Ord 26-2021 CO2011Series Refunding Bond 08/03/2021 Ordinance 26-2021
AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF WICHITA FALLS,TEXAS,GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2021; ESTABLISHING PROCEDURES AND
DELEGATING AUTHORITY FOR THE SALE AND DELIVERY OF THE BONDS; PROVIDING AN
EFFECTIVE DATE;AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
WICHITA COUNTY §
CITY OF WICHITA FALLS §
WHEREAS,there are presently the outstanding obligations of the City of Wichita Falls,Texas(the"Issuer")
described in Schedule I attached hereto,collectively,the"Eligible Refunded Obligations";
WHEREAS, the Issuer now desires to refund all or part of the Eligible Refunded Obligations, and those
Eligible Refunded Obligations designated by the Pricing Officer in the Pricing Certificate,each as defined below,to
be refunded are herein referred to as the"Refunded Obligations";
WHEREAS,Chapter 1207,Texas Government Code,authorizes the Issuer to issue refunding bonds and to
deposit the proceeds from the sale thereof,together with any other available funds or resources,directly with a paying
agent for the Refunded Obligations or a trust company or commercial bank that does not act as a depository for the
Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded
Obligations, shall constitute the making of firm banking and financial arrangements for the discharge and final
payment of the Refunded Obligations;
WHEREAS, Chapter 1207, Texas Government Code,further authorizes the Issuer to enter into an escrow
agreement with such paying agent for the Refunded Obligations or trust company or commercial bank with respect to
the safekeeping,investment,reinvestment, administration and disposition of any such deposit,upon such terms and
conditions as the Issuer and such paying agent or trust company or commercial bank may agree;
WHEREAS, the Escrow Agreement, hereinafter authorized constitutes an escrow agreement of the kind
authorized and permitted by said Chapter 1207;
WHEREAS,this City Council hereby finds and determines that it is a public purpose and in the best interests
of the Issuer to refund the Refunded Obligations in order to achieve a present value debt service savings,with such
savings, among other information and terms, to be included in a pricing certificate (the "Pricing Certificate") to be
executed by the Pricing Officer(hereinafter designated), all in accordance with the provisions of Section 1207.007,
Texas Government Code;
WHEREAS,this City Council hereby further finds and determines that the manner in which the refunding is
being executed,in that the pricing and terms of the bonds hereinafter authorized are to be determined at a future date
pursuant to the provisions of this Ordinance,does not make it practicable to determine the amount of debt service loss
or debt service savings that will result from the refunding of the Refunded Obligations;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20
years of the date of the Bonds hereinafter authorized;
WHEREAS, the Bonds hereinafter authorized are to be issued, sold and delivered pursuant to the general
laws of the State of Texas,including Chapter 1207,Texas Government Code;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 Chapter 551,Texas Government Code;Now,Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS,TEXAS:
Section 1. RECITALS,AMOUNT,PURPOSE AND DESIGNATION OF THE BONDS.
(a) 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.
(b) The bonds of the Issuer are hereby authorized to be issued and delivered in the aggregate principal amount
hereinafter provided for the public purpose of providing funds to refund a portion of the Issuer's outstanding
indebtedness and to pay costs of issuance of the Bonds.
(c) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF WICHITA FALLS,TEXAS,
GENERAL OBLIGATION REFUNDING BOND,SERIES 2021,"or such other designation as set forth in the Pricing
Certificate and initially there shall be issued, sold, and delivered hereunder fully registered Bonds, without interest
coupons,payable to the respective registered owners thereof(with the initial bonds being made payable to the initial
purchaser as described in Section 10 hereof),or to the registered assignee or assignees of said bonds or any portion or
portions thereof(in each case, the "Registered Owner"). The Bonds shall be in the respective denominations and
principal amounts,shall be numbered,shall mature and be payable on the date or dates in each of the years and in the
principal amounts,and shall bear interest to their respective dates of maturity or redemption prior to maturity at the
rates per annum,as set forth in the Pricing Certificate.
Section 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Chapter 1207,Texas Government Code,as amended,the Chief Financial Officer,the
City Manager and/or the Assistant City Manager of the Issuer(each a"Pricing Officer") are each hereby authorized
to act on behalf of the Issuer in selling and delivering the Bonds, determining which of the Eligible Refunded
Obligations shall be refunded and carrying out the other procedures specified in this Ordinance,including,determining
the date of the Bonds,any additional or different designation or title by which the Bonds shall be known, the price at
which the Bonds will be sold,the years in which the Bonds will mature,the principal amount to mature in each of
such years,the rate of interest to be borne by each such maturity,the interest payment and record dates,the price and
terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the Issuer,as well
as any mandatory sinking fund redemption provisions,and all other matters relating to the issuance,sale,and delivery
of the Bonds and the refunding of the Refunded Obligations,including without limitation establishing the redemption
dates for and effecting the redemption of the Refunded Obligations and obtaining municipal bond insurance for all or
any portion of the Bonds and providing for the terms and provisions thereof applicable to the Bonds(including the
execution of any commitment agreements,membership agreements in mutual insurance companies,and other similar
agreements),all of which shall be specified in the Pricing Certificate;provided that:
(i) the aggregate principal amount of the Bonds authorized pursuant to this Ordinance shall not exceed
$2,045,000.00;
(ii) the refunding of the Refunded Obligations must produce a net present value debt service savings of not
less than 3%;
(iii) the true interest cost of the Bonds shall not exceed 6.00%;
(iv)the final maturity of the Bonds shall not be later than September 1,2033;and
(v) the delegation made hereby shall expire if not exercised by the Pricing Officer within 6 months of the
date of adoption of the Ordinance.
(b) In establishing the aggregate principal amount of the Bonds,the Pricing Officer shall establish an amount
not exceeding the amount authorized in Subsection(a)hereof,which shall be sufficient in amount to provide for the
purposes for which the Bonds are authorized and to pay costs of issuing the Bonds. The Bonds shall be sold with and
subject to such terms as set forth in the Pricing Certificate.
(c)The Pricing Officer shall select the Eligible Refunded Obligations to be refunded in accordance with the
limitations set forth above.
(d) The Pricing Officer shall determine whether the Bonds will be sold by private placement or negotiated
or competitive sale.
Section 3. CHARACTERISTICS OF THE BONDS.
(a)Appointment of Paying Agent/Registrar. The selection and appointment of the paying agent/registrar for
the Bonds (the "Paying Agent/Registrar") shall be as provided in the Pricing Certificate. The Mayor or the Pricing
Officer 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 in substantially the form presented at this meeting.
(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
(3)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(j)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 Agent/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 entity 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 Paying Agent/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 System. 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
(j)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.
(j) 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 a registered owner of Bonds,as shown on the Registration Books,of any notice with respect to the
Bonds, or(iii)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 Bonds. On the closing date, one initial Bond representing the entire principal
amount of the Bonds,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 such initial Bond, the Paying Agent/Registrar shall
cancel such initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year
of maturity of such 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, and with the Bonds to be completed with information set forth in the
Pricing Certificate.
(a) Form of Bond.
NO.R- PRINCIPAL
UNITED STATES OF AMERICA
STATE OF TEXAS AMOUNT
CITY OF WICHITA FALLS,TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2021
INTEREST RATE DELIVERY DATE MATURITY DATE CUSIP NO.
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 the Delivery Date
specified above at the Interest Rate per annum specified above. Interest is payable on , and
semiannually on each and 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 ,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 on the 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 , ,authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of$ for the public purposes of
refunding certain outstanding obligations of the Issuer set forth in the Pricing Certificate;and to pay the costs incurred
in connection with the issuance of the Bonds.
ON ,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.
THE BONDS scheduled to mature on in the years and (the "Term Bonds")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 Bonds,on the dates
and in the respective principal amounts,set forth in the following schedule:
Term Bond Term Bond
Maturity: , Maturity:
Principal Amount Principal Amount
Mandatory Redemption Date Mandatory Redemption Date
$ $
(maturity) , (maturity)
The principal amount of Term Bonds 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 Bonds of the same maturity which,at least forty-five(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 Term Bonds plus accrued interest to the date of purchase thereof,and delivered to the Paying Agent/Registrar
for 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 Term Bonds 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.
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
conditional notice of 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 business day prior to the mailing of
such redemption 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 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 the Mayor's absence,the Mayor Pro Tem 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 Bond.
(signature) (signature)
City Clerk Mayor
(SEAL)
(b) Form of Paying 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:
Paying Agent/Registrar
By:
Authorized Representative
(c) Form of Assignment.
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 NOTICE:The signature above must correspond with the
guarantor institution participating in a securities transfer name of the Registered Owner as it appears upon the
association recognized signature guarantee program. 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
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 in each of the years, in the
principal installments and bearing interest at the per annum rates set forth in the following schedule:
Years(9/1) Principal Installments Interest Rates
(Information from Pricing Certificate 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 at the respective Interest Rate per annum specified above.
Interest is payable on , and semiannually on each and
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 and the funds therein shall be deposited into and held in an account 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 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 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 Section, if lawfully available moneys of the Issuer are 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 Section may be reduced to
the extent and by the amount of the 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.
(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 held 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 Section,in the event any such
Bond 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 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 7 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(b)of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 8. 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 of the Issuer and each of the Pricing Officers 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.
Section 9. 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 or refinanced by the Bonds(the
"Project") 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 or refinanced 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;
(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.
(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 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) Disposition of Projects. The Issuer covenants that the property constituting the projects financed or
refinanced with the proceeds of the bonds 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.
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER
PROCEDURES.
(a) The Bonds shall be sold and delivered subject to the provisions of Section 1 and Section 2 and pursuant
to the terms and provisions of a purchase agreement or purchase letter(the"Purchase Agreement")which the Pricing
Officer is hereby authorized to execute and deliver and in which the purchaser or purchasers(the"Underwriters")of
the Bonds shall be designated. The Bonds shall initially be registered in the name of the purchaser thereof as set forth
in the Pricing Certificate.
(b) The Mayor,City Clerk or the Pricing Officer are further authorized and directed to execute and deliver
for and on behalf of the Issuer copies of a Preliminary Official Statement and Official Statement, if prepared in
connection with the offering of the Bonds by the Underwriters,in final form as may be required by the Underwriters,
and such final Official Statement in the form and content as approved by the Pricing Officer or as manually executed
by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized
for distribution and use by the Underwriters. The form and substance of the Preliminary Official Statement for the
Bonds and any addenda,supplement or amendment thereto,all as approved by the Pricing Officer,are hereby deemed
to be approved in all respects by the City Council,and the Preliminary Official Statement is hereby deemed final as
of its date (except for the omission of pricing and related information) within the meaning and for the purpose of
paragraph(b)(1)of the Rule(hereinafter defined).
(c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, to obtain from a
municipal bond insurance company so designated in the Pricing Certificate(the"Insurer")a municipal bond insurance
policy(the"Insurance Policy")in support of the Bonds. To that end,should the Pricing Officer exercise such authority
and commit the Issuer to obtain a municipal bond insurance policy,for so long as the Insurance Policy is in effect,the
requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the Pricing Certificate are
incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other
provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to
effect the issuance of the Insurance Policy by the Insurer.
(d) The Mayor and Mayor Pro Tem,the City Clerk and the Pricing Officers 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 on behalf of the Issuer
such documents,certificates and 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 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 11. 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.
"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 2021,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 the Pricing Certificate.
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 2021. 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.
(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;
8. 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;
15. Incurrence of a financial obligation of the Issuer,if material, or agreement to covenants, events of
default,remedies,priority rights,or other similar terms of any such financial obligation of the Issuer,
any of which affect security holders,if material;and
16. Default, event of acceleration, termination event, modification of terms, or other similar events
under the terms of any such financial obligation of the Issuer, any of which reflect financial
difficulties.
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. For the purposes of the above describe
event notices 15 and 16,the term"financial obligation"means a(i)debt obligation,(ii)derivative instrument
entered into in connection with,or pledged as security or a source of payment for,an existing or planned debt
obligation, or(iii)a guarantee of(i)or(ii);provided however,that a"financial obligation" shall not include
municipal securities as to which a final official statement(as defined in the Rule)has been provided to the
MSRB consistent with the Rule.
(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.
(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 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 12. 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,(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 the 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.
(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 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 Bonds shall thereafter be determined,
exercised,and enforced,subject in all respects to such amendment.
(f) 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 51%in aggregate principal amount of the affected Bonds
then outstanding,have,prior to the attempted revocation,consented to and approved the amendment.
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 13. 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.
(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,employees or trustees of the Issuer or the City Council.
Section 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. In furtherance of
authority granted by Section 1207.007(b), Texas Government Code, the Mayor or the Pricing Officer are further
authorized to enter into and execute on behalf of the Issuer with the escrow agent selected and appointed in the Pricing
Certificate, an escrow or similar agreement, in the form and substance as shall be approved by the Pricing Officer,
which agreement will provide for the payment in full of the Refunded Obligations. In addition, the Mayor or the
Pricing Officer is authorized to purchase such securities, to execute such subscriptions for the purchase of the
Escrowed Securities(as defined in the agreement),if any,and to authorize such contributions for the escrow fund as
provided in the agreement.
Section 15. REDEMPTION OF REFUNDED OBLIGATIONS.
(a) Subject to execution and delivery of the Purchase Agreement with the Underwriters,the Issuer hereby
directs that the Refunded Obligations be called for redemption on the dates and at such prices as set forth in the Pricing
Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be issued Notice of Redemption
of the Refunded Obligations, completed with information from the Pricing Certificate, to the paying agents for the
Refunded Obligations.
(b) In addition,the paying agents for the Refunded Obligations are hereby directed to provide the appropriate
notices of redemption and defeasance as specified by the ordinances authorizing the issuance of Refunded Obligations
and are hereby directed to make appropriate arrangements so that the Refunded Obligations may be redeemed on their
redemption dates. The Refunded Obligations shall be presented for redemption at the paying agents therefor, and
shall not bear interest after the date fixed for redemption.
(c) If the redemption of the Refunded Obligations results in the partial refunding of any maturity of the
Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar for the Refunded Obligations to
designate at random and by lot which of the Refunded Obligations will be payable from and secured solely from ad
valorem taxes of the Issuer pursuant to the ordinance of the Issuer authorizing the issuance of such Refunded
Obligations(the"Refunded Bond Ordinance"). The paying agent/registrar shall notify by first-class mail all registered
owners of all affected bonds of such maturities that: (i)a portion of such bonds have been refunded and are secured
until final maturity solely with cash and investments maintained by the Escrow Agent in the Escrow Fund, (ii) the
principal amount of all affected bonds of such maturities registered in the name of such registered owner that have
been refunded and are payable solely from cash and investments in the Escrow Fund and the remaining principal
amount of all affected bonds of such maturities registered in the name of such registered owner,if any,have not been
refunded and are payable and secured solely from ad valorem taxes of the Issuer described in the Refunded Obligation
Ordinance, (iii) the registered owner is required to submit his or her Refunded Obligations to the paying
agent/registrar, for the purposes of re-registering such registered owner's bonds and assigning new CUSIP numbers
in order to distinguish the source of payment for the principal and interest on such bonds,and(iv)payment of principal
of and interest on such bonds may, in some circumstances,be delayed until such bonds have been re-registered and
new CUSIP numbers have been assigned as required by(iii)above.
(d) The source of funds for payment of the principal of and interest on the Refunded Obligations on their
respective maturity or redemption dates shall be from the funds deposited with the Escrow Agent pursuant to the
Escrow Agreement approved in Section 14 of this Ordinance.
Section 16. APPROPRIATION. To pay the debt service coming due on the Bonds,if any(as determined
by the Pricing Certificate)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 17. 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.
Section 18. 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.
(Execution Page Follows)
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS,TEXAS,this
3rd day of July 2021.
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Schedule I
Schedule of Eligible Refunded Obligations
City of Wichita Falls, Texas Combination Tax and Revenue Certificates of Obligation,Series 2011