Ord 23-2026 Authorizing Issuance of Combination Tax & Limited Surplus Revenue Certificates of Obligation Ordinance No. 23-2026
ORDINANCE AUTHORIZING THE ' ISSUANCE OF CITY OF WICHITA FALLS, TEXAS,
COMBINATION:TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION;
ESTABLISHING PROCEDURES.. AND DELEGATING AUTHORITY FOR THE SALE AND
DELIVERY OF THE CERTIFICATES; PROVIDING AN EFFECTIVE DATE; AND ENACTING
OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTY OF WICHITA §
CITY OF WICHITA FALLS § '
WHEREAS,the City Council of the City of Wichita Falls,Texas(the"Issuer"),deems it advisable
to issue Certificates of Obligation for the purposes hereinafter set forth; and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued
and delivered for cash pursuant_ to Subchapter C of Chapter 271, Texas Local Government Code,
Subchapter B, Chapter 1502,Texas Government Code; and
WHEREAS,this City Council further finds and determines that it is in the best interest of the Issuer
and its residents to include in the proposed issue of certificates of obligation funds for the public
improvements hereinafter described, rather than fund such projects with the issuance of bther debt
instruments,in order to reduce the costs of such transactions; and
WHEREAS,the City Council has heretofore passed a resolution authorizing and directing the City
Clerk to give notice of intention to issue certificates of obligation, and said notice has been duly published
in a newspaper of general circulation in said City, said newspaper being a "newspaper" as defined in
§2051.044,Texas Government Code;and
WHEREAS, the Issuer received no petition from the qualified electors of the City protesting the
issuance of such certificates of obligation; and
WHEREAS, no bond proposition to authorize the issuance of bonds for the same purpose as any
of the projects being financed with the proceeds of the certificates of obligation was submitted to the voters
of the Issuer during the preceding three years and failed to be approved; and
WHEREAS, it is considered to be to the best interest of the Issuer that said interest-bearing
certificates of obligation be issued;and
WHEREAS, the Issuer is an "Issuer" under Section 1371.001(4)(A), Texas Government Code,
having (i) adopted its charter under Section 5, Article XI, Texas Constitution; (ii) has a population of
50,000 or more; and(iii) has outstanding long-term indebtedness that is rated by a nationally recognized
rating agency for municipal securities in one of the four highest rating categories for a long-term obligation;
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
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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 AND PURPOSE OF THE CERTIFICATES.
(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 certificates of the City of Wichita Falls, Texas (the"Issuer") are hereby authorized to be
issued and delivered,in one or more series, in the aggregate principal amount not to exceed the amount set
forth below for paying all or a portion of the Issuer's contractual obligations incurred in connection with
(i) acquiring, constructing,renovating, installing and equipping parks and recreational improvements; (ii)
acquiring, constructing, renovating and equipping public safety improvements; (iii) acquiring land and
interests in land necessary for such projects;and(iv)paying legal,fiscal,engineering and architectural fees
in connection with these projects(collectively,the"Project").
(c) Each certificate issued pursuant to this Ordinance shall be designated: "CITY OF WICHITA
FALLS, TEXAS, COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATE OF
OBLIGATION, SERIES 2026," or such other designation as set forth in the Pricing Certificate (defined
below) and initially there shall be issued, sold, and delivered hereunder one fully registered certificate,
without interest coupons, with certificates issued in replacement thereof being in the denominations and
principal amounts hereinafter stated and numbered consecutively from R-1 upward, payable to the
respective Registered Owners thereof(with the initial certificate being made payable to the initial purchaser
as described in Section 10 hereof), or to the registered assignee or assignees of said certificates or any
portion or portions thereof (in each case, the "Registered Owner"). The Certificates 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
(defined below).
Section 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Chapter 1371, Texas Government Code, as amended, the Mayor, City
Manager and the Chief Financial Officer/Director of Finance of the Issuer (each a "Pricing Officer") are
each hereby authorized to act on behalf of the.Issuer in selling and delivering the Certificates,carrying out
the other procedures specified in this Ordinance, including, determining the-date of the Certificates, any
additional or different designation or title by which the Certificates shall be known,whether the Certificate
shall be sold and delivered in one or more series and the date and sale and delivery of each such series,the
amount of Certificates to be sold and the authorized purposes set forth in Section 1 for which such
Certificates are issued, the price at which the Certificates will be sold, the years in which the Certificates
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 paymentand record dates,the price and terms upon and at which the Certificates
shall be subjectto 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 Certificates and obtaining municipal bond insurance for all or any portion of the Certificates and providing
for the terms and provisions thereof applicable to the Certificates (including the execution of any
commitment agreements, membership agreements in mutual insurance companies, and other similar
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agreements), all of which shall be specified in the Pricing Certificate executed by the Pricing Officer(the.
"Pricing Certificate");provided that:
(i) the aggregate principal amount of the Certificates shall not exceed$26,900,000;
(ii) the,true interest cost of the Certificates shall not exceed the maximum rate set forth in
Chapter 1204, Texas Government Code, as amended;
(iii) the final maturity of the Certificates shall not be later than September 1,2046; and
(iv) the delegation made hereby shall expire if not exercised by the Pricing Officer within
one year from the date of adoption hereof.
(b) In establishing the aggregate principal amount of the Certificates, 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 Certificates are authorized and to pay costs of issuing
the Certificates. The Certificates shall be sold with and subject to such terms as set forth in the Pricing
Certificate.
(c) The Pricing Officer shall determine whether the Certificates will be sold by private placement
or negotiated or competitive sale.
Section 3. CHARACTERISTICS OF THE CERTIFICATES.
(a) Appointment -of Paying Agent/Registrar. The selection and appointment of the paying
agent/registrar for the Certificates (the "Paying Agent/Registrar") shall be as provided in the Pricing
Certificate. 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 Certificates(the"Registration Books"), and the Issuer hereby appoints the
Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and
Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided 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 Certificate to which payments with respect to the Certificates shall be mailed,
as herein provided;but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in
writing of the address to which payments shall be mailed, and such interest payments shall not be mailed
unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during
regular business hours of the Paying Agent/Registrar,but otherwise the Paying Agent/Registrar shall keep
the Registration Books confidential and,unless otherwise required by law, shall not permit their inspection
by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration,transfer,conversion,exchange and delivery of a substitute Certificate
or Certificates. Registration of assignments,transfers, conversions and exchanges of Certificates shall be
made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this
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Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other
Certificate.
(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 Certificate, date and
manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and
Certificates surrendered for conversion and exchange. No additional ordinances,orders or resolutions need.
be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish
the foregoing conversion and exchange of any Certificate or portion thereof,and the Paying Agent/Registrar
shall provide for the printing,execution and delivery of the substitute Certificates in the manner prescribed
herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of conversion and
exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Certificates 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 Certificates,all as
provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made
by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and
exchanges of Certificates,and all replacements of Certificates,as provided in this Ordinance. However, in
the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a
new record date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer.
Notice of the 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 Certificate is registered in the Registration Books as the absolute owner of such
Certificate for the purpose of payment of principal and interest with respect to such Certificate, for the
purpose of registering transfers with respect to such Certificate,and for all other purposes whatsoever. The
Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order
of the registered owners, as shown in the. Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully
satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the
Certificates to the extent of the sum or sums so paid. No person other than a registered owner,as shown in
the Registration Books,shall receive a certificate evidencing the obligation of the Issuer to make payments
of principal and interest pursuant to this Ordinance.
(f) Paying Agent/Registrar. The Issuer covenants with the registered owners of the Certificates
that at all times while the Certificates are outstanding the Issuer will provide a competent and legally
qualified bank, trust company, financial institution or other agency to act as and perform the services of
Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will
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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) Sulistitute'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 Certificates,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 Certificates, 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 Certificates issued in exchange for the Certificates initially issued to the purchaser orpurchasers specified herein shall be initially issued in the form of a separate single
fully registered Certificate for each of the maturities thereof and the ownership of each such Certificate
shall be registered in the name of Cede&Co., as nominee of The Depository Trust Company,New York,
New York ("DTC"), and except as otherwise provided in this Section, all of the outstanding Certificates
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 Certificates. Notwithstanding anything to the contrary
contained herein, while the Certificates 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) Certificates Registered in the Name of Cede & Co. With respect to Certificates registered in
the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation to any securities brokers and: dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created("DTC Participant")to hold
securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to
any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting
the immediately preceding sentence,the Issuer and the Paying Agent/Registrar shall have no responsibility
or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co. or any DTC Participant.
with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any
other person, other than a registered owner of Certificates, as shown on the Registration Books, of any
notice with respect to the Certificates,or(iii)the payment to any DTC Participant or any other person,other
than a registered owner of Certificates, as shown in the Registration Books of any amount with respect to
principal of or interest on the Certificates. 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.
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(k) Successor Securities Depository;Transfers Outside Book-Entry Only System. In the event that
theIssuer 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
Certificates that they be able to obtain certificated Certificates, the Issuer shall (i) appoint a successor
securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of
1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities
depository and transfer one or more separate Certificates to such successor securities depository or (ii)
notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more
separate Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event,
the Certificates shall no longer be restricted to being registered in the Registration Books in the name of
Cede&Co., as nominee of DTC,but may be registered in the name of the successor securities depository,
or its nominee, or in whatever name or names registered owners transferring or exchanging Certificates
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 Certificate is registered in the name of Cede& Co., as nominee of DTC, all payments with
respect to principal of and interest on such Certificate and all notices with respect to such Certificate shall
be made and given,respectively,in the manner provided in the representation letter of the Issuer to DTC.
(m) General Characteristics of the Certificates. The Certificates (i) shall be issued in fully
registered form, without interest coupons, with the principal of and interest on such Certificates to be
payable only to the Registered Owners thereof, (ii) may and shall be redeemed prior to their scheduled
maturities,(iii)may be transferred and assigned,(iv)may be converted and exchanged for other Certificates,
(v)shall have the characteristics,(vi)shall be signed,sealed,executed and authenticated,(vii)the principal
of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Certificates,
all as provided, and in the manner and to the effect as required or indicated, in the FORM OF
CERTIFICATE set forth in this Ordinance. The Certificates 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 Certificate issued in conversion of and exchange for any Certificate or Certificates issued under
this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/Registrar's Authentication
Certificate, in the FORM OF CERTIFICATE set forth in this Ordinance.
(n) Cancellation of Initial Certificate: On the closing date, one initial Certificate representing the
entire principal amount of the Certificates,payable in stated installments to the purchaser designated in the
Pricing Certificate, 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 Certificate,the Paying Agent/Registrar shall cancel such initial Certificate and deliver to the
DTC on behalf of such purchaser one registered defmitive Certificate for each year of maturity of such
Certificates, in the aggregate principal amount of all of the Certificates 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 defmitive Certificates in safekeeping for DTC.
Section 4. FORM OF CERTIFICATES. The form of the Certificates,including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates
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initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance.
(a) Form of Certificate.
NO.R- PRINCIPAL
UNITED STATES OF AMERICA
STATE OF TEXAS AMOUNT
CITY OF WICHITA FALLS,TEXAS
COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION
SERIES 2026
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 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 Certificate is required to be
authenticated and the date of its authentication is later than the first Record Date(hereinafter defined),such
principal amount shall bear interest from the interest payment date next preceding the date of authentication,
unless such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following interest
payment date;provided,however,that if on the date of authentication hereof the interest on the Certificate
or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid,then this
Certificate shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the
United States of America,without exchange or collection charges. The principal of this Certificate shall
be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity, or
upon the date fixed for its redemption prior to Maturity, at the principal- corporate trust office of
which is the "Paying Agent/Registrar" for this Certificate. The payment of
interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on
each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely from,funds of the Issuer required by the ordinance authorizing the
issuance of this Certificate(the"Certificate Ordinance")to be on deposit with the Paying Agent/Registrar
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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 day of the month next preceding each such
date, [regardless of whether such day is a business day] (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 Certificate appearing on the Registration Books at the close of business on the
last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this
Certificate for payment or redemption at the principal corporate trust office of the Paying Agent/Registrar.
The Issuer covenants with the registered owner of this Certificate that on or before each principal payment
date and interest payment date for this Certificate it will make available to the Paying Agent/Registrar,from
the "Interest and Sinking Fund" created by the Certificate Ordinance,the amounts required to provide for
the payment, in immediately available funds, of all principal of and interest on the.Certificates,when due.
IF THE DATE for any payment of the principal of or interest on this Certificate shall be a Saturday,
Sunday,a legal holiday or a day on which banking institutions in the city where the principal corporate trust
office of the Paying 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 CERTIFICATE is one of a series of Certificates dated , ,
authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of
$ for the public purposes of(i)acquiring,constructing,renovating,installing and equipping
parks and recreational improvements; (ii) acquiring, constructing, renovating and equipping public safety
improvements; (iii) acquiring land and interests in land necessary for such projects; and(iv)paying legal,
fiscal, engineering and architectural fees in connection with these projects.
ON , or on any date thereafter, the Certificates 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 Certificates, or portions
thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a
Certificate may be redeemed only in an integral multiple of$5,000), at a redemption price equal to the
principal amount to be redeemed plus accrued interest to the date fixed for redemption.
THE CERTIFICATES scheduled to mature on in the years and (the
"Term Certificates")are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot,
or by any other customary method that results in a random selection,at a price equal to the principal amount
thereof,plus accrued interest to the redemption date,out of moneys available for such purpose in the interest
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and sinking fund for the Certificates, on the dates and in the respective principal amounts, set forth in the
following schedule:
Term Certificate
Maturity:
Principal
Mandatory Redemption Date Amount
$
(maturity)
The principal amount of Term Certificates of a stated maturity required to be redeemed on any mandatory
redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be
reduced, at the option of the Issuer, by the principal amount of any Term Certificates of the same maturity
which, at least 50 days prior to a mandatory redemption date(1) shall have been acquired by the Issuer at
a price not t exceeding the principal amount of such Term Certificates 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.Certificates plus accrued interest to the date of purchase, or (3) shall
have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a
mandatory redemption requirement.
IF AT THE TIME OF"MAILING of notice of optional redemption there shall not have either been
deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem-all-the Certificates called for redemption, such notice may state that it is conditional,
and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized
escrow agent at or prior to the redemption date. .If such redemption is not effectuated, the Paying
Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of .
redemption was given that such moneys were not so received and shall rescind the redemption.
AT LEAST THIRTY (30) DAYS prior to the date fixed for any redemption of Certificates or
portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, at least thirty(30)days prior to the date
fixed for any such redemption, to the registered owner of each Certificate to be redeemed at its address as
it appeared on the business day prior 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 Certificate.
By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for
the payment of the required redemption price for the Certificates or portions thereof that are to be so
redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all
as provided above, the Certificates or portions thereof that are to be so redeemed thereby automatically
shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the
date fixed for redemption, and they shall not be regarded as being outstanding except 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 Certificate shall be redeemed, a substitute Certificate or Certificates
having the same maturity date, bearing interest at the same rate, in any denomination or denominations in
any integral multiple of$5,000, at the written request of the registered owner, and in aggregate principal
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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 Certificate Ordinance.
WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE CERTIFICATES, 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 Certificates 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 Certificates and the Paying
Agent/Registrar shall give notice, in the manner in which the notice of redemption was given,to the effect
that the Certificates have not been redeemed.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,without
interest coupons, in the denomination of any integral multiple of$5,000. As provided in the Certificate
Ordinance,this Certificate may, at the request of the registered owner or the assignee or assignees hereof,
be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully
registered Certificates, without interest coupons, payable to the appropriate registered owner, assignee or
assignees, as the case may be, having the same denomination or denominations in any integral multiple of
$5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may
be,upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with
the form and procedures set forth in-the Certificate Ordinance. Among other requirements for such
assignment and transfer,this Certificate must be presented and surrendered to the Paying.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 Certificate or any portion or portions hereof in any
integral multiple of$5,000 to the assignee or assignees in whose name or names this Certificate or any such
portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this
Certificate may be executed by the registered owner to evidence the assignment hereof,but such method is
not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of.this Certificate or any portion or portions hereof from time to time by the
registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for
assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto
shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any
such transfer, conversion, or exchange(i)during the period commencing with the close of business on any
Record Date and ending with the opening of business on the next following principal or interest payment .
date, or-(ii)with respect to any Certificate or any portion thereof called for redemption prior to maturity,
within forty-five(45)days prior to its redemption date. -
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer,resigns,
or otherwise ceases to act as such,the Issuer has covenanted in the Certificate Ordinance that it promptly-
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be performed,
10
exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been
performed, existed and been done in accordance with law; that this Certificate is a general obligation of
said Issuer,issued on the full faith and credit thereof;and that annual ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Certificate, as such interest comes due and such
principal matures,have been levied and ordered to be levied against all taxable property in said Issuer, and
have been pledged for such payment, within the limit prescribed by law, and that this Certificate is
additionally secured by and payable from a limited pledge of the Surplus Revenues of the Issuer's
waterworks and sewer system remaining after payment of all operation and maintenance expenses thereof,
and all debt service, reserve and other requirements in connection with all of the Issuer's revenue
obligations(now or hereafter outstanding)that are payable from all or part of said revenues,all as provided
in the Certificate Ordinance..
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided
therein,and under some(but not all)circumstances amendments thereto must be approved by the registered
owners of a majority in aggregate principal amount of the outstanding Certificates.
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance,agrees to be bound by such terms
and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection
in the official minutes and records of the governing body of the Issuer, and agrees that the terms and
provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered
owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or
facsimile signature of the Mayor of the Issuer(or in his absence, 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 Certificate.
(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 Certificate is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or
replacement of,.or in exchange for,a certificate, certificates, or a portion of a certificate or certificates of a
series that originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated:
11
•
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 Certificate and all rights thereunder,and hereby irrevocably constitutes and appoints -
,attorney,to register the transfer of
the within Certificate on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature above must correspond
eligible guarantor institution participating in a with the name of the registered owner as it appears
securities transfer association recognized signature upon the front of this Certificate in every particular,
guarantee program. 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 Certificate and that this Certificate has been
registered this day by me.
Witness my signature and seal this
12
Acting Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) Initial Certificate Insertions.
(i) The initial Certificate shall be in the form set forth is paragraph(a)of this Section, except that:
A. immediately under the name of the Certificate, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and"CUSIP
No. "shall be deleted.
B. the first paragraph shall be deleted,and the following will be inserted:
"THE CITY OF WICHITA FALLS, TEXAS, in Wichita County, Texas (the "Issuer"), being a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered
Owner specified above,or registered assigns(hereinafter called the"Registered Owner"),on in each
of the years,in the principal installments and bearing interest at the per annum rates set forth in the following
schedule:
Years(_/J Principal Installments($) 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 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 Certificate is required to be
authenticated and the date of its authentication is later than the first Record Date(hereinafter defined),such
Principal Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is -after any Record Date but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such next
following interest payment date;provided,however,that if on the date of authentication hereof the interest
on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not
been paid,then this Certificate shall bear interest from the date to which such interest has been paid in full."
C. -The Initial Certificate shall be numbered"T-1."
Section 5. INTEREST AND SINKING.FUND; SURPLUS REVENUES.
(a) A special"Interest and Sinking Fund"is hereby created and shall be established and maintained
by the Issuer 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 Certificates: All amounts received from the sale of the Certificates as accrued interest
13 -
shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes levied and
collected for and on account of said Certificates shall be deposited,as collected,to the credit of said Interest
and Sinking Fund. During each year while any of said Certificates are outstanding and unpaid, the
governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be
sufficient to raise and produce the money required to pay the interest on said Certificates as such interest
comes due,and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as
such principal matures(but never less than 2%of the original amount of said Certificates as a sinking fund
each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances
being made for tax delinquencies and the cost of tax.collection. Said rate and amount of ad valorem tax is
hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year.
while any of said Certificates are outstanding and unpaid,and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes
sufficient to provide for the payment of the interest on and principal of said Certificates, as such interest
comes due and such principal matures,are hereby pledged for such payment,within the limit prescribed by
law.
(b) The Certificates are additionally secured by a limited pledge,not to exceed$1,000 of revenues
of the Issuer's waterworks and sewer system that remain after the payment of all maintenance and operation
expenses thereof,and all debt service,reserve and other requirements in connection with all of the Issuer's
revenue obligations (now or hereafter outstanding)that are secured by a lien on,all or any part of the net
revenues of the Issuer's waterworks and sewer system, constituting"Surplus Revenues." The Issuer shall
deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to this section,
to the extent necessary to pay the principal of and interest on the Certificates. Notwithstanding the
requirements of this section, if Surplus Revenues or other lawfully available moneys of the Issuer are
actually on deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are
scheduled to be levied for any year,then the amount of taxes that otherwise would have been required to
be levied pursuant to this Section may be reduced to the extent and by the amount of the Surplus Revenues
or other lawfully available funds then on deposit in the Interest and Sinking Fund.
(c) Chapter 1208,Texas Government Code,applies to the issuance of the Certificates of Obligation
and the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section,and is therefore
valid, effective, and perfected. Should Texas law be amended at any time while the Certificates of
Obligation are outstanding and unpaid,the result of such amendment being that the pledge of the taxes and
Surplus Revenues granted by the Issuer under this Section is to be subject to the filing requirements of
Chapter 9, Texas Business & Commerce Code, in order to preserve to the registered owners of the
Certificates of Obligation a security interest in said pledge,the Issuer agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions of
Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to
occur. -
Section 6. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer
outstanding(a"Defeased Certificate")within the meaning of this Ordinance,except to the extent provided
in subsection(d)of this Section,when payment of the principal of such Certificate,plus interest thereon to
the due date(whether such due date be by reason of maturity or otherwise)either(i)shall have been made
or caused to be made in accordance with the terms thereof,or(ii)shall have been provided for on or before
such due date by 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
14
payment (1)lawful money of the United States of America sufficient to make such payment or
(2)Defeasance Securities that mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until all Defeased Certificates shall have become due and payable. At such time as a Certificate
shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest
thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes
herein levied and pledged or the limited pledge of Surplus Revenues as provided in this Ordinance, and
such principal and interest shall be payable solely from such money or Defeasance Securities,and thereafter
the Issuer will have no further responsibility with respect to amounts available to such paying agent (or
other financial institution permitted by applicable law) for the payment of such Defeased Certificates,
including any insufficiency therein caused by the failure of such paying agent(or other financial institution
permitted by applicable law)to receive payment when due on the Defeasance Securities.. Notwithstanding
any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to
redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in
subsections (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
Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased
Certificates immediately following the making of the payment arrangements; and(3) directs that notice of
the reservation be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the
Issuer be invested in Defeasance.Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required
for the payment of the Certificates and interest thereon, with respect to which such money has been so
deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future
Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
Defeased Certificates may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in subsections (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
Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or
deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (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 Certificates shall have become due and payable,the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had
not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as
required by this Ordinance.
15
(e) In the event that the Issuer elects to defease less than all of the principal amount of Certificates
of a maturity,the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates
by such random method as it deems fair and appropriate.
Section 7. DAMAGED,MUTILATED,LOST, STOLEN, OR DESTROYED CERTIFICATES.
(a) Replacement Certificates. In the event any outstanding Certificate is damaged,mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, anew
certificate of the same principal amount,maturity and interest rate, as the damaged, mutilated, lost, stolen
or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged,mutilated,
lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the Paying
Agent/Registrar. In every case"of loss,theft or destruction of a Certificate,the registered owner applying
for replacement certificate 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 Certificate,the registered owner shall furnish
to the.Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss,theft or destruction
of such Certificate,as the case may be. In every case of damage or mutilation of a Certificate,the registered
owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event
any such Certificate shall have matured,and no default has occurred that is then continuing in the payment
of the principal of,redemption premium, if any, or interest on the Certificate,the Issuer may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate)
instead of issuing a replacement Certificate,provided security or indemnity is furnished as above provided
in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement
certificate,the Paying Agent/Registrar shall charge the registered owner of such Certificate with all legal,
printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the
provisions of this Section by virtue of the fact that any Certificate is lost,stolen or destroyed shall constitute
a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Certificate shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally
and proportionately with any and all other Certificates duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Section 1206.022, Texas
Government Code,this Section 7 of this Ordinance shall constitute authority for the issuance of any such
replacement certificate without necessity of further action by the governing body of the Issuer or any other
body or person,and the duty of the replacement of such certificates is hereby authorized and imposed upon
the Paying Agent/Registrar,and the Paying Agent/Registrar shall authenticate and deliver such Certificates
in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificate s
issued in conversion and exchange for other Certificates.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED;ENGAGEMENT OF BOND COUNSEL.
16 -
(a) The Mayor of the Issuer is hereby authorized to have control of the Certificates initially issued
and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending
their delivery and their investigation, examination, and approval by the Attorney General of the State of
Texas,and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration
of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller)shall sign manually,by facsimile, electronically or otherwise the Comptroller's Registration
Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in
facsimile, on such Certificate. The approving legal opinion of the Issuer's Bond Counsel and the assigned.
CUSIP numbers may, at the option of the Issuer, be printed on the Certificates issued and delivered under
this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and
information of the registered owners of the Certificates. In addition, if bond insurance is obtained, the
Certificates may bear an appropriate legend as provided by the insurer.
(b) 'The obligation of the initial purchaser to accept delivery of the Certificates is subject to the
initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst&Horton L.L.P.,bond counsel to the Issuer,which opinion shall be dated as of and delivered on the date of initial delivery
of the Certificates to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in
connection with issuance, sale and delivery of the Certificates is hereby approved and confirmed.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES.
(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 Certificates 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
Certificates (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 fmanced therewith 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 Certificates, 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 Certificates 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 Certificates(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 Certificates being
treated as"private activity bonds"within the meaning of section 141(b) of the Code;
17
(5). to refrain from taking any action that would result in the Certificates 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 Certificates, 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 Certificates, other than investment property acquired with-
(A) proceeds of the Certificates invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 30 days or less until such
proceeds are needed for the purpose for which the Certificates 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 Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as
proceeds of the Certificates, as may be necessary, so.that the Certificates do not otherwise
contravene the requirements of section 148 of the Code(relating to arbitrage);
(8) to refrain from using proceeds of the Certificates or the proceeds of any prior bonds to
pay debt services on another issue more than ninety(90)days after the issuance of the Certificates
in contravention of section 149(d)of the Code(relating to advance refundings);
(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 Certificates)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 Certificates 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)use the proceeds of the Certificates solely for new money purposes. ,
(b) Rebate Fund. In order to facilitate compliance with the above covenant(a)(8),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 certificateholders. 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 refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds
expended prior to the date of issuance of the Certificates. 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
Certificates,the Issuer will not be required to comply with any covenant contained herein to the extent that
• 18
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 Certificates under section 103 of the Code. In
the event that regulations or rulings are hereafter promulgated that impose additional requirements
applicable to the Certificates, 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 Certificates under section 103 of the Code. In furtherance of such
intention,the Issuer hereby authorizes and directs the Mayor and each Pricing Officer, or any one of them,
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
Certificates.
(d) Allocation of,and Limitation on,Expenditures for the Project. The Issuer covenants to account
for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition
of the Project on its books and records by allocating proceeds to expenditures within eighteen(18)months
of the later of the date that (1) the expenditure is made, or (2) the Project is completed. The'foregoing
notwithstanding,the Issuer shall not expend proceeds of the sale of the"Certificates or investment earnings
thereon more than sixty (60) days after the earlier of (1) the fifth anniversary of the delivery of the
Certificates, or (2)the date the Certificates 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 Certificates 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 Project. The Issuer covenants that the property constituting the Project 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 Certificates. 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 Certificates. 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 CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES.
(a) Each series of Certificates 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 Certificates shall be designated. The Certificates shall -
initially be registered in the name of the purchaser thereof as set forth in the Pricing Certificate.
(b) The Mayor and City Clerk and any 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 Certificates 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
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form and substance of the Preliminary Official Statement for the Certificates 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 deemed).
(c) The Pricing Officer is authorized, in connection with effecting the sale of each series of the
Certificates, 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 Certificates.
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 Tern,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 Certificates,the sale of the Certificates and the Official Statement. Incase any officer whose signature
shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained
in office until such delivery.
Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Certificates shall be used along with other certificate
proceeds for the Project; provided that after completion of such purpose, if any of such interest earnings
remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further
provided, however,that any interest earnings on certificate proceeds that are required to be rebated to the
United States of America pursuant to Section 9 hereof in order to prevent the Certificates from being
arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section.
Section 12. CONSTRUCTION FUND. -
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a
separate fund to be entitled the"Series 2026 Combination Tax and Limited Surplus Revenue Certificate of
Obligation Construction Fund" for use by the Issuer for payment ofall lawful costs associated with the
acquisition and construction of the Project 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 Certificates(including investment earnings thereon)and
amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds
Investment Act, Chapter 2256, Texas Government Code, as amended; provided;however, that the Issuer
hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the
purposes for which the Certificates are issued. -
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(c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section,the following terms have the meanings ascribed to such
terms below:
"MSRB"means the Municipal Securities Rulemaking Board or any successor to its functions under
the Rule.
"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 2026, 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 2026. 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 the appropriate
appendix 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 (including an
official statement or other offering document,if it is available from the MSRB)that theretofore has
been provided to the MSRB or filed with the SEC.
(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 Certificates:
1. Principal and interest payment delinquencies;
2.. Non-payment related defaults,;if material;
3. Unscheduled.'draws on debt service reserves reflecting financial difficulties;
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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 Certificates,or other
material events affecting the tax status of the Certificates;
7. Modifications to rights of holders of the Certificates, if material;
8. Certificate calls,if material, and tender offers;
9. Defeasances;
10. Release,substitution,or sale of property securing repayment of the Certificates,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;
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 orgovernmental 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
Certificates within the meaning of the Rule, except that the Issuer in any event will give the notice
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required by Subsection(c)hereof of any Certificate calls and defeasance that cause the Issuer to no
longer be such an"obligated person".
(ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial
owners of the Certificates,and nothing in this Section,express or implied,shall give any benefit or
any legal or equitable right,remedy,or claim hereunder to any other person. The Issuer undertakes
to provide only the financial information,operating data,financial statements,and notices which it
has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide
any other information that may be relevant 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 Certificates at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER
PERSON,IN CONTRACT OR TORT,FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT
ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT
AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ,ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligationsunder this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit -
the duties of the Issuer under federal and state securities laws.
(v) 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 Certificates 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 Certificates in the primary offering of the Certificates
in compliance with the Rule, taking into account any amendments or interpretations of the Rule
since such offering as well as such changed circumstances and(2)either(a)the registered owners `
of a majority in aggregate principal amount(or any greater amount required by any other provision
of this Ordinance that authorizes such an amendment) of the outstanding Certificates consent to
such amendment or (b) a 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 Certificates. If the Issuer so amends the
provisions of this Section,it shall include with any amended financial information or operating data
next provided in accordance with subsection(a) 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. 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_courtt of final jurisdiction enters judgment that such provisions of the Rule are invalid,but only
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if and to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Certificates in the primary offering of the Certificates.
Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terms and conditions,to-wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity,
defect or omission in this Ordinance that does not materially adversely affect the interests of the holders,
(ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not
be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the
interests of the holders, (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 Certificates aggregating in principal
amount 51% of the aggregate principal amount of then outstanding Certificates that are the subject of a
proposed amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the
holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall
permit or be construed to permit amendment of the terms and conditions of.this Ordinance or in any of the
Certificates so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any
outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium on outstanding
Certificates or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of the Certificates necessary for
consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section,the Issuer shall
send by U.S. mail or other appropriate means to each registered owner of the affected Certificates 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
Certificates.
(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 Certificates then outstanding that are required for the amendment, which instrument or
instruments shall refer to the proposed amendment and that shall specifically consent to and approve such
amendment,the Issuer may adopt the amendment in substantially the same form.
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(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section,this
Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance,
and the respective rights, duties, and obligations of the Issuer and all holders of such affected Certificates
shall thereafter be determined,exercised, and enforced, subject in all respects to such amendment.
(f) Any consent given by the holder of a Certificate 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 Certificate 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 Certificates then outstanding, have, prior to the
attempted revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Certificates,the Issuer shall rely solely upon the
registration of the ownership of such Certificates on the registration books kept by the Paying
Agent/Registrar.
Section 15. DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Certificates when the
same becomes due and payable; or
(ii) default in the performance or observance of any other covenant,agreement or obligation of the
Issuer,the failure to perform which materially,adversely affects the rights of the registered owners
of the Certificates, including,but not limited to,their prospect or ability to be repaid in accordance
with this Ordinance,and the continuation thereof for a period of 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 Certificates then outstanding.
(c) Remedies Not Exclusive.
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(i) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or under the Certificates or now or hereafter existing at law
or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the
right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under
this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any
other available remedy.
(iii) By accepting the delivery of a Certificate 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 16. APPROPRIATION. To pay the debt service coming due on the Certificates,if any(as
determined by the Pricing Officer) 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. EFFECTIVE DATE. In accordance with the provisions of V.T.C.A., Government
Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City
Council.
Section 18. 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,this
ATTEST: Mayor, City of Wichita Falls,Texas
City Clerk,City of Wichita Falls, Texas
[CITY SEAL]
APPROVED AS TO FORM:
City Attorney, City of Wichita Falls, Texas
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS,
TEXAS,this the 19th day of May, 2026
ATTEST: Mayor, City of Wichita Falls, Texas
\PGei
City Clerk, ,V ty of ichita Falls, Texas!/
[CITY SEAL]
APPROVED AS TO FORM:
Ci orney C. of is ails, Texas