Ord 33-2018 Street Bonds 2018A 7/17/2018CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTY OF WICHITA
CITY OF WICHITA FALLS
I, the undersigned City Clerk of said City, hereby certify as follows:
1. The City Council of said City convened in regular meeting on the 17' day of July, 2018, at the
City Hall, and the roll was called of the duly constituted officers and members of said City Council, to -wit:
Stephen Santellana, Mayor
Bobby Whiteley, At Large
Eric West, District 1
DeAndra Chenault, District 2
Jeff Browning, District 3
Jesse Brown, District 4
Mitesh Desai, District 5
and all of said persons were present, thus constituting a quorum. Whereupon, among other business, the
following was transacted at said Meeting: a written Ordinance entitled
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
WICHITA FALLS, TEXAS GENERAL OBLIGATION BONDS, SERIES 2018A;
LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE
SECURITY FOR AND PAYMENT OF SAID BONDS; APPROVING THE
OFFICIAL STATEMENT AND INSTRUMENTS AND PROCEDURES
RELATING TO SAID BONDS; PROVIDING AN EFFECTIVE DATE; AND
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
was duly introduced for the consideration of said City Council and read in full. It was then duly moved and
seconded that said Ordinance be adopted; and, after due discussion, said motion carrying with it the
adoption of said Ordinance, prevailed and carried by the following vote:
AYES: 7 NOES: 0 ABSTENTIONS: 0
2. That a true, full and correct copy of the aforesaid Ordinance adopted at the Meeting described
in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has
been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph
is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the adoption
of said Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen,
qualified and acting officers and members of said City Council as indicated therein; that each of the officers
and members of said City Council was duly and sufficiently notified officially and personally, in advance,
of the time, place and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and
considered for adoption at said Meeting, and each of said officers and members consented, in advance, to
the holding of said Meeting for such purpose, 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 Chapter 551, Texas
Government Code.
SIGNED AND SEALED July 17, 2018.
City Orerk
ORDINANCE
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF WICHITA FALLS,
TEXAS GENERAL OBLIGATION BONDS, SERIES 2018A; LEVYING AN ANNUAL AD
VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID
BONDS; APPROVING THE OFFICIAL STATEMENT AND INSTRUMENTS AND
PROCEDURES RELATING TO SAID BONDS; PROVIDING AN EFFECTIVE DATE; AND
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF WICHITA §
CITY OF WICHITA FALLS §
WHEREAS, by virtue of an election held within the City of Wichita Falls, Texas ("the Issuer") on
May 5, 2018, this City Council became authorized to issue, sell and deliver the general obligation bonds of
the Issuer, of which there have been issued heretofore, are authorized to be issued by this Ordinance, and
will remain authorized but unissued hereafter, as described in Schedule I attached hereto and incorporated
herein;
WHEREAS, this City Council finds and determines that it is necessary and proper to order the
issuance, sale and delivery of such voted bonds;
WHEREAS, the Bonds hereinafter authorized to be issued are to be issued, sold and delivered
pursuant to the general laws of the State of Texas, including Texas Government Code, Chapter 1331, as
amended; 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 Texas Government Code, Chapter 551; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. The recitals set forth in
the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this
Section. The bonds of the City of Wichita Falls, Texas (the "Issuer") are hereby authorized to be issued
and delivered in the aggregate principal amount of $16,345,000 for the public purposes of (i) designing,
constructing, improving, extending, expanding, upgrading and developing streets, roads, thoroughfares and
related improvements in the Issuer, including the extension of Maplewood Avenue from Lawrence Road to
McNiel Avenue and the widening of Taft Boulevard from FM 369 to FM 2380 and construction of related
drainage improvements, with any remaining bond proceeds to be used for design, construction,
rehabilitation and improvement of such other streets and roads as the City Council may determine; and (ii)
paying the costs associated with the issuance of the Bonds.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, MATURITIES AND
INTEREST RATES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY
OF WICHITA FALLS, TEXAS GENERAL OBLIGATION BOND, SERIES 2018A," and initially there
shall be issued, sold, and delivered hereunder one fully registered bond, without interest coupons, dated
August 1, 2018, in the principal amount stated above and in the denominations hereinafter stated, numbered
T-1, with bonds 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 bond being made payable to the initial purchaser as described in Section 9 hereof), or to the
registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the
"Registered Owner"), and said bonds shall mature and be payable serially on September 1 in each of the
years and in the principal amounts, respectively, and shall bear interest calculated on the basis of a 360-day
year composed of twelve 30-day months from the dates set forth in the FORM OF BOND set forth in 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
Years
Amounts ($)
Rates
2019
550,000
2.00
2020
575,000
3.00
2021
595,000
4.00
2022
615,000
4.00
2023
640,000
4.00
2024
670,000
4.00
2025
695,000
4.00
2026
720,000
4.00
2027
750,000
4.00
2028
780,000
4.00
2029
810,000
4.00
2030
845,000
4.00
2031
880,000
4.00
2032
915,000
4.00
2033
950,000
4.00
2034
990,000
4.00
2035
1,030,000
4.00
2036
1,070,000
4.00
2037
1,110,000
4.00
2038
1,155,000
5.00
The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued
and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other
substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the
Bonds.
Section 3. CHARACTERISTICS OF THE BONDS.
(a) Appointment of Paying Agent/Registrar. The Issuer hereby appoints The Bank of New York
Mellon Trust Company, N.A., Dallas, Texas, to serve as paying agent and registrar for the Bonds (the
"Paying Agent/Registrar"). The Mayor or City Manager is authorized and directed to execute and deliver
in the name and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying
Agent/Registrar.
(b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept at
the corporate trust office of the Paying Agent/Registrar books or records for the registration of the transfer,
conversion and exchange of the Bonds (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 within three days of presentation in due and proper
form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
registered owner of each Bond to which payments with respect to the Bonds 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 Bond or Bonds.
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner
provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute
Bond shall bear a letter and/or number to distinguish it from each other Bond.
(c) Authentication. Except as provided in subsection 0) of this section, an authorized
representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually
sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds 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 foregoing conversion
and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing,
execution and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Subchapter D,
Chapter 1201, Texas Government Code, the duty of conversion and exchange of Bonds as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and
exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect
as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
(d) Payment of Principal 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 Bonds, all as
provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made
by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and
exchanges of Bonds, and all replacements of Bonds, 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 Special
Record Date and of the scheduled payment date of the past due interest (which shall be fifteen (15) days
after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date
by United States mail, first class postage prepaid, to the address of each registered owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of mailing of
such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the
purpose of payment of principal and interest with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
shall pay all principal of and interest on the Bonds 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 Issuer's
obligations with respect to payment of principal of and interest on the Bonds 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 Bond certificate evidencing the obligation of the Issuer to make payments of principal and interest
pursuant to this Ordinance.
(f) Paying A eng t/Registrar. The Issuer covenants with the registered owners of the Bonds that at
all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank,
trust company, financial institution or other agency to act as and perform the services of Paying
Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity.
By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have
agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each
Paying Agent/Registrar.
(g) Substitute Pang A eg nt/Registrar. The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than one hundred -twenty (120) days written notice to the
Paying Agent/Registrar, to be effective not later than sixty (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 Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and
deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating
to the Bonds, to the new Paying Agent/Registrar 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 Bonds, by United States mail, first-class postage
prepaid, which notice also shall give the address of the new Paying Agent/Registrar.
(h) Book -Entry Only S. s e . The Bonds issued in exchange for the Bonds initially issued to the
purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereof and the ownership of each such Bond 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 subsections 0) and (k) of this Section, all of the outstanding Bonds shall be
registered in the name of Cede & Co., as nominee of DTC.
(i) Blanket Letter of Representations. 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 Bonds. Notwithstanding anything to the contrary
contained herein, while the Bonds are subject to DTC's Book -Entry Only System and to the extent
permitted by law, the Letter of Representations is hereby incorporated herein and its provisions shall prevail
over any other provisions of this Ordinance in the event of conflict.
0) Bonds Registered in the Name of Cede & Co. With respect to Bonds 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 Bonds. 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 Bonds, (ii) the delivery to any DTC Participant or any other person, other than
4
a registered owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds,
or (ill) the payment to any DTC Participant or any other person, other than a registered owner of Bonds, as
shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. 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.
(k) Successor Securities Depository; Transfers Outside Book -Entry Only System. In the event that
the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the
representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the
Bonds that they be able to obtain certificated Bonds, 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 Bonds to such successor securities depository or (ii) notify DTC and DTC
Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds 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, or its nominee, or in whatever name
or names registered owners transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Ordinance.
(1) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the manner provided in the representation letter of the Issuer to DTC.
(m) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Bonds to be payable only to the
Registered Owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on
the Bonds 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 Bonds, all as provided, and in the manner
and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds
initially issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated
by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any
Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Paying
Agent/registrar's Authentication Bond, in the FORM OF BOND set forth in this Ordinance.
(n) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire
principal amount of the Bonds, payable in stated installments to the order of the initial purchaser of the
Bonds or its designee, executed by manual or facsimile signature of the Mayor and City Clerk, 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 Bond, the Paying Agent/Registrar cancel the initial Bond and deliver to DTC on behalf of such
purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
amount of all of the Bonds for such maturity, registered in the name of Cede & Co., as nominee of DTC.
To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to
an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the
definitive Bonds in safekeeping for DTC.
Section 4. FORM OF BONDS. The form of the Bonds, 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 Bonds 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 Bond.
NO. R-
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF WICHITA
CITY OF WICHITA FALLS, TEXAS
GENERAL OBLIGATION BOND,
SERIES 2018A
Delivery Date
August 21, 2018
Maturity Date
September 1,
PRINCIPAL
AMOUNT
CUS1P No.
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 the Delivery Date specified above at the Interest Rate per annum
specified above. Interest is payable on March 1, 2049, 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
Bond 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 Bond or Bonds, if any, for which this Bond is being exchanged is due but has not
been paid, then this Bond shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United
States of America, without exchange or collection charges. The principal of this Bond shall be paid to the
registered owner hereof upon presentation and surrender of this Bond 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 Mellon
Trust Company, N.A., Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment
of interest on this Bond 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 Bond (the "Bond 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 at the close of business on the 15r' business 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 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 Special
Record Date and of the scheduled payment date of the past due interest (which shall be fifteen (15) days
after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date
by United States mail, first-class postage prepaid, to the address of each owner of a Bond 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 Bond prior to maturity
as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for
payment or redemption at the principal corporate trust office of the Paying Agent/Registrar. The Issuer
covenants with the registered owner of this Bond that on or before each principal payment date and interest
payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for any payment of the principal of or interest on this Bond 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 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 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 BOND is one of a series of Bonds dated August 1, 2018, authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of $16,345,000 for designing,
constructing, improving, extending, expanding, upgrading and developing streets, roads, thoroughfares and
related improvements in the Issuer, including the extension of Maplewood Avenue from Lawrence Road to
McNiel Avenue and the widening of Taft Boulevard from FM 369 to FM 2380 and construction of related
drainage improvements, with any remaining bond proceeds to be used for design, construction,
rehabilitation and improvement of such other streets and roads as the City Council may determine; and
paying the costs associated with the issuance of the Bonds.
ON SEPTEMBER 1, 2027, OR ON ANY DATE THEREAFTER, the Bonds of this series 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 Bonds, or portions thereof,
to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond 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.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE BONDS, unless certain
prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by
the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said
redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and
receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or
upon any prerequisite set forth in such notice of redemption. If a notice of conditional redemption is given
and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no
force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice,
in the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
AT LEAST THIRTY (30) days prior to the date fixed for any redemption of Bonds 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, at least thirty (30) days prior to the date fixed for any such
redemption, to the registered owner of each Bond to be redeemed at its address as it appeared on the 45th
day prior to such redemption date; 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 Bond. 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 Bonds 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 Bonds 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 for 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 Bond shall be
redeemed, a substitute Bond or Bonds 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 for cancellation, at the expense of the Issuer, all as
provided in the Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this
Bond 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 Bonds,
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 Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures
set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee
or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be
registered. The form of Assignment printed or endorsed on this Bond 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 Bond
or any portion or portions hereof from time to time by the registered owner. The Paying Agent/Registrar's
reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging
any Bond 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 Bond or any portion
thereof called for redemption prior to maturity, within forty-five (45) days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond 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 Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond 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 Bond have been
performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to
provide for the payment of the interest on and principal of this Bond, 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.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond 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 Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all
of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond 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 Bond and
the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer (or in his absence, by the Mayor Pro Tem) 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 Bond.
(signature) (signature)
City Clerk Mayor
(SEAL)
(b) Form of Pang Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond 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 Bond has been issued under the provisions of the Bond Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or
in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds 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:
(c) Form of Assi _ng ment.
The Bank of New York Mellon Trust Company, N.A.
Dallas, Texas
Paying Agent/Registrar
Authorized Representative
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of
the within Bond 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 an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
NOTICE: The signature above must correspond
with the name of the registered owner as it appears
upon the front of this Bond in every particular,
without alteration or 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 there is on file and of record in my office a true and correct copy of the opinion
of the Attorney General of the State of Texas approving this Bond and that this Bond has been registered
this day by me.
Witness my signature and seal this
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Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section, except
that:
A. immediately under the name of the Bond, 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 amounts and bearing interest at the per annum rates set forth in the
following schedule:
Years Principal Amounts ($) Interest 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 the Delivery Date specified above at the respective Interest Rate
per annum specified above. Interest is payable on March 1, 2019, 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 Bond 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 Bond or Bonds, if any, for which
this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date
to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained
by the Issuer as a separate fund or account for the payment of the Bonds. 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 Bonds. All amounts received from the sale of the Bonds as
accrued interest 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 Bonds shall be deposited, as collected, to the credit of said
Interest and Sinking Fund. During each year while any of said Bonds are outstanding and unpaid, the
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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 Bonds as such interest comes
due, and to provide and maintain a sinking fund adequate to pay the principal of said Bonds as such principal
matures (but never less than 2% of the original amount of said Bonds 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 property in said Issuer, for each year while any of said
Bonds 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 Bonds, as such interest comes due and such principal
matures, are hereby pledged for such payment, within the limit prescribed by law. Notwithstanding the
requirements of this subsection, if 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 this
subsection may be reduced to the extent and by the amount of lawfully available funds then on deposit in
the Interest and Sinking Fund.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of
the taxes granted by the Issuer under this Section and is therefore valid, effective, and perfected. Should
Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such
amendment being that the pledge of the taxes 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 Bonds 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 BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding
(a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d)
of this Section, when payment of the principal of such Bond, 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
irrevocably 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 ensure 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 Agent/Registrar for the payment of its services until all Defeased Bonds
shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond
hereunder, as aforesaid, such Bond 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 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 Bonds that is made in conjunction with the payment arrangements
specified in subsection (a)(i) or (ii) of this Section 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 Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Bonds 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.
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(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 Bonds 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 beld for the payment of Defeased
Bonds 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 (a)(i) or (ii) of this Section. All income from such Defeasance Securities received
by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, 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 (1) direct noncallable obligations of the United States,
including obligations that are unconditionally guaranteed by the United States; and (2) noncallable
obligations of an agency or instrumentality of the United States, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing
body of the Issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bonds 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 Bonds of a
maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such
random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the
same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond,
in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost,
stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In
every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement Bond
shall furnish to the Issuer and to the Paying Agent/Registrar 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 Bond, 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 Bond, as the case may
be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this, in the event any such
Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal
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of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same
(without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the
Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other
expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section
by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the
Issuer whether or not the lost, stolen or destroyed Bond 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 Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 1206.022, Texas
Government Code, this Section of this Ordinance shall constitute authority for the issuance of any such
replacement Bond 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 Bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and
manner and with the effect, as provided in Section 3 of this Ordinance for Bonds issued in conversion and
exchange for other Bonds.
Section 8. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less
amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in
section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed
by the Bonds (the "Projects") are so used, such amounts, whether or not received by the Issuer,
with respect to such private business use, do not, under the terms of this Ordinance or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described in
subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent
is used for a "private business use" that is "related" and not "disproportionate," within the meaning
of section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5
percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly
or indirectly used to finance loans to persons, other than state or local governmental units, in
contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds being treated as
"private activity bonds" within the meaning of section 141(b) of the Code;
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(5) to refrain from taking any action that would result in the Bonds being "federally guaranteed"
within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire
or to replace funds that were used, directly or indirectly, to acquire investment property (as defined
in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds,
other than investment property acquired with —
(A) proceeds of the Bonds invested for a reasonable temporary period until such proceeds
are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-
1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund to the extent
such amounts do not exceed 10 percent of the proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the
Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of
section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt
service on another issue more than 90 days after the date of issue of the Bonds in contravention of
the requirements of section 149(d) of the Code (relating to advance refundings); and
(9) to pay to the United States of America at least once during each five-year period (beginning on
the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess
Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of
America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount
then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and
(10) to assure that the proceeds of the Bonds will be used solely for new money projects.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(9), a "Rebate Fund"
is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall
not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate
Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations
and, in the case of the Bonds, transferred proceeds (if any) and proceeds of the Refunded Obligations
expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or
rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds,
the Issuer will not be required to comply with any covenant contained herein to the extent that such failure
to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated that impose additional requirements applicable to the
Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion
15
of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest
on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes
and directs the Mayor, the City Manager or the Finance Director to execute any documents, certificates or
reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by
the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Allocation of, and Limitation on, Expenditures for the Projects. The Issuer covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the construction and
acquisition of the Projects on its books and records by allocating proceeds to expenditures within 18 months
of the later of the date that (1) the expenditure is made, or (2) the Projects are completed. The foregoing
notwithstanding, the Issuer shall not expend proceeds of the sale of the Bonds or investment earnings
thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the
date the Bonds are retired, unless the Issuer obtains an opinion of nationally -recognized bond counsel that
such expenditure will not adversely affect the status, for federal income tax purposes, of the Bonds or the
interest thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
(e) Disposition of Projects. The Issuer covenants that the property constituting the Projects will
not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless any action taken in connection with such disposition will not adversely affect the tax-
exempt status of the Bonds. For purpose of the foregoing, the Issuer may rely on an opinion of nationally -
recognized bond counsel that the action taken in connection with such sale or other disposition will not
adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the
property comprising personal property and disposed in the ordinary course shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not
be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest. This
Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury
Regulations.
Section 9. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER
PROCEDURES.
(a) The Bonds are hereby sold and shall be delivered to Hilltop Securities Inc., as representative
of itself and Raymond James and Associates, Inc. (together, the "Underwriters"), for the purchase price of
$17,414,591.90 (representing the par amount of the Bonds of $16,345,000.00 plus an original issue
premium of $1,176,515.55 (premium to be applied as set forth in Section 16) and less an Underwriters'
discount of $106,923.65) pursuant to the terms and provisions of a purchase contract or agreement with the
Underwriters (the "Purchase Agreement"). It is hereby officially found, determined, and declared that the
Bonds have been sold pursuant to the terms and provisions of the Purchase Agreement, which the Mayor
of the Issuer is ereby authorized and directed to execute. It is hereby officially found, determined, and
declared that the teens of this sale are the most advantageous reasonably obtainable. The initial Bond shall
be registered in the name of Hilltop Securities Inc. or its designee.
(b) The Issuer hereby approves the form and content of the Official Statement relating to the Bonds
and any addenda, supplement or amendment thereto, and approves the distribution of such Official
Statement in the reoffering of the Bonds by the Underwriters in final form, with such changes therein or
additions thereto as the officer executing the same may deem advisable, such determination to be
16
conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official
Statement dated July 6, 2018, prior to the date hereof is hereby ratified and confirmed.
(c) The Mayor, City Manager, Assistant City Manager, City Clerk and Finance Director, 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
of the Issuer all other such documents, certificates and 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 Bonds,
the sale of the Bonds and the Official Statement. In case any officer whose signature shall appear on any
Bond shall cease to be such officer before the delivery of such Bond, 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 10. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor, the City Manager or the Finance Director of the Issuer is hereby authorized to have
control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings
pertaining to the Bonds 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 Bonds 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 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
Bond. 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 Bonds 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 Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as
provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds 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
Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection
with issuance, sale and delivery of the Bonds 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 or City Manager, and the
Mayor or City Manager is hereby authorized to execute such engagement letter.
Section 11. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived from the
investment of proceeds from the sale of the Bonds issued for the Projects shall be used along with other
Bond proceeds for the Projects; 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 Bond proceeds that are required to be rebated to
the United States of America in order to prevent the Bonds 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 "Series 2018A General Obligation Bonds Construction Fund" for use by the
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Issuer for payment of all lawful costs associated with the acquisition and construction of the Projects as
hereinbefore provided. 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 invest proceeds of the Bonds issued for Projects (including investment earnings
thereon) and amounts deposited in 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 Bonds will be used as soon as practicable for
the purposes for which the Bonds 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 Rulemaling Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports.
(i) The Issuer shall provide annually to the MSRB, in an electronic format as prescribed by the
MSRB, within six (6) months after the end of each fiscal year ending in or after 2018, financial
information and operating data with respect to the Issuer of the general type included in the final
Official Statement authorized by this Ordinance, being the information described in Exhibit A
hereto. The Issuer will additionally provide audited financial statements when and if available, and
in any event, within twelve (12) months after the end of each fiscal year ending in or after 2018. If
the audit of such financial statements is not complete within twelve (12) months after any such
fiscal year end, then the Issuer will file unaudited financial statements within such twelve (12)
month period and audited financial statements for the applicable fiscal year, when and if the audit
report on such statements becomes available. Any financial statements so to be provided shall be
prepared in accordance with the accounting principles described in Appendix B to the Official
Statement, or such other accounting principles as the Issuer may be required to employ from time
to time pursuant to state law or regulation.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the 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 that is available
to the public on the MSRB's internet website or filed with the SEC. All documents provided to the
MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by
the MSRB.
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(c) Event Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely
manner (but not in excess of ten (10) business days after the occurrence of the event) of any of the
following events with respect to the Bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other
events affecting the tax status of the Bonds;
7. Modifications to rights of holders of the Bonds, if material;
S. Certificate calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the Issuer;
13. The consummation of a merger, consolidation, or acquisition involving the Issuer or the
sale of all or substantially all of the assets of the Issuer, other than in the ordinary course
of business, the entry into a definitive agreement to undertake such an action or the
termination of a definitive agreement relating to any such actions, other than pursuant to
its terms, if material; and
14. Appointment of a successor trustee or change in the name of the trustee, if material.
As used in clause 12 above, the phrase "bankruptcy, insolvency, receivership or similar event"
means the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding
under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a
court or governmental authority has assumed jurisdiction over substantially all of the assets of the
Issuer, or if jurisdiction has been assumed by leaving the existing City Council and officials or
officers of the Issuer in possession but subject to the supervision and orders of a court or
governmental authority, or the entry of an order confirming a plan of reorganization, arrangement
or liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Issuer.
(ii) The Issuer shall notify 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
Bonds 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 Bonds no longer to
be outstanding.
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(ii) The provisions of this Section are for the sole benefit of the registered owners 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 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 or 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 Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER 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 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 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 Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make filings with or provide notices to
entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with respect to
the Bonds in accordance with the Rule as amended. 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 Bonds in the primary offering of the Bonds in compliance with the
Rule, taking into account any amendments or interpretations of the Rule since such offering as well
as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a
qualified 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 Bonds. 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 Bonds in the primary offering of the Bonds. 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:
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(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, (iv) 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 (v) 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 Bonds aggregating in principal
amount 51 % of the aggregate principal amount of then outstanding Bonds 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 Bonds, nothing herein contained shall permit or be
construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as
to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any
outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Bonds 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 Bonds 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 Bonds a copy of the proposed amendment. Such
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 Bonds.
(d) Whenever at any time within one year from the date of mailing 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 Bonds then outstanding that are required for the amendment, which instrument or instruments
shall refer to the proposed amendment and 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 Bonds shall
thereafter be determined, exercised, and enforced, subject in all respects to such amendment.
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(t) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be
irrevocable for a period of six (6) months from the date of such consent, and shall be conclusive and binding
upon all future holders of the same Bond during such period. Such consent may be revoked at any time
after six (6) months from the date of such consent 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 5 1 % in
aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation,
consented to and approved the amendment.
(g) For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the
registration of the ownership of such Bonds 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 Bonds when the same
becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or obligation of the
Issuer, the failure to perform which materially, adversely affects the rights of the registered owners
of the Bonds, 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 sixty (60) days after notice of such
default is given by any Registered Owner to the Issuer.
(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 Issuer for 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 Bonds 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 Bonds 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 Bonds 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.
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(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 or
charge against the officers or employees of the Issuer or the City Council.
Section 16. PREMIUM. The Bonds are being sold at an aggregate premium equal to
$1,176,515.55. With respect to such premium attributable to the Bonds, $221,515.55 shall be used to pay
costs of issuance (including Underwriters' discount), $0.00 shall be deposited to the Interest and Sinking
Fund and $955,000.00 shall be deposited into the Construction Fund. The $16,345,000.00 principal amount
of Bonds issued pursuant to the May 5, 2018 bond election, plus the premium of $955,000.00 deposited
into the Construction Fund, results in a total principal plus net premium of $17,300,000.00 being issued
from the voted authorization.
Section 17. APPROPRIATION. To pay the debt service coming due on the Bonds, if any, prior
to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on
hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay
such debt service, and such amount shall be used for no other purpose.
Section 18. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal
of or interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official or
employee of the Issuer or any person executing any Bond.
Section 19. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code,
Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council.
Section 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word
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.
(Execution Page Follows)
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DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WICHITA
FALLS, TEXAS on this 17' day of July, 2018.
ATTEST:
fflaL�
City C1 rk, City of Wichita Fall , Texas
APPROVED AS TO FORM:
1 4 j
Ci y Attorney of Wi i Falls, Texas
i
Mayor, City of Wichita Falls, Texas
[CITJSEALfi
SCHEDULEI
Voted Bonds
Amount
Amount Previously
Purpose Authorized Issued
May 5, 2018 Election
Prop. C - Streets and Roads $17,300,000 $0
*$16,345,000.00 principal plus $955,000.00 premium.
S-1
Amount
Unissued Being
Balance Issued
$17,300,000 $17,300,000*
EXHIBIT A
ANNUAL FINANCIAL INFORMATION 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 - 5 and 7 - 14
Exhibit A