located at least six feet (6') from the street pavement of any right-of-way, and located on the property where the event, activity or thing that the sign advertises or draws attention to occurs or is located. 510528-3 20 SECTION 6: GENERAL SIGN REGULATIONS A. Flags All flags shall conform to the following regulations: 1. Nothing in this Ordinance shall be construed to prevent the display of the United States, Texas, County or Wylie flag. No permit or permit fee is required. 2. Businesses may erect one corporate flag and flag pole, per location, for a bona fide company or corporate office located within the City of Wylie. A sign permit and permit fee is required. a. Setback Requirements - Flag poles must be located at least 15 feet from any property line. b. Maximum Height i. Residential - Twenty-five feet (25') ii. Commercial - Thirty-five feet(35') 3. No flag or flag pole may be located within any easement. B. Obscenity No person shall display on any sign any obscene or indecent matter as defined by the Texas Penal Code, or any matter soliciting or promoting unlawful conduct. Any sign which does contain any obscene indecent or immoral matter must be removed or the obscene, indecent or immoral matter must be removed within twenty-four (24) hours of notice. The owner or person in control of the property on which the sign is located shall be responsible for compliance with this Section. C. Obsolete Signs All signs relating to a product no longer available for purchase by the public and all signs relating to a business which has closed or moved away shall be removed or the advertising copy shall be removed. Painted wall signs shall be painted over with a color that resembles or matches the wall and does not allow the sign message to be visible after over painting. The owner of the property on which the sign is located shall be responsible for removal of the sign within thirty (30) days of obsolescence. D. Maintenance of Signs All signs shall be maintained in good condition. Signs which are damaged in any way, rusty or have peeling paint do not meet minimum maintenance criteria and shall be brought into compliance, or the sign must be removed, no later than the tenth (10th) day after written notice of such violation is sent to the property owner, permit holder or person in control of the property, via certified mail. The owner of the property, permit holder or person in control of the property on which the sign is located shall be jointly and severally responsible for compliance with this subsection. 510528-3 21 E. Wind Pressure and Dead Load Requirements All signs shall be designed and constructed to withstand a wind pressure of not less than 30 pounds per square foot of area, and shall be constructed to receive dead loads as required by the building code and regulations of the City of Wylie. F. Obstructing Doors, Windows, or Fire Escapes It shall be unlawful to erect, relocate, or maintain a sign in any manner that prevents free ingress to or egress from any door, window or fire escape, or to attach any sign to a standpipe or fire escape. G. Placement of Advertising Matter 1. No person shall place on or suspend from any building, light fixture, pole, structure, sidewalk, parkway, driveway or parking area, any goods, wares, merchandise or other advertising object or structure for the purpose of advertising such items other than a sign, as defined, regulated and prescribed by this Ordinance, except as otherwise allowed by this Ordinance or another ordinance. 2. No person, firm, corporation or association of persons shall paste, stick, tack, nail or otherwise place any advertisement, handbill, placard, printed, pictured or written matter or thing for political advertising or other advertising purposes upon any fence, railing, sidewalk or public telephone, electric or other utility pole, or any other public property, including trees thereon or to knowingly cause or to permit the same to be done for his benefit. 3. It shall be unlawful for any person to scatter or throw any handbills, circulars, cards, tear sheets or any other advertising device of any description, along or upon any street or sidewalk in the City of Wylie. H. Signs Prohibited On or Over Public Property Except as otherwise provided for in this ordinance, no portion of any sign shall be erected on or over public property, or in the right-of-way of any thoroughfare within the City, except for Projecting Signs in the Downtown Historic District meeting regulations in Section S.E. Signs violating this provision shall be considered illegal signs and may be removed and disposed of by the City in accordance with this Ordinance. I. Illumination of Signs 1. No sign shall be illuminated to such intensity or in such a manner as to cause a glare or brightness to a degree that it constitutes a hazard or nuisance. 2. Moving, flashing, changing color, beacons, revolving or similarly constructed signs shall not be allowed, except for electronic signs showing time and temperature. 3. Sign illumination may only alternate on and off at a rate equal to or less than twice an hour, excluding time and temperature signs. 510528-3 22 4. A sign in a residential district, where allowed by this Ordinance, may be illuminated. Any illumination shall be located so as not to produce intense glare or direct illumination across the bounding property line. Internal illumination shall not exceed 40 watts per every 25 square feet or any portion thereof of the sign face. J. Searchlights Searchlights may be permitted in accordance with any applicable regulations. A permit for use of an advertising searchlight may be granted under the following additional regulations: 1. A searchlight shall be located a minimum distance of 50 feet from a public right-of-way and positioned so as to project all beams at a minimum angle of 30 degrees from grade level. 2. The maximum light intensity generated by searchlights on any premises may not exceed a total of 1.6 million foot candlepower. No more than four beams of light may be projected from any premises. 3. All searchlights must be designed and maintained so as to prevent beam rays of light from being directed at any portion of the rights-of-way or adjoining property, and no light shall be of such intensity or brilliance to cause glare to or impair the vision of the driver of any vehicle, or to create greater than 0.5 foot candles at 4 feet height at the property line. 4. No advertising searchlight may be operated between the hours of 11:00 p.m. and 7:00 a.m. 5. No advertising searchlight may be operated on a premise for more than seven consecutive days. No permit for an advertising searchlight may be issued for any business entity for which a permit has been issued for a searchlight on the same premises within the six months preceding the date of the permit application. 510528-3 23 SECTION 7: ATTACHED SIGN REGULATIONS Unless otherwise specifically provided, the regulations set forth in this Section shall be applicable to all attached signs that are allowed under this Ordinance. A. Wall Signs 1. Where Allowed. Wall signs shall be limited to buildings located in a nonresidential zoning district or to churches, apartments, schools and other nonresidential uses, with the exception of model homes, located within a residentially zoned district. 2. Installation Requirements. All signs and their words shall be mounted parallel to the building surface to which they are attached, and shall project no more than twelve inches (12") from that surface, except for Projecting signs as allowed in Section 7.F. Wall signs shall not extend above the wall or building surface to which the sign is attached. Banner signs shall not be utilized as permanent wall signs, but only as Promotional Signs as allowed in Section 10.C. 3. Maximum Sign Area Wall signs shall not exceed the following area schedules: a. An attached sign located at a height of thirty-six feet (36') or less is limited to one (1) square foot of sign area for each lineal foot of building frontage for a single tenant building, or lease space frontage in a multiple tenant building, not to exceed four hundred fifty (450) square feet. b. An attached sign located above a height of thirty-six feet (36') shall be permitted an increase in maximum effective area. Such increases shall not exceed four (4) square feet in effective area for each additional one foot (1') of height above thirty-six feet (36') measured from the base of the sign. Signs may be increased hereunder to a maximum size of six hundred (600) square feet. c. Attached signs may be located on any facade except for signs located on the side or rear wall of a building where the sign would face an adjacent residential zoning district. The sum of the effective area of all attached signs shall not exceed the allowable effective area specified in paragraphs (a) or (b) above, whichever paragraph is applicable. Signs on a single façade shall not exceed the sign area allowed in paragraph(a) above. B. Secondary Attached Signs One secondary roof sign shall be allowed for each building. The size of the secondary roof sign shall be limited by the maximum size allowed in paragraph (A.3.) above. The size of all wall signs shall be added to the size of the secondary roof sign to determine the total amount of sign area. C. Illumination of Attached Signs Attached Signs may only be illuminated utilizing internal lighting. Exterior letters with exposed neon lighting are allowed. 510528-3 24 D. Window Signs Window signs do not require a permit or a permit fee. Window Signs must meet the following regulations: 1. Window Signs must not obscure more than 25 percent of the window area per facade. 2. The sign area shall be measured by drawing a rectangular or square box around the sign elements, then multiplying the height by the width. For signs whose shape is irregular, the box must enclose all elements of the sign. 3. No illuminated Window Signs shall be allowed within two feet of the window surface, except for open/closed signs. E. Awning Signs Awning Signs must meet the following regulations: 1. An Awning may extend the full length of the wall of the building to which it is attached and shall be no more than six feet (6') in height and shall not be placed less than eight feet (8') above the sidewalk. 2. Artwork or copy on Awning Signs shall be limited to a business name and/or logo. 3. The artwork or copy for an Awning Sign shall not exceed twenty percent (20%) of the area of the Awning and shall extend for no more than sixty percent (60%) of the length of the Awning. F. Projecting Signs 1. Signs shall be constructed of noncombustible material. 2. Signs shall not project more than three feet (3'), measured from the building face and shall not be closer than two feet (2') from the back of the curb line. 3. Signs shall be at least 8 feet above the sidewalk. 4. Signs may be illuminated in conformance with this Ordinance or other applicable City regulations. 5. Signs shall be compatible in design, shape, and material with the architectural and historic character of the building. 6. Signs shall not exceed sixteen (16) square feet per sign face. G. Canopy Sign Canopy Signs must meet the following regulations: 1. A Canopy Sign may be attached to, or be an integral part of the face of a canopy. 2. A Canopy Sign may consist of only the name and/or logo of the business at the location of the canopy. 510528-3 25 3. The artwork or copy on a Canopy Sign shall not exceed ten percent of the face of the canopy, or a maximum of twenty-five (25) square feet, whichever is greater. 4. An illuminated stripe may be incorporated into a canopy. The stripe may extend along the entire length of the face of the canopy. The width or thickness of the stripe shall be limited to one-third of the vertical dimension of the face of the canopy. The internal illumination of a canopy is limited to the portions of the canopy face on which a sign or stripe is permitted. 510528-3 26 SECTION 8: MONUMENT SIGN REGULATIONS All Monument Signs shall be compatible with the colors and materials of the building that is located on the same lot as the sign. Sculpted aluminum sign panels and plastic panel signs are allowed to be utilized on Monument Signs. Additional monument sign regulations are as follows: A. Properties with Multiple Tenants Shopping centers and office buildings with multiple tenants are permitted to erect Monument Signs that comply with the following regulations: 1. Maximum size one-hundred fifty (150) square feet 2. Maximum height -ten feet(10') measured from grade. 3. Setbacks a. Fifteen feet (15') from street right-of-way. b. Fifteen feet (15') from property lines other than those property lines fronting the street right-of-way. c. Two-Hundred-Fifty feet (250') from any other Monument Sign on the same property, measured along the right-of-way. 4. Changeable Message Signs. Monument Signs may include a maximum area of thirty-two (32) square feet that incorporates changeable messages or lettering, as defined, in the sign face. Such messages shall not blink, flash, scroll or change more than once per hour with the exception of signs that only display the time and temperature. B. Properties with Single Tenants Businesses located on individually platted land including individual pad sites within a shopping center, apailiiients, schools, model homes and other nonresidential uses located on residentially zoned property are permitted to erect Monument Signs that comply with the following regulations: 1. Maximum size—ninety (90) square feet 2. Maximum height—ten feet (10') 3. Setbacks a. Fifteen feet (15') from street right-of-way. b. Fifteen feet (15') from property lines other than those property lines fronting the street right-of-way. c. Two-Hundred-Fifty feet (250') from any other monument sign on the same property, measured along the right-of-way. 4. Changeable Message Signs. Signs may include a maximum area of thirty- two (32) square feet that incorporates changeable messages or lettering, as defined, in the sign face. Such messages shall not blink, flash, scroll or change 510528-3 27 more than once per hour with the exception of signs that only display the time and temperature. C. Gasoline Pricing Signs 1. Gasoline Pricing Signs reflecting the price of gasoline available for purchase on the premises must be a Monument Sign. 2. The Gasoline Pricing Sign must be integral to the permitted sign for the site, subject to the following limitations: a. The pricing display may not scroll, flash, or change more frequently than once a day. b. The pricing display may not exceed two-thirds of the gross sign area per sign face. c. Only one pricing display is allowed per site. d. Internal illumination may be used for the pricing display only. 3. Maximum size—ninety (90) square feet 4. Maximum height—ten feet (10') 5. Setbacks a. Fifteen feet (15') from street right-of-way. b. Fifteen feet (15') from property lines other than those property lines fronting the street right-of-way. D. Material Regulations All Monument Sign bases shall be constructed of the same material as the front building facade on the same site or shall be compatible in design with stone or brick. The Sign Support must be constructed or covered with the same masonry material as the principal building, or stone, or brick. Sculpted aluminum or plastic sign panels will be allowed. All sign text and graphic elements shall be limited to a minimum of six inches from the outer limits of the sign structure. E. Illumination Monument Signs shall be illuminated by a ground lighting source where the light itself and supporting structure are screened from public right-of-way, except, signs with sculpted aluminum panels, cut-out letters, or other type of raised lettering may be back lit using internal lighting. 510528-3 28 SECTION 9: OTHER TYPES OF SIGNS This Section provides standards for specific types of permanent signs permitted by this Ordinance. A. Menu Board Signs Menu Board Signs must meet the following regulations: 1. Menu Board Signs may be Attached or Monument Signs. 2. The maximum height is six (6) feet. 3. The maximum sign area is twenty-four (24) square feet. Only one sign face is allowed per sign. 4. All Menu Board Signs shall be located at the side or rear of the principal building. If two signs are erected they must be at least twelve feet(12') apart. 5. Internal illumination may be utilized for the sign panel. 6. Any sign must be located at least fifteen feet (15') from any property line. B. Subdivision Entry Signs Subdivision Entry Signs must meet the following regulations: 1. Subdivision Entry Signs may be attached to a wall at the subdivision entrance or on a Monument Sign. 2. Attached Signs may not project above the top of the wall on which they are attached. 3. The maximum sign area is thirty-two (32) square feet for Attached Signs. 4. Only one Monument Sign or two attached signs may be placed at each subdivision entrance. A Monument Sign may have the subdivision name on both sides. 5. Monument Signs may be located in the median at the street entrance if approved by the City in an approved plat, within a developer's agreement, or by separate approval of Planning and Zoning Commission. C. Directory Signs Directory signs must meet the following regulations: 1. Directory Signs may be either Attached or Monument Signs. 2. Directory Signs must be located a safe distance from the entry drive and the public right-of-way as determined by the City's engineer. 3. Only one Directory Sign is allowed per street entrance. D. Institutional Signs Institutional Signs must meet the following regulations: 1. Institutional Signs may be Attached and/or Monument Signs. 510528-3 29 2. Institutional Signs may include a reader board, subject to the following limitations: a. Reader board must be integral to the permitted sign for the site; b. Messages on the reader board, whether electronic or manual, may not scroll, flash, or change more frequently than once a day; c. Manual reader boards using movable lettering must have a lockable covering; d. The reader board display cannot exceed two-thirds of the gross sign area per sign face, excluding a Monument Sign border. e. Internal illumination may be utilized for the reader board sign panel. E. Kiosk Signs Kiosk Signs must meet the following regulations: 1. Procedures for Installing a Kiosk Sign a. Kiosk signs may only be installed pursuant to an executed concession contract approved by City Council. This concession contract shall grant a person or company (the "Concessionaire") the right to design, erect, and maintain Kiosk Signs within Wylie and administer the Kiosk program as set forth by that concession contract. b. Once a concession contract is approved by City Council, the Concessionaire shall submit a map, elevations, and any other documentation deemed necessary by city staff, showing the location and design of the proposed Kiosk Signs to the Director of Planning, Building Official, and the Director of Public Works. Upon review of the map, elevations, and any other applicable documentation, the Director of Planning, Building Official, and Director of Public Works shall make a recommendation to City Council as to whether the location and design of the proposed Kiosk Signs should be approved, denied, or modified. c. City Council may approve, deny, or approve with modifications the location and design of the proposed Kiosk Signs as shown on the map, elevations, and other applicable documentation. Modifications include, but are not limited to, modifications to the color of, or materials used in, the sign panels. No party may erect a Kiosk Sign without City Council approval of the location and design of the kiosks. d. The Concessionaire must comply with all permitting requirements set forth in this Ordinance. 2. Location of Kiosk Signs. Although the City Council has the authority to determine where Kiosk Signs may be located, locations must at least meet the following criteria: a. The location of Kiosk Signs must not create traffic hazards. The obstruction of the visibility of motorists, pedestrians, or traffic control signs will constitute a type of traffic hazard. Wylie's Engineering Division 510528-3 30 shall review the location of each proposed Kiosk Sign. A Kiosk Sign shall not be installed if Wylie's Engineering Division determines that the location of the proposed sign would create a traffic hazard. b. The location of Kiosk Signs must not interfere with the general use of and handicap accessibility of sidewalks, walkways, bike, and hiking trails. c. The location of Kiosk Signs must not interfere with any public utilities or be located in a utility easement. d. Kiosk Signs must not be located within a sight visibility triangle. e. Kiosk Signs must not be placed adjacent to a lot with a residential use without the prior written consent of the owner(s) of that lot as shown on the most current tax roles. Proof of prior written consent must be attached to the Concessionaire's permit application. If a residential use is placed on a lot adjacent to a pre-existing Kiosk Sign, no written consent is necessary for that Kiosk Sign to remain. f. A Kiosk Sign must be located at least one-hundred (100) feet from all other Kiosk Signs. g. Kiosk Signs must not be located within a median. h. Kiosk Signs must be located at least five (5) feet from the edge of curb or pavement line, which includes improved surfaces and shoulders. 3. Design of Kiosk Signs. Although City Council has the authority to determine which designs are appropriate, designs must at least meet the following criteria: a. At least one sign panel on each Kiosk Sign must provide directions to a municipal facility or provide information about an upcoming city- sponsored event. b. Kiosk Signs may not exceed twelve (12) feet in height and four (4) feet in width. c. Kiosk Signs must include breakaway design features as required by the Texas Department of Transportation's Sign Mounting Details for Roadside Signs. Break-away fittings must be installed below grade or concealed from public view in another manner approved by City Council through the Building Inspections Department. d. The font and color of the Kiosk Signs must be uniform throughout the entire sign. e. Kiosk signs shall not be illuminated. f. There must be an identification panel at the top of each Kiosk Sign that displays only the name and official logo of the city. g. No signs, pennants, flags, streamers, balloons or other devices or appurtenances used for visual attention may be attached to Kiosk Signs. 510528-3 31 4. Variances to Kiosk Sign Regulations. No person or party may obtain a variance to the Kiosk Sign procedures or regulations set forth in this Ordinance. 510528-3 32 SECTION 10: REGULATIONS FOR TEMPORARY SIGNS A. Development Signs Development Signs are allowed subject to the following regulations. 1. Development Signs require a temporary sign permit and may be erected in nonresidential and residential zoning districts. 2. Development Signs must be related only to the property on which they are located. They may be Monument or Pole Signs provided that a minimum of two vertical sign supports are utilized. 3. Maximum height of a Development Sign shall be fifteen feet (15'). 4. The required setback shall be ten feet (10') from the front property line and ten feet (10') from the side property line. 5. The maximum sign area per sign face shall not exceed sixty (60) square feet. 6. Each development site may have one such sign for each fifty (50) acres, or any portion thereof, under active development. 7. A Development Sign must be removed when the project is ninety percent (90%) complete. In the case of a commercial project, ninety percent (90%) complete means when a certificate of occupancy is issued for a shell building. For a residential project, ninety percent (90%) complete means when ninety percent (90%) of the lots in the subdivision have received building permits. B. Real Estate Sign Real Estate Signs are subject to the following regulations: 1. Real Estate Signs may be erected in nonresidential and residential zoning districts and shall not require a permit. 2. Real Estate Signs may be Attached, Monument or Ground Signs. 3. The maximum sign area shall not exceed nine (9) square feet and a maximum height of four feet (4') for property located in a Residential Zoning District. Signs located in a Non-Residential Zoning District shall not exceed thirty-two (32) square feet in sign area and ten feet(10') in height. 4. On lots where a sidewalk exists within the street right-of-way, signs shall be located between the sidewalk and the structure - but no closer than three feet (3') from the sidewalk. On lots where no sidewalk exists within the street right-of-way, the sign shall be located at least ten feet (10') from the edge of the street. 5. No more than one sign shall be located for every two (2) acres in a tract of land or portion thereof and must be related only to the property on which they are located. 6. A Real Estate Sign shall be removed upon the sale or lease of the property. 510528-3 33 C. Promotional Signage Businesses that erect signs under the provisions of this Section shall not display a sign that states "Going out of Business", "Quitting Business" or similar message more than one time. Promotional Signs are subject to the following regulations: 1. All Promotional Signage requires a permit. A maximum of two (2) permits are allowed for each calendar year. A separate permit is required for each two- week period Promotional Signage will be used. Promotional signs will be considered as a group and not as each individual sign, streamer, banner, etc. 2. Promotional Signage may include flags, pennants, streamers, balloons, inflatable signs, and any legal signs allowed by this Ordinance. Additionally, a maximum of two (2) banners is allowed, in addition to flags, pennants, streamers, balloons, inflatable or other promotional signage per permit. 3. Promotional Signage is allowed for two, two-week periods each calendar year per legal business subject to the following: a. A two-week period will commence on the first day Promotional Signage is displayed. b. The two two-week periods shall not occur in the same or consecutive months. c. A legal business shall include any commercial, industrial, or institutional use for which the building inspection department has issued a certificate of occupancy. d. In the case of a special promotion for a grand opening celebration, one period may be extended to a three-week period provided the promotion commences within the first three months of the date of issuance of a certificate of occupancy and the grand opening is limited to the address noted on the certificate of occupancy. EXCEPTION: A business that is in its initial year of operation is allowed to extend the time promotional signs are displayed, one time, from two weeks to thirty (30) days. 4. Any device described as Promotional Signage shall not exceed an overall height of forty feet (40') measured from ground. 5. The following setbacks apply. However, the setbacks may be increased for any Promotional Signage found by the City to block traffic visibility or constitute a traffic hazard. a. Fifteen feet(15') from street right-of-way. b. Forty feet(40') from property lines other than those property lines fronting the street right-of-way. 510528-3 3 4 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: C Department: Engineering (City Secretary's Use Only) Prepared By: Chris Holsted Account Code: 413-5413-58110 Date Prepared: July 15, 2008 Budgeted Amount: $53,122.35 Exhibits: Ordinance Subject Consider, and act upon, Ordinance No. 2008-34 amending Ordinance No. 2007-29 (2007-2008 Budget) and approving an appropriation of funds, in the amount of $53,122.35, for right-of-way acquisition for McCreary Road. Recommendation Motion to approve Ordinance No. 2008-34 amending Ordinance No. 2007-29 (2007-2008 Budget) and approving an appropriation of funds, in the amount of $53,122.35,for right-of-way acquisition for McCreary Road. Discussion Council approved the acquisition of right of way for McCreary Road on July 8, 2008. The attached ordinance appropriates the necessary funds for the acquisition. The current Thoroughfare Impact Fee fund balance is approximately $1,228,000. Approved By Initial Date Department Director CH 7/15/08 (, City Managerfob Page 1 of 1 ORDINANCE NO. 2008-34 AN ORDINANCE OF THE CITY OF WYLIE, TEXAS AMENDING ORDINANCE NO. 2007-29 (2007-2008 BUDGET) AND APPROVING AN APPROPRIATION OF FUNDS IN THE AMOUNT OF $53,122.35 FOR RIGHT OF WAY ACQUISITION FOR McCREARY ROAD; PROVIDING FOR REPEALING, SAVINGS AND SEVERABILITY CLAUSES; AND PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE. WHEREAS, the City Council of the City of Wylie, Texas ("Wylie") has investigated and determined that it will be financially beneficial and advantageous to the citizens of Wylie to amend the 2007-2008 budget adopted by Ordinance No. 2007-29 for purpose of purchasing right of way for McCreary Road; WHEREAS, the City Council of the City of Wylie, Texas ("Wylie") approved a Resolution on May 27, 2008 authorizing the City Manager to acquire the necessary right of way for McCreary Road; 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 Ordinance No. 2007-29 (2007-2008 Budget). Ordinance No. 2007-29 (2007-2008 Budget) is hereby amended to allow for the following appropriation: That fifty three thousand one hundred twenty two dollars and thirty five cents ($53,122.35) be added to account 413-5413-58110 to be expended for the purpose of purchasing right of way for McCreary Road; SECTION 3: Savings/ Repealing Clause. All provisions of any ordinance in conflict with this Ordinance are hereby repealed; but such repeal shall not abate any pending prosecution for violation of the repealed Ordinance, nor shall the repeal prevent prosecution from being commenced for any violation if occurring prior to the repeal of the Ordinance. Any remaining portions of conflicting 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. Wylie hereby declares that it would have passed this Ordinance, and each section, subsection, sentence, clause, or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, or phrases be declared unconstitutional or invalid. Ordinance No.2008-34 2007-2008 Budget Amendment Appropriation of Funds Right of Way for McCreary Road SECTION 5: Effective Date. This Ordinance shall become effective immediately upon its passage. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, on this 22nd day of July, 2008. Eric Hogue, Mayor ATTEST TO: Carole Ehrlich, City Secretary Ordinance No.2008-34 2007-2008 Budget Amendment Appropriation of Funds Right of Way for McCreary Road Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: D Department: Finance (City Secretary's Use Only) Prepared By: Finance Account Code: Date Prepared: July 14, 2008 Budgeted Amount: Revenue and Expenditure Exhibits: Monthly Report Subject Consider, and place on file, the City of Wylie Monthly Revenue and Expenditure Reports as of June 30, 2008. Recommendation Motion to accept and place on file, the City of Wylie Monthly Revenue and Expenditure Reports as of June 30, 2008. Discussion The Finance Department has prepared the attached reports for the City Council as required by the City Charter. Approved By Initial Date Department Director LW 7/14/08 City Manager , 7/i 7 ft� Page 1 of 2 CITY OF WYLIE MONTHLY FINANCIAL REPORT AS OF: JUNE 30, 2008 CURRENT YTD EXPECTED BUDGET YTD EXPECTED YTD ACTUAL OVER/(UNDER) ACCOUNT DESCRIPTION 2007-2008 2007-2008 2007-2008 YTD ACTUAL GENERAL FUND REVENUE SUMMARY TAXES 14,502,020 13,129,706.37 13,146,752.36 17,046 FRANCHISE FEES 1,980,000 1,724,749.50 1,797,287.23 72,538 LICENSES AND PERMITS 977,750 672,900.10 528,878.75 -144,021 A INTERGOVERNMENTAL REV. 469,030 270,217.06 348,702.06 78,485 SERVICE FEES 2,282,140 1,650,000.00 1,698,898.38 48,898 FINES AND FORFEITURES 551,000 413,668.60 397,581.48 -16,087 INTEREST INCOME 350,000 262,499.99 267,563.23 5,063 MISCELLANEOUS INCOME 140,490 105,170.82 127,513.93 22,343 OTHER FINANCING SOURCES 519,000 483,950.00 483,953.48 3 TOTAL REVENUES 21,771,430 18,712,862 18,797,131 84,268 GENERAL FUND EXPENDITURE SUMMARY CITY COUNCIL 139,200 104,400.03 97,039.51 -7,361 CITY MANAGER 721,160 524,395.00 516,805.23 -7,590 CITY SECRETARY 254,176 190,632.33 177,560.89 -13,071 CITY ATTORNEY 173,000 129,750.02 137,677.23 7,927 FINANCE 678,460 494,970.01 480,947.63 -14,022 FLEET& FACILITIES SVC 243,300 182,475.00 177,444.69 -5,030 MUNICIPAL COURT 337,048 243,388.57 231,471.08 -11,917 HUMAN RESOURCES 205,740 154,305.03 140,863.52 -13,442 PURCHASING 105,586 79,189.48 80,264.62 1,075 INFORMATION TECHNOLOGY 385,700 289,275.02 248,107.83 -41,167 POLICE 4,530,730 3,397,074.98 3,307,793.63 -89,281 FIRE 4,562,352 3,288,514.03 3,221,424.43 -67,090 ANIMAL CONTROL 267,200 200,400.02 172,653.51 -27,747 PLANNING 407,020 305,264.98 225,294.50 -79,970 BUILDING INSPECTION 722,160 541,620.00 447,900.62 -93,719 CODE ENFORCEMENT 154,790 116,092.52 91,474.58 -24,618 STREETS 1,630,040 1,222,530.05 1,201,532.41 -20,998 PARKS 1,489,210 1,024,607.49 956,140.09 -68,467 RECREATION 338,845 198,280.84 152,691.86 -45,589 LIBRARY 727,026 545,269.44 554,325.32 9,056 COMBINED SERVICES 3,911,680 2,838,760.00 2,769,172.69 -69,587 TOTAL EXPENDITURES 21,984,423 16,071,195 15,388,586 -682,609 REVENUES OVER/(UNDER) EXPENDITURI -212,993 2,641,668 3,408,545 766,877 A. New Dwelling Permit receipts appear to be lower than anticipated. CITY OF WYLIE MONTHLY FINANCIAL REPORT AS OF: JUNE 30, 2008 CURRENT YTD EXPECTED BUDGET YTD EXPECTED YTD ACTUAL OVER/(UNDER) ACCOUNT DESCRIPTION 2007-2008 2007-2008 2007-2008 YTD ACTUAL UTILITY FUND REVENUES SUMMARY SERVICE FEES 8,617,000 6,327,749.95 6,296,900.19 -30,850 INTEREST INCOME 200,000 184,619.60 184,619.60 0 MISCELLANEOUS INCOME 30,000 22,500.00 34,895.04 12,395 OTHER FINANCING SOURCES 1,707,000 1,707,000.00 1,707,000.00 0 TOTAL REVENUES 10,554,000 8,241,870 8,223,415 -18,455 UTILITY FUND EXPENDITURE SUMMARY UTILITY ADMINISTRATION 548,770 411,577.57 388,375.70 -23,202 UTILITIES-WATER 1,081,020 810,765.00 755,559.47 -55,206 CITY ENGINEER 455,226 341,419.53 319,813.55 -21,606 UTILITIES- SEWER 497,980 373,485.01 354,101.09 -19,384 UTILITY BILLING 774,914 581,185.55 483,913.20 -97,272 COMBINED SERVICES 7,297,620 5,600,215.03 5,663,103.67 62,889 TOTAL EXPENDITURES 10,655,530 8,118,648 7,964,867 -153,781 REVENUES OVER/(UNDER) EXPENDITURI -101,530 123,222 258,548 136,326 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: E Department: WEDC (City Secretary's Use Only) Prepared By: Sam Satterwhite Account Code: Date Prepared: July 10, 2008 Budgeted Amount: Exhibits: 1 Subject Consider, and place on file, the Monthly Revenue and Expense Report for the Wylie Economic Development Corporation as of June 30, 2008. Recommendation Motion to accept, and place on file, the monthly Revenue and Expense Report for the Wylie Economic Development Corporation as of June 30, 2008. Discussion The Wylie Economic Development Corporation (WEDC) Board of Directors approved the attached financials on July 18, 2008. Approved By Initial Date Department Director SS 7/1 /08 City Manager fYiV\ i1 `(7 Page 1 of 1 '-14-2008 11:48 AM CITY OF WYLIE PAGE: 1 BALANCE SHEET AS OF: JUNE 30TH, 2008 111-WYLIE ECONOMIC DEVEL CORP ACCOUNT# TITLE ASSETS 1000-10110 CLAIM ON CASH AND CASH EQUIV. 478,331.84 1000-10115 CASH-WEDC-INWOOD 0.00 1000-10135 INWOOD BANK-ESCROW 0.00 1000-10180 DEPOSITS (EARNEST MONEY) 0.00 1000-10198 OTHER-MISC CLEARING 0.00 1000-10341 TEXPOOL 0.00 100C-10343 LOGIC 0.00 1000-10481 INTEREST RECEIVABLE 0.00 1000-11511 ACCOUNTS REC - MISC 0.00 1000-11517 ACCTS REC - SALES TAX 0.00 1000-12996 LOAN REC - JACOBY 0.00 1000-12997 ACCTS REC - JTM TECH 0.00 1000-12998 ACCOUNTS REC - SAVAGE 421,443.00 1000-14112 INVENTORIES - MATERIAL/SUPPLY 0.00 1000-14116 INVENTORY - LAND 2,579,374.51 1000-14118 INVENTORY - BAYCO - SANDEN BLV 0.00 1000-14310 PREPAID EXPENSES 0.00 1000-14410 DEFERRED CHARGE 449,967.00 3,929,116.35 TOTAL ASSETS 3,929,116.35 LIABILITIES 2000-20110 FEDERAL INCOME TAX PAYABLE 903.71 2000-20111 MEDICARE PAYABLE 90.76 2000-20112 CHILD SUPPORT PAYABLE 0.00 2000-20113 CREDIT UNION PAYABLE 0.00 2000-20114 ,IRS LEVY PAYABLE 0.00 2000-20115 NATIONWIDE DEFERRED COMP 0.00 2000-20116 HEALTH INSUR PAY-EMPLOYEE ( 182.03) 2000-20117 TMRS PAYABLE 453.65 2000-20118 ROTH IRA PAYABLE 0.00 2000-20119 WORKERS COMP PAYABLE 0.00 2000-20120 FICA PAYABLE 388.11 2000-20121 TEC PAYABLE 0.00 2000-20122 STUDENT LOAN LEVY PAYABLE 0.00 2000-20123 ALIMONY PAYABLE 0.00 2000-20124 BANKRUPTCY PAYABLE 0.00 2000-20123 VALIC DEFERRED COMP 0.00 2000-20126 ICMA PAYABLE 0.00 2000-20151 ACCRUED WAGES PAYABLE 0.00 2000-20180 ADDIT EMPLOYEE INSUR PAY ( 287.35) 2000-20199 MISC PAYROLL PAYABLE 0.00 2000-20201 AP PENDING 2,121.78 2000-20210 ACCOUNTS PAYABLE 0.00 2000-20530 PROPERTY TAXES PAYABLE 890.78 2000-20540 NOTES PAYABLE 449,967.00 2000-20810 DUE TO GENERAL FUND 0.00 2000-22270 DEFERRED REVENUE 322,525.80 7-14-2008 11:48 AM CITY OF WYLIE PAGE: 2 BALANCE SHEET AS OF: JUNE 30TH, 2008 111-WYLIE ECONOMIC DEVEL CORP ACCOUNT# TITLE TOTAL LIABILITIES 776,872.21 EQUITY 300C-34599 FUND BALANCE-UNRESERV/UNDESIG 2,523,709.23 TOTAL BEGINNING EQUITY 2,523,709.23 TOTAL REVENUE 1,255,613.13 TOTAL EXPENSES 627,078.22 REVENUE OVER/(UNDER) EXPENSES 628,534.91 TOTAL EQUITY & OVER/(UNDER) 3,152,244.14 TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 3,929,116.35 7-14-2008 11:48 AM CITY OF WYLIE PAGE: 1 BALANCE SHEET AS OF: JUNE 30TH, 2008 922-GEN LONG TERM DEBT (WEDC) ACCOUNT# TITLE ASSETS 1000-10312 GOVERNMENT NOTES 0.00 1000-18110 LOAN WEDC 0.00 1000-18120 Loan-Birmingham 0.00 1000-18210 AMOUNT TO BE PROVIDED 0.00 1000-18220 Birmingham Loan 0.00 0.00 TOTAL ASSETS 0.00 LIABILITIES 2000-20310 COMPENSATED ABSENCES PAYABLE 27,318.01 2000-21410 ACCRUED INTEREST PAYABLE 0.00 2000-28205 WEDC LOANS-CURRENT 75,274.22 2000-28220 BIRMINGHAM LOAN 28,210.96 2000-28230 INWOOD LOAN 622,180.76 2000-28240 HUGHES LOAN PAYABLE 282,547.56 2000-28250 CITY OF WYLIE LOAN 60,017.70 2000-28260 PRIME RUTS LOAN 213,006.04 2000-28270 BOWLAND/ANDERSON LOAN 67,067.03 2000-28280 CAZAD LOAN 175,058.89 TOTAL LIABILITIES 1,550,681.17 EQUITY 3000-34590 FUND BALANCE ( 1,550,681.17) TOTAL BEGINNING EQUITY ( 1,550,681.17) TOTAL REVENUE 0.00 TOTAL EXPENSES 0.00 REVENUE OVER/(UNDER) EXPENSES 0.00 TOTAL EQUITY & OVER/(UNDER) ( 1,550,681.17) TOTAL LIABILITIES, EQUITY & OVER/(UNDER) 0.00 7-14-2008 1i:49 AM CITY OF WYLIE PACE: REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: JUNE 30TH, 2008 _. NYLI E ECONOMIC DEVEL CORP .:i'ANCIAL SUMMARY CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET 8 OF BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET REVENUE SUMMARY TAXES 1,300,000.00 99,523.00 0.00 706,917.39 0.00 593,082.61 54.38 INTEREST INCOME 9,000.00 1,177.85 0.00 7,637.51 0.00 1,362.49 84.86 MISCELLANEOUS INCOME 62,400.00 4,900.00 0.00 52,308.23 0.00 10,091.77 83.83 OTHER FINANCING SOURCES 0.00 0.00 0.00 488,750.00 0.00 ( 488,750.00) 0.00 TOTAL REVENUES 1,371,400.00 105,600.85 0.00 1,255,613.13 0.00 115,786.87 91.56 EXPENDITURE SUMMARY M3NT CORP WEDC 1,628,443.00 69,320.09 0.00 627,078.22 5,154.51 996,210.27 38.82 T000L EXPENDITURES 1,628,443.00 69,320.09 0.00 627,078.22 5,154.51 996,210.27 38.82 REVENUE OVER/(UNDER) EXPENDITURES ( 257,043.00) 36,280.76 0.00 628,534.91 ( 5,154.51) ( 880,423.40 242.52- 14--:008 11:49 AM CITY OF WYLIE PAGE: _ REVENUE AND EXPENSE REPORT - (UNAUDITED) AS OF: JUNE 30TH, 2008 111-WYLIE ECONOMIC DEVEL CORP REVENUES CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET % OF BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET TAXES 4000--40210 SALES TAX 1,300,000.00 99,523.00 0.00 706,917.39 0.00 593,082.61 54.38 TOTAL TAXES 1,300:000.00 99,523.00 0.00 706,917.39 0.00 593,082.61 54.38 INTEREST INCOME 4000-46050 CERTIFICATE OF DEPOSIT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 41)00-46110 ALLOCATED INTEREST EARNINGS 9,000.00 1,177.85 0.00 7,637.51 0.00 1,362.49 84.86 40 00-46!40 TEXPOOL INTEREST 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-46143 LOGIC INTEREST 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-46210 BANK MONEY MARKET INTEREST 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL INTEREST INCOME 9,000.00 1,177.85 0.00 7,637.51 0.00 1,362.49 84.86 MISCELLANEOUS INCOME 4000-48110 RENTAL INCOME 62,400.00 4,600.00 0.00 49,803.23 0.00 12,596.77 79.81 40000-48310 RECOVERY - PRIOR YEAR EXPEN 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4000-48410 MISC INCOME 0.00 300.00 0.00 2,505.00 0.00 ( 2,505.00) 0.00 4,200-48430 GAIN ON SALE OF PROPERTY 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL MISCELLANEOUS INCOME 62,400.00 4,900.00 0.00 52,308.23 0.00 10,091.77 83.83 USHER FINANCING SOURCES 49160 TRANSFER FROM GENERAL FUND 0.00 0.00 0.00 0.00 0.00 0.00 1.00 4300-49325 BANK NOTE PROCEEDS 0.00 0.00 0.00 488,750.00 0.00 ( 488,750.00) 0.00 TOTAL OTHER FINANCING SOURCES 0.00 0.00 0.00 488,750.00 0.00 ( 488,750.00) 0.00 ,:;TA.L REVENUES 1,371,400.00 105,600.85 0.00 1,255,613.13 0.00 115,786.87 91.56 7-14-2003 11,49 AM CITY OF WYLIE PAGE: 3 REVENUE AND EXPENSE REPORT - (UNAUDITED] AS OF: DUNE 30TH, 2008 .);-WYLIE ECONOMIC LEVEL CORP ELUPMENT _UPP-WEDC . ,?TMENTAL EXPENDITURES. CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET 6 OF BUDGET PERIOD PO ADJUST. ACTUAL ENCUMBRANCE BALANCE BUDGET PERSONNEL SERVICES _ .11-51110 SALARIES 170,922.00 17,990.97 0.00 116,871.69 0.00 54,050.31 68.38 .611-51130 OVERTIME 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51140 LONGEVITY PAY 680.00 0.00 0.00 676.00 0.00 4.00 99.41 5611-51145 SICK LEAVE BUYBACK 1,799.00 0.00 0.00 1,799.28 0.00 ( 0.28) 100.02 5611-51160 CERTIFICATION INCENTIVE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51170 PARAMEDIC INCENTIVE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-51210 CAR ALLOWANCE 9,100.00 1,107.72 0.00 6,715.50 0.00 2,384.50 73.80 -51220 PHONE ALLOWANCE 2,976.00 343.38 0.00 2,232.12 0.00 743.88 75.00 5611-51230 CLOTHING ALLOWANCE 0.00 0.00 0.00 0.00 0.00 0.00 0.00 _- .1.310 TMRS 16,609.00 1,214.48 0.00 11,236.32 0.00 5,372.68 67.65 61 1-51410 HOSPITAL & LIFE INSURANCE 14,955.00 1,523.96 0.00 15,196.08 0.00 241.08) 131.61 5 ;11-51420 LONG-TERM DISABILITY 974.00 73.62 0.00 368.10 0.00 605.90 37.79 51440 FICA 10,990.00 780.76 0.00 5,566.21 0.00 5,423.79 50.65 _. .... :'_450 MEDICARE 2,679.00 182.59 0.00 1,713.26 0.00 965.74 63.95 6611-551470 WORKERS COMP PREMIUM 548.00 0.00 0.00 548.00 0.00 0.00 100.00 56 51480 UNEMPLOYMENT COMP (TWC) 540.00 0.00 0.00 198.00 0.00 342.00 36.67 TOTAL PERSONNEL SERVICES 232,772.00 23,217.48 0.00 163,120.56 0.00 69,651.44 70.08 SUPPLIES - -52010 OFFICE SUPPLIES 15,000.00 176.69 0.00 4,319.82 184.22 10,495.96 30.03 5611-52040 POSTAGE 2,220.00 32.00 0.00 573.91 5.38 1,640.71 26.09 5611-52130 TOOLS & EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 5611-52810 FOOD SUPPLIES 6,300.00 0.00 0.00 4,634.40 76.57 1,589.03 74.78 -52990 OTHER. 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL SUPPLIES 23,520.00 208.69 0.00 9,523.13 266.17 13,725.70 41.64 M,),15ERIALS FOR MAT NTENANC 11-546.30 TOOLS & EQUIPMENT 0.00 0.00 0.00 0.00 0.00 0.00 0.00 :611-54810 COMPUTER HARD/SOFTWARE 3,000.00 0.00 0.00 1,412.95 0.00 1,587.05 47.10 54990 OTHER 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL MATERIALS FOR. MAINTENANC 3,000.00 0.00 0.00 1,412.95 0.00 1,587.05 47.10 CONTRACTUAL SERVICES 5511-56030 INCENTIVES 254,155.00 0.00 0.00 9,450.00 0.00 244,705.00 3.72 .,11-56040 SPECIAL SERVICES 39,471.00 1,180.00 0.00 25,410.25 2,244.80 11,815.95 70.06 -511-5,8080 ADVERTISING 35,000.00 2,023.00 0.00 32,618.87 0.00 2,331.13 93.20 56090 COMMUNITY DEVELOPMENT 53,291.00 2,150.00 0.00 35,628.83 0.00 17,662.17 66.86 5611-56110 COMMUNICATIONS 4,450.00 227.79 0.00 2,232.36 0.00 2,217.64 50.17 5611-56180 RENTAL 17,600.00 1,125.06 0.00 12,825.13 319.34 4,455.53 74.68 511-56210 TRAVEL AND TRAINING 29,128.00 0.00 0.00 8,873.61 1,987.83 18,266.56 37.29 5611-56250 DUES & SUBSCRIPTIONS 6,280.00 0.00 0.00 3,387.95 100.00 2,792.05 55.54 5611-56310 INSURANCE 2,500.00 0.00 0.00 303.00 0.00 2,197.00 12.12 0511-56510 AUDIT AND LEGAL SERVICES 22,560.00 1,272.75 0.00 17,638.61 0.00 4,921.39 72.19 56570 ENGINEERING - ARCHITECT SVC 28,000.00 416.25 0.00 6,032.25 0.00 21,967.75 21.54 c11 ,110 UTILITIES - ELECTRIC 4,000.00 309.92 0.00 2,474.39 9.13 1,516.48 62.09 T)2,71AL, CONTRACTUAL SERVICES 496,435.00 8,704.77 0.00 156,875.25 4,661.10 334,898.55 32.54 14 2008 11.49 AM CITY OF WYLIE PAGE: 4 REVENUE AND EXPENSE REPORT - (UNAUDITED: AS OF: DUNE 30TH, 2008 ill-WYLIE ECONOMIC REVEL CORP D.VELOPMEN". CORP-REDO DEPARTMENTAL EXPENDITURES CURRENT CURRENT PRIOR YEAR Y-T-D Y-T-D BUDGET % OF BUDGET PERIOD PC ADJUST. ACTUAL ENCUMBRANCE BALANCE' BUDGET DEB`:' SERVICE & CAP. REAL 5611-57110 DEBT SERVICE 297,198.00 26,075.19 0.00 219,632.85 0.00 77,565.15 73.90 5611-57710 BAD DEBT EXPENSE 0.00 0.00 0.00 16.52 0.00 ( 16.52) 0.00 TOTAL DEBT SERVICE & CAP. REPL 297,198.00 26,075.19 0.00 219,649.37 0.00 77,548.63 73.91 CAPITAL OUTLAY 58110 LAND 481,250.00 4,300.00 0.00 165,782.17 0.00 315,467.83 34.45 E.,11-58120 DEVELOPMENT FEES 0.00 0.00 0.00 0.00 0.00 0.00 0.00 _611-58210 STREETS & ALLEYS 0.00 0.00 0.00 0.00 0.00 0.00 0.00 611-588:0 COMPUTER HARD/SOFTWARE 1,500.00 0.00 0.00 1,123.61 227.24 149.15 90.06 _011-58830 FURNITURE & FIXTURES 6,000.00 0.00 0.00 5,524.26 0.00 475.74 92.07 ,-._ =.,995 CONTRA CAPITAL OUTLAY 0.00 0.00 0.00 ( 162,263.72:, 0.00 162,263.72 0.00 TOTAL CAPITAL OUTLAY 488,750.00 4,300.00 0.00 10,166.32 227.24 478,356.44 2.13 TIMER FINANCING (USES) 2 )1-59111 TRANSFER TO GENERAL FUND 86,768.00 6,813.96 0.00 66,325.64 0.00 20,442.36 76.44 ..-573.f PROJECT ACCOUNTING 0.00 0.00 0.00 0.00 0.00 0.00 0.00 TOTAL OTHER FINANCING (USES) 86,768.00 6,813.96 0.00 66,325.64 0.00 20,442.36 76.44 TOTAL DEVELOPMENT CCRP-WEDC 1,628,443.00 69,320.09 0.00 627,078.22 5,154.51 996,210.27 38.82 TOTAL EXPENDITURES 1,628,443.00 69,320.09 0.00 627,078.22 5,154.51 996,210.27 38.82 REVENUE OVER (UNDER) EXPENDITURES ( 257,043.00) 36,280.76 0.00 628,534.91 ( 5,154.51) ( 880,423.40) 242.52- ,E END OE REPORT *" Wylie Economic Development Corporation Balance Sheet Subledger June 30, 2008 Inventory-Land Address Acreage Improvements(sq.ft.) Cost Basis McMasters 709 Cooper 0.48 n/a 202,045.00 Heath 706 Cooper 0.46 3,625 186,934.22 Perry 707 Cooper 0.491 n/a 200,224.00 Bowland/Anderson Cooper Dr. 0.372 n/a 106,418.50 Hughes 211 -212 Industrial 0.74 10,000 420,361.21 R.O.W. 0.18 41,585.26 Prime Kuts 207 Industrial 0.20 4,550 229,284.00 R.O.W. 0.11 n/a 77,380.45 Cazad 210 Industrial 0.27 3,900 200,781.55 Ferrell 2806 F.M. 544 1.09 n/a 239,372.00 Sale of R.O.W. -0.09 -20,094.48 Premier Plaza Martinez Lane 25.00 n/a 639,000.00 Sale to Savage -3.87 -98,917.20 Premier Industrial Park Hensley 3.2 n/a 155,000.00 Total 28.62 2,579,374.51 *A Journal entry was made by auditors to adjust the cost of the Hughes land by$4,638.79. This amount was for taxes owed and therefore not part of the land value. Wylie Economic Development Corporation Balance Sheet Sub ledger June 30, 2008 Notes Payable Payment Principal Interest Principal Balance May 31, 2008 $1,548,596.49 June Inwood(#32 of 120) $10,437.84 $7,319.77 3,118.07 $644,139.36 Birmingham(#52 of 60) 5,741.48 5,448.66 292.82 44,748.95 Hughes(#23 of 120) 3,774.70 2,315.30 1,459.39 289,563.28 City of Wylie(#12 of 24) 6,813.96 6,441.50 372.46 79,510.16 Prime Kuts (#8 of 120) 2,539.59 1,445.44 1,094.17 217,385.86 Bowland(#8 of 60) 773.31 593.68 179.63 35,332.43 Anderson(#8 of 60) 773.31 593.68 179.63 35,332.43 CapitalOne(#3 of 120) 2,034.96 1,075.35 959.61 177,350.64 June 30, 2008 $1,523,363.11 WYLIE ECONOMIC DEVELOPMENT CORPORATION SALES TAX REVENUE FOR THE MONTH OF JUNE 2008 MONTH WEDC WEDC WEDC DIFF % DIFF 2006 2007 2008 07 VS 08 07 VS 08 DECEMBER $74,957 $82,910 $82,384 -$526 -0.70% JANUARY 74,764 86,614 89,898 3,284 4.39% FEBRUARY 110,794 121,615 132,441 10,826 9.77% MARCH 88,544 83,172 86,460 3,287 3.71 APRIL 67,714 81,377 86,004 4,627 6.83% MAY 113,042 124,616 130,208 5,592 4.95% JUNE 86,454 86,779 99,523 12,744 14.74% JULY 89,148 90,996 AUGUST 122,188 114,655 SEPTEMBER 69,876 99,715 OCTOBER 78,861 91,185 NOVEMBER 122,383 124,515 Sub-Total $1,098,726 $1,188,149 $706,918 $39,835 5.97% AUDIT ADJ TOTAL $1,098,726 $1,188,149 $706,918 $39,835 5.97% WEDC SALES TAX ANALYSIS $140,000 $120,000 .' $100,000 4 Olt MP 4 $80,000 kiiJi!1Ii $60,000 a F'!.41 - 4 ,.2008 „,;'''t. m ,,,- il,,,,, il " $ I¢ 49 pit i.. s $0 iiiL I t Ii Ii L 11114111111/ 43 c, cc; U d (6 '2 7 1 E 2 m Q 2 '2,, .-' m E 2 E a) al -inQ a- U m LI -) ti ca. 0 'o 0 0 Z Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: 1 Department: Finance Department (City Secretary's Use Only) Prepared By: Larry Williamson Account Code: Date Prepared: June 16, 2008 Budgeted Amount: $50,000 Exhibits: Form of Contract Subject Consider, and act upon, authorizing the City Manager to execute a contract for audit services with Weaver and Tidwell L.L.P. for Fiscal Year 2007-2008. Recommendation Motion authorizing the City Manager to execute a contract for audit services with Weaver and Tidwell L.L.P. for Fiscal Year 2007-2008. Discussion The audit involves the examination of the City's general-purpose financial statements in order to provide reasonable assurance that the City's financial condition is accurately stated. The audit also addresses the City's internal control structure and compliance with various policies, laws and regulations. One of the products of the audit is the Comprehensive Annual Financial Report (CAFR).The purpose of the CAFR is to provide the City Council, management, staff, bond rating agencies, and the public a detailed source of information reflecting the City's financial condition. While the CAFR includes an Introductory, Financial and Statistical section, the "Independent Auditors Report" is a statement of opinion regarding only the financial section of the CAFR. The City is required to engage an outside auditor annually per the City's Charter. Rotation of outside auditors is considered good business practice and is recommended in the City's Financial Management Policies Manual. The firm of Rutledge Crain and Company, PC has acted as the City's outside auditor for the past 5 Years. In looking for an auditing firm to replace Rutledge Crain and Company, PC, a number of criteria were established. First, there was the desire to use a bigger firm. With the greater resources that a large firm would command, we hoped that we could get the audit finished much earlier than we have in the past and get a more detailed look at the City's overall internal controls and policies. Secondly, we have a couple of large pronouncements from the Governmental Accounting Standards Board (GASB) this year that will need some special attention. Page 1 of 2 Page 2 of 2 When staff began the process to request proposals, it was determined that there are a limited number of firms which perform Governmental Auditing work. Staff contacted the City's financial analyst David Medanich of First Southwest, who recommended Weaver and Tidwell out of Fort Worth. Staff contacted Weaver and Tidwell and interviewed Jerry Gaither, one of their partners. Their client list includes Addison, McKinney, Grand Prairie and Frisco to name a few. The firm has 60 employees and specializes in Governmental accounting. This firm met all of the City's criteria. Staff recommends them to serve as our outside auditors for FY 2007-2008. The cost of the audit for Fiscal Year 2007-2008 will not exceed $50,000 unless unanticipated circumstances require additional work. This is an increase of $18,000 over our previous auditors. Attached is the form of contract that is being submitted for your approval. Approved By Initial Date Department Director LW 6/16/08 ,} City Manager it O l -11( i ()7a June 17, 2008 WEAVER TIDWELL L.L.P. City of Wylie, TX 2000 State Highway 78 North, CERTIFIED PUBLIC ACCOUNTANTS Wylie, Texas 75098 AND CONSULTANTS We are pleased to confirm our understanding of the services we are to provide City of Wylie for the year ended September 30, 2008. We will audit the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information, which collectively comprise the basic financial statements of City of Wylie as of and for the year ended September 30, 2008. The following Required Supplementary Information (RSI) is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1) Management's Discussion and Analysis. 2) Budgetary Comparison Schedule—General Fund These limited procedures will consist principally of inquiries of management regarding the methods of measurement and presentation, which management is responsible for affirming to us in its representation letter. Unless we encounter problems with the presentation procedures relating to it, we will disclaim an opinion on it. Supplementary information other than RSI also accompanies City of Wylie's basic financial statements. The combining and individual fund financial statements and schedules will be subjected to the auditing procedures applied in our audit of the basic financial statements and will provide an opinion on it in relation to the basic financial statements. Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles and to report on the fairness of the additional information referred to in the first paragraph when considered in 11�rr-tors/P1u:z1, relation to the basic financial statements taken as a whole. Our audit will be 12221 `'(en`""'` conducted in accordance with generallyaccepted auditingstandards established ut/r 1400 p Drdlzr, r,yen 75251-22S0 by the Auditing Standards Board (United States) and the standards for financial 9-2-190 1970 l 972702.E 321 W W W.WEAVE RAN DTIDWELL.COM AN INDEPENDENT MEMBER OF OFFICES IN BAKER TILLY INTERNATIONAL DALLAS FORT WORTH HOUSTON City of Wylie, TX June 17, 2008 Page 2 audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and will include tests of the accounting records of City of Wylie and other procedures we consider necessary to enable us to express such opinions. If our opinions on the financial statements are other than unqualified, we will fully discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or to issue a report as a result of this engagement. We will also provide a report (that does not include an opinion) on internal control related to the financial statements and compliance with laws, regulations, and the provisions of contracts or grant agreements, noncompliance with which could have a material effect on the financial statements as required by Government Auditing Standards. The report on internal control and compliance will include a statement that the report is intended solely for the information and use of management, the body or individuals charged with governance, others within the entity, and specific legislative or regulatory bodies and is not intended to be and should not be used by anyone other than these specified parties. If during our audit we become aware that City of Wylie is subject to an audit requirement that is not encompassed in the terms of this engagement, we will communicate to management and those charged with governance that an audit in accordance with U.S. generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards may not satisfy the relevant legal, regulatory, or contractual requirements. Management Responsibilities Management is responsible for the basic financial statements and all accompanying information as well as all representations contained therein. As part of the audit, we will prepare a draft of your financial statements and related notes. You are responsible for making all management decisions and performing all management functions relating to the financial statements and related notes and for accepting full responsibility for such decisions. You will be required to acknowledge in the management representation letter that you have reviewed and approved the financial statements and related notes prior to their issuance and have accepted responsibility for them. Further, you are required to designate an individual with suitable skill, knowledge, or experience to oversee any nonaudit services we provide and for evaluating the adequacy and results of those services and accepting responsibility for them. City of Wylie, TX June 17, 2008 Page 3 Management is responsible for establishing and maintaining internal controls, including monitoring ongoing activities; for the selection and application of accounting principles; and for the fair presentation in the financial statements of the respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented component units, each major fund, and the aggregate remaining fund information of the City of Wylie and the respective changes in financial position and cash flows, where applicable, in conformity with U.S. generally accepted accounting principles. Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. Your responsibilities include adjusting the financial statements to correct material misstatements and for confirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud or illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the entity complies with applicable laws, regulations, contracts, agreements, and grants for taking timely and appropriate steps to remedy any fraud, illegal acts, violations of contracts or grant agreements, or abuse that we may report. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous audits or other engagements or studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits or other engagements or studies. You are also responsible for providing management's views on our current findings, conclusions, and recommendations, as well as your planned corrective actions. City of Wylie, TX June 17, 2008 Page 4 Audit Procedures—General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. We will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because an audit is designed to provide reasonable, but not absolute assurance and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements may exist and not be detected by us. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements. However, we will inform you of any material errors and any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform you of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about the financial statements and related matters. Audit Procedures—Internal Controls Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the City of Wylie, TX June 17, 2008 Page 5 effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards and Government Auditing Standards. Audit Procedures—Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of City of Wylie's compliance with the provisions of applicable laws, regulations, contracts, agreements, and grants. However, the objective of our audit will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. Audit Administration, Fees, and Other We understand that your employees will prepare all schedules and confirmations we request and will locate any documents selected by us for testing. We will provide copies of our reports to City of Wylie; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection. The audit documentation for this engagement is the property of Weaver and Tidwell, L.L.P. and constitutes confidential information. However, pursuant to authority given by law or regulation, we may be requested to make certain audit documentation available to a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit City of Wylie, TX June 17, 2008 Page 6 documentation will be provided under the supervision of Weaver and Tidwell, L.L.P. personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release date or for any additional period requested by the City of Wylie. If we are aware that a federal awarding agency or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation. In the unlikely event that circumstances occur which we in our sole discretion believe could create a conflict with either the ethical standards of our firm or the ethical standards of our profession in continuing our engagement, we may suspend our services until a satisfactory resolution can be achieved or we may resign from the engagement. We will notify you of such conflict as soon as practicable, and will discuss with you any possible means of resolving them prior to suspending our services. We agree that any dispute between you and Weaver and Tidwell, L.L.P., relating to this engagement, this agreement, or the breach of it, shall if negotiations and other discussion fail, be first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules of the American Arbitration Association ("AAA") then in effect before resorting to arbitration. We agree to conduct the mediation in good faith and make reasonable efforts to resolve any dispute by mediation. Failure or refusal by either party to mediate shall not in any way affect any subsequent arbitration. We agree to conduct the mediation in Dallas, Texas, or another mutually agreed upon location. If the dispute is not resolved by mediation, the dispute shall be subject to binding arbitration under the Dispute Resolution Rules for Professional Accounting and Related Services Disputes of the AAA, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitration shall be heard before one or more arbitrators selected in accordance with these rules. The parties agree to conduct the arbitration in Dallas, Texas, or another mutually agreed upon location. The arbitrator may only award actual damages and may not award consequential, exemplary, or punitive damages. The prevailing party in any arbitration or litigation shall be entitled to recover from the other party reasonable attorney and expert witness fees, court costs, and the administrative costs, fees, and City of Wylie, TX June 17, 2008 Page 7 expenses of the AAA, as the case may be, incurred in the same, in addition to any other relief that may be awarded. Notwithstanding the provisions of the immediately preceding paragraph, neither we nor you shall be compelled to arbitrate any dispute between us which arises out of or is related to any claim asserted against either of us by a third party unless the third party (whether one or more) agrees to join the arbitration or can be compelled to join it. In the unlikely event that circumstances occur which we in our sole discretion believe could create a conflict with either the ethical standards of our firm or the ethical standards of our profession in continuing our engagement, we may suspend our services until a satisfactory resolution can be achieved or we may resign from the engagement. We will notify you of such conflict as soon as practicable, and will discuss with you any possible means of resolving them prior to suspending our services. We expect to begin our audit in early December 2008 and to issue our reports no later than January 31, 2008. Jerry Gaither is the engagement partner and is responsible for supervising the engagement and signing the report. Our fee for these services will be at our standard hourly rates plus out-of-pocket costs (such as report reproduction, word processing, postage, travel, copies, telephone, etc.) except that we agree that our gross fee, including expenses, will not exceed $50,000. Our standard hourly rates vary according to the degree of responsibility involved and the experience level of the personnel assigned to your audit. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes 90 days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report. You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. City of Wylie, TX June 17, 2008 Page 8 Our fee is based upon the complexity of the work to be performed and the tasks required. Fees for our services are due upon receipt of our invoice. For bills not paid within 60-days of the billing date, a late charge will be added to the outstanding balance. The late charge will be calculated using the then current "prime rate" charge commercial customers by Bank of America, up to maximum annual percentage rate of 10%. Government Auditing Standards require that we provide you with a copy of our most recent external peer review report and any letter of comment, and any subsequent peer review reports and letters of comment received during the period of the contract. Our 2007 peer review report accompanies this letter. We appreciate the opportunity to be of service to City of Wylie and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the enclosed copy and return it to us. Very truly yours, .G(A..—. gr----,-2 .-t-df‘77-4‘::2 WEAVER AND TIDWELL, L.L.P. RESPONSE: This letter correctly sets forth the understanding of City of Wylie. Officer signature Title Date Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: 2 Department: Finance (City Secretary's Use Only) Prepared By: Larry Williamson Account Code: Date Prepared: July 8, 2008 Budgeted Amount: Ordinance, Paying Agent Exhibits: Agreement, Time Table Subject Consider, and act upon, Ordinance No. 2008-35 authorizing the issuance of City of Wylie, Texas Combination Tax and Revenue Certificates of Obligation, Series 2008; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the operation of the City's Waterworks and Sewer System; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and execution of a Paying Agent/Registrar Agreement and the approval and distribution of an Official Statement; and providing an effective date. Recommendation Motion to approve Ordinance No. 2008-35 authorizing the issuance of City of Wylie, Texas Combination Tax and Revenue Certificates of Obligation, Series 2008; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the operation of the City's Waterworks and Sewer System; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and execution of a Paying Agent/Registrar Agreement and the approval and distribution of an Official Statement; and providing an effective date. Discussion The city has solicited completive bids for $15,000,000 "City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2008". Bids will be opened on July 22, 2008 at 11:00 am. The winning bidder will be selected based on the lowest true interest cost to the City and the winning bidder will be recommended to Council. The proceeds of these Certificates will be used to complete funding on the City's new Library, City Hall, and Recreation Center. Approved By Initial Date Department Director LW 7/8/08 City Manager (I( i.) /OK Page 1 of 1 • • etty of Wylie City of Wylie, Texas General Obligation Bonds, Series 2008 Combination Tax and Revenue Certificates of Obligation, Series 2008 Projected Schedule of Events Jun-08 Jul-08 Aug-08 SMTWTF S SMTWT F S SMTWT F S 1 2 , 3 4 5 6 7 1 2 3 4 5 1 1 2 8 9 F 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 7 8 9 15, 16 17 18 19 20I21 13 14 15 16I 17 18 19 10 11 12 13 14 15 16 22 23 24 25 26 27 28 20 21 22 23 24 25 26 17 18 19 20 21 22 23 3 I 29 30 27 28 29 30 31I 244 2 25 26 27 28 29 30 Complete By Day Event 10-Jun-08 Tuesday City Council passes resolution authorizing Notice of Intent Publication for Certificates of Obligation TBD First Publication of Notice of Intent to Issue Certificates no later than June 2I, 2008 16-Jun-08 Monday Financial Advisor will provide initial draft of Preliminary Official Statement to City and Bond Counsel for comments and modifications TBD Second Publication of Notice of Intent to Issue Certificates exactly 7 days after publication of 1st Notice 27-Jun-08 Friday Finalize Official Statement and send to credit rating agencies and municipal bond insurers 10-Jul-08 Thursday Distribute Preliminary Official Statement electronically to potential purchasers 17-Jul-08 Thursday Receive credit ratings 22-Jul-08 Tuesday The Bonds and Certificates Sale: Council award bids and adopts Ordinances 28-Jul-08 Monday Finalize Official Statement 26-Aug-08 Tuesday Closings and Delivery of Funds to the City First Southwest Company ORDINANCE NO. 2008-35 AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF WYLIE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2008"; SPECIFYING THE TERMS AND FEATURES OF SAID CERTIFICATES; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES OF OBLIGATION BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND A LIMITED PLEDGE OF THE NET REVENUES FROM THE OPERATION OF THE CITY'S WATERWORKS AND SEWER SYSTEM; AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of$15,000,000 for the purpose of paying contractual obligations to be incurred for the construction of public works, to wit: (i) the construction, improvement and equipment of park and recreational facilities for new Recreation Center/Park Administration facilities, (ii) the construction, improvement and equipment of City Hall facilities, and (iii)the construction, improvement and equipment of municipal library facilities, and to pay contractual obligations for professional services rendered in relation to such projects and the financing thereof; has been duly published in The Wylie News on June 18, 2008 and June 25, 2008, the date of the first publication of such notice being not less than thirty-one (31) days prior to the tentative date stated therein for the adoption of the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition protesting the issuance of the certificates of obligation and bearing valid petition signatures of at least 5% of the qualified electors of the City, has been presented to or filed with the Mayor, City Secretary or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds and determines that the certificates of obligation described in the aforesaid notice should be issued and sold at this time in the amount and manner as hereinafter provided; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: Authorization — Designation — Principal Amount — Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $15,000,000, to be designated and bear the title "CITY OF WYLIE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2008" (hereinafter referred to as the "Certificates"), for the purpose of paying contractual obligations to be incurred for the construction of public works, to wit: (i) the 80235687.4/10805713 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation construction, improvement and equipment of park and recreational facilities for new Recreation Center/Park Administration facilities, (ii) the construction, improvement and equipment of City Hall facilities, and (iii) the construction, improvement and equipment of municipal library facilities, and to pay contractual obligations for professional services rendered in relation to such projects and the financing thereof; pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended. SECTION 2: Fully Registered Obligations - Authorized Denominations-Stated Maturities-Date. The Certificates are issuable in fully registered form only; shall be dated July 15, 2008 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof(within a Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rates in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate(s) 2009 $ 405,000 2010 485,000 2011 510,000 2012 530,000 2013 560,000 2014 585,000 2015 615,000 2016 645,000 2017 675,000 2018 710,000 2019 740,000 2020 780,000 2021 815,000 2022 855,000 2023 900,000 2024 940,000 2025 990,000 2026 1,035,000 2027 1,085,000 2028 1,140,000 The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rates per annum shown above in this Section (calculated on the basis of a 360-day 80235687.4/10805713 2 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation year of twelve 30-day months), and such interest shall be payable on February 15 and August 15 of each year, commencing February 15, 2009. SECTION 3: Terms of Payment-Paying Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption, or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Certificates (the "Security Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities or the redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices initially in Dallas, Texas, or, with respect to a successor Paying Agent/Registrar, at the designated offices of such successor (the "Designated Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders whose names appear in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar(i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, 80235687 4/10805713 3 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a 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. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 2019 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, 2018, or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. 80235687.4/10805713 4 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor; provided moneys sufficient for the payment of such Certificate (or the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar. SECTION 5: Registration - Transfer - Exchange of Certificates-Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate (other than the Initial Certificate(s) authorized in Section 8 hereof) for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holders, Certificates (other than the Initial Certificate authorized in Section 8 hereof) may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. 80235687.4/10805713 5 Ordinance No. 2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 19 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION 6: Book-Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of "Book-Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (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 Certificates shall be deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or 80235687.4/10805713 6 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book-entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof SECTION 7: Execution- Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in V.T.C.A., Government Code, Chapter 1201, as amended. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9(c), manually executed by the Comptroller of Public Accounts of the State of Texas, or his or her duly authorized agent, or a certificate of registration substantially in the form provided in Section 9(d), manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either (i) as a single fully registered certificate in the total principal amount stated in Section 1 hereof with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as multiple fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof The Initial Certificate(s) shall be the Certificates 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). 80235687.4/10805713 7 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. (a) Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, or any maturities thereof, are purchased with bond insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. (b) Form of Certificates. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2008 Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: July 15, 2008 % February 15, 20_ 80235687.4110805713 8 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation Registered Owner: Principal Amount: DOLLARS The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Collin, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the interest payment date next preceding the "Registration Date" of this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest payment date, in which case it shall bear interest from such date, or unless the "Registration Date" of this Certificate is prior to the initial interest payment date, in which case it shall bear interest from the Certificate Date) at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2009. Principal of this Certificate is payable at its Stated Maturity or 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 Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the principal amount hereof may be accomplished without presentation and surrender of this Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. 80235687.4/10805713 9 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation This Certificate is one of the series specified in its title issued in the aggregate principal amount of $15,000,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for the construction of public works, to wit: (i) the construction, improvement and equipment of park and recreational facilities for new Recreation Center/Park Administration facilities, (ii) the construction, improvement and equipment of City Hall facilities, and (iii) the construction, improvement and equipment of municipal library facilities, and to pay contractual obligations for professional services rendered in relation to such projects and the financing thereof; under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). The Certificates having Stated Maturities on and after February 15, 2019, 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, 2018, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to a redemption date, the City shall cause a written notice of such redemption to be sent by United States Mail, first class postage prepaid, to the registered owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate (or the portion of its principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If a Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Certificate to an assignee of the registered owner within 45 days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. 80235687.4/10805713 10 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and from a limited pledge of the Net Revenues (as defined in the Ordinance) of the City's combined Waterworks and Sanitary Sewer System (the "System"), such pledge of the Net Revenues for the payment of the Certificates being limited to an amount of$1,000 and, together with a parity pledge securing the payment of the Previously Issued Certificates, being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of"Prior Lien Obligations" (as defined in the Ordinance) now outstanding and hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any applicable terms, conditions or restrictions under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the Holder by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the Net Revenues pledged to the payment of the principal of and interest on the Certificates; the nature and extent and manner of enforcement of the pledge; the terms and conditions relating to the transfer or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the pledges, charges and covenants made therein may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its 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 80235687.4/10805713 1 1 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation 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. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate 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 Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF WYLIE, TEXAS Eric Hogue, Mayor COUNTERSIGNED: Carole Ehrlich, City Secretary (Seal) 80235687.4/10805713 12 Ordinance No. 2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation (c) Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER ) ) OF PUBLIC ACCOUNTS ) REGISTER NO. ) THE STATE OF TEXAS ) I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this . Comptroller of Public Accounts of the State of Texas (SEAL) (d) Form of Certificate of Paying Agent/Registrar to appear on Definitive Certificates only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within-mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated office of the Paying Agent/Registrar located in Dallas, Texas, is the "Designated Payment/Transfer Office" for this Certificate. THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Dallas, Texas, as Paying Agent/Registrar 80235687.4/10805713 13 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears Signature guaranteed: on the face of the within Certificate in every particular. 80235687.4/10805713 14 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation (f) The Initial Certificate(s) shall be in the form set forth in paragraph (b) of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: REGISTERED REGISTERED NO. T-1 $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2008 Certificate Date: July 15, 2008 Registered Owner: Principal Amount: DOLLARS The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Collin, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of 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: PRINCIPAL INTEREST YEAR INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). (or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid principal amounts hereof from the interest payment date next preceding the "Registration Date" of this Certificate appearing below (unless this Certificate bears a "Registration Date" as of an interest payment date, in which case it shall bear interest from such date, or unless the "Registration Date" of this Certificate is prior to the initial interest payment date, in which case it shall bear interest from the Certificate Date) at the per annum rate(s) of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 2009. Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas 80235687.4/10805713 15 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation (the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in Dallas, Texas (the "Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: (a) The term "Certificates" shall mean the "CITY OF WYLIE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2008" authorized by this Ordinance. (b) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (c) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date annual ad valorem taxes levied each year by the City become delinquent. (d) The term "Fiscal Year" shall mean the twelve month accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City. (e) The term "Government Securities" shall mean (i) direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an 80235687.4/10805713 16 Ordinance No. 2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation agency or instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency or instrumentality and on the date of their acquisition or purchase by the City are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (f) The term "Gross Revenues" shall mean all income, receipts and revenues of every nature derived or received from the operation and ownership (excluding refundable meter deposits, restricted gifts and grants in aid of construction) of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the payment and security of the Prior Lien Obligations and other obligations payable solely from and secured only by a lien on and pledge of the Net Revenues. (g) The term "Maintenance and Operating Expenses" shall mean all current expenses of operating and maintaining the System, including all salaries, labor, materials, repairs and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary to maintain the operations and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition which would otherwise impair obligations payable from Net Revenues shall be deducted in determining "Net Revenues". Depreciation charges shall not be considered Maintenance and Operating Expenses. Maintenance and Operating Expenses shall include payments under contracts for the purchase of water supply, treatment of sewage or other materials, goods or services for the System to the extent authorized by law and the provisions of such contract. (h) The term "Net Revenues" shall mean Gross Revenues of the System, with respect to any period, after deducting the System's Maintenance and Operating Expenses during such period. (i) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates deemed to be duly paid by the City in accordance with the provisions of Section 20 hereof; and 80235687.4/10805713 17 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation (3) those mutilated, destroyed, lost, or stolen Certificates which have been replaced with Certificates registered and delivered in lieu thereof as provided in Section 19 hereof. (j) The term "Previously Issued Certificates" shall mean the outstanding "City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2005", dated January 1, 2005, "City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2007", dated March 15, 2007 and "City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2007B", dated December 1, 2007. (k) The term "Prior Lien Obligations" shall mean (i) the outstanding and unpaid (1) "City of Wylie, Texas Waterworks and Sewer System Revenue Bonds, Series 1999", dated September 1, 1999, and originally issued in the aggregate principal amount of $1,380,000, (2) "City of Wylie, Texas, Waterworks and Sewer System Revenue Bonds, Series 2000", dated August 15, 2000, and originally issued in the aggregate principal amount of $1,720,000, and (3) "City of Wylie, Texas, Waterworks and Sewer System Revenue Bonds, Series 2002", dated September 15, 2002, and originally issued in the aggregate principal amount of$1,150,000 and (ii) obligations hereafter issued which by the terms of the authorizing ordinance are made payable from and secured by a lien on and pledge of the Net Revenues of the System ranking prior and superior to the lien and pledge securing the payment of the Previously Issued Certificates and the Certificates. (1) The term "System" shall mean all properties, facilities and plants currently owned, operated and maintained by the City for the supply, treatment, transmission and distribution of treated potable water and the collection, treatment and disposal of water carried wastes, together with all future extensions, improvements, replacements and additions thereto; provided, however, that notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term "System" shall not mean to include facilities of any kind which are declared not to be a part of the System and which are acquired or constructed by or on behalf of the City with the proceeds from the issuance of"Special Facilities Bonds", which are hereby defined as being special revenue obligations of the City which are not bonds but which are payable from and secured by other liens on and pledges of any revenues, sources or payments, not pledged to the payment of the bonds including, but not limited to, special contract revenues or payments received from any other legal entity in connection with such facilities. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby created a special account or fund on the books and records of the City known as the "SPECIAL SERIES 2008 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND", and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. The Mayor, Mayor Pro Tem, City Manager, Finance Director, and City Secretary of the City, individually or collectively, are 80235687.4/10805713 18 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter 2256) relating to the investment of"bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Levy. To provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied, for the current year and each succeeding year thereafter while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in said City, within the limitations prescribed by law, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and 80235687.4/10805713 19 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation (b) adding thereto the amount of the Net Revenues of the System appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Net Revenues of the System, and any other lawfully available revenues which are appropriated and to be set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (1) and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment and security of Prior Lien Obligations, the Net Revenues of the System in an aggregate amount not to exceed $1,000 are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates, and the limited pledge of$1,000 of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and shall be on an parity in all respects with the lien on the Net Revenues securing the payment of the Previously Issued Certificates until such time as the City shall pay all of such $1,000 after which time the pledge shall cease hereof. Furthermore, such lien on and pledge of the Net Revenues securing the payment of the Certificates shall be valid and binding and fully perfected from and after the date of adoption of this Ordinance without physical delivery or transfer or transfer of control of the Net Revenues, the filing of this Ordinance or any other act; all as provided in Chapter 1208 of the Texas Government Code. Section 1208, Texas Government Code, applies to the issuance of the Certificates and the pledge of the Net Revenues of the System granted by the City under this Section 13, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while the Certificates are Outstanding such that the pledge of the Net Revenues of the System granted by the City under this Section 13 is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the Certificates the perfection of the security interest in said pledge, the City agrees to take such measures as it 80235687.4/10805713 20 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. SECTION 14: System Fund. The City hereby covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of Prior Lien Obligations) shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the "Water and Sewer System Fund" (hereinafter called the "System Fund"). All moneys deposited to the credit of the System Fund shall be allocated, appropriated and budgeted to the extent required for the following purposes and in the order of priority shown, to wit: FIRST: To the payment of all necessary and reasonable Maintenance and Operating Expenses as defined herein or required by statute to be a first charge on and claim against the Gross Revenues thereof. SECOND: To the payment of all amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations. THIRD: Equally and ratably, to the payment of the limited amounts pledged to the payment of the Previously Issued Certificates and the Certificates. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Special Covenants. The City hereby further covenants as follows: (a) It has the lawful power to pledge the Net Revenues of the System to the payment of the Certificates in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing under V.T.C.A, Government Code, Sections 1502.56 and 1502.58 and V.T.C.A., Local Government Code, Sections 271.041, et seq. 80235687.4/10805713 21 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation (b) Other than for the payment of the outstanding Prior Lien Obligations, the Previously Issued Certificates and the Certificates, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. SECTION 17: Issuance of Prior Lien Obligations and Additional Parity Obligations. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise, and such Prior Lien Obligations hereafter issued may be payable, in whole or in part, from the Net Revenues (without impairment of the obligation of contract with the Holders of the Certificates) upon such terms and secured in such manner as the City Council may determine. Additionally, the City reserves the right without any limitations or restrictions to issue additional obligations payable (in whole or in part) from and secured by lien on and pledge of the Net Revenues of the System of equal rank and dignity with the lien on and pledge of such Net Revenues securing the payment of the Previously Issued Certificates and the Certificates. SECTION 18: Application of Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System, and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders of the Prior Lien Obligations. Notwithstanding the above, any change or modification affecting the application of revenues derived from the operation of the System shall not impair the obligation of contract with respect to the pledge of revenues herein made for the payment and security of the Certificates. SECTION 19: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated 80235687.4/10805713 22 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. SECTION 20: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Net Revenues of the System (to the extent such pledge of Net Revenues shall not have been discharged or terminated by prior payment of principal of or interest on the Certificates) and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such 80235687.4/10805713 23 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three (3) years after the Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 21: Ordinance a Contract -Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City while any Certificates remain Outstanding except as permitted in this Section and in Section 36 hereof. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, the redemption price or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 22: Covenants to Maintain Tax-Exempt Status. (a) Definitions. When used in this Section, the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. 80235687.4/10805713 24 Ordinance No. 2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation "Investment"has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. "Rebate Amount"has the meaning set forth in Section 1.148-1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Certificates has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and 80235687.4/10805713 25 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by Section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by Section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of Section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by Section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in Section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately 80235687.4/10805713 26 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in Section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States from the construction fund, other appropriate fund, or if permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the Certificate Fund, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the 80235687.4/10805713 27 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection(h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. (j) Elections. The City hereby directs and authorizes the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Finance Director and City Secretary, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 23: Sale of Certificates—Official Statement. (a) Pursuant to a public sale for the Certificates, the bid submitted by (herein referred to as the "Purchasers") is declared to be the best bid received producing the lowest true interest cost rate to the City, and the sale of the Certificates to said Purchasers at a price equal to the principal amount of the Certificates, plus a premium of $ and plus accrued interest to the date of delivery is hereby approved and confirmed. Delivery of the Certificates to the Purchasers shall occur upon payment being made therefor in accordance with the terms of sale. (b) The use of the Preliminary Official Statement in the offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects, and the City Council hereby finds that the information and data contained in said Preliminary Official Statement pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Finance Director, or City Secretary, individually or collectively), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated July 22, 2008, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually 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 Purchasers. SECTION 24: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest and premium, if any, received from the Purchasers, and the amount, if any, to be used to pay the costs of issuing the Certificates, shall be deposited in a fund maintained at a 80235687.4/10805713 28 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation depository bank of the City. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in any authorized investments in accordance with the provisions of V.T.C.A., Government Code, Chapter 2256, as amended, including guaranteed investment contracts permitted by V.T.C.A., Section 2256.015 et seq., and the City's investment policies and guidelines, and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest received from the Purchasers as well as any investment earnings remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. Any premium received from the Purchasers shall be deposited and applied in accordance with the applicable provisions of V.T.C.A., Government Code, Chapter 1201, as amended. Any surplus proceeds of sale may be deposited to the Certificate Fund. SECTION 25: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending the sale of the Certificates, the investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City Manager, Assistant City Manager, or Finance Director, individually or collectively, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be necessary for the approval of the Attorney General and their registration by the Comptroller of Public Accounts. In addition, such officials, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, are authorized and directed to make the necessary arrangements for the delivery of the Initial Certificate(s) to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 26: Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such 80235687.4/10805713 29 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation 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 27: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 28: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. An executed counterpart of said opinion shall accompany the global certificates deposited with The Depository Trust Company or a reproduction thereof shall be printed on the definitive Certificates in the event the book entry only system shall be discontinued. SECTION 29: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 30: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is intended to be and shall be for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 31: 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 32: 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. 80235687.4/10805713 30 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation SECTION 33: Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect the construction hereof SECTION 34: 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 35: 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 36: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 2008) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 23 of this Ordinance being the information described in Exhibit B hereto. Financial statements to be provided shall be (1)prepared in accordance with the accounting principles described in Exhibit B hereto and (2) 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 audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and 80235687.4/10805713 31 Ordinance No. 2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obiigation any SID with the financial information and operating data and will file the annual audit report, when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID 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 (including an official statement or other offering document, if it is available from the MSRB)that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults. 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 or events affecting the tax-exempt status of the Certificates; 7. Modifications to rights of holders of the Certificates; 8. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or 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) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City 80235687.4/10805713 3 2 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. Notwithstanding anything herein to the contrary, the provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting 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 underwriters to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided 80235687.4/10805713 33 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation in accordance with subsection (b) 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 37: 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 V.T.C.A., Government Code, Chapter 551, as amended. SECTION 38: Effective Date. This Ordinance shall take effect and be in full force from and after its adoption on the date shown below in accordance with V.T.C.A., Government Code, Section 1201.028. [remainder of page left blank intentionally] 80235687.4/10805713 34 Ordinance No.2008-35 Issuance of 2008 Combination Tax And Revenue Certificates of Obligation PASSED AND ADOPTED, this July 22, 2008. CITY OF WYLIE, TEXAS Mayor ATTEST: City Secretary (City Seal) 80235687.4/10805713 S-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 80235687.4/10805713 A-1 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of July 22, 2008 (this "Agreement"), by and between the City of Wylie, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, a national association duly organized and existing under the laws of the United States of America, (the"Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Wylie, Texas, Combination Tax and Revenue Certificates of Obligation, Series 2008" (the "Securities"), dated July 15, 2008, which Securities are scheduled to be delivered to the initial purchasers on or about August 26, 2008; 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 "Bond Resolution" (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"Bond Resolution". 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. 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 80235686.1/10805713 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 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. "Bank Office" means the offices of the Bank located in Dallas, Texas at the address appearing in Section 3.01 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Fiscal Year"means the fiscal year of the Issuer, ending September 30th "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, Mayor Pro Tem, City Manager, Finance Director, or City Secretary, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "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 Resolution). "Record Date" means the last business day of the month next preceding each interest payment date. "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 Bond Resolution. 80235686.1/10805713 2 "Responsible Officer"when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Securities" means the securities defined in the recital paragraphs herein. "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 Bond Resolution 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, 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 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: P. O. Box 2320, Dallas, Texas 75221-2320 or 2001 Bryan Street, 9th Floor, Dallas, Texas 75201,Attention: Operations. 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 Resolution). 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 fiduciary 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 at the dates specified in the Bond Resolution. 802356861/10805713 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 Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, 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. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities 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 80235686.1/10805713 4 Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, cancel and destroy, pursuant to the Securities and Exchange Act of 1934, 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 Bond Resolution, 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, or 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 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, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the 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. 80235686.1/10805713 5 (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality 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 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. 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-Fiduciary Account/Collateralization. A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder 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 fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. 80235686.1/10805713 6 The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, 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 paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank its directors, officers and employees, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where the administrative offices 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. Section 5.08. DTC Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 9. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 80235686.1/10805713 7 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. 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 6.08. Entire Agreement. This Agreement and the Bond Resolution 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 Bond Resolution, the Bond Resolution shall govern. Section 6.09. 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 6.10. 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 given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. The resigning Paying Agent/Registrar may petition any court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty(60) days after the giving of such notice of resignation. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with 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 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 80235686.1/10805713 8 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., Dallas, Texas BY Title: Address: 2001 Bryan Street, 8th Floor Attest: Dallas, Texas 75201 Title: CITY OF WYLIE, TEXAS BY Mayor Attest: Address: 2000 Highway 78 North Wylie, Texas 75098 City Secretary 80235686.1/10805713 5-1 EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION AND OPERATING DATA The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The financial statements of the City appended to the Official Statement as Appendix B for the most recently concluded fiscal year. 2. The information in the Official Statement contained in Tables 1 through 6 and 8 through 15. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 above. 80235687.4/10805713 B-1 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: 3 Department: Finance (City Secretary's Use Only) Prepared By: Larry Williamson Account Code: Date Prepared: July 8, 2008 Budgeted Amount: Ordinance, Paying Agent Exhibits: Agreement, Time Table Subject Consider, and act upon, Ordinance No. 2008-36 authorizing the issuance of City of Wylie, Texas, General Obligation Bonds, Series 2008; 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. Recommendation Motion to approve Ordinance No. 2008-36 authorizing the issuance of City of Wylie, Texas, General Obligation Bonds, Series 2008; 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. Discussion The city has solicited completive bid for $38,625,000 City of Wylie, Texas General Obligation Bonds, Series 2008. Bids will be opened on July 22, 2008 at 11:00 am. The winning bidder will be selected based on the lowest true interest cost to the City and the winning bidder will be recommended to Council. The proceeds of this bond sale will be used to fund construction of Projects approved by the voters on November 8, 2005. Those Projects are: Streets $19,180,000 Sidewalks 250,000 Community Park 1,495,000 Recreation Center 9,600,000 City Hall 8,100,000 Total $ 38,625,000 Approved By Initial Date Department Director LW 7/8/08 City Manager Page 1 of 1 City of Wylie City of Wylie, Texas General Obligation Bonds, Series 2008 Combination Tax and Revenue Certificates of Obligation, Series 2008 Projected Schedule of Events Jun-08 Jul-08 Aug-08 SMTWT F S SMTWT F S SMTWT F S 1 2 3 4j 5 6 7 I 1 2 I 3 4 5 1 2 15 9 1011 12 13 14 6 7 8 9 10 11 12 3 4 5 6 7 8 9 8 16 17 18 19 20 21 13 14 15 16' 17 18 19 10 11 112 13 i 14 15 16 22 23 24 2 28 20 21 22 23 24 25 26 17 18 19 20 21 22 '23 29 30 - -_ 5 26 27 27 229 30 31 24 25 26 I 27 28 29 30 Complete By Day Event 10-Jun-08 Tuesday City Council passes resolution authorizing Notice of Intent Publication for Certificates of Obligation TBD First Publication of Notice of Intent to Issue Certificates no later than June 21,2008 16-Jun-08 Monday Financial Advisor will provide initial draft of Preliminary Official Statement to City and Bond Counsel for comments and modifications TBD Second Publication of Notice of Intent to Issue Certificates exactly 7 days after publication of 1st Notice 27-Jun-08 Friday Finalize Official Statement and send to credit rating agencies and municipal bond insurers 10-Jul-08 Thursday Distribute Preliminary Official Statement electronically to potential purchasers 17-Jul-08 Thursday Receive credit ratings 22-Jul-08 Tuesday The Bonds and Certificates Sale: Council award bids and adopts Ordinances 28-Jul-08 Monday Finalize Official Statement 26-Aug-08 Tuesday Closings and Delivery of Funds to the City First Southwest Company ORDINANCE NO. 2008-36 AN ORDINANCE AUTHORIZING THE ISSUANCE OF "CITY OF WYLIE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2008"; 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$38,625,000 approved and authorized to be issued at an election held November 8, 2005 should be issued and sold at this time pursuant to V.T.C.A., Chapter 1331, Government Code, as amended; a summary of the general obligation bonds authorized at said election, the principal amounts authorized, amounts heretofore issued and being issued pursuant to this ordinance and amounts remaining to be issued subsequent hereto being as follows: Principal Amounts Date Amount Heretofore Amounts Being Unissued Authorized Purpose Authorized Authorized($) Issued($) Issued($) Balance($) Street Improvements 11/8/2005 $38,000,000 $I8,820,000 $19,180,000 $0 Sidewalk Improvements 11/8/2005 500,000 250,000 250,000 0 Fire Fighting Improvements 11/8/2005 1,500,000 1,500,000 0 0 Founders/Community Park 11/8/2005 6,965,000 5,470,000 1,495,000 0 Recreation Center/Parks Admin. 11/8/2005 10,200,000 600,000 9,600,000 0 City Hall Facilities 11/8/2005 8,645,000 545,000 8,100,000 0 Library Facilities 11/8/2005 8,140,000 8,140,000 0 0 $73,950,000 $35,325,000 $38,625,000 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$38,625,000 to be designated and bear the title "CITY OF WYLIE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2008" (hereinafter referred to as the "Bonds"), for the purpose of providing funds (1) for permanent public improvements and public purposes, to wit: (i) $19,180,000 for construction of street improvements at FM 1378, from Brown Street to 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds the southern intersection of Parker Road; Stone Road (FM 544), from Ballard Avenue to Vinson Road; Brown Street, from FM 1378 to Ballard Avenue; Brown Street, from SH 78 to Stone Road and Alanis from Twin Lakes Drive to FM 544 with any remaining funds being used to construct or repair other streets and thoroughfares within the City; including drainage, curb, gutters, sidewalks, landscaping and traffic signalization and the acquisition of land and rights-of-way therefor, (ii) $250,000 for construction and repair of sidewalks within the City, (iii) $1,495,000 for construction, improvement and equipment of park and recreational facilities for Founders/Community Park, including the acquisition of land therefor, (iv) $9,600,000 for construction, improvement and equipment of park and recreational facilities for new Recreation Center/Park Administration facilities, including the acquisition of land therefor, and (v) $8,100,000 for construction, improvement and equipment of City Hall facilities and (2) to pay the costs of issuance, in accordance with the Constitution and laws of the State of Texas, including V.T.C.A., Government Code, Chapter 1331. 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, 2008 (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 semiannually on February 15 in each of the years and in principal amounts (the "Stated Maturities") in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate(s) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 The Bonds shall bear interest on the unpaid principal amounts from the Bond Date 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, commencing February 15, 2009. 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 2 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 registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas to serve as Paying Agent/Registrar for the Bonds is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Bonds (the "Security Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/ Registrar Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such 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 the redemption thereof, only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its designated offices initially in Dallas, Texas, 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 close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a 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. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 3 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, 2019, 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, 2018 or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. 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. (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. 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 4 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 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, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds of authorized denominations and having the same 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 upon 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 cancelled 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 45 days of the date fixed for the redemption of such Bond; provided, however, such limitation on transferability 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 5 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 in Sections 3, 4 and 5 hereof relating to the payment, 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 determines that DTC is incapable of properly discharging its duties as securities depository for the Bonds, 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 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 Bond Date shall be deemed to be duly executed on behalf of the City, notwithstanding that such individuals or either of them 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 V.T.C.A., 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 or her duly authorized agent, or a certificate of registration substantially in the form provided in Section 9(d), manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any 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 aggregate principal amount of the Bonds with 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 6 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 bond 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 REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS GENERAL OBLIGATION BOND, SERIES 2008 Bond Date: Interest Rate: Stated Maturity CUSIP NO: July 15, 2008 February 15, 20 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 7 Registered Owner: Principal Amount: The City of Wylie (hereinafter referred to as the "City"), a body corporate and political subdivision in the County of Collin, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the interest payment date next preceding the "Registration Date" of this 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 Bond Date) at the per annum rate of interest specified above computed on the basis of a 360 day year of twelve 30 day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2009. Principal of this Bond is payable at its Stated Maturity or 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. 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 close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Bond is one of the series specified in its title issued in the aggregate principal amount of $38,625,000 (herein referred to as the "Bonds") for the purpose of providing funds (1) for permanent public improvements and public purposes, to wit: (i) $19,180,000 for construction of street improvements at FM 1378, from Brown Street to the southern intersection of Parker Road; Stone Road (FM 544), from Ballard Avenue to Vinson Road; Brown Street, from FM 1378 to Ballard Avenue; Brown Street, from SH 78 to Stone Road and Alanis from Twin Lakes Drive to FM 544 with any remaining funds being used to construct or repair other streets and thoroughfares within the City; including drainage, curb, gutters, sidewalks, landscaping and traffic signalization and the acquisition of land and rights-of-way therefor, (ii) $250,000 for construction and repair of sidewalks within the City, (iii) $1,495,000 for construction, improvement and equipment of park and recreational facilities for Founders/Community Park, including the acquisition of land therefor, (iv) $9,600,000 for 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 8 construction, improvement and equipment of park and recreational facilities for new Recreation Center/Park Administration facilities, including the acquisition of land therefor, and (v) $8,100,000 for construction, improvement and equipment of City Hall facilities and (2) to pay the costs of issuance, under and in strict conformity with the Constitution and laws of the State of Texas and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). The Bonds having Stated Maturities on and after February 15, 2019, 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, 2018, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to the date fixed for any redemption of Bonds, 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 a Bond (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon such redemption date such Bond (or the portion of its principal sum to be redeemed) shall become due and payable, and interest thereon 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 a 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 such 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 a Bond is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Bond to an assignee of the registered owner within 45 days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Bond redeemed in part. 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 owner or holder 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 Holders; 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 have the meanings assigned in the Ordinance. 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 9 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 its 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 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. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the 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 as of the Bond Date. CITY OF WYLIE, TEXAS Mayor COUNTERSIGNED: 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 10 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) 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 11 (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 offices of the Paying Agent/Registrar in Dallas, Texas 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 Signature guaranteed: name of the registered owner as it appears on the face of the within Bond in every particular. (0 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 12 (g) 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: REGISTERED REGISTERED NO. T-1 $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF WYLIE, TEXAS GENERAL OBLIGATION BOND, SERIES 2008 Bond Date: July 15, 2008 Registered Owner: Principal Amount: The City of Wylie (hereinafter referred to as the "City"), a body corporate and municipal corporation in the County of Collin, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: STATED PRINCIPAL INTEREST MATURITY INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). (or so much principal thereof as shall not have been prepaid 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 Bond Date) at the per annum rate(s) of interest specified above computed on the basis of a 360 day year of twelve 30 day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2009. Principal installments of this Bond are payable on the Stated Maturity dates or on a prepayment date to the registered owner hereof by The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Paying Agent/Registrar"), upon its presentation and surrender, at its designated offices in Dallas, Texas (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 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 13 executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. All payments of principal of, premium, if any, and interest on this Bond shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: 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 payment at maturity or 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 sufficient to provide funds each year to pay the principal of and interest 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 2008 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 Manager, Finance Director and City Secretary of the City, individually or collectively, 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, or 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, or 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 80235688.3/10805713 Ordinance No. 2008-36 General Obligation Bonds 14 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 Obligations 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 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. 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 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" shall mean (i) direct noncallable obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations unconditionally guaranteed or insured by the agency or instrumentality and on the date of their acquisition or purchase by the 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 15 City are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and on the date of their acquisition or purchase by the City, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. SECTION 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 29 hereof The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding, 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 cancelled 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 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. 80235688.3/10805713 Ordinance No. 2008-36 General Obligation Bonds 16 "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 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 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 17 (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 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) 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 18 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 Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States from the construction fund, the general fund, or other appropriate fund or, if permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the 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 Manager, Assistant City Manager, Finance Director or City Secretary, individually or collectively, 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. (a) Pursuant to a public sale for the Bonds, the bid submitted by (herein referred to as the "Purchasers") is declared to be the best bid 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 19 received producing the lowest true interest cost rate to the City, and the sale of the Bonds to said Purchasers at a price equal to the principal amount of the Bonds, plus a premium of $ and plus accrued interest to the date of delivery is hereby approved and confirmed. Delivery of the Bonds to the Purchasers shall occur upon payment being made therefor in accordance with the terms of sale. (b) The use of the Preliminary Official Statement in the offering and sale of the Bonds is hereby ratified, confirmed and approved in all respects, and the City Council hereby finds that the information and data contained in said Preliminary Official Statement pertaining to the City and its financial affairs is true and correct in all material respects and no material facts have been omitted therefrom which are necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The final Official Statement, which reflects the terms of sale (together with such changes approved by the Mayor, Mayor Pro Tem, City Manager, Assistant City Manager, Finance Director, or City Secretary, individually or collectively), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated July 22, 2008, in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually 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 Purchasers. SECTION 16: Reserved. SECTION 17: Control and Custody of Bonds. The Mayor 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 Purchasers. Furthermore, the Mayor, Mayor Pro Tem, City Secretary, City Manager, Assistant City Manager, and Finance Director, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Bonds, including certifications as to facts, estimates, circumstances and reasonable expectations pertaining to the use, expenditure, and investment of the proceeds of the Bonds, as may be necessary for the approval of the Attorney General, the registration by the Comptroller of Public Accounts and the delivery of the Bonds to the Purchasers, 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 Purchasers and the initial exchange thereof for definitive Bonds. SECTION 18: Proceeds of Sale. Immediately following the delivery of the Bonds, the proceeds of sale of the Bonds, excluding the accrued interest and premium in the amount of $ received from the Purchasers, [amounts to pay insurance premium] and amounts to pay costs of issuance, shall be deposited with an official depository of the City to finance the permanent public improvements referenced in Section 1 hereof Any investment earnings realized shall be expended for such authorized projects and purposes or deposited in the Interest 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 20 and Sinking Fund. Accrued interest and premium in the above amount received from the Purchasers as well as all 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 19: Reserved. SECTION 20: Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other 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 21: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any 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 cancelled by the Paying Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be returned to the City. SECTION 22: Legal Opinion. The obligation of the Purchasers to accept delivery of the Bonds is subject to being furnished a final legal opinion of Fulbright & Jaworski L.L.P. approving such Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for such Bonds. A true and correct reproduction of said opinion is hereby authorized to be printed on the definitive Bonds or an executed counterpart thereof shall accompany the global Bonds deposited with the Depository Trust Company. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the 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 24: 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 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 21 intended to be and being for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 25: 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 26: 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 27: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof SECTION 28: 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 29: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule"means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 2008) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 15 of this Ordinance, being the information described in Exhibit B hereto. Financial statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto and (2) 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 audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 22 any SID with the financial information and operating data and will file the audited financial statements, when and if audited financial statements become available. If the City changes its fiscal year, it will notify each NRMSIR and any SID 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 (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 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 or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of holders of the Bonds; 8. Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or 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) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, 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) hereof 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. 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 23 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 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 to the contrary in this Ordinance, the provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting 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 filed with each NRMSIR and SID pursuant to subsection (b) of this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 30: 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 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 V.T.C.A., Government Code, Chapter 551, as amended. 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 24 SECTION 32: Effective Date. This Ordinance shall take effect and be in full force from and after its adoption on the date shown below in accordance with V.T.C.A., Government Code, Section 1201.028. [remainder of page left blank intentionally] 80235688.3/10805713 Ordinance No.2008-36 General Obligation Bonds 25 PASSED AND ADOPTED, this July 22, 2008. CITY OF WYLIE, TEXAS Mayor ATTEST: City Secretary (City Seal) 80235688.3/10805713 Ordiance S-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT 80235688.3/10805713 A-1 PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT entered into as of July 22, 2008 (this "Agreement"), by and between the City of Wylie, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, a national association duly organized and existing under the laws of the United States of America, (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of Wylie, Texas, General Obligation Bonds, Series 2008" (the "Securities"), dated July 15, 2008, which Securities are scheduled to be delivered to the initial purchasers on or about August 26, 2008; 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 "Bond Resolution" (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 "Bond Resolution". 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. 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 80235685.1/10805713 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 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. "Bank Office" means the offices of the Bank located in Dallas, Texas at the address appearing in Section 3.01 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office. "Bond Resolution" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer and delivered to the Bank. "Fiscal Year" means the fiscal year of the Issuer, ending September 30tn "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor, Mayor Pro Tem, City Manager, Finance Director, or City Secretary, any one or more of said officials, and delivered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "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 Resolution). "Record Date" means the last business day of the month next preceding each interest payment date. "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 Bond Resolution. 80235685.1/10805713 2 "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Securities" means the securities defined in the recital paragraphs herein. "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 Bond Resolution 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, 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 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: P. O. Box 2320, Dallas, Texas 75221-2320 or 2001 Bryan Street, 9th Floor, Dallas, Texas 75201, Attention: Operations. 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 Resolution). 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 fiduciary 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 at the dates specified in the Bond Resolution. 80235685.1/10805713 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 Bank may prescribe. All transfers, exchanges and replacement of Securities shall be noted in the Security Register. Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, 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. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities 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 80235685.1/10805713 4 Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the contents of the Security Register to any person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Security Register. Section 4.05. Return of Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, cancel and destroy, pursuant to the Securities and Exchange Act of 1934, 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 Bond Resolution, 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, or 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 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, or destroyed, lost or stolen. Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the 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. 80235685.1/10805713 5 (b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (d) The Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality 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 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. 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- Fiduciary Account/Collateralization. A fiduciary account shall at all times be kept and maintained by the Bank for the receipt, safekeeping and disbursement of moneys received from the Issuer hereunder 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 fiduciary accounts to the extent such money is not insured by the Federal Deposit Insurance Corporation. Payments made from such fiduciary account shall be made by check drawn on such fiduciary account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. 80235685.1/10805713 6 The Bank shall be under no liability for interest on any money received by it hereunder. Subject to the applicable unclaimed property laws of the State of Texas, any money deposited with the Bank for the payment of the principal, 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 paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank its directors, officers and employees, and hold it harmless against, any loss, liability, or expense incurred without negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and expense against any claim or liability in connection with the exercise or performance of any of its powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State District Court located in the State and County where the administrative offices 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. Section 5.08. DTC Services. It is hereby represented and warranted that, in the event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will comply with the "Operational Arrangements", which establishes requirements for securities to be eligible for such type depository trust services, including, but not limited to, requirements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on page 9. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 80235685.1/10805713 7 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. 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 6.08. Entire Agreement. This Agreement and the Bond Resolution 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 Bond Resolution, the Bond Resolution shall govern. Section 6.09. 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 6.10. 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 given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely affect the payment of the Securities. The resigning Paying Agent/Registrar may petition any court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty(60) days after the giving of such notice of resignation. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with 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 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. 80235685.1/10805713 8 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., Dallas, Texas BY Title: Address: 2001 Bryan Street, 8th Floor Attest: Dallas, Texas 75201 Title: CITY OF WYLIE, TEXAS BY Mayor Attest: Address: 2000 Highway 78 North Wylie, Texas 75098 City Secretary 80235685.1/10805713 S-1 EXHIBIT B DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 29 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to)below: 1. The financial statements of the City appended to the Official Statement as Appendix B for the most recently concluded fiscal year. 2. The information contained in Tables 1 through 6 and 8 through 15 in the Official Statement. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 above. 80235688.3/10805713 B-1 CI ' = • nI • r • ir • • u � lic � rt � I • n Juiy 22, 2008 ' ur • • s - • f th - ; rifin . • To provide background information on the City of Wylie Public Art Program To present the Public Art Plan for 2008 & 2009 Projects and recommend some of the projects to be completed within that timeframe. ; . ck . r . un . • The City of Wylie adopted the Public Art Ordinance in June of 2006 . The Ordinance provides for one ( 1 %) percent of eligible capital projects to be used for Public Art G . . Is • f th - ' u • lic � rt ' r • • r . To acquire beautiful, interesting, and sometimes fun, works of art for public places in Wylie To increase tourism and economic vitality through enhancement of public spaces To encourage public and private art programs, to further the development and awareness of, and interest in the design work of Artists into the development of the City's capital infrastructure improvements. G . . Is • f th - ' u • lic art ' r • • r . m (c • n 't) • To create an enhanced visual environment for the residents of Wylie . Participation & Reaching out to all parts of the community and partnering to Enliven the Arts through citizen driven events and fund raisers, school participation, and employee participation . Futun • r • • r . ms/ ' r • j - cts . Over the next few years, actively petition companies doing business with Wylie to become donors of art through the PAAB Process. . Create places for all types of art within the Community including the downtown area, parks, and the new municipal buildings. . Establish art shows featuring local and regional artists to the downtown and municipal areas. Invite college and high school students to present their art for viewing by the general public. Encourage teachers to establish art festivals for this purpose. . Incorporate the installation of art as a feature and invite the newspaper and radio stations along with the general public. ' u • lic • • r • • ri . ti • ns . 1% of the total capital improvement project appropriation which may be derived from the City's Capital Project Fund, the Enterprise Fund and/or Grants; with the exception of underground infrastructure CIP Projects. The percent allocation is calculated based on the total of pre-design, design, and construction costs for any given CIP. . PAAB members and staff consult with the City Manager, Construction Manager, Public Works, Engineering, Finance, and Park & Recreation Departments to determine the eligible amounts. ' u • lic � rt � II II • ri . ti • ns (c • nt. ) When calculating the public art appropriation, the following costs are excluded : . Real property Below-grade water or acquisition wastewater . Demolition improvements Furniture-Fixtures Financing Costs . Equipment • Interest Earnings . Resurfacing or repair of ■ Change Orders existing streets, sidewalks and appurtenant drainage H • w � r - Fun • s Us - Public art funds are used for design services of artists, for the selection, acquisition, commissioning and display of artworks. Artworks must be of a permanent nature and may be integral to the architecture or incorporated into the capital improvement project but must be created by an artist commissioned for that purpose. H • w � r - Fun • s Us - � (c • nt. ) • Administrative expenses include costs related to project administration such as artists selection costs; design, drawing and Marquette costs; architect's fees when collaboration is involved ; identifying plaques; and documentation ' • I - • fth - ' u • lic arts � • vis • ry . . r . Recommendations of the program budget, program policies, and proposed art pieces with final approval by the City Council • Selection and oversight of juries, including appointment of arts experts and citizen members to project committees • Oversight of the design, execution, and placement of artworks CI ' ; . n . • r • • r . m ' u • lic � rt ' I . Developed in consultation with City Departments and Administration The Project Plan has been reviewed and is recommended for your approval by the Public Arts Advisory Board and City Staff The total project list will be divided to better manage the art procurement by PAAB Voter Total Deduct Deduct Net 1% Authorized Additional Project Infrastructure Land, Books Project Art Fund Projects Bonds Funding Costs Costs FF&E Costs Funding \\ Streets FM 1378 9,700,000 0 9,700,000 9,700,000 97,000 Stone Rd-Phase 1 3,250,000 0 3,250,000 3,250,000 32,500 Stone Rd- Phase 2 7,150,000 0 7,150,000 7,150,000 71,500 Brown Street-West 9,000,000 0 9,000,000 9,000,000 90,000 Brown Street- East 6,300,000 0 6,300,000 6,300,000 63,000 Alanis Drive 2,600,000 0 2,600,000 2,600,000 26,000 Streets Total 38,000,000 0 38,000,000 0 0 38,000,000 380,000 Sidewalks 500,000 0 500,000 500,000 5,000 Fire Station 3 1,500,000 2,000,000 3,500,000 37,500 3,462,500 34,625 Community Park 1,495,000 0 1,495,000 1,495,000 14,950 Founders Park 5,470,000 0 5,470,000 5,470,000 54,700 Recreation Center. 10,200,000 5,000,000 15,200,000 58,348 15,141,652 151,417 City Hall Facilities 8,645,000 5,000,000 13,645,000 433,380 13,211,620 132,116 Library Facilities 8,140,000 5,000,000 13,140,000 1,212,435 11,927,565 119,276 TOTAL 36,330,000 17,000,000 90,950,000 0 1,741,663 89,208,337 892,083 Voter Total Deduct Deduct Net 1% Authorized Additional Project Infrastructure Land, Books Project Art Fund Projects Bonds Funding Costs Costs FF&E Costs Funding Streets FM 1378 9,700,000 0 9,700,000 9,700,000 97,000 Stone Rd-Phase 1 3,250,000 0 3,250,000 3,250,000 32,500 Stone Rd- Phase 2 7,150,000 0 7,150,000 7,150,000 71,500 Brown Street-West 9,000,000 0 9,000,000 9,000,000 90,000 Brown Street- East 6,300,000 0 6,300,000 6,300,000 63,000 Alanis Drive 2,600,000 0 2,600,000 2,600,000 26,000 Streets Total 38,000,000 0 38,000,000 0 0 38,000,000 380,000 Sidewalks 500,000 0 500,000 500,000 5,000 Fire Station 3 1,500,000 2,000,000 3,500,000 37,500 3,462,500 34,625 Community Park 1,495,000 0 1,495,000 1,495,000 14,950 Founders Park 5,470,000 0 5,470,000 5,470,000 54,700 Recreation Center. 10,200,000 5,000,000 15,200,000 58,348 15,141,652 151,417 City Hall Facilities 8,645,000 5,000,000 13,645,000 433,380 13,211,620 132,116 Library Facilities 8,140,000 5,000,000 13,140,000 1,212,435 11,927,565 119,276 TOTAL 36,330,000 17,000,000 90,950,000 0 1,741,663 89,208,337 892,083 Wylie City Council CITY of WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: 4 City Secretary/Public Arts (City Secretary's Use Only) Department: Board Liaison Carole Ehrlich/Stewart Prepared By: Matthews Account Code: Date Prepared: 7/16/08 Budgeted Amount: Exhibits: Two Subject Consider, and act upon, approving the one (1%) percent for art funding for the Fire Station #3 Project, the New Wylie Municipal Complex Projects, the Community Park Project, and the Founder's Park Project. Recommendation Motion to approve the following project costs for the one (1%) percent for art funding pursuant to Ordinance No. 2006-37: Fire Station #3 Project $ 34,625 Recreation Center $151,417 Community Park Project $ 14,625 Founders Park Project $ 54,700 City Hall Facilities $132,116 Library Facilities $119,276 Discussion Ordinance No. 2006-37 established the Public Art Program and created the Public Arts Advisory Board. The duties of the Public Art Advisory Board are among other things, to oversee the public arts program and act in an advisory capacity to the City Council. The Public Arts Advisory Board shall annually report the proposals for the one (1)percent of eligible CIP funding for public art; which may be derived from the City's Capital Projects fund, the enterprise fund and /or grants but excluding appropriations for underground infrastructure improvement. Due to the vague nature of this statement, staff has asked for a legal opinion from the City Attorney's Office regarding whether the exclusion is appropriate for underground infrastructure within each construction project or only those projects that specifically address underground infrastructure. It is the opinion of the City Attorney Rebecca Brewer that the later is the intent of this statement. Therefore, only projects specifically dealing with underground infrastructure improvements would be excluded in the funding for public art. The 1% allocation for construction projects would be calculated based on the total of pre-design, design, and construction costs, less all costs for real property acquisition, demolition, furniture, fixtures and equipment and library books for any given CIP. Page 1 of 1 Page 2 of 2 Staff has surveyed the Cities of Frisco, San Antonio, Austin, and Dallas. All four cities currently fund 100% of all CIP construction project costs less FF&E, land acquisition, and demolition; this includes streets and thoroughfares. The City of Dallas includes all storm drains but excludes sewer and water line projects. Staff has prepared the proposed funding for six CIP Projects that have or will be funded in the next 18 months. These projects are not the total of all CIP projects but allow a timeframe for the selection and installation process for six of the major CIP projects. Other projects noted in the attachments will be presented at a later date. The Public Arts Advisory Board has reviewed these project costs and is recommending to the City Council approval to move forward with these projects at the costs indicated. Section 14 (c) of the Ordinance designates that the board, through its chairperson, shall make both an oral and written report annually to the City Council concerning its activities during the past year and its proposals for the coming year. Public Arts Advisory Board Chair, Stewart Matthews is present to address Council regarding the projects planned in the coming year. Approved By Initial Date Department Director CE 7-16-0� I, ! City Manager `Rs� la .a.i f Voter Total Deduct Deduct Net 1% Authorized Additional Project Infrastructure Land, Books Project Art Fund Projects Bonds Funding Costs Costs FF&E Costs Funding Streets FM 1378 9,700,000 0 9,700,000 9,700,000 97,000 Stone Rd-Phase 1 3,250,000 0 3,250,000 3,250,000 32,500 Stone Rd- Phase 2 7,150,000 0 7,150,000 7,150,000 71,500 Brown Street-West 9,000,000 0 9,000,000 9,000,000 90,000 Brown Street- East 6,300,000 0 6,300,000 6,300,000 63,000 Alanis Drive 2,600,000 0 2,600,000 2,600,000 26,000 Streets Total 38,000,000 0 38,000,000 0 0 38,000,000 380,000 Sidewalks 500,000 0 500,000 500,000 5,000 Fire Station 3 1,500,000 2,000,000 3,500,000 37,500 3,462,500 34,625 Community Park 1,495,000 0 1,495,000 1,495,000 14,950 Founders Park 5,470,000 0 5,470,000 5,470,000 54,700 Recreation Center. 10,200,000 5,000,000 15,200,000 58,348 15,141,652 151,417 City Hall Facilities 8,645,000 5,000,000 13,645,000 433,380 13,211,620 132,116 Library Facilities 8,140,000 5,000,000 13,140,000 1,212,435 11,927,565 119,276 TOTAL 36,330,000 17,000,000 90,950,000 0 1,741,663 89,208,337 892,083 ORDINANCE NO. 2006-37 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, CREATING A NEW DIVISION OF THE WYLIE CODE OF ORDINANCES; ESTABLISHING A PUBLIC ARTS PROGRAM; AUTHORIZING THE ALLOCATION OF ONE PERCENT OF THE CITY'S CAPITAL IMPROVEMENT PROGRAM PROJECT COSTS FOR PUBLIC ART; ESTABLISHING A METHOD FOR CALCULATING PUBLIC ART APPROPRIATIONS OF CAPITAL PROJECTS; ESTABLISHING A PUBLIC ART PROJECT ACCOUNT; ESTABLISHING A PUBLIC ART ADVISORY BOARD; AND PROVIDING FOR AN EFFECTIVE DATE OF THIS ORDINANCE. WHEREAS, the City of Wylie is renowned for its historic downtown and cultural heritage; and WHEREAS, the aesthetic nature and charm of Wylie is further enhanced by the arts and an awareness of the visual arts; and WHEREAS, cultural and artistic resources enhance the quality of life for individuals living in, working in, and visiting the City of Wylie; and WHEREAS,public art requires and deserves public funding; and WHEREAS, to further enhance public art in the City, the City Council determines it appropriate to provide a program for the City to require that visual art be included in City public works projects, where applicable, and that a portion of the cost of such project, where applicable,be allocated for the acquisition of visual art. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WYLIE,TEXAS: SECTION 1. Findings Incorporated. The findings set forth in the ordinance from which this division is derived are incorporated into the body of this division as if fully set forth herein. SECTION 2. Definitions. For the purposes of this division, the following terms, phrases, words and their derivation shall have the meaning given herein: (a) Art or Artwork means work in any permanent medium or combination of media produced by artists, who are generally recognized by critics and peers as professionals of serious intent and substantial ability. For the purposes of this division, the terms art and artwork do not include environmental landscaping or Ordinance No. 2006-37 Establishing the Wylie Arts Board and Public Arts Program Page 1 the performing, or literary arts such as dance, music, drama, or poetry unless expressed in a manner defined above. (b) Board when used herein shall mean the Public Art Advisory Board of the City of Wylie, Texas. (c) Board Member when used herein shall mean the members of the Public Art Advisory Board, excluding the City Manager who shall serve as an ex officio member of the board. (d) Capital Improvement Project or CIP when used herein shall mean projects that are funded by the City of Wylie or other government. (e) Capital Project Fund when used herein shall mean funds used for the acquisition of fixed assets or construction of major capital projects not being financed by proprietary or nonexpendable trust funds. (f) City when used herein shall mean the City of Wylie,Texas. (g) City Manager when used herein shall mean the City Manager of the City of Wylie, Texas, or his designee. (h) Enterprise Fund when used herein shall mean funds that are used to account for those operations that are financed and operated in a manner similar to private business or where Council has decided that the determination of revenues earned, cost incurred and/or net income necessary for management and accountability. (i) Wylie Public Art Collection when used herein shall mean all works of art located in the City of Wylie, Texas. (j) Public Arts Master Plan or Plan when used herein shall mean the public arts master plan of the City of Wylie, Texas, as it exists or may exist or may be amended. The public arts master plan shall include guidelines for the systematic selection of pieces of art, project descriptions, budgets, locations of art to be included in public spaces and recommended design approaches. (k) Public Arts Program when used herein shall mean the public arts program of the City of Wylie, Texas. SECTION 3. Establishment of Public Arts Program. The public arts program is hereby established to, among other things, promote and encourage public and private art programs, to further the development and awareness of, and interest in, the visual arts, to create an enhanced visual environment for city residents, to commemorate the city's rich cultural and ethnic diversity, to integrate the design work of artists into the development of the city's capital infrastructure improvements and to promote tourism and economic vitality in the city through the artistic design of public spaces. Ordinance No.2006-37 Establishing the Wylie Arts Board and Public Arts Program Page 2 SECTION 4. Funding for the Public Arts Program. (a) Funding for the public arts program shall be accomplished by annually designating one (1) percent of eligible CIP funding for public art, which may be derived from the city's capital project fund, the enterprise fund and/or grants, but excluding appropriations for underground infrastructure improvements. The one (1) percent allocation shall be calculated based on the total of pre-design, design, and construction costs, less all costs for real property acquisition, demolition, furniture-fixtures-equipment and library books for any given CIP. In addition,the appropriation for the public arts program will be calculated only on the original appropriation for design and construction services, excluding any subsequent amounts appropriated for amendments and change orders. (b) Funds shall be used for the artist fees and costs related to the production and maintenance of artwork. Funds shall not be used for professional graphics, mass produced work, decorative or functional elements designed by a building architect as opposed to an artist commissioned for that purpose, landscape architecture or landscape gardening except where those elements are designed by an artist, and work not produced by a board-approved artist. (c) Appropriations for art shall be made at the same time that the city appropriates funds for the CIP. The City Council may, in its sole discretion, allocate an amount equal to, less than, or in excess of the one (1) percent of the eligible CIP for the City's public arts program. In addition, the City Council may fund, from general revenues or other eligible revenues, as part of the annual budget an appropriation to the public arts program. (d) All monies appropriated for the public arts program purposes shall be transferred into a special, interest-bearing public art project account. As a project account, any funds not expended at the conclusion of the fiscal year will rollover into the following fiscal year. The City Manager will establish appropriate accounting procedures for the public arts program and shall report to the City Council, periodically, regarding the amounts appropriated, encumbered and expended under the public arts program. (e) The involvement of public art in a capital improvement project is optional for capital projects of less than $200,000; however, one (1) percent of the cost of the projects will be retained for public art and these funds will be pooled for other art projects. (f) For all grants sought by the city for CIP's in the amount of $100,000.00 or more, the city departments shall include, in appropriate grant applications, a request that a certain percentage of the grant amount be authorized for art in keeping with the established public arts master plan. All CIP's financed with grants and/or contributions from private entities and/or public agencies are subject to this division, unless art expenditures are not authorized by the Ordinance No.2006-37 Establishing the Wylie Arts Board and Public Arts Program Page 3 grants and/or contributions from private entities and/or public agencies are subject to this division, unless art expenditures are not authorized by the granting or contributing entity. If art projects are expressly excluded, then only the city-funded portion of the CIP would be subject to this ordinance. (g) The City Manager may request that the City Council exclude certain capital improvement projects from the provisions of this ordinance by the passage of a resolution authorizing such a waiver. SECTION 5. Ownership and Maintenance. (a) Ownership of all works of art acquired by the city shall be vested in the City of Wylie which shall obtain title to each work of art. (b) Artists, as part of any contractual agreement with the city for the provision of a work of art, shall be required to submit to the public art advisory board a "Maintenance and Inventory Sheet," including annual cost projections, which details the maintenance and ongoing care of the artwork. SECTION 6. Establishment of the Public Arts Advisory Board. There is hereby created and established within the city the Public Arts Advisory Board for the purpose of, among other things, promoting art, selecting works of art and artists for commissioned pieces of art and implementing the public arts master plan. The board will, among other things, oversee the public arts program and act in an advisory capacity to the City Council. SECTION 7. Number of Members; Appointment; Terms. The members of the board shall consist of seven members, to be appointed by the City Council for a term of two years; provided, however, that the members of the first board to serve shall be appointed so that three (3) members shall serve one (1) year terms and four (4) members shall serve two (2) year terms. It is further provided that no member may serve more than three(3) consecutive terms on the Public Art Advisory Board; provided, however, should a board member's replacement not be qualified upon the expiration of any term of a board member, then that board member shall holdover on the board until a qualified replacement board member has been appointed. In addition to the seven board members, the City Manager shall serve as an ex officio member of the board, but shall have no right to vote on any matter before the board. Each board member shall serve without compensation, but may be reimbursed for actual expenses approved in advance by the City Council. SECTION 8. Board Member's Qualifications. Each board member shall be a qualified voter of the city and shall not be an employee of the city. Each board member shall have any other qualification as the City Council deems necessary and appropriate. Ordinance No.2006-37 Establishing the Wylie Arts Board and Public Arts Program Page 4 SECTION 9. Meetings. The board shall meet at least once each month at such time and place as shall be fixed by the board by its standing rules, which meetings shall be open to the public. Special meetings may be called by the chairperson or by written request sent to the chairperson or vice-chairperson by three members of the board. Minutes shall be kept of all such meetings, and any special meetings, with copies of said minutes and any other reports to be transmitted to the City Council and the City Manager. The board shall have technical and logistical support provided as designated by the City Manager. SECTION 10. Vacancies. When vacancies occur on the board, the City Council shall appoint, by majority vote, a replacement to serve the remainder of the term. SECTION 11. Removal. Each board member serves at the pleasure of the City Council and may be removed at the discretion of the City Council. Board member absences shall be controlled by Article VIII of the City's Charter. SECTION 12. Quorum; Voting. Four (4) board members shall constitute a quorum of the board for the purpose of conducting its business, exercising its powers and for all other purposes. No action of the board shall be valid or binding unless adopted by the affirmative vote of a majority of those board members present and voting. SECTION 13. Officers. The board shall have a chairperson and vice-chairperson whose terms shall be one year. The chairperson and vice-chairperson shall be elected by the board members. Neither the chairperson nor vice-chairperson shall serve as an officer for more than two (2) consecutive terms. The chairperson shall preside over meetings and shall be entitled to vote upon each issue. The vice- chairperson shall assist the chairperson in directing the affairs of the board. In the absence of the chairperson, the vice-chairperson shall assume all duties of the chairperson. SECTION 14. Powers and Duties. (a) The board shall act principally in an advisory capacity to the City Council and the city staff in any matter pertaining to art. (b) The board may solicit, on behalf of the city, gifts, revenues, bequests or endowments of money and/or property as donations and/or grants from persons, firms or corporations, subject to the guidance, approval and acceptance by the City Council. (c) The board, through its chairperson, shall make both an oral and written report annually to the City Council concerning its activities during the past year and its proposals for the coming year. Ordinance No.2006-37 Establishing the Wylie Arts Board and Public Arts Program Page 5 (d) The board's authority shall not extend to the direction, supervision, employment, or termination of the city employees. No supervisory power of the board is created. (e) The board will develop, for City Council approval, a set of bylaws governing rules of procedure for their meetings and operation. (f) The board shall not have the power to obligate the city for funds and/or expenditures or incur any debt on behalf of the city. (g) All powers and duties prescribed and delegated herein are delegated to the board, as a unit, and all action hereunder shall be of the board acting as a whole. No action of any individual board member is authorized, except through the approval of the board or City Council. (h) The board shall advise and make recommendations to City Council pertaining to the execution of the public arts master plan. (i) The board shall advise and make recommendations to the City Council pertaining to, among other things, policies and procedures as identified in the public arts master plan; artist selection juries and process; commission and placement of artworks; and maintenance and removal of artworks. (j) The board shall have any other power and/or duty as prescribed and authorized by the City Council. SECTION 15. Savings/Repealing Clause. 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 ordinances shall remain in full force and effect. SECTION 16. 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. Wylie 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 17. Effective Date. This Ordinance shall become effective immediately upon its adoption and publication as provided by law and the City Charter. Ordinance No.2006-37 Establishing the Wylie Arts Board and Public Arts Program Page 6 DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, on this 13th day of June, 2006. Mondy, ayor ATTEST TO: ``�``��������'''��, Carole Ehrlich, • Secretary r ' . Ordinance No.2006-37 Establishing the Wylie Arts Board and Public Arts Program Page 7 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: 5 Department: Engineering (City Secretary's Use Only) Prepared By: Chris Holsted Account Code: Date Prepared: July 8, 2008 Budgeted Amount: N/A Exhibits: 3 Subject Consider, and act upon, Resolution No. 2008-26(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the construction of McMillen Road from East of McCreary Road to FM 1378. Recommendation Motion to approve Resolution No. 2008-26(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the construction of McMillen Road from East of McCreary Road to FM 1378. Discussion The voters of Collin County approved the 2007 Collin County Bond Program in November 2007 which included five street projects in the City of Wylie. A project schedule was approved on February 12, 2008 which identified the funds needed for each project over the next five years. The County is selling bonds yearly based on the project needs submitted by each city. The improvement to McMillen Road include approximately 6,000 linear feet of 4-lane divided concrete roadway with underground storm sewer. The project also includes a bridge structure over Muddy Creek. Total project cost is projected to be $8,298,750 and the County participation is $4,149,375. Funding for the City's portion of the project will be through Thoroughfare Impact Fees or though a future bond program. The County will be releasing $500,000 in 2008 to start the design of the project. The County previously completed an alignment study for the roadway which was approved by Council on July 8, 2003. Approved By Initial Date Department Director CH 7/08 08 City Manager Page 1 of 1 RESOLUTION NO. 2008-26(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE CITY OF WYLIE, TEXAS, TO EXECUTE THE INTERLOCAL AGREEMENT BETWEEN COLLIN COUNTY AND THE CITY OF WYLIE CONCERNING THE CONSTRUCTION OF McMILLEN ROAD FROM EAST OF McCREARY ROAD TO FM 1378. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: The City Manager of the City of Wylie, Texas, is hereby authorized to execute, on behalf of the City Council of the City of Wylie, Texas, the interlocal agreement between Collin County and the City of Wylie concerning the construction of McMillen Road from east of McCreary Road to FM 1378, SECTION 2: This Resolution shall take effect immediately upon its passage. DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas this 22nd day of July, 2008. ERIC HOGUE, Mayor ATTEST TO: CAROLE EHRLICH, City Secretary Resolution No.2006(R) Interlocal Agreement with Collin County McMillen Road/East of McCreary Road to FM 1378 EXHIBIT "A" Interlocal Agreement Resolution No.2006(R) Interlocal Agreement with Collin County McMillen Road/East of McCreary Road to FM 1378 INTERLOCAL AGREEMENT BETWEEN COLLIN COUNTY AND THE CITY OF WYLIE CONCERNING THE CONSTRUCTION OF McMILLEN ROAD FROM EAST OF MCCREARY RD TO FM 1378 BOND PROJECT # 07-091 2008 FUNDING WHEREAS, the County of Collin, Texas ("County") and the City of Wylie, Texas ("City") desire to enter into an agreement concerning the construction of improvements to McMillen Road (the "Project") in Collin County, Texas; and WHEREAS, the Interlocal Cooperation Act (Texas Government Code Chapter 791) authorizes any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act; and WHEREAS, the City and County have determined that the improvements may be constructed most economically by implementing this agreement. NOW, THEREFORE, this agreement is made and entered into by the County and the City upon and for the mutual consideration stated herein. WITNESSETH: ARTICLE I. The City shall arrange to construct improvements to McMillen Road, hereinafter called the "Project". The Project shall consist of constructing a 4-lane divided concrete roadway, a distance of approximately 6,000 feet. The improvements shall also include construction of underground storm sewers as part of the road improvements. All improvements shall be designed to meet or exceed the current Collin County design standards and shall be constructed in accordance with the plans and specifications approved by the City. ARTICLE II. The City shall prepare plans and specifications for the improvements, accept bids and award a contract to construct the improvements and administer the construction contract. In all such activities, the City shall comply with all state statutory requirements. The City shall provide the County with a copy of the executed construction contract(s) for the Project. ARTICLE III. The City shall also acquire the necessary property in the vicinity of the improvements for use as right-of-way. 1 ARTICLE IV. The City estimates the total actual cost of the project to be $8,298,750. The County agrees to fund one half of the total cost of the project in an amount not to exceed $4,149,375. The 2008 Funding will be $500,000. The County shall remit funds for engineering within thirty (30) days after the City executes a Professional Services Agreement for design of the project. The County shall remit 50 percent of the remaining funds to the City within thirty (30) days after the City issues a Notice to proceed to the lowest responsible bidder and the City requests payment or upon the availability of bond funds for this Project, whichever occurs later. The County will remit the remaining 50 percent within thirty (30) days after receipt of notice from the City that the Project is 50 percent complete. Following completion of the Project, the City shall provide a final accounting of expenditures for the Project. If the actual cost to construct the Project is less than the estimated amount set forth herein, the City shall remit the County 50 percent of the difference between the estimated cost and the actual cost. The Commissioners Court may revise this payment schedule based on the progress of the Project. The "total cost of the Project" shall include land acquisition, engineering, construction, inspection, testing, street lighting, and construction administration costs including contingencies. ARTICLE V. If the total cost to construct the Project exceeds the amount estimated in Article IV above, the County and City shall share the excess costs equally, however, the County's participation in the Project shall not exceed $4,149,375. The 2008 funding will not exceed $500,000 ARTICLE VI. The City shall prepare for the County an itemized statement specifying Project costs that have been incurred to date and submit detailed Project cost and progress reports every thirty (30) days until Project completion. ARTICLE VII. The City and County agree that the party paying for the performance of governmental functions or services shall make those payments only from current revenues legally available to the paying party. ARTICLE VIII. INDEMNIFICATION. TO THE EXTENT ALLOWED BY LAW, EACH PARTY AGREES TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER (AND ITS OFFICERS, AGENTS, AND EMPLOYEES) FROM AND AGAINST ALL CLAIMS OR CAUSES OF ACTION FOR INJURIES (INCLUDING DEATH), PROPERTY DAMAGES (INCLUDING LOSS OF USE), AND ANY OTHER LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, IN ANY WAY ARISING OUT OF, RELATED TO, OR RESULTING FROM ITS PERFORMANCE UNDER THIS AGREEMENT, OR CAUSED BY ITS 2 NEGLIGENT ACTS OR OMISSIONS (OR THOSE OF ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, OR ANY OTHER THIRD PARTIES FOR WHOM IT IS LEGALLY RESPONSIBLE) IN CONNECTION WITH PERFORMING THIS AGREEMENT. ARTICLE IX. VENUE. The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this agreement. The parties agree that this agreement is performable in Collin County, Texas and that exclusive venue shall lie in Collin County, Texas. ARTICLE X. SEVERABILITY. The provisions of this agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this agreement is for any reason held by a court of competent jurisdiction to be contrary to law or contrary to any rule or regulation having the force and effect of the law, the remaining portions of the agreement shall be enforced as if the invalid provision had never been included. ARTICLE XI. ENTIRE AGREEMENT. This agreement embodies the entire agreement between the parties and may only be modified in a writing executed by both parties. ARTICLE XII. SUCCESSORS AND ASSIGNS. This agreement shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. Neither party will assign or transfer an interest in this agreement without the written consent of the other party. ARTICLE XIII. IMMUNITY. It is expressly understood and agreed that, in the execution of this agreement, neither party waives, nor shall be deemed hereby to have waived any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. By entering into this agreement, the parties do not create any obligations, express or implied, other that those set forth herein, and this agreement hall not create any rights in parties not signatories hereto. ARTICLE XIV. TERM. This agreement shall be effective upon execution by both parties and shall continue in effect annually until final acceptance of the Project. This agreement shall automatically renew annually during this period. 3 APPROVED AS TO FORM: COUNTY OF COLLIN, TEXAS By: By: Name: Name: Title: Title: County Judge Date: Date: Executed on this day of , 200_, by the County of Collin, pursuant to Commissioners' Court Order No. . ATTEST: CITY OF WYLIE, TEXAS By: By: Name: Carole Ehrlich Name: Mindy Manson Title: City Secretary Title: City Manager Date: Date: Executed on behalf of the City of Wylie pursuant to City Council Resolution No. APPROVED AS TO FORM: By: Name: Title: City Attorney Date: 4 PROJECT FUNDING SCHEDULE 2007 COLLIN COUNTY BOND PROGRAM Wylie001 Brown Street-FM 1378 to Ballard Avenue $4,453,750 $4,453,750 Yes -Project currently under design. Wylie002 McMillan Rd(Park Blvd)-McCreary Rd.to FM 1378 $500,000 $500,000 $3,149,375 $4,149,375 No -City request Collin County begin design and right-of-way acquisition. Wylie004 Stone Road-Akin Ln.to County Line Rd. $5,021,250 $5,021,250 Yes -Request County funds for construction. CC006 CR 819(Ballard St)-Alanis Rd.to County Line $500,000 $500,000 $4,400,000 $5,400,000 No -City request Collin County begin design and right-of-way acquisition. CC007 Park Blvd-FM 2514(Parker Rd.)to Spring Creek Pkwy $750,000 $380,000 $1,130,000 No -City request County begin right-of-way acquisition TOTAL $1,750,000 $5,833,750 $0 $9,421,250 $3,149,375 $20,154,375 Collin County 2007 Bond Program Transportation Project Shortlist(Tier 1 Projects) July 11,2007 Project Description Cost Breakdown Initial Screening Traffic Evaluation Protect Limns No-Lanes City Year Congestion Total Cost Bond Cost I.D. City Roadway Lgth Project Letting Total Project Other City Participation County County Adding Oper. 50,,, Letting 203E Factor Efficiency Efficiency No. Rank Name From To (mi) Typo Exist Prop Date Costs Participation Participation T-Plan? Capacity? Imp? Part? <5Yrs. ADT (vol/cap) (Slvehani) (Slveh-rng IvPd1 (11 121 (3) (4) (51 I6) (7) (8) 191 (t0) (11) (12) 113) 1141 (1$) (16) (17) 118) (t9( 1201 121) (22) 123) City of Princeton S15,542,000'' 00 17,771,000 67,771,000 Pnncetor001 I 1 ICR 407(Monte Carlo Bled) US 380 IFM 75 227 Reconstruction 2 4 2009 $15.542,000 $7.771000 57.771.000 Yes Yes Yes Yea Yes 1400E 133 48846 244.23 I IClty of Prosper 99,764579 $0 $13777,288 $4977,250 Prosper001 1 Prosper Trail DNT Preston Rd 1 98 WdeningReconstruction 2 4 ,2008 54.435.42S, 52.217,713 $2.217.713 Yes Yes Yes Yes Yes 5,100 0 49 439.24 219 62 Prosper002 2 First St Preston Rd Colt Rd 1 25 Reconstruction 2 4 2008 $3 033 344 $1 516 672 51 516.672 Yes Yes Yes Yes Yes 9.600 0.91 252 76 1 126.39 orosper003 3 Cot Rd First St US 380 1 00 Reconstruction 2 4 2008 $2 285.806. 51.142,903 51,142.903 Yes Yes Yes Yes Yes 20.80E 1 98 109 89 I 54 95 I ICm of Richardson $1,884,000 00 S847,000 $847,000 Richartbor001 1 Alma Rd Renner Rd N/A Irrtersection Improvements 2008 5115000,, 557,500 557,500 Yes Yee Yes Yes Yes WA N/A N/A N/A Richardsor002 2 Jupiter Rd Renner Rd WA Intersection Improvements 2008 $295 000, 5141500 6147 500 Yes Yes Yes Yee Yes N/A N/A N/A N/A R,chardsor003 3 Jupiter Rd SH 190 N/A Intersection Improvements 2008 5165 000i 592,500 $92.500 Yea rm Yes Yee Yes Yes N/A N/A WA N/A Richarar004 4 SH 190 Reimer Rd N/A Intersection Improvements l 2008 51450001 $72500 572,500 Yea Yes Yes Yee Yes N/A N/A N/A WA Rlchardson005 5 Performance Dr SH 190 Renner Rd 0 26 Ergmrenrg 0 4 2008 $254.000' $127,000 $127,000 Yes Yes Yee Yes Yen 11.300 N/A 79.12 39.56 Rlchar9ur007 6 Renner Rd Northatar Dr Murpty Rd 160 Erganering 4 6 2009 5900,000, 5450,000 $450.000 Yes Yes Yes Yes Yea 13,600 045 3666 18.33 I ICIry of Sachs& 13,410,302 $0 $1,706, $1,706,000 Sachse001 1 Ranch Rd W of Woodbridge Und 14 Hwy.78 061 Underling 2 4 2009 $960,000 $480,000 5480,000 Yes .es Yes Yes Yes 4.100 0.39 383.85 191.92 ' Sachse002 2 DeWitt St Ingram Rd Ranch Rd 048 Wdervng 2 4 2006- 5720000.. 5360,000 5360,00E Yes Yes Yes Yee Yee 4,100 039 362.20 161.10 Sachee004 4 Maxwell Creek Rd Ranch Rd North city limit 093 Reconstruction 2 4 2012- $1,730000, 5865,000 5865,000 Yea Yes Yes Yea Yes 4,100 0.3$ 45371 226116 I :Ply of VfYle S27,248,710, $0 S13,124,375 $13,624576 WytM1l01 1 '3Baan 81 FM1378 ____._ B u ellerd Menus —___1.80 Reconstruction 2 4 2039 $B,B07,8001 14,453,750 14,453,750 lOS V.. - I.. V.. Yee5,000 0.82 000.13 450.08 Wy114002 2 'MOMBen Rd(Pelk Blvd) iEon of M0C20y --FM 1378 1.00 Reconstruction _2 4 2W8_ $8,258,7001 S4141,375 $4118,375i V« Vw Yea Y Ya 2,00E ills 381021 1%33.10 WJIIe13134 4 eton.Rd Aldn Lrl Couny Lille Rd 1.99 ReaaMtnOon 2 4 2009 S10,0425001 $6,021,250, 55,021,250 Yee Yee Yee Yee Yee 5,800 0.5E 870.88 435.34 Tier I Projects 3 of 4 7/112007 \[f - ; „ 11 ■ 4 ; a § |§\ ® ,, e , lne ■ = « 22222 § > ; ; ; ; 7 )(ƒ II6 1 ) hi :loploym!;§$ *IIUUU10FIE � III C Eliiii�� ��� \ Mg `i ` iii 30f . 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I 1 1,1Td W ArilO M IMAM I a Un an I IV.w.an I v n OW avae uwm Imoo)wow Krnwow R1.xOY>t AM flak11 w` - coon v.1 9 Casa Y Zi�11Yd "y ire-, aor p c vaaYa a\ >tr a Anson wwrr Rtuay 1yyTd-a lyvrt. fU�n 7.r+o. an Dam AAA ]..4 , WOW awe 1 anu 3 maw ARAUfi e N:SU=J ,\Vd W"c11111/A AR/Aura: 119Hri©IPNI °G;& ` WJr I ABSTRACT No. ?16 as —4.a MAMMY �,.. Od RJR 'gLYC ROIL PAq 224 VACCT. II mune • w • - t _ SLID sol n. y� PARCEL 8 M.s' • i- PAK&7 Tare ADCs MIX t ..va•. TTx.rM IITYIIDI ROAD(DDLLM COUNTY ROAD Twee aw. cs.a RAIL LOT LOT OAT •014.LLN MINS CARET N.$m I2 P'Le GT. WI ID f D O Re f ator FEBRUARY 2004 { MEET 5 W 20 of!o L 1.3316 I root AW A E3 Om.J . s . r . .n 1 WI Mr .,POI. l Un ( gl A.n.. .. -- �� L,.a AM.. 71 .s»« -. K7. Jam.. . fated 3001010fligli Mgr MST 99....P / ___ o ~OM MOM MOM .,Of GK'Ml 0(�oavd .:� w+avor w►poo w wrwr arn t_ nrwa ., , �_ ara..M' ..J ......A", 'ram umsP nwa.Imoaa.inks 6 • '»: w� 9m.... \ I w�9 99Y 911m) L/ .0 1 i.br.`3O �.,. a ave ;13;; ' 313,000 (�.) I ns,w*. Ia.9P�'IiomsIS 030301 Iru• a"2- .1100.1 (miaow) a Y9- .m Ur. I ma _wino ismus�.s.n' TM(®Onl '.'J97'. •yr. -IIi.'M l7.IrJ A..IIa170 O.O.Mid an .,... 9 L 'off JZ\7 L J5�C J I A A&rns ore- unfl i "JT BIRKHOFF, HENDRICKS & CONWAY, L.L.P. Project No. 2007126 CONSULTING ENGINEERS Client: City of Wylie Date: 07-Jun-07 Project:McMillen Road Paving and Drainage Improvements McCreary Road to FM 1378(1/2 from McCreary Road to Lewis) By: JRC ENGINEER'S OPINION OF CONSTRUCTION COST Item No. Description Quantity Unit Price Amount Project Description:4-lanes of a future 6-lane divided Thoroughfare,12-foot lanes,8-inch thick,reinforced concrete street with curbs and underground storm drainage Project Length 7,150 L.F. Normal Width Each Side 25 B-B Expected Average Depth of Roadway Excavation 2.50 feet Lime Stabilized Subgrade Application Rate 8%by unit weight 1 Right-of-way Preparation 72 Sta. $ 4,000.00 $ 288,000 2 Unclassified Excavation 63,657 C.Y. $ 9.00 $ 572,917 3 12-inch Lime Treated Subgrade 45,375 S.Y. $ 5.00 $ 226,875 4 Hydrated Lime @ 6514/S.Y. 1,475 Tons $ 115.00 $ 169,589 5 6-inch Monolithic Concrete Curb(plus 5%for Median Openings) 28,875 L.F. $ 2.00 $ 57,750 6 8-inch Reinforced Concrete Pavement(plus 10%for Intersections) 42,014 S.Y. $ 35.00 $ 1,470,490 7 Reinforced Concrete Driveways 500 S.Y. $ 40.00 $ 20,000 8 Side Street Concrete Transitions 400 S.Y. $ 42.00 $ 16,800 9 Finish Grade and Sodding(plus 10%outside ROW) 50,325 S.Y. $ 7.00 $ 352,275 10 5-foot Wide Reinforced Concrete Sidewalk(both sides) 7,639 S.Y. $ 34.00 $ 259,722 11 Handicap Ramps 14 Ea. $ 1,500.00 $ 21,000 Paving Improvements Subtotal: S 3,455,418 12 Underground Storm Drainage Improvements 33% of Paving Improvements $ 1,140,288 13 275'Bridge(51'Wide) 2 Ea. $ 645,000.00 $ 1,290,000 14 Offsite Storm Drainage Improvements 500 L.F. $ 200.00 $ 100,000 Drainage Improvements Subtotal: S 2,530,288 15 50%of Signalization Improvements at McCreary Road 1 L.S. $ 120,000.00 $ 120,000 16 Landscaping&Irrigation Improvements 6,875 L.F. $ 60.00 $ 412,500 17 Street Lighting Improvements 7,150 L.F. $ 80.00 $ 572,000 Paving,Drainage and Aesthetics and(50%Signals)Improvements: $ 7,090,206 Miscellaneous Contingencies: 15% S 1,063,531 Paving,Drainage and Aesthetics and(50%Signals)Improvements Subtotal: $ 8,153,737 Project Cost per Linear Foot: $ 1,140.38 Engineering,Surveying&Geotechnical Investigation(Estimated): $ 680,000 Material Testin and Quality Control(Estimated): $ 130,000 Wight-of-way Preparation(Estimated): $ 25,000 50%of Signalization Design(Estimated): $ 11,000 Subtotal,Professional Fees(Estimated): $ 846,000 Project Total: $ 8,999,737 USE (ROUNDED UP TO NEAREST$10,000): $ 9,000,000 Right-of-way Acquisition (50'x Length=8.2 Acres @$50,000/Acre): $ 410,000 J:\Clerical\Wylie\2007126\Roadway CIP\Eng-Estimates\Conceptual Budgets.xls\W6-McMillen Wylie City Council CI_14/1 TY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: 6 Department: Engineering (City Secretary's Use Only) Prepared By: Chris Hoisted Account Code: Date Prepared: July 8, 2008 Budgeted Amount: N/A Exhibits: 3 Subject Consider, and act upon, Resolution No. 2008-27(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the construction of Stone Road from Akin Lane to County Line Road. Recommendation Motion to approve Resolution No. 2008-27(R) authorizing the City Manager to execute an Interlocal Agreement with Collin County concerning the construction of Stone Road from Akin Lane to County Line Road. Discussion The voters of Collin County approved the 2007 Collin County Bond Program in November 2007 which included five street projects in the City of Wylie. A project schedule was approved on February 12, 2008 which identified the funds needed for each project over the next five years. The County is selling bonds yearly based on the project needs submitted by each city. The improvements to Stone Road include approximately 10,000 linear feet of 4-lane divided concrete roadway with underground storm sewer. Total project cost is projected to be $12,330,000 and the County participation is $5,021,250. The City funded $10,387,500 in the 2005 Bond Program and $3,277,936.17 was spent for the construction of Stone from Ballard to Akin Lane. The County will be releasing $500,000 in 2008 to start the design of the project. Approved By Initial Date Department Director CH 7/08/08 City Manager t"VW1 Page 1 of 1 RESOLUTION NO. 2008-27(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, HEREBY AUTHORIZING THE CITY MANAGER OF THE CITY OF WYLIE, TEXAS, TO EXECUTE THE INTERLOCAL AGREEMENT BETWEEN COLLIN COUNTY AND THE CITY OF WYLIE CONCERNING THE CONSTRUCTION OF STONE ROAD FROM AKIN LANE TO COUNTY LINE ROAD. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: The City Manager of the City of WYLIE, Texas, is hereby authorized to execute, on behalf of the City Council of the City of WYLIE, Texas, the interlocal agreement between Collin County and the City of Wylie concerning the construction of Stone Road from Akin Lane to County Line Road, SECTION 2: This Resolution shall take effect immediately upon its passage. DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas this 22nd day of July, 2008. ERIC HOGUE, Mayor ATTEST TO: CAROLE EHRLICH, City Secretary Resolution No.2008-27(R) Interlocal Agreement with Collin County Stone Road from Akin Lane to County Line Road EXHIBIT "A" Interlocal Agreement Resolution No.2008-27(R) lnterlocal Agreement with Collin County Stone Road from Akin Lane to County Line Road INTERLOCAL AGREEMENT BETWEEN COLLIN COUNTY AND THE CITY OF WYLIECONCERNING THE CONSTRUCTION OF STONE ROAD FROM AKIN LANE TO COUNTY LINE ROAD BOND PROJECT # 07-084 2008 FUNDING WHEREAS, the County of Collin, Texas ("County") and the City of Wylie, Texas ("City") desire to enter into an agreement concerning the construction of improvements to Stone Road (the "Project") in Collin County, Texas; and WHEREAS, the Interlocal Cooperation Act (Texas Government Code Chapter 791) authorizes any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act; and WHEREAS, the City and County have determined that the improvements may be constructed most economically by implementing this agreement. NOW, THEREFORE, this agreement is made and entered into by the County and the City upon and for the mutual consideration stated herein. WITNESSETH: ARTICLE I. The City shall arrange to construct improvements to Stone Road, hereinafter called the "Project". The Project shall consist of constructing a 4-lane divided concrete roadway, a distance of approximately 10,000 feet. The improvements shall also include construction of underground storm sewers as part of the road improvements. All improvements shall be designed to meet or exceed the current Collin County design standards and shall be constructed in accordance with the plans and specifications approved by the City. ARTICLE II. The City shall prepare plans and specifications for the improvements, accept bids and award a contract to construct the improvements and administer the construction contract. In all such activities, the City shall comply with all state statutory requirements. The City shall provide the County with a copy of the executed construction contract(s) for the Project. ARTICLE III. The City shall also acquire the necessary property in the vicinity of the improvements for use as right-of-way. 1 ARTICLE IV. The City estimates the total actual cost of the project to be $10,042,500. The County agrees to fund one half of the total cost of the project in an amount not to exceed $5,021,250. The 2008 Funding will be $500,000. The County shall remit funds for engineering within thirty (30) days after the City executes a Professional Services Agreement for design of the project. The County shall remit 50 percent of the remaining funds to the City within thirty (30) days after the City issues a Notice to proceed to the lowest responsible bidder and the City requests payment or upon the availability of bond funds for this Project, whichever occurs later. The County will remit the remaining 50 percent within thirty (30) days after receipt of notice from the City that the Project is 50 percent complete. Following completion of the Project, the City shall provide a final accounting of expenditures for the Project. If the actual cost to construct the Project is less than the estimated amount set forth herein, the City shall remit the County 50 percent of the difference between the estimated cost and the actual cost. The Commissioners Court may revise this payment schedule based on the progress of the Project. The "total cost of the Project" shall include land acquisition, engineering, construction, inspection, testing, street lighting, and construction administration costs including contingencies. ARTICLE V. If the total cost to construct the Project exceeds the amount estimated in Article IV above, the County and City shall share the excess costs equally, however, the County's participation in the Project shall not exceed$5,021,250. The 2008 funding will not exceed $500,000 ARTICLE VI. The City shall prepare for the County an itemized statement specifying Project costs that have been incurred to date and submit detailed Project cost and progress reports every thirty (30) days until Project completion. ARTICLE VII. The City and County agree that the party paying for the performance of governmental functions or services shall make those payments only from current revenues legally available to the paying party. ARTICLE VIII. INDEMNIFICATION. TO THE EXTENT ALLOWED BY LAW, EACH PARTY AGREES TO RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER (AND ITS OFFICERS, AGENTS, AND EMPLOYEES) FROM AND AGAINST ALL CLAIMS OR CAUSES OF ACTION FOR INJURIES (INCLUDING DEATH), PROPERTY DAMAGES (INCLUDING LOSS OF USE), AND ANY OTHER LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, IN ANY WAY ARISING OUT OF, RELATED TO, OR RESULTING FROM ITS PERFORMANCE UNDER THIS AGREEMENT, OR CAUSED BY ITS 2 NEGLIGENT ACTS OR OMISSIONS (OR THOSE OF ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, OR ANY OTHER THIRD PARTIES FOR WHOM IT IS LEGALLY RESPONSIBLE) IN CONNECTION WITH PERFORMING THIS AGREEMENT. ARTICLE IX. VENUE. The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this agreement. The parties agree that this agreement is performable in Collin County, Texas and that exclusive venue shall lie in Collin County, Texas. ARTICLE X. SEVERABILITY. The provisions of this agreement are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this agreement is for any reason held by a court of competent jurisdiction to be contrary to law or contrary to any rule or regulation having the force and effect of the law, the remaining portions of the agreement shall be enforced as if the invalid provision had never been included. ARTICLE XI. ENTIRE AGREEMENT. This agreement embodies the entire agreement between the parties and may only be modified in a writing executed by both parties. ARTICLE XII. SUCCESSORS AND ASSIGNS. This agreement shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. Neither party will assign or transfer an interest in this agreement without the written consent of the other party. ARTICLE XIII. IMMUNITY. It is expressly understood and agreed that, in the execution of this agreement, neither party waives, nor shall be deemed hereby to have waived any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. By entering into this agreement, the parties do not create any obligations, express or implied, other that those set forth herein, and this agreement hall not create any rights in parties not signatories hereto. ARTICLE XIV. TERM. This agreement shall be effective upon execution by both parties and shall continue in effect annually until final acceptance of the Project. This agreement shall automatically renew annually during this period. 3 APPROVED AS TO FORM: COUNTY OF COLLIN, TEXAS By: By: Name: Name: Title: Title: County Judge Date: Date: Executed on this day of , 200_, by the County of Collin, pursuant to Commissioners' Court Order No. . ATTEST: CITY OF WYLIE, TEXAS By: By: Name: Carole Ehrlich Name: Mindy Manson Title: City Secretary Title: City Manager Date: Date: Executed on behalf of the City of Wylie pursuant to City Council Resolution No. APPROVED AS TO FORM: By: Name: Title: City Attorney Date: 4 PROJECT FUNDING SCHEDULE 2007 COLLIN COUNTY BOND PROGRAM IbNowilIted Project_ . -:_ .t u ,.' .. , O i1 . . . ., , ,_x City Fun 20�2 Ts�al Avawllable Wylie001 Brown Street-FM 1378 to Ballard Avenue $4,453,750 $4,453,750 Yes -Project currently under design. Wylie002 McMillan Rd(Park Blvd)-McCreary Rd.to FM 1378 $500,000 $500,000 $3,149,375 $4,149,375 No -City request Collin County begin design and • right-of-way acquisition. Wylie004 Stone Road-Akin Ln. to County Line Rd. $5,021,250 $5,021,250 Yes -Request County funds for construction. CC006 CR 819(Ballard St)-Alanis Rd.to County Line $500,000 $500,000 $4,400,000 $5,400,000 No -City request Collin County begin design and right-of-way acquisition. CC007 Park Blvd-FM 2514(Parker Rd.)to Spring Creek Pkwy $750,000 $380,000 $1,130,000 No -City request County begin right-of-way acquisition TOTAL $1,750,000 $5,833,750 $0 $9,421,250 $3,149,375 $20,154,375 Collin County 2007 Bond Program Transportation Project Shortlist(Tier 1 Projects) July 11,2007 Pro)scl Description Cost Bre 6d0955 Inlaid Screening Traffic Eraluatiat Protect Limits No.Laws City Ysr Congestion Told Cost Bond Cost City Lgth Protect Letting Total Protect Omer ity Participation County County Adding Opts. Letting 2030 Factor 65800ncy Elficwncy No. Rank Roadway From To ',mil TYP. Exist Prop D C�� Partcpakon C Wation ParMrpatbon T-Plan? Capacity? Imp? p 45 Yrs? ADT (v im) ( .,rr,) ($,M ) �1 II) 12) (3) (4) (5) (6) (7) (8) (91 (101 (11) (12) (13) (141 (151 116) (17) (18) (191 120) 121) (22) (23) City of Princeton I 016,42,0001 SO $7,771,000 17,771,000 Pnncelon001 I 1 ICR 407(Monte Carlo Bird) US 380 IFM 75 2 27 Reconstruction 2 4 2309 $'5 542 003' $7.771 000 Si 771 000 Yes Yes Yes Yes Yee 14000 1 33 488 46 244 23 I 'City of Pospr 1 S9,754.6791 SO 14P77,201 $1,877,288 P,ospe1001 1 ;Prosper Trail CNT IPleOon Rd 198 Wdenng/Reconstructon 2 4 2002i S4435425, $2.217713 S2.217.713 Yes Yes Yes Yes Yes 5,100 049 M 43924 21962 Pmspe1002 2 :First Sl Preston Rd !Cod Rd 125 Reconstruct. 2 4 2008 S3033344. $1.516 672 $1 516 672 Yes Yes Yes Yes Yes 9,600 091 25278 I 12639 Prosper003 3 ',Cat Rd Yost St US 380 1 00 Reconstruction 2 4 2008 $2 285.806; $1 142,903 $1 142.903 Yes Yes Yes Yes Yes 20,800 1 98 I 109 89 I 54 95 !City of Richardson $1,14,0001 S0 SM7,000 SM7,000 Y I Rrchartlson001 I ',;Alma Rd Renner Rd N/A Intersection Improvements 2008 5115000, 557,500 557,500 Yes Yes Yes Yes Yes N/A N/A WA i N/A R¢nartleor002 2 ;Jupiter Rd Renner Rd WA Intersection Improvements I III 2008 5295 000 5147 500 5147.500 Yes Yes Yes Yes Yes N/A N/A N/A I N/A • Richertleor003 3 iJupnts Rd SH 190 N/A I lntereectwn Improverents 1 2008 5185000 592.503 $92.500 Yes Yes Yes Yes Yes N/A N/A I W I A r WA Rohardsor004 4 ISH193 Renner Rdil WA IntereMron Improvements I 2908 5145000, 572.503 572.500 Yes Yes Yes Yes Yes WA N/A N/A I WA Rrchabor005 5 Performance Dr SH 190 ;Renner Rd 0 28 Engineering 0 4 2008 $254 COO: $127.003 $127.000 Yes Yes Yes Yes Yes 11 300 WA 7912 1 39 56 RCnardson007 6 [Renner Rd No0Mtar Dr Murphy Rd 1 B0 Engineering 4 5 I 2009 5900.000I S450.000 $450.000 Yes Yea Yes Yes Yes 13 600 0 45 I 36 66 I 18 33 I 'filly of Mans S3,410,000. SO S1,706,00 61,709,000 Sachse001 1 ',Rant Rd IW of Woodbnd¢Urol 14 Hwy 78 0 61 Wolerong 2 4 2009 3960000, $480.000 $480,000 Yes Yes Yes Yes Yes 4.100 0 39 I 363 85 191 92 5achae002 2 DeWitt St I lrgram Rd ',Ranch Rd 048 Wdenng 2 4 2008 5720000. $360.000 $360,000 Yes Yes Yes Yee Yes 4,100 039 r 36220 18110 Sachse004 4 ',Maxwell Creek Rd Ranch Rd jNorth city limit 093 Reconstruction 2 4 2012 $1730.0X. $865,000 S865,000 Yes Yes Yes Yes Yes 4.100 039 45371 22666 13,424,376 I M001 1 M Worm'Rd P5,580) 'E.of McCrory __._.. yt4F FM 1378 Bard Y 376 11OD Ramntru.Eon __ _. _.2 I 4 2g04 $0296,770� _._...._ —.SS,,143,375..sS4,149,375 Yes Yee Yr Yes Yes 5 1 tl0..1 Q9y of WON S.,248,780 SO 5,500 0 52 000 13 Wy1MOD2 ( 000 0.19 3810 21 1806.1g Wylls004 4 &or.Rd AMn Lr1 Cousy line Rd 1 99 R9wnebl ion 2 4 2009 S10 042,5001 55,021,280 $5,021,250 ,800 0 55 i B70 88 I 436.34 3 of 7111R007 air i PrpreCn Collin County 2007 Bond Program Transportation Project Shortlist(Tier 1 Projects) July 11,2007 Pro1Rt Oesorg8otr Cost Brantslotwr instal Screening Tragic Evatoafioe Project Limits No.Lary Year 10- Coy Roadway Lgm Protect L Total Project Other Court Co City Congestion Total Cost Bond Cost No. Rank Name From To Imrl TYPO Date Cos Participation Cty Parkc�pa4an PaRfc a0on T? GA�� Opr SOb Letting 2030 Factor EIRclency 9Rcrenty Ernst Prop R W apxiy? mp? �6Yn? ADT PaYI (vim) 1vd/cap) (LvM+r1 1Lveh-rN1 I/1 12) (3) (4) (5) 161 17) (8) (OA (1N 111) (12) (131 (14) (151 (16) (17) 1181 11S/ 1201 (21) 122) (231 County Project, _ 60,522.660' 377,6p.'• 60 336,066,600 euoty Roo a d Pro(ea —C 1 CC001 1 hake(Avon Wage Crnfflrg _Osage Ln ISH 78 B 66;Engineering f4s,117.000'. $37,$d7,000 >b $70,130,000 _ tglreerny 0 i 2 "N1A S500000. $500000 Yes Yea Yee WA , N/A 25.700 N/A CCOR2 2 Cuter Loop LS 75 SH 121 4 89 New Alenal 0 2 201+. — 2 24 2 25 GC003 3 Cider Loop Ca1ae North Tdlwa/ 1SH 289 1 80 New Arterial 0 7 2 1 y $15 924 035. 510 1],025,000 $5.025 000 Yee Yes Yes N/A Yes 17 000 N/A 265 44 60 GCUOa 4 CR 408 Road Bend E Borten BreriFM 75 $15 924 000; 510962.000 $4 962.000— Yea Yes Yes WA Yes 40 000 WA 22?17 68 92 2 00 ROW 2 I 2 I 7071 5770.000'i 577D 000 Yee Yes Yes WA Yea 3300 0 31 116 67 1 116 67 GC005 5 CR618 CR 665 East it'County Lyre 180 ROW 2 2 20/0 $407000' i 5407000 Yes Yef Yee N/A Yes 100 0.01NEM. 226111 006 (Brandlaae CC 6 CR 616 St) �A Rd �Coudy Lae 1 20 R0m oetruglon 2 I 4 Mil 35.400,0001 S5,400,003 Yee Yee Yes W 00 A I` Yee 10,03 0. 432.OS 432-CO C0007 7 Pert Stud FM2514(Parlor Rt$ Sprr0 Cnrt Plrry _230 ROW 2 4 N/A S1,130,0031 I S1,130,0001 Yee Yee Yes WA ! WA 1 3,100 0.30 150.46 1 150.i CC008 8 CR 170 FM 2478 ;Honey Creek 1 60 ROW 2 2 ' 2C1' $616 000 $616 000_ Yes Yee Yes N/A es 22500 2.14 1711 1 17 11 CCW9 9 CR 424 Sheffield Ferns CR; SOB 1 00 Reconstruction 2 2 2C10 $1 3200' 51 320000 Yes Yes Yee N/A Yea 8B00 0 84 150 W I 150.00 1 'County Drainage Prefects $4,6K 6 600' 30 $0 $4,6 1 6,600 CD001 1 CR 408 a Boners Branch New Hope City Lines East Road Bend 0 50 ! 2009 5660.000' I $660000 Yes No Yes No Yee WA -1N/A {1 WA WA CD0R2 2 CR 618 a Ceder Creek _ 2009 5363 000 S363 GOO lee No Yea No : The WA WA N/A I WA C0003 3 CR 638 0 Sabine Creek _ _ — I 2009 S412.500 5412.500 Nci No Yes No Yes N/A WA N/A 1 N/A C0004 4 CR 463 a Ramon of Sister Grove Creek 1 2009 $308 003 5308.000 Yes No Yes No Yes N/A WA WA WA _ CD005 5 CR 127 a How Branch _ - 2009 5341 000. S341 000 Yef No Yee No f Yes N/A WA N/A i N/A C0006 6 CR 617 a Branch of Hickory Creek. _ — 2009 5308.000'' 5308 000 Yef No Yes No i Yes { N/A WA N/A 1 N/A CD007 7 CR 8 a Tickey Creek 2009 $407 000' 1 40 5407.000 Yes No Yes No Yes N/A WA { N/A I WA CDOOB 8 CR 655 a Boron of Brushy Creek i2009 5308 003 $308.000 No No Yes No Yee N/A WA WA N/A CD008 9 CR 593 a Pnce Creek _ 208'9 5352000 5352000 No No I Yes No Yee N/A N/A N/A N/A C0010 10 CR 58 0 Clerks BrerR1 ' 20CN %BJ 000' 1 1 — 5603 000 Vef No Yee No Yee N/A WA N/A WA CD011 11 CR'34 a Honey Creek I 2004 5374000i $374000 Yes No Yee No Yee i N/A N/A N/A WA C0012 12 CR 580®'Mart Creek / 2010 5429.000' $42$000 No No es No Yes N/A WA { N/A WA 58,ee sbMrs'Dt,crrbn1ey 1 _ 1 616,000,000 $0 60 $N,000,000 Ir 'Commissioners'Discretionary — 516,000,000 S0 $0 $16,000,CCO COM M001 [ 1 'Commissioners.Discretionary 1 i r 515 000 000 515000.0001 { { Note ADT volumes are estimates based on PM peak-hour traKic protections from the NCTCOG's travel demand model for the DEW region,using the Collin County Moblny Plan 2007 Update demographic inputs ADT volumes lor mdviduel segment,nay very Tier I Protects 4 0/4 7/11/2007 Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: 7 Department: WEDC (City Secretary's Use Only) Prepared By: Sam Satterwhite Account Code: Date Prepared: 7/15/08 Budgeted Amount: Exhibits: 1 Subject Consider, and act upon, authorizing the WEDC to purchase a 0.406 acre tract on Cooper Drive, in the amount of $57,477.42, from the Kansas City Southern Railway Company. Recommendation Motion to authorize the WEDC to purchase a 0.406 acre tract on Cooper Drive, in the amount of$57,477.42, from the Kansas City Southern Railway Company. Discussion A contract between the WEDC and the Kansas City Southern (KCS) Railway Company was executed and receipted by Commonwealth Land Title on June 30, 2008. The contract formalizes the WEDC's intent to purchase a 0.406 acre tract owned by the KCS located on Cooper Drive. The tract was originally purchased by the KCS on 2-24-99 in connection with a new rail line being developed to intersect F.M. 544 and reconnect with the main line to Zach Junction in Garland. The WEDC has been acquiring property on Cooper Drive since 1999 (starting with the Extruder's tract) in an effort to redevelop the area from light manufacturing to office/retail. The WEDC currently owns four tracts on Cooper consisting of 1.803 acres. Purchase price for these tracts has ranged from $6.56 - $9.66 per square foot. The attached contract identifies a purchase price of$3.25 per square foot equating to $57,477.42. Other properties acquired by the WEDC on Cooper had existing structures which demanded a higher purchase price. The intent of the WEDC is to hold this property until which time it can be combined with adjoining tracts to redevelop the area from Shafer Plaza to F.M. 544. Approved By Initial Date Department Director SS 7/15/08 City Manager Page 1 of 2 CONTRACT FOR SALE OF REAL ESTATE THIS CONTRACT("Contract")is made and entered into as of the Effective Date (defined below), by and between THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation (Seller"), and WYLIE ECONOMIC DEVELOPMENT CORPORATION, a Texas corporation ("Buyer"). WITN ESSETH: in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows: ARTICLE I The Property 1) Subject to the terms and conditions of this Contract, Seller agrees to transfer to Buyer, "AS IS", all of Seller's right, title and interest, if any, in that certain real property situated in Wylie, Collin County, Texas as shown on drawing marked Exhibit "A", attached hereto and incorporated herein by reference (the "Land"), together with all buildings and improvements thereon and appurtenances thereto (the "Improvements"; the Land and the Improvements are sometimes referred to herein in the aggregate as the "Property"). Seller reserves all right, title and interest in and to all oil, gas and minerals in and under the Land ("Mineral Rights"). In the event Seller attempts to reduce oil, gas or other minerals to possession, it will do so through directional drilling or some other manner that will not interfere with the surface use of the Property. The Property will be transferred subject to the Permitted Exceptions (hereinafter defined), any and all encroachments, easements, rights-of-way, servitudes, reservations, covenants, restrictions, severances, royalty interests, licenses, agreements, and rights of others, whether of record of not, zoning ordinances and laws, taxes and assessments and liens securing the same, and those facts and matters that would be disclosed by an accurate survey and inspection of the Property by a prudent purchaser. ARTICLE II Purchase Price 2.1) Purchase Price. 'The total Purchase price for the Property shall be THREE and 25/100 DOLLARS ($3.25) multiplied by the number of gross surveyed square feet, as cash or wire transferred funds, at the Closing (hereinafter defined), subject to prorations and other adjustments as provided for in this Contract. 2.2) Earnest Money. Buyer is delivering to the Title Company an earnest money deposit in the cash sum of FOUR THOUSAND THREE HUNDRED and 00/100 DOLLARS ($4,300.00) ("Earnest Money Deposit"), which amount shall be held in an escrow account by the Title Company pending closing, ARTICLE III Title and Survey 3.1) Survey. Within thirty (30) days from the effective date hereof, Buyer shall, at Buyer's expense, provide Seller with a current survey (the "Survey") of the Land and Improvements, prepared by a Registered Public Surveyor acceptable to Buyer, Seller and the Title Company. The Survey must be dated after the date of this Contract, and must include a - legal description of the Land. The legal description must begin from a government corner, must -1- May 22,2a0H show all courses, distances and degrees, and must show all improvements and encroachments on the Property. Said description must fully close, and must recite the exact area of the Land. Buyer must provide Seller with a copy of the Survey. When approved by Buyer and Seller,the Survey and description will be deemed incorporated into this Contract and must be used in the deed to Buyer hereunder. Seller has twenty(20)days from receipt of the Survey to notify Buyer of any objections to the Survey. With regard to items to which Seller does object within the twenty (20) day period, Buyer and Seller agree to negotiate in good faith for a period not to exceed fourteen(14)days to resolve those objections in any manner acceptable to both parties. If the objections are not resolved within the fourteen (14) day period referenced herein, Seller must, within ten (10) days of the expiration of the fourteen (14)day period, either waive those objections or terminate this Contract by written notice to Buyer. Seller's failure to elect either of those two foregoing options within such ten (10) day period will be deemed a waiver of those objections. 32) Title Commitment. Buyer may obtain, in Buyer's sole judgment and discretion and at Buyer's expense, not later than twenty (20)days after approval of the Survey by Buyer and Seiler as provided above, a current standard coverage ALTA Form Commitment, for a Standard Coverage Owner's Policy of Title Insurance (the"Title Commitment"), describing the Land, naming Buyer as the proposed insured and showing on the policy the total purchase price for the Property. 3.3) Review of Title and Survey. Buyer has until twenty(20)days after receipt of all of the Title Commitment and the Survey(the"Review Period"), in which to notify Seller of any objections Buyer has to any matters shown or referred to in the Title Commitment or the Survey. Any title encumbrances or exceptions that are set forth in the Title Commitment or the Survey and to which Buyer does not object within the Review Period (as to the Title Commitment and the Survey) will be deemed to be permitted exceptions to the title (the °Permitted Exceptions"). With regard to items to which Buyer does object within the Review Period, Seller has a period of thirty(30) days from the date of Buyer's notice to either cure or cause the Title Company to endorse over any exceptions to which Buyer has objected. If the objections are not cured or endorsed over within such thirty(30)day period, Buyer must, within ten (10) days of the expiration of such thirty (30) day period, either waive the objections or terminate this Contract by notice to Seller. Buyer's failure to elect either of the two foregoing options within such ten (10) day period will be deemed a waiver of those objections that have been neither cured nor endorsed over, and such objections will be included among the Permitted Exceptions, ARTICLE IV Environmental Assessment 4) Within thirty (30) days from the date hereof Buyer may, in Buyer's sole judgment and discretion and at Buyer's expense, cause a Phase I Site Assessment of the Property("Assessment")to be conducted by a qualified engineer or environmental consultant of Buyer's choice. The engineer or environmental consultant selected by Buyer must be approved by Seiler, but such approval may not be unreasonably withheld or delayed. The Assessment must be conducted in accordance with ASTM-E-1527 — Current Standard. The Assessment must be performed in such a manner as to not physically damage the Property or unreasonably interfere with Seller's normal use or occupation of the Property. Upon reasonable advance notice, Seller must allow reasonable access to the Property for the purpose of conducting the Assessment. Buyer has no right to enter or inspect other property of Seller adjacent to the Property shown on Exhibit A. Seller may, at its option, participate in the Assessment, including, without limitation, accompanying Buyer's representatives on any physical investigation of the -2- May 22.2008 Property. Buyer must furnish to Seller all information, raw data, opinions and test results generated by any such Assessment promptly after Buyer's receipt of same. In the event Buyer deems it necessary and reasonable after the performance of the Assessment to conduct sampling and analysis (a "Phase 11 Assessment'), Buyer must prepare and submit a written sampling and analytical plan (a "Phase II Plan") to Seller for approval. Following Seller's receipt of Buyer's Phase it Plan, the parties have thirty(30)days to negotiate a mutually acceptable Phase II Plan, or to terminate this Contract by written notice from either party to the other. Upon Seller s approval of Buyers Phase 11 Plan, Buyer has sixty (60) days to complete the Phase II Assessment (the 'Phase II Assessment Period"). The Phase II Assessment will be conducted at Buyer's sole cost and expense. Buyer must promptly furnish to Seller copies of all information, raw data, opinions and test results generated by the Phase II Assessment. If requested by Seller, Buyer must provide Seller with a split of each sample taken. If within the Phase II Assessment Period, Buyer determines that an Environmental Condition (as hereinafter defined)exists on the Property that potentially violates any Federal, state or local law, then Buyer must notify Seller in writing of the Environmental Condition, Buyer's failure to notify Seller of such Environmental Condition prior to the expiration of the Phase II Assessment Period will be deemed a waiver of its right to object to, or claim any damage with respect to, the Environmental Condition. Within a reasonable time period from the date of Buyer's notice, but not later than the Closing Date, Seller will have the option, but not the obligation, to cause such Environmental Condition to be cured to Buyer's reasonable satisfaction, which satisfaction will be established conclusively by the recordation of the deed described in Section 6.2(a)(1) hereof. If Seller has not cured the Environmental Condition by the Closing Date, Buyer may elect to waive Buyer's objection and proceed to close or elect to extend the Closing Date to provide Seller an opportunity to cure the Environmental Condition. Provided, however, that at any time after the date of Buyer's notice of such condition, Seller may notify Buyer in writing that Seller will not effect such cure, in which event Buyer must, within ten days of the date of such notice either waive its requirement of Seller to cure the Environmental Condition or terminate this Contract by written notice to Seller. Buyer's failure to elect either of the two foregoing options within such ten day period will be deemed a waiver of its right to object to, or to claim any damage with respect to the Environmental Condition. Buyer specifically agrees not to disclose to third parties, except as reqquired by law, the results of any environmental tests, surveys,or assessments. In the event this Contract is canceled or terminated, Buyer must immediately deliver all documents and samples relating to its environmental assessment(s) to Seller and must keep the results thereof confidential, except as required by law. To the greatest extent permitted by law, Buyer must give Seller advance notice prior to making any disclosures that it believes are required by law, and must provide Seller with a copy of any such disclosure. This confidentiality requirement will survive termination of this Contract. ARTICLE V Representations and Warranties 5.1) Representations and Warranties of Seller. Seller hereby represents and warrants as of the. Effective Date, which representation and warranty will be true as of the Closing.Date, that Seller is duly organized, validly existing and in good standing under the laws of the state of its origin, Seller has full right, authority and capacity to execute and perform this Contract and to consummate all of the transactions contemplated herein, and the representative of Seller who executes and delivers this Contract and all other documents to be delivered to Buyer hereunder is and will be duly authorized to do so. Buyer hereby acknowledges that, except as expressly set forth herein, neither Seller nor any party on Seller's behalf has made, nor does it hereby make, any representation -3- May 22.2008 or warranty as to the Property. Buyer will have or has had a reasonable opportunity to inspect the Property, and Buyers entry into this Contract and its purchase of the Property are based on Buyer's independent investigation and evaluation of the Property. 5.2) Representations and Warranties of Buyer. Buyer hereby represents and warrants as of the. Effective Date hereof, which representation and warranty will be true as of the Closing Date, that Buyer has full right, authority and capacity to execute and perform this Contract and to consummate all of the transactions contemplated herein. ARTICLE VI Closing 6.1) Time and Place of Closing. Subject to all the provisions of this Contract, the closing of this Contract (the "Closing") will take place at Commonwealth Land Title, 108 West Marble, Wylie,Texas 75098 on , or such earlier date as to which the parties hereto may mutually agree (the "Closing Date"). Seller shall have the right to delay the Closing Date by notice to Buyer up to ninety (90) days, in Seller's sole judgment. 6.2) Events of Closing. At the Closing: (a) Seller will deliver to Buyer the following: 1) a Deed without warranty substantially in a form attached hereto as Exhibit "B", duly executed and acknowledged by Seller, conveying to Buyer all of Seller's right, title and interest, if any, in and to the Property, subject to the Permitted Exceptions and those matters set out in Article I hereof, but reserving the Mineral Rights unto Seller; 2) such evidence of the authority and capacity of Seller and its representatives to consummate the transactions contemplated hereby, as Buyer or the Title Company may reasonably require; (b) Buyer will deliver to Seller the following: 1) the Purchase Price, in cash or wire-transferred funds, less the Earnest Money Deposit, which shall be retained by Seller;and 2) such other documents as. Seller or the Title Company may reasonably require. 6.3) Expenses. Seller will pay its share of the prorations as set forth in Section 6.4 hereof, and its own attorneys' fees. Buyer will pay its share of the prorations as set forth in.Section 6.4 hereof, the premium for the Owner's Policy of Title Insurance, the recording fees for the Quit-Claim Deed it receives, its own attorneys' fees, and all other expenses hereunder. 6.4) Prorations. Real and personal property ad valorem taxes, installments of special assessments, rent, insurance premiums (if and to the extent that Seller's policies are assumed by Buyer), utility charges and other operating income or expenses will be prorated to -4- May 22,2008 the Closing Date, based upon actual days involved. Seller reserves all rights to collect any delinquent rents after the Closing; provided,however,that Seller has no right to evict any tenant or to enforce any landlord's lien. Seller will be responsible for all ad valorem taxes or installments of special assessments for any period prior to the Closing Date. Buyer will assume and pay all such taxes and installments of special assessments accruing from and after the Closing Date. To the extent that the amount of such charges and expenses referred to in this Section are unavailable at the Closing Date, the prior year's actual figures will be used. Buyer does not waive any exemption or other exception it, or the Property may have from rollback taxes, pursuant to Section 23.55(f)of the Texas Property Tax Code. ARTICLE VII Damacte to Property and Condemnation 7,) Seller must give Buyer prompt notice of any casualty substantially affecting the Property between the date hereof and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Land. If, prior to the Closing,the Property is destroyed or substantially damaged by a casualty or there is an actual or threatened taking or condemnation of all or any portion of the Land, then Buyer may at its option, terminate this Contract by notice given to Seller within the earlier of (i) twenty (20) days after Buyer has received the notice referred to above or (ii) at the Closing. If Buyer does not so elect to terminate this Contract, then the Closing will take place as provided herein without abatement of the Purchase Price, and there will be assigned to Buyer at the Closing all of Seller's interest in and to all insurance proceeds or condemnation award, except that Seller will retain all insurance proceeds and/or condemnation awards in excess of the Purchase Price as adjusted by permitted Prorations. ARTICLE ViII Termination,Default and Remedies 8.1) Permitted Termination. If this Contract is terminated by either party pursuant to a right expressly given in this Contract ("Permitted Termination"), neither party will have any further rights or obligations hereunder other than the rights, duties and obligations expressly stated to survive the termination of this Contract. If Buyer terminates this Contract pursuant to any right expressly granted to Buyer hereunder, the Earnest Money Deposit shalt be returned to Buyer. 8,2) Default. Either party is in default hereunder if such party fails to meet, comply with or perform any material covenant, agreement, or obligation required by this Contract. 8.3) Remedies. Following a default by either Seller or Buyer under this Contract,the other party will have the following remedies: (a) if Seller defaults, Buyer may (i) specifically enforce this Contract against Seller; or (ii) terminate this Contract by notice to Seller. Such remedies are Buyer's sole and exclusive remedies against Seller and Buyer hereby waives all other legal or equitable claims, including the recovery of any damages for such default. (b) if Buyer defaults, Seller may (i)specifically enforce this Contract against Buyer and pursue any available legal or equitable claims against Buyer; or (ii) terminate this Contract by notice to Buyer, in which event Seller shall be entitled to retain the Earnest Money Deposit. Such remedies are Seller's sole remedies against Buyer and in the event Seller elects alternative (ii) above, Seller hereby waives all other legal or equitable claims, including the recovery of any additional damages for such default. -5- May 22.2008 8.4) Attorneys' Fees. If it becomes necessary for either Buyer or Seller to employ an attorney to enforce its rights pursuant to this Contract due to the default of the other party, the prevailing party will be entitled to recover its reasonable attorneys' fees (which term, as used herein,will be deemed to include paralegals'and legal assistants'fees). ARTICLE IX Brokerage Commission 9.) If any real estate broker or agent can establish a valid claim for commission or other compensation as a result of Buyer having used their services in connection with the purchase of the Property, all such commission or other compensation shall be paid by Buyer. Seller shall not be liable for any real estate commissions or finders fees to any party with respect to the sale of the Property, except amounts due to Staubach Global Services - RR, Inc, ("Broker) pursuant to a separate agreement. Buyer acknowledges that Broker has advised, and hereby advises, Buyer that the Broker is acting on behalf of the Seller, with the duty to represent Seller's interest, and Broker is not the agent of the Buyer. if a policy of title insurance is to be obtained, Buyer should obtain a commitment for title insurance which should be examined prior to Closing by an attorney of Buyer's choice. Prior to the execution of this Contract, Broker has advised and hereby advises the principals of this transaction, that this Contract is binding on them, and the principals hereby acknowledge that they have been so advised. Broker has no authority to execute any document on behalf of Seller, make representations on behalf of Seller or bind Seller in any manner. On or prior to the Effective Date, Broker has advised and hereby advises Seller and Buyer, by this writing and by other means, of the existence and availability of the Texas Real Estate Recovery Fund, which was and is established for the purpose of reimbursing certain aggrieved persons who suffer actual damages by reason of certain acts committed by a duly licensed real estate broker or salesman, or by an unlicensed employee or agent of a broker or salesman, provided the broker or salesman was licensed by the Sate of Texas at the time the act was committed and provided recovery is ordered by a court of competent jurisdiction against the broker or salesman, and Seller and Buyer hereby acknowledge that they have been so advised. Seller and Buyer are hereby advised that the Texas Real Estate Commission administers two recovery funds which may be used to satisfy judgments against inspectors and real estate licensees involving a violation of the law. Seller and Buyer are hereby advised that if they have any questions regarding the Texas Real Estate Recovery Fund or the Texas Real Estate Inspection Recovery Fund or if they desire to direct a complaint to the Texas Real Estate Commission they should contact the Texas Real Estate Commission at the following address and telephone number: Texas Real Estate Commission, P. O. Box 12188, Capitol Station,Austin, Texas 78711-2188(telephone no. (512)465-3960). ARTICLE X Miscellaneous 10.1) INDEMNIFICATION. FROM AND AFTER THE CLOSING DATE, BUYER AGREES TO THE EXTENT PERMITTED BY LAW, AND WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITIES TO WHICH THE BUYER IS ENTITLED BY LAW, TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLER, iTS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUCCESSORS AND ASSIGNS (EACH, A "SELLER PARTY"), FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, RESPONSE COSTS, CLAIMS, LOSSES, FINES, LIABILITIES AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL, ACCOUNTING, CONSULTING, ENGINEERING AND OTHER EXPENSES, WHICH MAY BE IMPOSED UPON OR INCURRED BY SELLER (OR ANY SELLER PARTY), OR ASSERTED AGAINST SELLER (OR ANY SELLER PARTY) BY ANY -6- May 22,2008 OTHER PARTY OR PARTIES (INCLUDING, WITHOUT LIMITATION, A GOVERNMENTAL ENTITY OR ANY PERSON EXPOSED TO AN ENVIRONMENTAL CONDITION), ARISING OUT OF OR IN CONNECTION WITH ANY ENVIRONMENTAL CONDITION (AS HEREINAFTER DEFINED), WHETHER EXISTING PRIOR TO THE CLOSING DATE OR AFTER THE CLOSING DATE, REGARDLESS OF WHETHER SUCH ENVIRONMENTAL CONDITION OR EXPOSURE RESULTED FROM ACTIVITIES OF SELLER, ITS PREDECESSORS IN INTEREST, TENANTS OF SELLER, ANY OTHER SELLER PARTY, ANY OCCUPANTS OR USERS OF THE PROPERTY OR ANY OTHER PERSON OR ENTITY WHATSOEVER, OR ANY COMBINATION OF THE FOREGOING. THIS DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS WILL SURVIVE THE CLOSING AND REPRESENTS A MATERIAL CONSIDERATION FOR SELLER'S ENTRY INTO THIS CONTRACT. For purposes of this Contract, the term "Environmental Condition" means the presence or release of any hazardous substance into the environment on, in or from the Property, including, without limitation, Environmental Conditions relating to Seller's use of the Property as railroad track right-of-way. The term "release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, The term "environment" means any surface or ground water, drinking water supply, land, surface or subsurface strata, or the ambient air. "Hazardous substance" means any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, or hazardous or toxic substance or infectious material, substance or waste or other similar term, by any federal (including without limitation the Comprehensive Environmental Response Compensation and Liability Act of 1980 NERCLA"), as amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"j, codified at 42 U.S.G. § 9601, et seq.), state or local environmental statute, regulation, ordinance or decree presently in effect, or that may be promulgated in the future, and as such statutes, regulations and ordinances be amended from time to time, including without limitation, asbestos, petroleum products, mining wastes, fly ash and agricultural chemical products. Finally, to the extent that the laws of the state in which the Property is located establish a meaning for the terms"release,""environment" or"hazardous substance"which is broader than that defined above in federal law, such broader meaning applies as well. 10.2 Notices. All notices, demands, requests and other communications required or permitted hereunder must be in writing, and will be deemed validly given, made or served, when in writing, and delivered personally or by registered or certified mail, postage prepaid, addressed to the addressee at its address set forth below or at such other address as such party may have specified theretofore by notice delivered in accordance with this Section: If to Seller: Attn: Raymond Moehlman If to Buyer: Attn: Samuel Satterwhite Physical address: Wylie Economic Development Corporation KCS Real Estate Department 108C W. Marble 427 West 12th Street Wylie,TX 75098 Kansas City, Missouri 64105-1804 Mailing address: KCS Real Estate Department P O Box 219335 Kansas City, Missouri 64121-9335 10.3 Governing Law. The laws of the state in which the Property is located govern the validity, enforcement, and interpretation of this Contract. -7- May 22,2008 1(1.4 Cnunteroart Execution. This Contract may he executed in severai counterparts, each of which will be fully effective as an original and all or which together constitute one and the same instrument. 10.5 Headings. Construction. The headings that have been used throughout this Contract have. been inserted for convenience or reference only and de not constitute matter to be construed in interpreting this Contract. Words of any gender used in this Contract are to be held and construed to include any other gender and words in the singular number are to be held to include the plural, and vice versa, unless the context requires other ise. The words "herein', "hereof', "hereunder", and other similar compounds of the word "here' when used in this Contract refer to the entire Contract and not to any particular provision or section. If the last day of any time period stated herein falls on a Saturday; Sunday Or legal holiday, Bien the duration of such time period will be extended so that it will end on the next succeeding day which is not a Saturday, Sunday or legal holiday. 10.6 Invalid Provisions. If any one or more of the provisions of this Contract. or the applicability of any such provision to a specific situation. is hero; invalid or unenforceable. such provision will be modified to the minimum extent necessary to make it Or its application valid and enforceable, and the validity and enforceability of all other Provisions of this Contract and all other applications of any such provision will not be affected thereby. 10.7 eindijyEffect. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective heirs. personal representatives, successors and assigns_ Except as expressly provided herein nothing in this Contract is intended to confer on any person, other than the parties hereto and their respective heirs, personal representatives. successors and assigns, any rights or remedies under or by reason of this Contract. 10 Further Acts, In addition to the acts recited in this Contract to be performed by Seller and Buyer, Sealer and Buyer agree to perform or cause to be performed at the Closing or after the Closing any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 10.9 Date of Contract. The effective date of this Contract("Effective Date" is for all purposes the date of the signature of the last party to sign this Contract. 10,10 Time of the Essence. Time is of the essence under this Contract SELLER: BUYER: THE KANS CITY SOUTHERN WYLIE ECONOMIC DEVELOPMENT RAILWAY tt'AN CORPORATION By: B • SOC:daL) Punted Name_: ( i\}=.tit( __ _ PrintedName: ;q,mw r:t et'c3 G c Title: ‘/ �` I To): t i rJ ;to`" E Executed by Seller on Executed by Buyer on . 200e 1`4440+0 t0 2008 l tec late rev � vrk:fCC t _ it?iSt tC'ti•nalsri ._....1 3 Slav«_.r? a GF 2232002732-737 EARNEST MONEY RECEIPT Contract between The Kansas City Southern Railway Company to Wylie Economic Development Corporation. Check number 030654 in the amount of$4300.00 on June 30, 2008. Escrow Agent:Commonwealth Title 108 B West Marble Wylie, TX 75098 972-442-3541 972-442-4162 Fax By: Christi Foster y . ; pI�,.5..,.' ✓ "F� - 4�{7 4t ,' a. 3 N- ` y -V.. q � � r.KK s 2 k Sys .4 „ • , : - � �Y `y, 4 s ... , L r,, 75 - - -1.-,,,01 - • . K .i•-; 4,,f , 4-• ,, ""t , ' LD if • " � r , fF s .-:, f u.:.. rr is p` _ 1� r ,�. } sty t ^ ; c if'�"�"9d �t 2 �q"i, x •> ,� p �, ,-se o � .�✓: � t -J w u e ,s-r � , r iyS ;.Yf, ti a • EXHIBIT B CONTRACT FOR SALE OF REAL ESTATE DEED (Without Warranties) STATE OF TEXAS } } §§ COUNTY OF COLLIN } KNOW ALL MEN BY THESE PRESENTS: that THE KANSAS CITY SOUTHERN RAILWAY COMPANY, a Missouri corporation, herein represented by its duly authorized, hereinafter sometimes referred to as "Grantor", for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, in hand paid by WYLIE ECONOMIC DEVELOPMENT CORPORATION, a(n) , hereinafter sometimes referred to as "Grantee", the receipt of which is hereby acknowledged, has GRANTED, SOLD AND QUIT CLAIMED, and by these presents does GRANT, SELL AND CONVEY unto said Grantee, its successors, and assigns, all of its right, title and interest, if any, in and to that certain parcel of land situated in the City of Wylie, Collin County, Texas, more particularly described as follows,to wit: (Description) ALL WARRANTIES THAT MIGHT ARISE BY COMMON LAW AS WELL AS THE WARRANTIES IN SECTION 5.023 OF THE TEXAS PROPERTY CODE (OR ITS SUCCESSOR)ARE EXCLUDED. This conveyance is being made by Grantor and accepted by Grantee subject to any and all encroachments, easements, servitudes, reservations, restrictions, licenses and agreements, and rights of others, whether of record of not, zoning ordinances and laws, and those matters which would be disclosed by an accurate survey and/or inspection of the Property -1 of 4- JEXHIBIT B CONTRACT FOR SALE OF REAL ESTATE SAID GRANTEE AGREES FROM AND. AFTER THE CLOSING DATE, TO DEFEND, INDEMNIFY, AND HOLD HARMLESS GRANTOR, INCLUDING GRANTOR'S EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL DAMAGES, COSTS, RESPONSE COSTS, CLAIMS, LOSSES, FINES, LIABILITIES AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL, ACCOUNTING, CONSULTING, ENGINEERING AND OTHER EXPENSES, WHICH MAY BE IMPOSED UPON OR INCURRED BY GRANTOR OR ASSERTED AGAINST GRANTOR BY ANY OTHER PARTY OR PARTIES (INCLUDING, WITHOUT LIMITATION, A GOVERNMENTAL ENTITY OR ANY PERSON EXPOSED TO AN ENVIRONMENTAL CONDITION), ARISING OUT OF OR IN CONNECTION WITH ANY ENVIRONMENTAL CONDITION (AS HEREINAFTER DEFINED), WHETHER EXISTING PRIOR TO THE CLOSING DATE OR AFTER THE CLOSING DATE, REGARDLESS OF WHETHER SUCH ENVIRONMENTAL CONDITION OR EXPOSURE RESULTED FROM ACTIVITIES OF GRANTOR, ITS PREDECESSORS IN INTEREST, TENANTS OF GRANTOR, ANY OCCUPANTS OR USERS OF THE PROPERTY OR ANY OTHER PERSON OR ENTITY WHATSOEVER, OR ANY COMBINATION OF THE FOREGOING. BUYER EXPRESSLY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS GRANTOR AGAINST GRANTOR'S OWN NEGLIGENCE. THIS DUTY TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SHALL SURVIVE THE CLOSING AND REPRESENTS A MATERIAL CONSIDERATION FOR GRANTOR'S ENTRY INTO THIS CONTRACT. For purposes of this Deed, the term "Environmental Condition" means the presence or release of any hazardous substance into the environment on, in or from the Property, including, without limitation, said Environmental Conditions relating to Grantor's use of the Property as railroad track right-of-way. The term `release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment. The term "environment" means any surface or ground water, drinking water supply, land, surface or subsurface strata, or the ambient air. "Hazardous substance" means any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, or hazardous or toxic substance or infectious material, substance or waste or -2 of 4- EXHIBIT B CONTRACT FOR SALE OF REAL ESTATE other similar term, by any federal (including without limitation the Comprehensive Environmental Response Compensation and Liability Act.of 1980 ["CERCLA"], as amended by the Superfund Amendment and Reauthorization Act of 1986 ("SARA"], codified at 42 U.S.C. § 9601, et seq.), state or local environmental statute, regulation, ordinance or decree presently in effect, or that may be promulgated in the future, and as such statutes, regulations and ordinances be amended from time to time, including without limitation, asbestos, petroleum products, mining wastes, fly ash and agricultural chemical products. Finally, to the extent that the laws of the State of Texas establish a meaning for the terms "release," "environment" or "hazardous substance"which is broader than that defined above in federal law, such broader meaning shall apply. Grantor reserves all right, title and interest in and to all oil, gas and other minerals in and under the said property herein conveyed, but obligates itself not to interfere with. the improvements upon said property, and in the event it attempts to reduce oil, gas or other minerals to possession, it will do so through directional drilling or some other manner which will not interfere with the surface use of said property. TO HAVE AND TO HOLD THE SAME, BUT SUBJECT TO THE ABOVE,with all the rights, immunities, privileges and appurtenances, thereto belonging, unto Grantee, and unto its successors and assigns, forever; so that neither Grantor, nor any other person or persons, for it or in its name or behalf, shall or will hereafter claim or demand any right or title to the aforesaid premises or any part thereof, but they and each of them shall, by these presents, be excluded and forever. barred. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the dates below indicated. ATTEST: THE TEXAS MEXICAN RAILWAY COMPANY By By (Name printed) (Name printed) (Title) (Title) (Date) KCS Law Dept.Review: -3 of 4- Assoc.Gen.Counsel EXHIBIT B CONTRACT FOR SALE OF REAL ESTATE ATTEST: WYLIE ECONOMIC DEVELOPMENT CORPORATION By By (Name printed) (Name printed) (Title) (Title) (Date) STATE OF PAISSOURI §§ COUNTY OF JACKSON } Before me, the undersigned, a Notary Public in and for said County and.State, on this day personally appeared ,and known to me to be the persons and officers whose names are subscribed to•the foregoing instrument and acknowledged to me that the same was the act of The Texas Mexican Railway Company, a corporation, and that they executed the same as the act of such corporation for the purposes and considerations therein expressed, and in the capacity therein stated, having been duly authorized sa to do. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,2008. Patricia.A. Sexson, Notary Public My Commission expires October 22, 2010 STATE OF TEXAS §§ COUNTY OF } Before me, the undersigned, a Notary Public in and for said County and State, on this day personally appeared , and known to me to be the persons and officers whose names are subscribed to the foregoing instrument and acknowledged to me that the same was the act of a corporation, and that they executed the same as the act of such corporation for the purposes and considerations therein expressed, and in the capacity therein stated, having been duly authorized so to do. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 2008. , Notary Public My Commission expires • • • • • • SECURITY WARNING:THE FACE OF THIS DOCUMENT FEATURES A COLORED BACKGROUND AND MICROPRINT BORDERS-THE REVERSE SIDE FEATURES ARTIFICIAL WATERMARKS 2000 HIGHWAY 78 NORTH AMERICAN NATIONAL BARE 030654 W YLIE,TEXAS WYLIE,TX 75098. OPERATING Bairn IP - -4111 .44k vagiblew DATE " NET AMOUNT IV' Sig? 1.11 41Y *1 .PBK 06/27/2008 .$.***.*4 , 300 . 00 VOID SIX MONTHS FROM DATE OF ISSUE • • 10,, ,•cnizA THOUS#Nri- DRED • RS *AV g 14.el At* ftli` ffi , Aely, la, a • A1 TO THE COMMONWEALTH LAIN tITLE ** 44 fy ORDR 108-B MARBL E OF WYLIE, TX 75098 - , 17.1 F41 2i14 Or .4.71 11%), • • ,,to4.41 fp.4 — qi; /142. 3`''5 4t44, tg w. ag. rib ifp. 44-x 1110306541" 1: 11 490 5191: 14000 25 7060 • • • • • • Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: 8 Department: City Manager (City Secretary's Use Only) Prepared By: City Secretary Account Code: Date Prepared: July 18, 2008 Budgeted Amount: Exhibits: 4 Subject Consider, and act upon, Resolution No. 2008-28(R) authorizing the City Manager to execute a Standing Steering Committee Participation Agreement and designate a representative of the City to serve on the Steering Committee of cities served by Oncor Electric Delivery Company. Recommendation Motion to approve Resolution No. 2008-28(R) authorizing the City Manager to execute a Standing Steering Committee Participation Agreement and designate a representative of the City to serve on the Steering Committee of cities served by Oncor Electric Delivery Company. Discussion The Steering Committee is the largest coalition of cities served by Oncor Electric Delivery Company. There are more than 100 member cities, representing 80+percent of the total load served by Oncor. The Steering Committee is the most active consumer group advocating the interests of cities and residential and small commercial customers within cities to keep wires rates reasonable. Most cities have original jurisdiction over the electric transmission and distribution rates Oncor charges all customers within city limits. Because Oncor has no competitors, regulation of the rates that it charges its customers is the only way that cities can ensure that transmission and distribution rates, which make up about twenty percent of the total electric bill, are fair. Working as a coalition to review the rates charged by Oncor allows cities to accomplish more collectively than each city could do acting alone. Steering Committee membership is open to all cities, regardless of whether original jurisdiction has been retained. With the increased volatility of the electric energy costs in the deregulated market, city regulation of transmission and distribution rates plays a crucial role in protecting city budgets and taxpayers. In the recent past, Steering Committee efforts have resulted in monetary payments to cities on reimbursement for excessive street lighting and water pumping charges. The Steering Committee achieved these reimbursements without agency or court action. In 2004, the Steering Committee coordinated the activities of 20 member cities including Dallas, Fort Worth, Page 1 of 2 Page 2 of 2 Arlington and Plano to initiate an investigation of Oncor's wires rates. Steering Committee members met several times with the Company in an attempt to address issues like unreasonable street lighting rates and the unfair application of demand ratchets to municipal accounts. As a result of those meetings and the cities' show cause action, Oncor agreed to sit down and work directly with the Steering Committee to resolve the rate issues. Ultimately, the Steering Committee negotiated a comprehensive settlement of its show cause filings in 2005 (extended in 2006) that called for the Company to work with Steering Committee members on certain items of concern to cities including municipal and street lighting rates, maintenance, undergrounding and relocation of Oncor facilities, and to make millions of dollars in settlement payments annually to cities beginning in 2005. The total benefit of the Steering Committee settlement agreement is worth more than $85 million for the period 2005 — 2009. While non-participating cities ultimately received benefits negotiated by Steering Committee, member cities have the benefit of attending these meetings, participating in policy debate, and determining legal and legislative strategies. Approved By Initial Date Department Director CE 7/18/08 City Manager STEERING COMMITTEE CITIES Addison Glenn Heights Ranger Allen Grand Prairie Rhome Alvarado Granger Richardson Andrews Grapevine Richland Hills Archer City Gunter Roanoke Arlington Harker Heights Robinson Belton Heath Rockwall Benbrook Henrietta Rosser Big Spring Hewitt Rowlett Breckenridge Highland Park Sherman Bridgeport Honey Grove Snyder Brownwood Howe Southlake Buffalo Hurst Sulphur Springs Burkburnett Hutto Sunnyvale Burleson Irving Sweetwater Caddo Mills Jolly Temple Cameron Josephine The Colony Canton Justin Tyler Carrollton Kaufman University Park Cedar Hill Keller Venus Celina Kerens Waco Centerville Lakeside Watauga Cleburne Lamesa White Settlement Colleyville Lindale Wichita Falls Collinsville Little River Academy Woodway Comanche Malakoff Corinth Mansfield Crowley McKinney Dallas Midland Dalworthington Gardens Murchison DeLeon Murphy Denison New Chapel Hill Early North Richland Hills Eastland Oak Leaf Edgecliff Village Oak Point Euless Odessa Farmers Branch O'Donnell Flower Mound Ovilla Forest Hill Palestine Fort Worth Pantego Frisco Paris Frost Plano RESOLUTION NO. 2008-28(R2 A RESOLUTION OF THE CITY OF WYLIE CITY COUNCIL AUTHORIZING THE EXECUTION OF THE STANDING STEERING COMMITTEE PARTICIPATION AGREEMENT. WHEREAS, the cities in the service area of Oncor Electric Delivery Company (formerly TXU Electric Delivery Company and Texas Utilities Electric Company) have worked together collectively in a coalition to participate in the regulatory process to assure electric rates charged were just and reasonable; and WHEREAS, the nature of electric utility regulation is undergoing substantial change as a result of state and federal legislation; and WHEREAS, there remains a need for cities to cooperate to assure the public interest is protected and electric and other utility rates are just and reasonable; and WHEREAS, regulatory changes now require quick response in order to have meaningful input into the ratesetting process; and WHEREAS, it is necessary to provide adequate resources to enable cities to act quickly, decisively, and jointly on electric utility regulatory developments. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE2 TEXAS: Section I. The City Manager or designee is hereby authorized to execute the Standing Steering Committee Participation Agreement, a substantial copy of which is attached as Attachment 1. Section II. The City Council of the City of Wylie, Texas hereby name Eric Hogue, Mayor, City of Wylie, Texas, 2000 Highway 78 North, Wylie, Texas 75098 as the City of Wylie Steering Committee representative to receive notices and carry out the responsibilities set forth in Attachment 1. Section III. Authorization is made of the payment of the initial participation of 100 per capita, according to City's population shown in the TML Directory of Texas City Officials. Section IV. It is hereby directed that a certified copy of this resolution and the approved participation fee be sent to: Jay Doegey City of Arlington Post Office Box 231 Arlington, Texas 76004-0231 DULY APPROVED AND PASSED by the City Council of the City of Wylie, Texas on this the 22nd day of July, 2008, by a vote of ayes and nays at a regular meeting of the City Council of the City of Wylie, Texas. Eric Hogue, Mayor ATTEST: Carole Ehrlich, City Secretary APPROVED AS TO FORM: Richard Abernathy, City Attorney Resolution No.2008-28(R) Steering Committee Participation Agreement and designating a representative ATTACHMENT 1 Resolution No.2008-28(R) Steering Committee Participation Agreement and designating a representative THE STATE OF TEXAS § STANDING STEERING COMMITTEE COUNTY OF TARRANT § PARTICIPATION AGREEMENT THIS Agreement is made and entered into on this the day of , 200_, by, between and among the CITY OF , TEXAS ("CITY") and member cities of the STANDING STEERING COMMITTEE ("SSC"). This Agreement is authorized by the Texas Interlocal Cooperation Act (V.T.C.A. Texas Government Code, Chapter 791), and other authorities. WITNESSETH: WHEREAS, the cities in the service area of Oncor Electric Delivery Company (formerly TXU Electric Delivery Company and Texas Utilities Electric Company) have worked together collectively in a coalition to participate in the regulatory process to assure electric rates charged were just and reasonable; and WHEREAS, the nature of electric utility regulation is undergoing substantial change as a result of state and federal legislation; and WHEREAS, there remains a need for cities to cooperate to assure the public interest is protected and electric and other utility rates are just and reasonable; and WHEREAS, regulatory changes now require quick response in order to have meaningful input into the ratesetting process; and WHEREAS, it is necessary to provide adequate resources to enable cities to act quickly, decisively, and jointly on electric utility regulatory developments; NOW THEREFORE, In consideration of the premises, agreements, covenants and promises set forth herein, it is agreed as follows: 1. Standing Steering Committee Membership and Executive Committee The CITY and the member cities hereby form the Standing Steering Committee ("SSC"). Each member city shall, by action of its governing body, approve its membership in the SSC and designate its representative to receive notices and participate in and vote at SSC meetings. The SSC shall be composed of all cities paying the current nonrefundable membership fee. The membership fee shall be established from time to time by the Executive Committee. The fee for the initial period (approximately one year) is 100 per capita, according to the CITY's population listed in the most recent Texas Municipal League Directory of Texas City Officials. The members shall elect an Executive Committee consisting of no more than twenty (20) persons which shall function as the Board of Directors. The Executive Committee shall at least include a representative from all member cities with a population greater than 100,000, according to the most recent Texas Municipal League Directory of Texas City Officials. The remainder of the representatives shall be selected based upon diversity of geographic location and city population size. Each city on the SSC and each city on the Executive Committee shall have one vote, respectively. Meetings of the Executive Committee shall be open to each city on the SSC whether or not it has a representative on the Executive Committee. 2. Powers of the Executive Committee The CITY and the member cities delegate to the Executive Committee the power to intervene on behalf of SSC member cities in electric projects, rulemaking, rate case, and related dockets and appeals thereof, represent the interests of cities in utility matters before state and federal legislative bodies and to pay for such activities. A member city may subsequently request and cause its party status to be withdrawn from such activities. The Executive Committee shall fix the amount of the membership fee from time to time. 3. Election of Officers The Executive Committee shall elect a chair and any co-chairs as it deems necessary who shall serve at the pleasure of the Executive Committee. The Executive Committee shall also elect a secretary/treasurer. 4. Powers of the Officers Each officer elected shall serve at the pleasure of the Executive Committee up to a term of four (4) years. The Executive Committee shall elect or re-elect officers at least every four (4) years. Unless terminated by the Executive Committee or the respective city governing body, the officer shall perform the duties of office until a replacement has been elected. Meetings of the Executive Committee and SSC shall be upon call of the chair or two (2) members of the Executive Committee. The Executive Committee shall meet at least annually. The chair is authorized by action of the Executive Committee to engage consultants and attorneys and to pay for such services. 5. Termination of Membership A city may terminate its membership by action of its governing body, or if said city fails to pay its membership fee in full within one-hundred eighty (180) days after notification of fee due. A city is considered notified on the day written notice is sent to its last designated representative on file with the secretary/treasurer. 6. Money Held in Trust The officers shall hold and manage all money collected in trust for the benefit of the member cities collectively. Officers may establish prudent fund accounts that accumulate funding for activities and to pay authorized expenses. Officers shall serve without pay, but may be reimbursed reasonable out-of-pocket expenses as approved by (2) the Executive Committee. CITY may request and receive a statement of SSC revenues and expenses each year. 7. Payment for Performance of Governmental Functions and Services Made from Current Revenues By entering into this Agreement, CITY affirms that it is paying for the performance of governmental functions or services from current revenues available. The payments made under this agreement fairly and adequately compensates the SSC for the services or functions performed under the contract. 8. Legal Construction In case any one or more of the terms, provisions, phrases or clauses contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall be construed as if such invalid, illegal or unenforceable portion had never been contained herein. 9. Entire Agreement This contract embodies the complete agreement of the parties hereto superseding all oral or written previous and contemporary agreements between the parties relating to matters herein and, except as otherwise provided herein, cannot be modified without written agreement of the parties. 10. No Other Obligations By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in parties not signatories hereto. 11. Immunity It is expressly understood and agreed that in the execution of this Agreement, neither CITY nor SSC waives, nor shall be deemed to waive, any immunity or defense that would otherwise be available to each against claims arising in the exercise of governmental powers and functions. 12. Authority The undersigned officers and/or agents are properly authorized to execute this Agreement on behalf of the parties hereto, and each hereby certifies to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. (3) IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated above. CITY OF , TEXAS STANDING STEERING COMMITTEE BY: BY: Signature Signature Printed/Typed Name Printed/Typed Name Title Title ATTEST: CITY SECRETARY Signature Printed/Typed Name (4) MEMORANDUM TO: Cities Served by Oncor Electric Delivery Company FROM: Jay Doegey, Chairman of Oncor Cities Steering Committee DATE: July 8, 2007 RE: Membership in Oncor Cities Steering Committee Given your city's active participation with other municipal coalitions to control the price of electric and natural gas rates, I want to inform you of an opportunity for membership in the Oncor Cities Steering Committee ("Steering Committee"). Membership in the Steering Committee allows your city to be an active participant in managing the transmission and distribution rates charged by Oncor and entitles your city to have a voice in directing the rate and policy issues addressed by the Steering Committee. For 20 years, the Steering Committee has maintained a united front and maximized the regulatory presence of cities before the Public Utility Commission. The Steering Committee is actively involved in rate cases, appeals, rulemakings, and legislative efforts impacting the rates charged by Oncor within the City. Steering Committee representation is also strong at ERCOT, where municipal membership far exceeds all other consumer and market participant segments. The work undertaken by the Steering Committee has saved all cities and ratepayers in the Oncor service area millions of dollars in unreasonable charges. Activities undertaken by the Steering Committee are funded by its members. An initial membership assessment of$0.10 per capita is used as a fair method for the members to bear the burdens associated with the benefits received from that membership. All funds collected through membership assessments are deposited in an account directed and controlled by the Steering Committee's Executive Committee. To assist in the City's consideration of Steering Committee membership, several documents are attached: • Steering Committee Fact Sheet and Recent Steering Committee Accomplishments • Standing Steering Committee Participation Agreement • Model resolution authorizing the executive of the Steering Committee Participation Agreement • List of Steering Committee members. A copy of the resolution should be mailed with payment of the fee to Jay Doegey, Chair, Oncor Cities Steering Committee, c/o City Attorney's Office, Mail Stop 63-0300, P.O. Box 90231, Arlington, Texas 76004-3231. Checks should be made out to: Oncor Cities Steering Committee c/o Arlington City Attorney's Office.. Steering Committee Fact Sheet The Steering Committee is the largest coalition of cities served by Oncor Electric Delivery Company. There are more than 100 member cities, representing 80+ percent of the total load served by Oncor. The Steering Committee is the most active consumer group advocating the interests of cities and residential and small commercial customers within cities to keep wires rates reasonable. Most cities have original jurisdiction over the electric transmission and distribution rates Oncor charges all customers within city limits. Because Oncor has no competitors, regulation of the rates that it charges its customers is the only way that cities can ensure that transmission and distribution rates, which make up about twenty percent of the total electric bill, are fair. Working as a coalition to review the rates charged by Oncor allows cities to accomplish more collectively than each city could do acting alone. Steering Committee membership is open to all cities, regardless of whether original jurisdiction has been retained. With the increased volatility of the electric energy costs in the deregulated market, city regulation of transmission and distribution rates plays a crucial role in protecting city budgets and taxpayers. In the recent past, Steering Committee efforts have resulted in monetary payments to cities on reimbursement for excessive street lighting and water pumping charges. The Steering Committee achieved these reimbursements without agency or court action. The Oncor Cities Steering Committee's existence as a strong standing steering committee and the commitment of its members to protect ratepayers' interests through the exercise of original jurisdiction and action before the agencies, courts, and the legislature when necessary are fundamental to the Steering Committee's recent successes. With its 100+ members representing a significant majority of Oncor's total electric load, the Steering Committee has clout, experience and funding to accomplish several critical objectives, including: • The Steering Committee's Organizational Structure Minimizes Cost and Maximizes Clout In 2004, the Steering Committee coordinated the activities of 20 member cities including Dallas, Fort Worth, Arlington and Plano to initiate an investigation of Oncor's wires rates. Steering Committee members met several times with the Company in an attempt to address issues like unreasonable street lighting rates and the unfair application of demand ratchets to municipal accounts. As a result of those meetings and the cities' show cause action, Oncor agreed to sit down and work directly with the Steering Committee to resolve the rate issues. Ultimately, the Steering Committee negotiated a comprehensive settlement of its show cause filings in 2005 (extended in 2006) that called for the Company to work with Steering Committee members on certain items of concern to cities including municipal and street lighting rates, maintenance, undergrounding and relocation of Oncor facilities, and to make millions of dollars in settlement payments annually to cities beginning in 2005. The total benefit of the Steering Committee settlement agreement is worth more than $85 million for the period 2005 — 2009. While non-participating cities ultimately received benefits negotiated by Steering Committee, member cities have the benefit of attending these meetings, participating in policy debate, and determining legal and legislative strategies. • The Steering Committee is Actively Involved in PUC and ERCOT Proceedings Most Texas municipalities have retained original jurisdiction over the regulated electric transmission and distribution rates and services within the city. Steering Committee membership provides the opportunity for substantial involvement in the effort to control the electric costs charged to Cities and their residents. (Although 20 percent of Steering Committee members have surrendered original jurisdiction, these non-original jurisdiction city members remain involved and supportive of ratepayer advocacy.) The Steering Committee is the most active consumer representative in several major cases directly affecting rates paid by cities and their citizens. Some recent cases include: Oncor's June 27th Filing to Increase Rates by $275 million The Steering Committee worked with the Oncor prior its June 27th filing to limit increases to the street lighting rates and to eliminate demand ratchets from all municipal accounts. The Steering Committee has recommended that all member cities suspend the rate increase to give the Steering Committee an opportunity to study the application. The Steering Committee has engaged five consultants to review Oncor's filing to determine whether Oncor's rates should be decreased. Pursuant to the terms of the settlement agreement, Oncor has agreed to reimburse the Steering Committee up to $2 million in reasonable rate case expenses incurred for participation in this proceeding. Transmission Build Out for Competitive Renewable Energy Zones (CREZs) The Steering Committee was actively involved in a hearing in June before Public Utility Commission to evaluate five transmission build-out proposals in West Texas/Panhandle. Costs associated with the CREZ build-out will be borne by all ERCOT ratepayers. The build-out options ranged in cost between $4 billion and $10 billion. (To put the scope of the proposed CREZ transmission costs in perspective, consider that the entire existing transmission investment in ERCOT is $10 billion.) Of the 72 parties involved in the CREZ proceeding, the Steering Committee was one of only a few parties advocating that the Commission undertake a thorough analysis of the benefit to retail customers and to the system reliability before authorizing billions of dollars of CREZ transmission expenditures. Given the substantial increase in transmission contemplated, particularly at a time of record-setting electricity costs, the Steering Committee supported the addition of new wind generation to the extent such additions are cost-effective, beneficial to retail customers, and have no material adverse impacts on ERCOT market reliability. The Commission is expected to make its final decision next month. Oncor Advanced Metering Surcharge and Deployment Case Oncor filed a petition on May 28`h requesting Commission approval of its deployment plan for more than 3 million meters by 2012. The Company also seeks a monthly infrastructure surcharge of$2.29 per month for residential customers and $3.90 per month for non-residential customers beginning January 1, 2009. The surcharges will be collected every month for the next eleven years. The Steering Committee has engaged consultants to review Oncor's deployment plan and costs, which the Company claims will total more than $1 billion. The Steering Committee will present expert testimony regarding what surcharge, if any, is appropriate to be collected from customers and will participate in the hearing set to begin August 21 sc Acquisition of TXU Through Leveraged Buyout Last year, Texas Energy Future Holdings filed notification with the PUC regarding its planned leveraged buyout of TXU. The Steering Committee participated in the LBO proceeding before the PUC and hired a nationally recognized expert in leveraged buyouts of utilities to file testimony on behalf of the Steering Committee. The Steering Committee urged several changes to the proposed plan in order to protect the regulated wires company from problems associated with significant levels of debt taken on to fund the buyout. Ultimately the Steering Committee, working with other interested parties, negotiated a settlement agreement resolving all issues related to the leveraged buyout. Many of the recommendations urged by the Steering Committee were included in the settlement agreement. In addition to settlement benefits like $72 million in payments to Oncor ratepayers, City specific benefits negotiated through settlement include street lighting provisions that call for up to $1 million in direct payments each year for 5 years if Oncor fails to maintain service reliability standards, as well as the set-aside of up to $23 million in additional energy efficiency funding for cities through 2012. Of the $23 million for energy efficiency programs, $6 million has been specifically earmarked for a city improvement matching grant program. The remaining $17 million is allocated to three different programs for commercial (including cities and state government) customers. The three programs are: (1) LED outdoor/parking garage lighting program, (2) a solar photovoltaic program, and (3) the non-residential audit program. Representation of Consumers at the Electric Reliability Council of Texas (ERCOT) ERCOT is a quasi-governmental entity in Austin that oversees the day-to-day operation of the electric grid and that sets the detailed rules governing the deregulated electric market. Historically, ERCOT has been dominated by power generating companies. In the past two years, however, the Steering Committee has spearheaded the effort to ensure greater consumer representation in ERCOT matters. As a result, city representatives now sit on ERCOT's most important policy-making bodies. This influence has real effects on decisions made at ERCOT. Cities' strong presence at ERCOT helped defeat a measure last year that would have artificially propped up power prices in the wholesale market. Cities' presence also helped limit a proposed increase to the amount of standby generating capacity that ERCOT purchases each day, a cost that consumers in Texas ultimately pay. With the ERCOT market transitioning to a new kind of wholesale market that presents risks for consumers - called a "nodal" market - in 2009, city involvement in ERCOT will be more important than ever. Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: 7-22-08 Item Number: 9 Department: City Manager (City Secretary's Use Only) Prepared By: City Secretary Account Code: Date Prepared: 7-18-08 Budgeted Amount: Exhibits: Resolution Subject Consider, and act upon, Resolution No. 2008-29(R) of the City of Wylie suspending the August 8, 2008 Effective Date Of Oncor Electric Delivery Company Requested Rate Change to permit the City time to study the request and to establish reasonable rates; Approving cooperation with Oncor Cities Steering Committee to hire Legal and Consulting Services and to negotiate with the company and direct any necessary litigation and appeals; Finding that the meeting at which this Resolution is passed is open to the public as required by law; Requiring notice of this Resolution to the Company and Legal Counsel for the Steering Committee. Recommendation A motion to approve Resolution No. 2008-29(R) of the City of Wylie suspending the August 8, 2008 Effective Date Of Oncor Electric Delivery Company Requested Rate Change to permit the City time to study the request and to establish reasonable rates; Approving cooperation with Oncor Cities Steering Committee to hire Legal and Consulting Services and to negotiate with the company and direct any necessary litigation and appeals; Finding that the meeting at which this Resolution is passed is open to the public as required by law; Requiring notice of this Resolution to the Company and Legal Counsel for the Steering Committee. Discussion PURPOSE Oncor Electric Delivery Company ("Oncor" or "the Company") filed an application on or about June 27, 2008 with cities retaining original jurisdiction seeking to increase system-wide transmission and distribution rates by $275 million. (Until last year, Oncor was known as TXU Electric Delivery Company.) The Company asks the City to approve an 17.6% increase in residential rates, a 9.1% increases in commercial rates, and a 5.8% increase in street lighting rates. According to Oncor, annual rates would increase by approximately $60 for an average residential customer. The resolution suspends the August 8, 2008 effective date of the Company's rate increase for the maximum period permitted by law to allow the City, working in conjunction with the Steering Committee of Cities Served by Oncor, to evaluate the filing, determine whether the filing complies with law, and if lawful, to determine what further strategy, including settlement,to pursue. The law provides that a rate request made by an electric utility cannot become effective until at least 35 days following the filing of the application to change rates. The law permits the City to suspend the rate change for 90 days after the date the rate change would otherwise be effective. If the City fails to take some action regarding the filing before the effective Page 1 of 1 Page 2 of 3 date,Oncor's rate request is deemed administratively approved. DISCUSSION The City of Wylie is a member of a 109-city coalition known as the Steering Committee of Cities Served by Oncor ("Steering Committee"). The Steering Committee has been in existence since the late 1980s. It took on a formal structure in the early 1990s when Cities served by the former TXU gave up their statutory right to rate case expense reimbursement in exchange for higher franchise fee payments. Empowered by city resolutions and funded by per capita assessments,the Steering Committee has been the primary public interest advocate before the Public Utility Commission, the Courts, and the Legislature on electric utility regulation matters for the last 20 years. This filing is the result of a rate investigation started by the Steering Committee in 2004. That year, 20 members of the Steering Committee exercised their original jurisdiction to investigate the transmission and distribution rates charged by TXU. The 2004 rate inquiry was justified by several factors. First, the Company's rates charged had not been fully reviewed by the PUC since the early 1990s. Second, when the PUC "unbundled" the transmission and distribution rates from generation and retail costs during the transition to deregulation in 2002, municipal accounts were grouped within the broader category of commercial services. This led to application of unfair demand ratchets and higher charges for municipal accounts like water pumping. It also led to high charges for street lighting. Third, the Company's earnings monitoring reports required by the PUC revealed that the Company was earning profits in excess of its approved rate of return for monopoly services. Finally, the Company had recently gone through massive reorganization and the hypothetical cost structures the PUC had used to justify current rates were no longer valid. The Steering Committee negotiated a comprehensive settlement in 2005 that called for the Company to work with cities on certain items of concern to cities including municipal and street lighting rates, maintenance, underground and relocation of TXU facilities, and to make cash payments to the Steering Committee for distribution to all members. In 2006, the Steering Committee voted to approve an agreement that extends the benefits of the earlier settlement and increases value to Cities. The settlement terms called for the Company to file a rate case in 2008. The total benefits of the Steering Committee settlement agreement are worth approximately $85 million for the period 2005—2009. Explanation of"Be It Resolved" Paragraphs: Section 1. The city is authorized to suspend the rate change for 90 days after the date that the rate change would otherwise be effective for any legitimate purpose. Time to study and investigate the application is always a legitimate purpose. Please note that the resolution refers to the suspension period as "the maximum period allowed by law" rather than ending by a specific date. This is because the Company controls the effective date and can extend the deadline for final city action to increase the time that the City retains jurisdiction if necessary to reach settlement on the case. If the suspension period is not otherwise extended by the Company, the City must take final action on Oncor's request to raise rates by November 6, 2008. Section 2. This provision authorizes the Steering Committee, consistent with the City's resolution approving membership in the Steering Committee, to act on behalf of the City at the local level in settlement discussions, in preparation of a rate ordinance, on appeal of the rate ordinance to the PUC, and on appeal to the Courts. Negotiating clout and efficiency are enhanced by the City cooperating with the Steering Committee in a common review and common purpose. Additionally, rate case expenses are minimized when the Steering Committee hires one set of attorneys and experts who work under the guidance and control of the Executive Committee of Steering Committee. Section 3. The Company will reimburse the Steering Committee for its reasonable rate case expenses. Legal counsel and consultants approved by the Executive Committee of the Steering Committee will submit monthly invoices that will be forwarded to Oncor for reimbursement. No individual city incurs liability for payment of rate case expenses by adopting a suspension resolution. Page 3 of 3 Section 4. This section merely recites that the resolution was passed at a meeting that was open to the public and that the consideration of the Resolution was properly noticed. Section 5. This section provides that both Oncor and Steering Committee counsel will be notified of the City's action by sending a copy of the approved and signed resolution to certain designated individuals. Approved By Initial Date Department Director CE 7-18-08 L? City Manager /11 IA RESOLUTION NO. 2008-29 A RESOLUTION OF THE CITY OF WYLIE SUSPENDING THE AUGUST 8, 2008, EFFECTIVE DATE OF ONCOR ELECTRIC DELIVERY COMPANY REQUESTED RATE CHANGE TO PERMIT THE CITY TIME TO STUDY THE REQUEST AND TO ESTABLISH REASONABLE RATES; APPROVING COOPERATION WITH ONCOR CITIES STEERING COMMITTEE TO HIRE LEGAL AND CONSULTING SERVICES AND TO NEGOTIATE WITH THE COMPANY AND DIRECT ANY NECESSARY LITIGATION AND APPEALS; FINDING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; REQUIRING NOTICE OF THIS RESOLUTION TO THE COMPANY AND LEGAL COUNSEL FOR THE STEERING COMMITTEE. WHEREAS, on or about June 27, 2008, Oncor Electric Delivery Company (Oncor), pursuant to PURA §§ 33.001 and 36.001 filed with the City of Wylie a Statement of Intent to increase electric transmission and distribution rates by $275 million in all municipalities exercising original jurisdiction within its service area effective August 8, 2008; and WHEREAS, the City of Wylie is a member of the Oncor Cities Steering Committee ("Steering Committee") and will cooperate with the 109 similarly situated city members and other city participants in conducting a review of the Company's application and to hire and direct legal counsel and consultants and to prepare a common response and to negotiate with the Company and direct any necessary litigation; and WHEREAS, PURA § 36.108 grants local regulatory authorities the right to suspend the effective date of proposed rate changes for ninety (90) days after the date the rate change would otherwise be effective; and WHEREAS, PURA § 33.023 provides that costs incurred by Cities in ratemaking activities are to be reimbursed by the regulated utility. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: 1. That the August 8, 2008 effective date of the rate request submitted by Oncor on or about June 27, 2008, be suspended for the maximum period allowed by law to permit adequate time to review the proposed changes and to establish reasonable rates. 2. As indicated in the City's resolution approving membership in the Steering Committee, the Executive Committee of Steering Committee is authorized to hire and direct legal counsel and consultants, negotiate with the Company, make recommendations regarding Resolution No.2008-29(R) 1 Suspending Oncor Electric Request For Rate Change reasonable rates, and to intervene and direct any necessar, administrative proceedings or court litigation associated with an appeal of a rate ordinance . d the rate case filed with the City or Public Utility Commission. 3. That the City's reasonable rate case expenses shall be reimbursed by Oncor. 4. That it is hereby officially found and dete fined that the meeting at which this Resolution is passed is open to the public as required by aw and the public notice of the time, place, and purpose of said meeting was given as required. 5. A copy of this resolution shall be sent to •ncor, care of Debra Anderson, Oncor Electric Delivery Company, 1601 Bryan St., Suite 23 055C, Dallas, Texas 75201 and to Geoffrey Gay, General Counsel to the Oncor Steering Co mittee, at Lloyd Gosselink Rochelle & Townsend, P.C., P.O. Box 1725, Austin, Texas 78767-1 ►25. DULY PASSED AND APPROVED by the City Council of the City of Wylie, Texas this 22nd day of July, 2008. Eric logue, Mayor ATTEST: Carole Ehrlich, City Secretary Resolution No.2008-29(R) 2 Suspending Oncor Electric Request For Rate Change ite Wylie City Council CITY OF WYLIE AGENDA REPORT Meeting Date: July 22, 2008 Item Number: WS Department: Engineering (City Secretary's Use Only) Prepared By: Chris Hoisted Account Code: N/A Date Prepared: 7/14/08 Budgeted Amount: $N/A Exhibits: Attached Subject Hold a work session to discuss the potential relocation of Water Deliver Point#1. Recommendation N/A Discussion The City of Wylie currently operates three water delivery points from the North Texas Municipal Water District (NTMWD). Delivery Point #1 is comprised of four pumps located on top of a wet well along the outside wall of the original NTMWD Water Treatment Plant. The Water Distribution System Master Plan Update, completed in 2005, assumed that the pumps could be moved to a separate structure and connected to the existing wet well. Upon further conversation with NTMWD over the past year, it has been determined that an air gap must be provided between the City of Wylie pumps and the NTMWD supply which the current configuration does not provide. Also, the addition of an air gap will require the construction of a ground storage tank. One possible location for a new tank site is on Brown Street just west of Eubanks Lane. NTMWD has indicated that they will participate in the new tank construction. Approved By Initial Date Department Director CH 7/14/08 City Manager 0\1111 - Page 1 of 1