Ord 88-2006 11/21/2006 ORDINANCE NO. g� aoo c�
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF WICHITA FALLS,
TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, TAXABLE
SERIES 2006B; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE
SECURITY FOR AND PAYMENT OF SUCH CERTIFICATES; AUTHORIZING THE EXECUTION
OF A BOND PURCHASE AGREEMENT AND A PAYING AGENT/REGISTRAR AGREEMENT;
APPROVING AN OFFICIAL STATEMENT; DECLARING AN EMERGENCY; DECLARING AN
EFFECTIVE DATE; AND AUTHORIZING AND ENACTING OTHER MATTERS AND
PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS '
COUNTY OF WICHITA '
CITY OF WICHITA FALLS '
WHEREAS, the City Council of the City of Wichita Falls, Texas, deems it advisable to issue
Certificates of Obligation in the amount and for the purposes hereinafter set forth;
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued
and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Subchapter
B, Chapter 1502, Government Code;
WHEREAS, the City Council has heretofore passed a resolution authorizing and directing the
City Clerk to give notice of intention to issue Certificates of Obligation, and said notice has been duly
published in a newspaper of general circulation in said City, said newspaper being a"newspaper" as
defined in ' 2051.044, Texas Government Code;
WHEREAS, the City received no petition from the qualified electors of the City protesting the
issuance of such Certificates of Obligation;
WHEREAS, it is considered to be to the best interest of the City that said interest-bearing
Certificates of Obligation be issued; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this Ordinance,
was given, all as required by the applicable provisions of Tex. Govt Code Ann. ch. 551; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS:
Section 1. RECITALS, AMOIJNT AND PURPOSE OF THE CERTIFICATES. The recitals set
forth in the preamble hereof are incorporated herein and shall have the same farce and effect as if set
forth in this Section. The certificates of the City of Wichita Falls, Texas (the "Issuer") are hereby
authorized to be issued and delivered in the aggregate principal amount of $4,300,000 for paying all or a
portion of the Issuer's contractual obligations incurred in connection with (i) constructing and equipping
improvements to the Issuer's' municipal golf course and (ii) legal, fiscal, design and engineering fees in
connection with such project (collectively, the "Project").
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES
AND INTEREST RATES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall
be designated: "CITY OF WICHITA FALLS, TEXAS, COMBINATION TAX AND REVENiJE
CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2006B," and initially there shall be issued, sold,
and delivered hereunder one fully registered certificate, without interest coupons, dated November 15,
2006, in the principal amount stated above and in the denominations hereinafter stated, numbered T-1,
with certificates issued in replacement thereof being in the denominations and principal amounts
hereinafter stated and numbered consecutively from R-1 upward, payable to the respective Registered
Owners thereof (with the initial certificate being made payable to the initial purchaser as described in
Section 10 hereo fl, or to the registered assignee or assignees of said certificates or any portion or
portions thereof (in each case, the "Registered Owner"), and said certificates shall mature and be payable
serially on September 1 in each of the years and in the principal amounts, respectively, and shall bear
interest from the dates set forth in the FORM OF CERTIFICATE set forth in Section 4 of this Ordinance
to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in
the following schedule:
Principal Interest Principal Interest
Years Amount Rates Years Amount Rates
2007 $165,000 % 2017 $205,000 %
2008 120,000 2018 220,000
2009 130,000 2019 230,000
2010 135,000 2020 245,000
2011 145,000 2021 260,000
2012 155,000 2022 280,000
2013 165,000 2023 295,000
2014 170,000 2024 315,000
2015 180,000 2025 335,000
2016 195,000 2026 355,000
The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates
initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor,
as well as all other substitute certificates and replacement certificates issued pursuant hereto, and the
term "Certificate" shall mean any of the Certificates.
Section 3. CI�ARACTERISTICS OF THE CERTIFICATES.
(a) Re�istration, Transfer, Conversion and Exchange; Authentication. The Issuer shall keep or
cause to be kept at the principal corporate trust office of The Bank of New York Trust Company,
National Association, Jacksonville, Flarida, (the "Paying Agent/Registrar"), books or records for the
registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"), and
the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such
books or records and make such registrations of transfers, conversions and exchanges under such
reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided.
The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
registered owner of each Certificate to which payments with respect to the Certificates shall be mailed, as
herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in
writing of the address to which payments shall be mailed, and such interest payments shall not be mailed
unless such notice has been given. The Issuer shall have the right to inspect the Registration Books
during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar
shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit
their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a
substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges
of Certificates shall be made in the manner provided and with the effect stated in the FORM OF
CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number
to distinguish it from each other Certificate.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate,
and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so
executed. The Paying AgendRegistrar promptly shall cancel all paid Certificates and Certificates
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be
passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish
the faregoing conversion and exchange of any Certificate or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the
manner prescribed herein, and said Certificates shall be printed or typed on paper of customary weight
and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and
exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Certificates that initially were issued and
delivered pursuant to this Ordinance, approved by the Attorney General and registered by the
Comptroller of Public Accounts.
(b) Payment of Certificates and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all
as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments
made by the Issuer and the Paying AgendRegistrar with respect to the Certificates, and of all conversions
and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance.
However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be established by
the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from
the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the Special
Record Date by United States mail, first-class postage prepaid, to the address of each registered owner
appearing on the Registration Books at the close of business on the last business day next preceding the
date of mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given
to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may
be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall have
the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and
interest on the Certificates shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the
Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF CERTIFICATE set forth in this Ordinance. The Certificate initially issued and delivered pursuant to
this Ordinance is not required to be, and shall not be, authenticated by the Paying AgendRegistrar, but on
each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued
under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE.
(d) The Issuer covenants with the registered owners of the Certificates that at all times while the
Certificates are outstanding the Issuer will provide a competent and legally qualified bank, trust
company, financial institution, or other entity to act as and perform the services of Paying
Agent/Registrar for tiYe Certificates under this Ordinance, and that the Paying Agent/Registrar will be one
entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon
not less than 120 days written notice to the Paying AgentlRegistrar, to be effective not later than 60 days
prior to the next principal or interest payment date after such notice. In the event that the entity at any
time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should
resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent
and legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying AgentlRegistrar, the previous
Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereo�,
along with all other pertinent books and records relating to the Certificates, to the new Paying
AgendRegistrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar,
the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to
each Registered Owner of the Certificates, by United States mail, first-class postage prepaid, which
notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and
performing as such, each Paying Agent/Registrar shall be deemed to have ageed to the provisions of this
Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Except as provided below, no Certificate shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate
of Paying AgendRegistrar substantially in the form provided in this Ordinance, duly authenticated by
manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized
representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the
Certificates. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial
Certificate delivered on the closing date shall have attached thereto the Comptroller's Registration
Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller of
Public Accounts of the State of Texas or by his duly authorized agent, which certificate shall be evidence
that the Initial Certificate has been duly approved by the Attorney General of the State of Texas and that
it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller.
(� Book-Entrv Onl,�. sy tem. The Certificates issued in exchange for the Certificate initially
issued to the initial purchaser specified herein shall be initially issued in the form of a separate single
fully registered Certificate for each of the maturities thereof. Upon initial issuance, the ownership of
each such Certificate shall be registered in the name of Cede & Co., as nominee of The Depository Trust
Company, New York, New York ("DTC"), and except as provided in subsection (� hereof, all of the
outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the Issuer
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf
DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of
securities transactions among DTC Participants or to any person on behalf of whom such a DTC
Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership
interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than a
Registered Owner of Certificates, as shown on the Registration Books, of any notice with respect to the
Certificates, or (iii) the payment to any DTC Participant or any other person, other than a Registered
Owner of Certificates, as shown in the Registration Books of any amount with respect to principal of or
interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, the
Issuer and the Paying AgendRegistrar shall be entitled to treat and consider the person in whose name
each Certificate is registered in the Registration Books as the absolute owner of such Certificate for the
purpose of payment of principal and interest with respect to such Certificate, for the purpose of
registering transfers with respect to such Certificate, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order of the
Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy
and discharge the lssuer's obligations with respect to payment of principal of and interest on the
Certificates to the extent of the sum or sums so paid. No person other than a Registered Owner, as
shown in the Registration Books, shall receive a Certificate evidencing the obligation of the Issuer to
make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest
checks being mailed to the Registered Owner at the close of business on the Record Date, the words
"Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
The previous execution and delivery of the Blanket Letter of Representations with respect to
obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully
applicable to the Certificates.
(g) Successor Securities D�ositorv; Transfers Outside Book-Entry Only Svstem. In the event
that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and
in the representations letter of the Issuer to DTC or that it is in the best interest of the beneficial owners
of the Certificates that they be able to obtain certificated Certificates, the Issuer shall (i) appoint a
successor securities depository, qualified to act as such under Section 17A of the Securities and
Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such
successor securities depository and transfer one or more separate Certificates to such successor securities
depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and
transfer one or more separate certificated Certificates to DTC Participants having Certificates credited to
their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the
Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of
the successor securities depository, ar its nominee, or in whatever name or names Registered Owners
transferring or exchanging Certificates shall designate, in accordance with the provisions of this
Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Certificate and all notices with respect to such
Certificate shall be made and given, respectively, in the manner provided in the representations letter of
the Issuer to DTC.
(i) Cancellation of Initial Certificate. On the closing date, one initial Certificate representing the
entire principal amount of the Certificates, payable in stated installments to the purchaser designated in
Section 10 or its designee, executed by manual or facsimile signature of the Mayor and City Clerk of the
Issuer, approved by the Attorney General of Texas, and registered and manually signed by the
Comptroller of Public Accounts of the State of Texas, will be delivered to such purchaser or its designee.
Upon payment for the initial Certificate, the Paying AgendRegistrar shall cancel the initial Certificate
and deliver to the Depository Trust Company on behalf of such purchaser one registered definitive
Certificate for each year of maturity of the Certificates, in the aggregate principal amount of all of the
Certificates for such maturity.
Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form of
Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance.
(a) [Form of Certificate]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF WICHITA FALLS, TEXAS $
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION
TAXABLE SERIES 2006B
Interest Rate Dated Date Maturity Date CUSIP No.
November 15, 2006 September 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the City of Wichita Falls, in Wichita County,
Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas,
hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above.
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a
360-day year of twelve 30-day months) from November 15, 2006 at the Interest Rate per annum specified
above. Interest is payable on March 1, 2007 and semiannually on each September 1 and March 1
thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this
Certificate is required to be authenticated and the date of its authentication is later than the first Record
Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next
preceding the date of authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall bear interest
from such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged
is due but has not been paid, then this Certificate shall bear interest from the date to which such interest
has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Certificate shall
be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity, or
upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The
Bank of New York Trust Company, National Association, Jacksonville, Florida, which is the "Paying
Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by the
Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or draft,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from,
funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the "Certificate
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided;
and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class
postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it
appeared on the fifteenth day of the month preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest
may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk
and expense of, the registered owner. In the event of a non-payment of interest on a scheduled payment
date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar, if and when funds far the payment of such interest
have been received from the Issuer. 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 business days prior to the Special Record Date by United States mail, first-class postage prepaid, to
the address of each owner of a Certificate appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this
Certificate for redemption and payment at the principal corporate trust office of the Paying
Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that on or before each
principal payment date, interest payment date, and accrued interest payment date for this Certificate it
will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the
Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds,
of all principal of and interest on the Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal
corporate trust office of the Paying AgendRegistrar is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding day that is not such a Saturday,
Sunday, legal holiday or day on which 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.
THIS CERTIFICATE is one of a series of Certificates dated November 15, 2006, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $4,300,000
for paying all or a portion of the Issuer's contractual obligations incurred in connection with for paying
all or a portion of the Issuer's contractual obligations incurred in connection with (i) constructing and
equipping improvements to the Issuer's municipal golf course and (ii) legal, fiscal, design and
engineering fees in connection with such project.
ON SEPTEMBER 1, 2016, or on any date thereafter, the Certificates of this series having stated
maturities on and after September 1, 2017 may be redeemed prior to their scheduled maturities, at the
option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and,
if in part, the particular Certificates, or portions thereof, to be redeemed shall be selected and designated
by the Issuer and the Issuer shall direct the Paying AgentlRegistrar to call by lot or other customary
method, portions thereof within such maturities and in such principal amounts, for redemption (provided
that a portion of a Certificate may be redeemed only in an integral multiple of $5,000), at a redemption
price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption.
[The Certificates scheduled to mature on September 1 in the year 2019, 2022, 2024, 2026, and
2031 (the "Term Certificates") are subject to scheduled mandatory redemption by the Paying
Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price
equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys
available for such purpose in the interest and sinking fund for the Certificates, on the dates and in the
respective principal amounts, set forth in the following schedule:
Term Certificate Maturity: September 1, 2018 Term Certificate Maturity: September 1, 2020
Mandatory Principal Mandatory Principal
Redemption Date Amount Redemption Date Amount
September 1, 2017 $ September 1, 2019 $
September 1, 2018 (maturity) September 1, 2020 (maturity)
Term Certificate Maturity: September 1, 2022 Term Certificate Maturity: September 1, 2024
Mandatory Principal Mandatory Principal
Redemption Date Amount Redemption Date Amount
September 1, 2021 $ September 1, 2023 $
September 1, 2022 (maturity) September 1, 2024 (maturity)
Term Certificate Maturity: September 1, 2026
Mandatory Principal
Redemption Date Amount
September 1, 2025 $
September 1, 2026 (maturity)
The principal amount of Term Certificates of a stated maturity required to be redeemed on any
mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption
provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates
of the same maturity which, at least 45 days prior to a mandatory redemption date (1) shall have been
acquired by the Issuer at a price not exceeding the principal amount of such Certificates plus accrued
interest to the date of purchase thereof, and delivered to the Paying AgenbRegistrar far cancellation, (2)
shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a
price not exceeding the principal amount of such Certificates plus accrued interest to the date of
purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not
theretofore credited against a mandatory redemption requirement.]
AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid, to the registered owner of each Certificate to be redeemed
at its address as it appeared on the Registration Books at the close of business on the business day next
preceding the date of mailing of such notice; provided, however, that the failure of the registered owner
to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the
validity or effectiveness of the proceedings for the redemption of any Certificate. By the date fixed for
any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Certificates or portions thereof that are to be so redeemed. If such
written notice of redemption is sent and if due provision for such payment is made, all as provided above,
the Certificates or portions thereof that are to be so redeemed thereby automatically shall be treated as
redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for
redemption, and they shall not be regarded as being outstanding except far the right of the registered
owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for
such payment. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates
having the same maturity date, bearing interest at the same rate, in any denomination or denominations in
any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the
surrender thereof far cancellation, at the expense of the Issuer, all as provided in the Certificate
Ordinance.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Certificate Ordinance, this Certificate may, at the request of the registered owner or the assignee or
assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal
amount of fully registered certificates, without interest coupons, payable to the appropriate registered
owner, assignee or assignees, as the case may be, having the same denomination or denominations in any
integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or
assignees, as the case may be, upon surrender of this Certificate to the Paying AgentJRegistrar for
cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance.
Among other requirements for such assignment and transfer, this Certificate must be presented and
surrendered to the Paying AgendRegistrar, together with proper instruments of assignment, in form and
with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this
Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or
assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be
registered. The form of Assignment printed or endorsed on this Certificate may be executed by the
registered owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
assignment of this Certificate or any portion or portions hereof from time to time by the registered owner.
The Paying AgendRegistrar's reasonable standard or customary fees and charges for assigning,
transferring, converting and exchanging any Certificate or portion thereof will be paid by the Issuer. In
any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to
the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such
transfer, conversion, or exchange (i) during the period commencing with the close of business on any
Record Date and ending with the opening of business on the next following principal or interest payment
date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity,
within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written notice
thereof to be mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be performed,
exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been
performed, existed and been done in accordance with law; that this Certificate is a general obligation of
said Issuer, issued on the full faith and credit thereof; and that annual ad valorem taxes sufficient to
provide for the payment of the interest on and principal of this Certificate, as such interest comes due and
such principal matures, have been levied and ordered to be levied against all taxable property in said
Issuer, and have been pledged for such payment, within the limit prescribed by law, and that this
Certificate is additionally secured by and payable from a limited pledge of the net revenues of the Issuer's
waterworks and sewer system remaining after payment of all operation and maintenance expenses
thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue
obligations (now or hereafter outstanding) that are payable from all or part of said revenues, all as
provided in the Certificate Ordinance.
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the
registered owners of a majority in aggregate principal amount of the outstanding Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that the
terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each
registered owner hereof and the Issuer.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature
of the City Clerk of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or
placed in facsimile, on this Certificate.
(si�nature) (si n� ature)
City Clerk, City of Wichita Falls, Texas Mayor, City of Wichita Falls, Texas
(SEAL)
(b) [Form of Paying AgenURegistrar's Authentication Certificate]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion
or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates
of a series that originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated: The Bank of New York Trust Company,
National Association
Jacksonville, Florida
Paying AgendRegistrar
By:
Authorized Representative
(c) [Form of Assignment]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer ldentification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must correspond
an eligible guarantor institution participating in with the name of the registered owner as it
a securities transfer association recognized appears upon the front of this Certificate in
signature guarantee program. every particular, without alteration ar
enlargement or any change whatsoever.
(d) [Form of Registration Certificate of the Comptroller of Public Accounts]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this Certificate has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) [Initial Certificate Insertions]
(i) The initial Certificate shall be in the form set forth is paragraph (a) of this Section,
except that:
A. immediately under the name of the Certificate, the headings "Interest Rate"
and "Maturity Date" shall both be completed with the words "As shown below" and
"CUSIP No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF WICHITA FALLS, TEXAS, in Wichita County, Texas (the "Issuer"), being a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered
Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on September
1 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in
the following schedule:
Years P Amounts In Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a
360-day year of twelve 30-day months) from November 15, 2006 at the respective Interest Rate per
annum specified above. Interest is payable on March 1, 2007, and semiannually on each September 1
and March 1 thereafter to the date of payment of the principal installment specified above, or the date of
redemption prior to maturity; except, that if this Certificate is required to be authenticated and the date of
its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment date, in
which case such principal amount shall bear interest from such next following interest payment date;
provided, however, that if on the date of authentication hereof the interest on the Certificate or
Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this
Certificate shall bear interest from the date to which such interest has been paid in full."
C. The Initial Certificate shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and
maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking Fund
shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be used only
for paying the interest on and principal of said Certificates. All amounts received from the sale of the
Certificates as accrued interest, and premium (if any), shall be deposited upon receipt to the Interest and
Sinking Fund, and all ad valorem taxes levied and collected for and on account of said Certificates shall
be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of
said Certificates are outstanding and unpaid, the governing body of said Issuer shall compute and
ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money
required to pay the interest on said Certificates as such interest comes due, and to provide and maintain a
sinking fund adequate to pay the principal of said Certificates as such principal matures (but never less
than 2% of the original amount of said Certificates as a sinking fund each year); and said tax shall be
based on the latest approved tax rolls of said Issuer, with full allowances being made for tax
delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and
is hereby ordered to be levied, against all taxable properiy in said Issuer, for each year while any of said
Certificates are outstanding and unpaid, and said tax shall be assessed and collected each such year and
deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to
provide for the payment of the interest on and principal of said Certificates, as such interest comes due
and such principal matures, are hereby pledged for such payment, within the limit prescribed by law.
(b) The Certificates are additionally secured by revenues of the Issuer's waterworks and sewer
system that remain after the payment of all maintenance and operation expenses thereof, and all debt
service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or
hereafter outstanding) that are secured by a lien on all or any part of the net revenues of the Issuer's
waterworks and sewer system, constituting "Surplus Revenues", with such Surplus Revenues from the
waterworks and sewer system not to exceed $1,000. The Issuer shall deposit such Surplus Revenues to
the credit of the Interest and Sinking Fund created pursuant to this Section, to the extent necessary to pay
the principal and interest on the Certificates. Notwithstanding the requirements of Section 6, if Surplus
Revenues or other lawfully available moneys of the Issuer are actually on deposit in the Interest and
Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then
the amount of taxes that otherwise would have been required to be levied pursuant to Section 6 may be
reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then
on deposit in the Interest and Sinking Fund.
(c) Article 1208, Government Code, applies to the issuance of the Certificates of Obligation and
the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section, and is therefare
valid, effective, and perfected. Should Texas law be amended at any time while the Certificates of
Obligation are outstanding and unpaid, the result of such amendment being that the pledge of the taxes
and Surplus Revenues granted by the Issuer under this Section, is to be subject to the filing requirements
of Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the
Certificates of Obligation a security interest in said pledge, the Issuer agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions of
Chapter 9, Business & Commerce Code and enable a filing of a security interest in said pledge to occur.
Section 6. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Certificate, plus interest
thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for
on or before such due date by irrevocab(y depositing with or making available to the Paying
Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow
Agreement") for such payment (1) lawful money of the United States of America sufficient to make such
payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinvestment, of sufficient money to provide for such
payment, and when proper arrangements have been made by the Issuer with the Paying AgentlRegistrar
for the payment of its services until all Defeased Certificates shall have become due and payable. At
such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such
Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits
of, the ad valorem taxes herein levied and pledged or the limited pledge of Surplus Revenues as provided
in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance
Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided
that any determination not to redeem Defeased Certificates that is made in conjunction with the payment
arrangements specified in subsection 6(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Certificates immediately following the making of the payment arrangements; and (3) directs
that notice of the reservation be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the
Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not
required for the payment of the Certificates and interest thereon, with respect to which such money has
been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer.
Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for
the payment of Defeased Certificates may contain provisions permitting the investment or reinvestment
of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the
satisfaction of the requirements specified in subsection 6(a)(i) or (ii). All income from such Defeasance
Securities received by the Paying AgentlRegistrar which is not required for the payment of the Defeased
Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or
deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America., (ii) noncallable obligations of an agency or instrumentality of the United States of America,
including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that, on the date of the purchase thereof are rated as to investment yuality 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
that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the
financial arrangements are rated as to investment quality by a nationally recognized investment rating
firm not less than AAA or its equivalent.
(d) Until all Defeased Certificates shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the
same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay
for such services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of
Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of
Certificates by such random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES.
(a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated,
lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a
new certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost,
stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the registered owner
applying for a replacement certificate shall furnish to the Issuer and to the Paying AgentlRegistrar such
security or indemnity as may be required by them to save each of them harmless from any loss or damage
with respect thereto. Also, in every case of loss, theft or destruction of a Certificate, the registered owner
shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss,
theft or destruction of such Certificate, as the case may be. In every case of damage or mutilation of a
Certificate, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the
Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this , in the event any
such Certificate shall have matured, and no default has occurred that is then continuing in the payment of
the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate)
instead of issuing a replacement Certificate, provided security or indemnity is furnished as above
provided in this Section.
(d) Char�e for Issuin�placement Certificates. Prior to the issuance of any replacement
certificate, the Paying AgendRegistrar shall charge the registered owner of such Certificate with all legal,
printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to
the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Certificate
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Certificates duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Sec. 1206.022,
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such
replacement certificate without necessity of further action by the governing body of the Issuer or any
other body or person, and the duty of the replacement of such certificates is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver
such Certificates in the form and manner and with the effect, as provided in Section 3(a) of this
Ordinance for Certificates issued in conversion and exchange for other Certificates.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Certificates initially
issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates
pending their delivery and their investigation, examination, and approval by the Attorney General of the
State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to
act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
Certificate. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers
may, at the option of the Issuer, be printed on the Certificates issued and delivered under this Ordinance,
but neither shall have any legal effect, and shall be solely for the convenience and information of the
registered owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear
an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Certificates is subject to the
initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P.,
bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery
of the Certificates to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in
connection with issuance, sale and delivery of the Certificates is hereby approved and confirmed. The
execution and delivery of an engagement letter between the Issuer and such firm, with respect to such
services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the
Mayor is hereby authorized to execute such engagement letter.
Section 9. TAX EXEMPTION. The City Council does not intend to issue the Certificates in a
manner such that the Certificates would constitute obligations described in section 103(a) of the Internal
Revenue Code of 1986 (the "Code") and all applicable temporary, proposed and final regulations and
procedures promulgated thereunder or promulgated under the Internal Revenue Code of 1954, to the
extent applicable to the Code.
Section 10. SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES.
(a) The Certificates are hereby sold and shall be delivered to RBC Capital Markets ( the
"Purchaser"), pursuant to the terms and provisions of a Purchase Agreement, in substantially the form
presented at this meeting, which the Mayor is hereby authorized to execute and deliver. It is hereby
officially found, determined, and declared that the terms of this sale are the most advantageous
reasonably obtainable. The Certificates shall initially be registered in the name of Southwest Securities
or its designee.
(b) The Issuer hereby approves the form and content of the Official Statement relating to the
Certificates and any addenda, supplement or amendment thereto, and approves the distribution of such
Official Statement in the reoffering of the Certificates by the Purchaser in final form, with such changes
therein or additions thereto as the officer executing the same may deem advisable, such determination to
be conclusively evidenced by his execution thereo£ The distribution and use of the Preliminary Official
Statement dated November 13, 2006, prior to the date hereof is hereby ratified and confirmed.
(c) The Mayor and Mayor Pro Tem, the City Manager and City Clerk and all other officers,
employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized,
empowered and directed from time to time and at any time to do and perform all such acts and things and
to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer
a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether
or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions
of this Ordinance, the Certificates, the sale of the Certificates and the Official Statement. In case any
officer whose signature shall appear on any Certificate shall cease to be such officer before the delivery
of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as
if such officer had remained in office until such delivery.
Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings
derived from the investment of proceeds from the sale of the Certificates shall be used along with other
certificate proceeds for the Project; provided that after completion of such purpose, if any of such interest
earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is
further provided, however, that any interest earnings on certificate proceeds that are required to be
rebated to the United States of America pursuant to Section 9 hereof in order to prevent the Certificates
from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of
this Section.
Section 12. CONSTRUCTION FUND.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a
separate fund to be entitled the "Taxable Series 2006B Combination Tax and Revenue Certificate of
Obligation Construction Fund" for use by the Issuer for payment of all lawful costs associated with the
acquisition and construction of the Project as hereinbefore provided, and to pay the costs of issuance of
the Certificates. Upon payment of all such costs, any moneys remaining on deposit in said Fund shall be
transferred to the Interest and Sinking Fund. Amounts so deposited to the Interest and Sinking Fund shall
be used in the manner described in Section 5 of this Ordinance.
(b) The Issuer may place proceeds of the Certificates (including investment earnings thereon)
and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds
Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer
hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for
the purposes for which the Certificates are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(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.
(i) The Issuer shall provide annually to each NRMSIR and any SID, within six months
after the end of each fiscal year ending in or after 2006, financial information and operating data
with respect to the Issuer of the general type included in the final Official Statement authorized
by Section 10 of this Ordinance, being the information described in E�chibit A hereto. Any
financial statements so to be provided shall be (1) prepared in accordance with the accounting
principles described in Exhibit A hereto, or such other accounting principles as the Issuer may be
required to employ from time to time pursuant to state law or regulation, and (2) audited, if the
Issuer commissions an audit of such statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not completed
within such period, then the Issuer shall provide unaudited financial statements within such
period, and audited financial statements far the applicable fiscal year to each NRMSIR and any
SID, when and if the audit report on such statements become available.
(ii) If the Issuer 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 Issuer
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 Issuer shall notify any SID and either each NRMSIR ar 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. Dzfeasances;
10. Release, substitution, or sale of property securing repayment of the Certificates; and
11. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
by the Issuer to provide financial information or operating data in accordance with subsection (b) of this
Section by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the Issuer remains an "obligated person" with
respect to the Certificates within the meaning of the Rule, except that the Issuer in any event will
give notice of any deposit made in accordance with this Ordinance or applicable law that causes
the Certificates no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners 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
Issuer 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 ar material to a complete
presentation of the Issuer'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 Issuer 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.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER 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 ISSUER, 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.
(iv) No default by the Issuer in observing or performing its obligations under this
Section shall comprise a breach of or default under the 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 Issuer under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking
into account any amendments or interpretations of the Rule since such offering as well as such
changed circumstances and (2) either (a) the registered owners of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the outstanding Certificates consent to such amendment or (b)
a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel)
determined that such amendment will not materially impair the interest of the registered owners
and beneficial owners of the Certificates. The Issuer may also amend or repeal the provisions of
this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the
Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid,
but only if and to the extent that the provisions of this sentence would not prevent an underwriter
from lawfully purchasing or selling Certificates in the primary offering of the Certificates. If the
Issuer so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with subsection (b) of this Section an
explanation, in narrative form, of the reason for the amendment and of the impact of any change
in the type of financial information or operating data so provided.
Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity,
defect or omission in this Ordinance that does not materially adversely affect the interests of the holders,
(ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not
be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the
interests of the holders, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
corresponding provisions of federal laws from time to time in effect, or (vi) make such other provisions
in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the
provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially
adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in
principal amount 51% of the aggregate principal amount of then outstanding Certificates that are the
subject of a proposed amendment shall have the right from time to time to approve any amendment
hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the
consent of 100% of the holders in aggregate principal amount of the then outstanding Certificates,
nothing herein contained shall permit or be construed to permit amendment of the terms and conditions
of this Ordinance or in any of the Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on
any outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Certificates or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of Certificates
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer
shall send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed
amendment and cause notice of the proposed amendment to be published at least once in a financial
publication published in The City of New York, New York or in the State of Texas. Such published
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is
on file at the office of the Issuer for inspection by all holders of such Certificates.
(d) Whenever at any time within one year from the date of publication of such notice the Issuer
shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal
amount of all of the Certificates then outstanding that are required for the amendment, which instrument
or instruments shall refer to the proposed amendment and that shall specifically consent to and approve
such amendment, the Issuer may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section,
this Ordinance shall be deemed to be modified and amended in accordance with such amendatory
Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected
Certificates shall thereafter be determined, exercised, and enforced, subject in all respects to such
amendment.
(� Any consent given by the holder of a Certificate pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of the publication of the notice provided for
in this Section, and shall be conclusive and binding upon all future holders of the same Certificate during
such period. Such consent may be revoked at any time after six months from the date of the publication
of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the
Issuer, but such revocation shall not be effective if the holders of 51 % in aggregate principal amount of
the affected Certificates then outstanding, have, prior to the attempted revocation, consented to and
approved the amendment.
For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely upon
the registration of the ownership of such Certificates on the registration books kept by the Paying
Agent/Registrar.
Section 15. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Certificates
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of the
Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be
repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days
after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
therefor, may proceed against the City, or any official, officer or employee of the City in their
official capacity the purpose of protecting and enforcing the rights of the Registered Owners
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at
law, in any court of competent jurisdiction, for any relief permitted by law, including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any right of the Registered Owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Certificates then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Certificates or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as
a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability ar charge against the officers, employees or trustees of the City or
the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent, or
employee of the City, shall be charged personally by the Registered Owners with any liability, or
be held personally liable to the Registered Owners under any term or provision of this Ordinance,
or because of any Event of Default or alleged Event of Default under this Ordinance.
Section 16. INSURANCE. The Issuer approves the insurance of the Certificates by
(the "Insurer") and the payment of the premium for such insurance, authorizes the
execution of the commitment letter for such insurance, and agrees to comply with the terms of the
"Provisions Relating to Bond Insurance" attached hereto as Exhibit B and incorporated herein.
Section 17. APPROPRIATION. The Issuer hereby appropriates from current funds on hand,
and directs the transfer to the Interest and Sinking Fund far the Certificates of an amount of money
sufficient to pay the principal and interest scheduled to come due on the Certificates on each debt service
payment occurring prior to January 1, 2008.
Section 18. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or ward
in this Ordinance, or application thereof to any persons or circumstances is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the
remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in
full force and effect.
Section 19. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal
of or interest on any Certificates or for any claim based thereon, ar on this Ordinance, against any official
or employee of the City ar any person executing any Certificate.
Section 20. OPEN MEETING. It is hereby officially found and determined that the meeting at
which this Ordinance was adopted was open to the public, and that public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 551, Texas Government Code.
Section 21. EMERGENCY. It is hereby officially found and determined: that a case of
emergency or urgent public necessity exists which requires the holding of the meeting at which this
Ordinance is passed, such emergency or urgent public necessity being that it is necessary to receive the
proceeds from the sale of the Certificates as soon as possible and without delay to allow the City to
acquire and construct urgently needed public improvements; and that said meeting was open to the
public, and public notice of the time, place, and purpose of said meeting was given, all as required by
Texas Government Code, Chapter 551.
Section 22. IMMEDIATE EFFECT; EFFECTNE DATE. This Ordinance shall take effect and
be in force immediately upon and after its adoption by the City Council in accordance with the provisions
of Section 1201.028, Texas Government Code and the provisions of the City Charter of the Issuer, and it
is accordingly so ordained.
(Execution Page Follows)
PASSED, APPROVED AND EFFECTNE this
_--� —=---�
ATTEST: Mayor, City of Wichita Falls, T
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' C1 r, City of Wichita Falls, Texas
[CITY SEAL]
APPROVED AS TO LEGAL FORM:
City Attorney
City of Wichita Falls, Texas
By:
EXHIBIT A
Annual Financial Statements and Operating Data
The following information is referred to in Section 13(b) of this Ordinance:
The financial information and operating data with respect to the Issuer 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:
-- Tables 1 through 12 (APPENDIX A), inclusive
-- APPENDIX D(FINANCIAL STATEMENTS FOR THE LAST COMPLETED FISCAL YEAR
WHICH WILL BE UNAUDITED, UNLESS AN AUDIT IS PERFORMED IN WHICH EVENT THE
AUDITED FINANCIAL STATEMENTS WILL BE MADE AVAILABLE)
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 above.
EXHIBIT B
PROVISIONS RELATING TO MUNICIPAL BOND INSURANCE