Ord 008-97 1/21/1997ORDINANCE NO. 8-97
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF WICHITA FALLS, TEXAS TAX NOTES, SERIES 1997, IN
THE AGGREGATE PRINCIPAL AMOUNT OF $2,000,000 FOR
PAYMENT OF CONTRACTUAL OBLIGATIONS FOR LIBRARY
IMPROVEMENTS; PRESCRIBING THE FORM OF NOTES;
LEVYING AD VALOREM TAXES; MAKING CERTAIN OTHER
COVENANTS OF THE CITY REGARDING THE NOTES AND
THE FUNDS FROM WHICH SAID NOTES ARE TO BE PAID,
DECLARING AN EMERGENCY; AND DECLARING AN
EFFECTIVE DATE.
/ky: WICMA FALM2715.01TORDTAN.97 - 1/16197
ORDINANCE NO. 8-97
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF WICHITA FALLS, TEXAS TAX NOTES, SERIES 1997, IN
THE AGGREGATE PRINCIPAL AMOUNT OF $2,000,000 FOR
PAYMENT OF CONTRACTUAL OBLIGATIONS FOR LIBRARY
IMPROVEMENTS; PRESCRIBING THE FORM OF NOTES;
LEVYING AD VALOREM TAXES; MAKING CERTAIN OTHER
COVENANTS OF THE CITY REGARDING THE NOTES AND
THE FUNDS FROM WHICH SAID NOTES ARE TO BE PAID;
DECLARING AN EMERGENCY; AND DECLARING AN
EFFECTIVE DATE.
TABLE OF CONTENTS
Page
PREAMBLE............... ............................... 1
Section 1. AMOUNT AND PURPOSE OF THE NOTES ................. 1
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS,
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AND MATURITIES OF NOTES ........................
1
Section 3.
INTEREST ............ ...............................
2
Section 4.
CHARACTERISTICS OF THE NOTES ......................
2
(a) Registration, Transfer, Convention and Exchange;
Authentication .... ...............................
2
(b) Payment of Notes and Interest ......................
3
(c) In General ....... ...............................
3
(d) Substitute Paying Agent/Registrar ....................
4
(e) Book - Entry-Only System ..........................
4
(f) Successor Securities Depository; Transfer Outside
Book - Entry-Only System ..........................
5
(g) Payment to Cede & Co . ...........................
5
Section 5.
FORM OF NOTE ........ ...............................
5
Section 6.
DEFINITIONS .......... ...............................
12
Section 7.
INTEREST AND SINKING FUND .........................
12
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Page
Section 8.
TAX LEVY ............ ...............................
12
Section 9.
DEFEASANCE OF NOTES ...............................
13
Section 10.
DAMAGED, MUTILATED, LOST, STOLEN,
OR DESTROYED NOTES .............................
14
(a) Replacement Notes ...............................
14
(b) Application for Replacement Notes ...................
14
(c) No Default Occurred ..............................
.14
(d) Charge for Issuing Replacement Notes ................
14
(e) Authority for Issuing Replacement Notes ..............
14
Section 11.
COVENANTS REGARDING TAX - EXEMPTION .............
15
Section 12.
CONTINUING DISCLOSURE UNDERTAKING ..............
16
(a) Annual Reports ... ...............................
16
(b) Material Event Notices ............................
17
(c) Limitations, Disclaimers, and Amendments .............
17
Section 13.
REMEDIES IN EVENT OF DEFAULT ......................
19
Section 14.
CONTRACTUAL UNDERTAKING WITH
REGISTERED OWNER ...............................
19
Section 15.
SALE OF NOTES ....... ...............................
19
Section 16.
OFFICIAL STATEMENT . ...............................
19
Section 17.
CUSTODY, APPROVAL, AND REGISTRATION OF NOTES;
BOND COUNSEL'S OPINION, CUSIP NUMBERS, AND
CONTINGENT INSURANCE PROVISION, IF OBTAINED
19
Section 18.
PAYING AGENT/REGISTRAR AGREEMENT ...............
20
Section 19.
FURTHER PROCEDURES ...............................
20
Section 20.
SEVERABILITY ........ ...............................
20
Section 21.
NO PERSONAL LIABILITY ..............................
20
Section 22.
OPEN MEETING ........ ...............................
20
Section 23.
EMERGENCY .......... ...............................
21
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Page
Section 24. IIvl vIEDIATE EFFECT .. ............................... 21
Exhibit A - Annual Reports
hy: WICHrrA FAL S\2715.017\ORD- TAN.97 - 1/1697 Hi
ORDINANCE NO. 8-97
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF WICHITA FALLS, TEXAS TAX NOTES, SERIES 1997, IN
THE AGGREGATE PRINCIPAL AMOUNT OF $2,000,000 FOR
PAYMENT OF CONTRACTUAL OBLIGATIONS FOR LIBRARY
IMPROVEMENTS; PRESCRIBING THE FORM OF NOTES;
LEVYING AD VALOREM TAXES; MAKING CERTAIN OTHER
COVENANTS OF THE CITY REGARDING THE NOTES AND
THE FUNDS FROM WHICH SAID NOTES ARE TO BE PAID;
DECLARING AN EMERGENCY; AND DECLARING AN
EFFECTIVE DATE.
WHEREAS, pursuant to Chapter 137, Acts of the 73rd Legislature, Regular Session, 1993
(Article 717w, V.A.T.C.S.), hereinafter called the "Act ", the City Council is authorized and
empowered to issue anticipation notes to pay contractual obligations incurred or to be incurred (i) for
the construction of any public work and (ii) for the purchase of materials, supplies, equipment,
machinery, buildings, lands and rights -of -way for the City's authorized needs and purposes;
WHEREAS, in accordance with the provisions of the Act, the City Council hereby finds and
determines that anticipation notes should be issued and sold at this time to finance the acquisition and
construction of improvements for the City Library; and
WHEREAS, the governing body of the Issuer deems it appropriate to adopt this Ordinance
and issue the City of Wichita Falls, Texas Tax Notes, Series 1997 (the "Notes ") herein authorized as
permitted by the Act;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
WICHITA FALLS, TEXAS:
Section 1. AMOUNT AND PURPOSE OF THE NOTES. The Notes of the City of Wichita
Falls, Texas (the "Issuer ") are hereby authorized to be issued and delivered in the aggregate principal
amount of $2,000,000 for the payment of contractual obligations incurred and to be incurred for the
acquisition, construction, and equipment of improvements for the City Library.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF NOTES. Each Note issued pursuant to this Ordinance shall be designated:
"CITY OF WICHITA FALLS, TEXAS TAX NOTE, SERIES 1997 ", shall be dated February 1, ,
1997. Initially there shall be issued, sold, and delivered hereunder fully registered Notes, without
interest coupons, numbered consecutively from R -1 upward, payable to the initial registered owner
thereof, to-wit: Southwest Securities, Inc., or to the registered assignee or assignees of said notes
or any portion or portions thereof (in each case, the "Registered Owner "), and said notes shall mature
hy: WICHITA FAILS\2715.017\ORDTAN.97 - 1/1697
and be payable on each of the dates and in the principal amounts, respectively, as set forth in the
following schedule:
Maturity dates
Interest rates
Principal
February 1, 1998
7.00%
$200,000
February 1, 1999
7.00%
$265,000
February 1, 2000
6.75%
$280,000
February 1, 2001
4.45%
$290,000
February 1, 2002
4.55%
$305,000
February 1, 2003
4.65%
$320,000
February 1, 2004
4.75%
$340,000
The term "Notes" as used in this Ordinance shall mean and include collectively the notes initially
issued and delivered pursuant to this Ordinance and all substitute notes exchanged therefor, as well
as all other substitute notes and replacement notes issued pursuant hereto, and the term "Note" shall
mean any of the Notes.
Section 3. INTEREST. The Notes scheduled to mature on the dates, respectively, set forth
above shall bear interest from the dated date of the Notes specified in the FORM OF NOTE set forth
in this Ordinance to their respective dates of maturity, or redemption prior to maturity, at the interest
rates stated above. Said interest shall be payable in the manner provided and on the dates stated in
the FORM OF NOTE set forth in this Ordinance.
Section 4. CHARACTERISTICS OF THE NOTES. (a) Registration. Transfer- Conversion
and Exchange. Authentication. The Issuer shall keep or cause to be kept at the corporate trust office
of Texas Commerce Bank National Association, in Dallas, Texas (the "Paying Agent/Registrar ")
books or records for the registration of the transfer, conversion and exchange of the Notes (the
"Registration Books "), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and
transfer agent to keep such books or records and make such registrations of transfers, conversions,
and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and
exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration
Books the address of the registered owner of each Note to which payments with respect to the Notes
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 Note or Notes. Registration of
assignments, transfers, conversions and exchanges of Notes shall be made in the manner provided and
/ky: WICHRA FA1LS\2715.017\ORD- TAN.97 - 1/1697
with the effect stated in the FORM OF NOTE set forth in this Ordinance. Each substitute Note shall
bear a letter and/or number to distinguish it from each other Note.
Except as provided in Section 4(c) of this Ordinance, an authorized representative of the
Paying Agent/Registrar shall, before the delivery of any such Note, date and manually sign said Note,
and no such Note shall be deemed to be issued or outstanding unless such Note is so executed. The
Paying Agent/Registrar promptly shall cancel all paid Notes and Notes 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 Note or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Notes in the manner prescribed
herein, and said Notes shall be printed or typed on paper of customary weight and strength. Pursuant
to Vernon's Ann. Tex. Civ. St. Art. 717k -6, and particuWiy Section 6 thereof, the duty of conversion
and exchange of Notes as aforesaid is hereby imposed upon the Paying Agent/Registrar, and upon .
the execution of said Note, the converted and exchanged Note shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Notes which initially were issued and
delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the
Comptroller of Public Accounts.
(b) Payment of Notes 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 Notes, 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 Notes, and of all conversions
and exchanges of Notes, and all replacements of Notes, 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 shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first -class postage prepaid, to the address of each registered owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of mailing
of such notice.
(c) In General. The Notes (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Notes to be payable only to the registered owners
thereof; (ii) may be converted and exchanged for other Notes, (iii) may be transferred and assigned
(iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the
principal of and interest on the Notes shall be payable, and (vii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Notes,
all as provided, and in the manner and to the effect as required or indicated, in the FORM OF NOTE
set forth in this Ordinance. The Notes initially issued and delivered pursuant to this Ordinance are
not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each
substitute Note issued in conversion of and exchange for any Note or Notes issued under this
/hy: WI=A FALIM2715.017\0RQTAN.97 - 111697
Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF NOTE.
(d) Substitute Palm¢ Aaent/Registrar. The Issuer covenants with the registered owners of
the Notes that at all times while the Notes 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 Notes under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar,
to be effective not later than 60 days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by
merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company,
financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon
any change in the Paying 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 Notes, 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 Notes,
by United States mail, first -class postage prepaid, which notice also shall give the address of the new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Book- Entry -Only System. The Notes issued in exchange for the Notes initially issued to
the purchaser specified herein shall be initially issued in the form of a separate single fully registered
Note for each of the maturities thereof. Upon initial issuance, the ownership of each such Note shall
be registered in the name of Cede & Co., as nominee of Depository Trust Company of New York
( "DTC "), and except as provided in subsection (f) hereof, all of the outstanding Notes shall be
registered in the name of Cede & Co., as nominee of DTC.
With respect to Notes 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 DTC Participant or
to any person on behalf of whom such a DTC Participant holds an interest on the Notes. 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 Notes, (ii) the delivery to any DTC
Participant or any other person, other than a Noteholder, as shown on the Registration Books, of any
notice with respect to the Notes, or (iii) the payment to any DTC Participant or any other person,
other than a Noteholder, as shown in the Registration Books of any amount with respect to principal
of, premium, if any, or interest on, or Compounded Amount of, as the case may be, the Notes.
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 Note is
registered in the Registration Books as the absolute owner of such Note for the purpose of payment
/ky WICHTA FAI T \2715.017\ORDTAN.97 - 1/1697
of principal, premium, if any, and interest or Compounded Amount, as the case may be, with respect
to such Note, for the purpose of giving notices and other matters with respect to such Note, for the
purpose of registering transfers with respect to such Note, and for all other purposes whatsoever.
The paying AgenURegistrar shall pay all principal of, premium, if any, and interest on the Notes only
to or upon the order of the respective 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, premium, if any, and interest on, or Compounded Amount of, as the case may be, the
Notes to the extent of the sum or sums so paid. No person other than an owner, as shown in the
Registration Books, shall receive a Note certificate evidencing the obligation of the Issuer to make
payments of principal, premium, if any, and interest, or Compounded Amount, as the case may be,
pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice
to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in this Ordinance with respect to interest checks being mailed to the
registered owner at the close of business on the Record Date, the word "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository Transfers Outside Book - Entry- OnlySystem. In the
event that the Issuer determines to discontinue the Book - Entry-Only System of DTC or its successor
or DTC determines to discontinue providing such services, the Issuer shall either (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 Notes to such successor securities
depository or (ii) notify DTC and DTC Participants of the availability through DTC of Notes and
transfer one or more separate Notes to DTC Participants having Notes credited to their DTC
accounts. In such event, the Notes 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 Noteholders
transferring or exchanging Notes shall designate, in accordance with the provisions of this Ordinance.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on, or Compounded Amount of,
as the case may be, such Note and all notices with respect to such Note shall be made and given,
respectively, in the manner provided in the representation letter of the Issuer to DTC.
Section 5. FORM OF NOTE. The form of the Note, 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 Notes
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.
hy: WICHrrA FAr1S\2715.01 TORDJAN.97. 1 11697
NO. R-
FORM OF NOTE
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF WICHITA
CITY OF WICHITA FALLS, TEXAS
TAX NOTE, SERIES 1997
PRINCIPAL
AMOUNT
Interest Rate - Date of Issue Maturity Date Cusip No.
February 1, 1997 February 1, _
ON THE MATURITY DATE specified above, the CITY OF WICHITA FALLS, TEXAS
(the "Issuer "), in Wichita County, being a political subdivision of the State of Texas, hereby promises
to pay to
(hereinafter called the "registered owner ") the principal amount of
S
and to pay interest thereon from the date of this Note as specified above to the date of its scheduled
maturity, at the interest rate specified above with said interest being payable on February 1, 1998 and
semiannually on each August 1 and February I thereafter while this Note is outstanding; except that
if this Note 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 Note or Notes, if any, for which this Note is being
exchanged or converted from is due but has not been paid, then this Note shall bear interest from the
date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Note are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Note shall
be paid to the registered owner hereof upon presentation and surrender of this Note at maturity, at
the corporate trust office of Texas Commerce Bank National Association, in Dallas, Texas, which
is the 'Paying Agent/Registrar" for this Note. The payment of interest on this Note shall be made by
the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check,
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 Note (the "Note
/►y: WICHMA FALIM2715.017%0RD- TAN.97 - 1/16197
Ordinance ") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, first -class
postage prepaid, on each such interest payment date, to the registered owner hereof, at its address
as it appeared on the fifteenth day of the month preceding each such date (the "Record Date ") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest
may be paid by any other method acceptable to the Paying Agent/Registrar, requested by, and at the
risk and expense of the registered owner. In the event of a non - payment of interest on a scheduled
payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special
Record Date ") will be established by the Paying Agent/Registrar, if and when funds 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 15 days after the Special Record
Date) shall be sent at least five business days prior to the Special Record Date by United States mail,
first -class postage prepaid, to the address of each owner of a Note 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 as provided herein shall be paid to the
registered owner upon presentation and surrender of this Note for redemption and payment at the
corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner
of this Note that on or before each principal payment date, interest payment date and accrued interest
payment date for this Note it will make available to the Paying Agent/Registrar, from the "Interest
and Sinking Fund" created by the Note Ordinance, the amounts required to provide for the payment,
in immediately available funds, of all principal of and interest on the Notes, when due.
IF THE DATE for the payment of the principal of or interest on this Note shall be a Saturday,
a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust
office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or
the United States Postal Service is not open for business, then the date for such payment shall be the
next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking
institutions are authorized to close, or the United States Postal Service is not open for business; and
payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS NOTE is one of a Series of Notes dated February 1, 1997, authorized in accordance
with the Constitution and laws of the State of Texas, in the principal amount of $2,000,000 for the
payment of contractual obligations incurred or to be incurred for the acquisition, construction, and
equipment of improvements for the City library.
ALL NOTES OF THIS SERIES are issuable solely as fully registered notes, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Note Ordinance,
this Note, 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
notes, without interest coupons, payable to the appropriate registered owner, assignee or assignees,
as the case may be, having the same denomination as requested in writing by the appropriate
hy: WICMA FAr1S\2715.017\ORD- TAN.97 - 111697
registered owner, assignee or assignees, as the case may be, upon surrender of this Note to the Paying
Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Note
Ordinance. Among other requirements for such assignment and transfer, this Note 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 Note to the assignee or assignees in whose name or names this Note or any such
portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed
on this Note 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 Note 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 Note 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 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.
IN THE EVENT any Paying Agent/Registrar for this Note is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Note Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and promptly will cause written
notice thereof to be mailed to the registered owner of this Note.
IT IS HEREBY certified, recited, and covenanted that this Note has been duly and validly
authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Note
have been performed, existed, and been done in accordance with law; that this Note is a general
obligation of the Issuer, issued on the full faith and credit thereof, and that ad valorem taxes sufficient
to provide for the payment of the interest on and principal of this Note, as such interest and principal
come due, have been levied and ordered to be levied against all taxable property in the Issuer, and
have been pledged for such payment, within the limit prescribed by law.
BY BECONHNG the registered owner of this Note, the registered owner thereby
acknowledges all of the terms and provisions of the Note Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Note 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 Note and the Note Ordinance constitute a contract between the
registered owner hereof and the Issuer.
Ay: WICIETA FA1LS\2715.017\ORD- TAN.97 - 1/1697
IN WITNESS WHEREOF, the Issuer has caused this Note to be signed with the manual or
facsimile signature of the Mayor of the Issuer, countersigned with the manual or facsimile signature
of the City Clerk of the Issuer, and has caused the official seal of the Issuer to be duly impressed or
placed in facsimile on this Note.
City Clerk
(CITY SEAL)
Ary: WICHITA FAL S\2715.01710RD- TAN.97 - 1/1697
Mayor
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE
REGISTER NO.:
I hereby certify that this Note has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Note has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this day of
Comptroller of Public Accounts of the State of Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Note 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 Note has been issued under the provisions of the Note Ordinance
described on the face of this Note; and that this Note has been issued in conversion of and exchange
for or replacement of a Note, notes, or a portion of a Note or notes of an issue which 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:
/ky: WICMTA FALM2715.0MORD- TAN.97 -1/1697 10
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION,
Dallas, Texas
By :,
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Note, or duly
authorized representative or attorney thereof, hereby assigns this Note to
(Assignee's Social Security or
Taxpayer Identification Number)
hereby irrevocably constitutes and appoints
(print or typewrite Assignee's name and
address, including zip code)
attorney to transfer the registration of this Note on the Paying Agent/Registrar's Registration Books
with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: This signature must be
guaranteed by a member of the
New York Stock Exchange or a
commercial bank or trust company.
/1ky: WICHRA FAUSQ71 S.0M0PJ3- TAN.97 - 1/1697 11
Registered Owner
NOTICE: This signature must
correspond with the name of the
Registered Owner appearing on the
face of this Note.
Section 6. DEFINITIONS. The terms defined in this Section for all purposes of this
Ordinance, except where the context by clear implication shall otherwise require, shall have the
respective meanings as follows, to -wit:
"Note" and "Notes" mean City of Wichita Falls, Texas Tax Notes, Series 1997
authorized to be issued and delivered by this Ordinance.
"DTC" means The Depository Trust Company of New York, New York, New York,
or any successor securities depository.
"DTC Participant" means securities brokers and dealers, banks, trust companies s,
clearing corporations and certain other organizations on whose behalf DTC was created to
hold securities to facilitate the clearance and settlement of securities transactions among DTC
Participants.
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the
Rule from time to time.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
Section 7. DZIEREST AND SINKING FUND. The City of Wichita Falls, Texas Tax Notes,
Series 1997 Interest and Sinking Fund, hereinafter called the "Interest and Sinking Fund" is hereby
authorized and shall be established and maintained in a depository bank of the Issuer, so long as the
Notes, or interest thereon, are outstanding and unpaid.
Section 8. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking
Fund ") is hereby created solely for the benefit of the Notes, and the Interest and Sinking fund shall
be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest
and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and
shall be used only for paying the interest on and principal of the Notes. All ad valorem taxes levied.
and collected for and on account of said Notes shall be deposited, as collected, to the credit of the
Interest and Sinking Fund. During each year while any of said Notes are outstanding and unpaid, the
governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax which
will be sufficient to raise and produce the money required to pay the interest on said Notes as such
interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of such
hy: WICHMA FA=715.017\OR6iAN.97 - 1/1697 12
Notes as such principal matures (but never less than 2% of the original principal of such Notes as a
Sinking Fund each year); and said tax shall be based on the latest approved tax rolls of said Issuer,
with full allowance 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 Notes 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 Notes, as such interest comes due and such principal matures, are hereby pledged
for such payment, within the limit prescribed by law. In addition, until expended for the herein
authorized purposes, the proceeds of the Notes are pledged to the payment of the principal and
interest on the Notes.
Section 9. DEFEASANCE OF NOTES. (a) Any Note and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a " Defeased Note ") within the meaning of this
Ordinance, except to the extent provided in Subsection (d) of this Section, when payment of the
principal of such Note, 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 for such payment (1) lawful money
of the United States of America sufficient to make such payment or (2) Government Obligations
which 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 Notes shall have become due and payable. At such time as a Note shall
be deemed to be a Defeased Note hereunder, as aforesaid, such Note and the interest thereon shall
no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein
levied as provided in this Ordinance, and such principal and interest shall be payable solely from such
money or Government Obligations.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the Issuer also be invested in Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from such Government Obligations received by the Paying
Agent/Registrar which is not required for the payment of the Notes 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.
(c) The term "Government Obligations" as used in this Section, shall mean direct non - callable
obligations of the United States of America, including obligations which are unconditionally
guaranteed by the United States of America, which may be United States Treasury obligations such
as its State and Local Government Series, which may be in book -entry form.
(d) Until all Defeased Notes shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Notes the same as if they had
hy: WI=A FA=715.017\0RDTAN.97. 1/197 13
not been defeased, and the Issuer shall make proper arrangements to provide and pay for such
services as required by this Ordinance.
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED NOTES.
(a) Replacement Notes. In the event any outstanding Note is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Note
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Note, in replacement for such Note in the manner hereinafter provided.
(b) implication for Replacement Notes. Application for replacement of damaged, mutilated,
lost, stolen, or destroyed Notes shall be made by the registered owner thereof to the Paying
Agent/Registrar. In every case of loss, theft, or destruction of a Note, the registered owner applying
for a replacement Note 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 Note, the registered owner shall
famish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft,
or destruction of such Note, as the case may be. In every case of damage or mutilation of a Note,
the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Note so
damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Note shall have matured, and no default has occurred which is then continuing in the
payment of the principal or redemption premium, if any, or interest on this Note, the Issuer may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Note) instead of issuing a replacement Note, provided security or indemnity is furnished
as above provided in this Section 10.
(d) Charge for Issuing Replacement Notes. Prior to the issuance of any replacement Note,
the Paying Agent/Registrar shall charge the registered owner of such Note with all legal, printing, and
other expenses in connection therewith. Every replacement Note issued pursuant to the provisions
of this Section by virtue of the fact that any Note is lost, stolen, or destroyed shall constitute a Note
of the Issuer whether or not the lost, stolen, or destroyed Note 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 Notes duly issued under this Ordinance.
(e) Authority for Issuing Replacement Notes. In accordance with Section 6 of Vernon's Ann.
Tex. Civ. St. Art. 717k -6, this Section of this Ordinance shall constitute authority for the issuance
of any such replacement certificate without necessity of further action by the Issuer or any other body
or person, and the duty of the replacement of such notes is hereby authorized and imposed upon the
Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Notes in
the form and manner and with the effect, as provided in Section 6(a) of this Ordinance for Notes
issued in conversion and exchange of other Notes.
Iky: WICHrrA FAILS\2715.017\ORIYTAN.97 - 1/1697 14
Section 11. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to
refrain from taking any action which would adversely affect, and to take any required action to
ensure, the treatment of the Notes as obligations described in Section 103 of the Internal Revenue
Code of 1986, as amended (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:
(a) to take any action to assure that no more than 10 percent of the proceeds of the Notes
or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any
"private business use ", as defined in Section 141(bx6) of the Code or, if more than 10 percent of the
proceeds or the projects financed 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 Notes, in contravention of Section 141(bx2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described in
Subsection (a) hereof exceeds 5 percent of the proceeds of the Notes 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" which is "related" and not "disproportionate ", within the meaning
of Section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000.00 or 5 percent of the proceeds of the Notes (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;
(d) to refrain from taking any action which would otherwise result in the Notes' being treated
as "private activity bonds" within the meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Notes' being "federally
guaranteed" within the meaning of Section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Notes, directly or indirectly, to
acquire or to replace funds which were used, directly or indirectly, to acquire investment property
(as defined in Section 148(bx2) of the Code) which produces a materially higher yield over the term
of the Notes, other than investment property acquired with:
(1) proceeds of the Notes 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 Notes are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of
Section 1.148 -1(b) of the Treasury Regulations, and
hy: WIC1ffrA FA=715.017%0RRQ7AN.97. 1 /16/97 15
(3) amounts deposited in any reasonably required reserve or replacement to the extent
such amounts do not exceed 10 percent of the proceeds of the Notes;
(g) to otherwise restrict the use of the proceeds of the Notes or amounts treated as proceeds
of the Notes, as may be necessary, so that the Notes do not otherwise contravene the requirements
of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the
Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five -year period
(beginning on the date of delivery of the Notes) 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 Notes 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.
For the purposes of the foregoing (a) and (b), 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 Notes. 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 which modify or expand provisions of the Code, as applicable to the Notes, the Issuer
will not be required to comply with any covenant contained herein to the extent that such failure to
comply, in the opinion of nationally - recognized bond counsel, will not adversely affect the exemption
from federal income taxation of interest on the Notes under Section 103 of the Code. In the event
that regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Notes, 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 Notes under Section 103 of the Code. In furtherance of
such intention, the Issuer hereby authorizes and directs the Mayor of the Issuer to execute any
documents, certificates or reports required by the Code and to make such elections, on behalf of the
Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the
Notes.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the Issuer for the sole benefit of the United States of America, and'such fund shall not
be subject to the claim of any other person, including without limitation the bondholders. The Rebate
Fund is established for the additional purpose of compliance with Section 148 of the Code.
Section 12. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Report s. The
Issuer shall provide annually to each NRMSIR and any SID, within six months after the end of each
fiscal year ending in or after 1996, financial information and operating data with respect to the Issuer
of the general type included in the final Official Statement authorized by Section 16 of this Ordinance,
being the information described in Exhibit A hereto. Any financial statements so to be provided shall
be (1) prepared in accordance with the accounting principles described in Exhibit A hereto, or such
Ay: W1=A FA11S\2715.017\ORD- TAN.97 - V 97 16
other accounting principles as the Issuer may be required to employ from time to time pursuant to
state law or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the
audit is completed within the period during which they must be provided. If the audit of such
financial statements is not complete within such period, then the Issuer shall provide unaudited
financial statements by the required time, and will provide audited financial statements for the
applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements
become available.
If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would
be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Noti ces. The Issuer shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Notes, if such event is
material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non - payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax- exempt status of the Notes;
G. Modifications to rights of holders of the Notes;
H. Note calls;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Notes; and
K. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the Issuer to provide financial information or operating data in accordance with this
Section of this Ordinance by the time required by such Section.
(c) Limitations Disclaimers. and Amendments. 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 Notes within the meaning of the Rule, except that
the Issuer in any event will give notice of any deposit made in accordance with Section 8 that causes
the Notes no longer to be outstanding.
hy: WICMTA FA11S\2715.017\ORr}TAN.97 - 111697 17
The provisions of this Section are for the sole benefit of the holders and beneficial owners of
the Notes, 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 Notes at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY NOTE OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH
PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
No default by the Issuer in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
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 Notes in the primary
offering of the Notes 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 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 Notes
consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the owners and beneficial owners of the Notes. 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 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 court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence
would not prevent an underwriter from lawfully purchasing or selling Notes in the primary offering
of the Notes.
hy: WICHrTA FAILSU715.01TORD- TAN.97. 1/1697 18
Section 13. REMEDIES IN EVENT OF DEFAULT. In addition to all of the rights and
remedies provided by the laws of the State of Texas, the Issuer covenants and agrees that in the event
of default in payment of principal or interest on any of the Notes when due, or in the event it fails to
make the payments required to be made into the Interest and Sinking Fund or defaults in the
observance of performance of any other of the contracts, covenants, conditions or obligations set
forth in this Ordinance or in the Notes, the following remedies shall be available:
(a) the registered owners shall be entitled to a writ of mandamus issued by a court of
competent jurisdiction compelling and requiring the Issuer and the officials thereof to observe and
perform the contracts, covenants, obligations or conditions prescribed in this Ordinance; and
(b) any delay or omission to exercise any right or power accruing upon any default shall not
impair any such right or power nor be construed to be a waiver of any such default or acquiescence
therein, and every such right and power may be exercised from time to time and as often as may be
deemed expedient.
Section 14. CONTRACTUAL UNDERTAKING WITH REGISTERED OWNER. The
Issuer hereby, and by the acceptance of each of the Notes, contractually obligates and commits itself
to utilize the net proceeds available from the issuance and delivery of the Notes, after payment of
costs of issuance related thereto, for the purpose for which the Notes are authorized as set forth in
Section 1.
Section 15. SALE OF NOTES. The Notes are hereby sold and shall be delivered to
Southwest Securities, Inc., in accordance with law and pursuant to a Purchase Agreement in form
and substance submitted at this meeting, and dated January 21, 1997. The City Manager is hereby
authorized and directed to execute said Purchase Agreement on behalf of the City. It is hereby found
and determined by the City Council that the price and terms for the sale of the Notes as set forth in
said Purchase Agreement are the most advantageous reasonably obtainable.
Section 16. OFFICIAL STATEMENT. The Issuer hereby approves the form and content
of the Official Statement relating to the Notes and any addenda, supplement, or amendment thereto,
and approves the distribution of such Official Statement in the reoffering of the Notes by the
Underwriters in final form, with such changes therein or additions thereto as the officer executing the
same may deem advisable, such determination to be conclusively evidence by his or her execution
thereof. The distribution and use of the Preliminary Official Statement dated January 7, 1997 prior
to the date hereof is hereby ratified and confirmed.
Section 17. CUSTODY, APPROVAL, AND REGISTRATION OF NOTES; BOND
COUNSEL'S OPINION, CUSIP NUMBERS, AND CONTINGENT INSURANCE PROVISION,
IF OBTAINED. The Mayor of the Issuer is hereby authorized to have control of the Notes initially
issued and delivered hereunder and all necessary records and proceedings pertaining to the Notes
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
hy: WICHrrA FA1LS2715.0MORD•TAN.97 - 1/1697 19
writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate
attached to such Notes, 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 Notes 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 registered owners of the Notes. In addition, the Notes
may bear an appropriate legend provided by the insurer reflecting the Note insurance policy being
issued with respect to the Notes.
Section 18. PAYING AGENT/REGISTRAR AGREEMENT. The City Manager is hereby
authorized to execute and deliver a Paying Agent/Registrar Agreement between the City and Texas
Commerce Bank National Association relating to the Notes in substantially the form presented to the
City Council.
Section 19. FURTHER PROCEDURES. The Mayor, the City Clerk and the City Manager
of the City, and all other officers, employees, and agents of the City, and each of them, shall be and
they are hereby expressly authorized, empowered, and directed from time to time and at any time to
do and perform all such acts and things and to execute, acknowledge, and deliver in the name and
under the seal and on behalf of the City all such 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 Notes,
the Letter of Representation with DTC regarding the Book - Entry-Only System, the Paying
Agent/Registrar Agreement, the Purchase Agreement, or the Official Statement. Notwithstanding
anything to the contrary contained herein, while the Notes are subject to DTC's Book - Entry-Only
System and to the extent permitted by law, the Letter of Representation is hereby incorporated herein
and its provisions shall prevail over any other provisions of this Ordinance in the event of conflict.
In addition, the Mayor is authorized to approve any changes to this Ordinance necessary to secure
the approval of the Notes by the Texas Attorney General. In case any officer whose signature
appears on any Note or other certificate shall cease to be such officer before the delivery of the Notes,
such signature shall nevertheless be valid and sufficient for all purposes the same as if he or she had
remained in office until such delivery. In addition, the findings and recitals made in the preamble to
this Ordinance are hereby incorporated herein and made a part of this Ordinance for all purposes.
Section 20. SEVERABILITY. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining
provisions of this Ordinance.
Section 21. NO PERSONAL LIABILITY. No recourse shall be had for payment of the
principal of or interest on any Notes or for any claim based thereon, or on this Ordinance, against any
official or employee of the City or any person executing any Notes.
Section 22. OPEN MEETING. It is hereby officially found and determined that the meeting
at which this Ordinance was adopted was open to the public, and that public notice of the time, place
and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code.
ft: WICHITA FA11S12715.017\0RD- TAN.97 - 1/1"7 20
Section 23. EMERGENCY. It is hereby officially found and determined: that a case of
emergency or urgent public necessity exists which requires the holding of the meeting at which this
Ordinance is passed, such emergency or urgent public necessity being that it is necessary to receive
the proceeds from the sale of the Notes as soon as possible and without delay to allow the City to
acquire and construct urgently needed public improvements; and that said meeting was open to the
public, and public notice of the time, place, and purpose of said meeting was given, all as required
by Texas Government Code, Chapter 551.
Section 24. DdNIEDIATE EFFECT. This Ordinance shall take effect and be in force
immediately upon and after its passage in'accordance with the provisions of the Charter of the City,
and it is accordingly so ordained.
ft: IVICHTrA FAI1S\2715.OMR13- TAN.97 - 1/1697 21
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 12 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually
in accordance with such Section are as specified (and included in Appendices or under the headings
of the Official Statement referred to) below:
-- TABLES 1 through 5 in Appendix A, "FINANCIAL INFORMATION OF THE
CITY"
-- APPENDIX C (AUDITED FINANCIAL STATEMENTS FOR THE LAST
COMPLETED FISCAL YEAR)
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the audited financial statements appearing in Appendix C referred to in paragraph
above.
hy: Wl CHrrAFAILS\27 15.017\OR6TAN.97.1/1&97 A-1
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTY OF WICHITA
CITY OF WICHITA FALLS
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in REGULAR MEETING ON THE 21 ST DAY
OF JANUARY, 1997, and the roll was called of the duly constituted officers and members of said
City Council, to -wit:
Kathryn A. Yeager,
Angus Thompson,
Bill Daniel,
Harold Hawkins,
J. Don Johnston,
J.W. Martin,
Dan Shine,
Lydia Torres,
Mayor
Mayor Pro Tern
Council Member
Council Member
Council Member
Council Member
Council Member
City Clerk
and all of said persons were present, except the following absentees: None __, thus
constituting a quorum. Whereupon, among other business, the following was transacted at said
Meeting: a written
AN ORDINANCE PROVIDING FOR THE ISSUANI CL- OF CITY
OF WICHITA FALLS, TEXAS TAX NOTES, SERIES 199'i, ir•i
THE AGGREGATE PRINCIPAL AMOUNT OF $2,000,000 FOR
PAYMENT OF CONTRACTUAL OBLIGATIONS FOR LIBRARY
INTROVEMENTS; PRESCRIBING THE FORM OF NOTFS;
LEVYING AD VALOREM TAXES; MAKING CERTAIN OTHER
COVENANTS OF THE CITY REGARDING THE NOTES AND
THE FUNDS FROM WHICH SAID NOTES ARE TO BE PAID;
DECLARING AN EMERGENCY; AND DECLARING AN
EFFECTIVE DATE.
was duly introduced for the consideration of said City Council and read in full. It was then duly
moved and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying
with it the passage of said Ordinance, prevailed and carried by the following vote:
AYES:
NOES:
ny - 271 S.OI TTORDIN.CRT - V21/97
All members present voted "Aye ", except
as shown below.
None.
2. That a true, full, and correct copy of the aforesaid Ordinance passed at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and
foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said
Meeting pertaining to the passage of said Ordinance that the persons named in the above and
foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City
Council as indicated therein; that each of the officers and members of said City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place, and purpose of the
aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said
Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting
for such purpose; and that said Meeting was open to the public, and public notice of the time, place,
and purpose of said Meeting was given, all as required by Chapter 551, Texas Government Code.
3. That the Mayor of said City has approved, and hereby approves, the aforesaid Ordinance;
that the Mayor and the City Clerk of said City have duly signed said Ordinance; and that the Mayor
and the City Clerk of said City hereby declare that their signing of this Certificate shall constitute the
signing of the attached and following copy of said Ordinance for all purposes.
4. That the Ordinance has not been modified, amended or repealed and is in full force and
effect on and as of the date hereof.
SIGNED AND SEALED this 21 st day of January, 1997.
Ci Clerk Mayor
(SEAL)
APPROVED AS TO FORM:
y Attorney
/ky - 2715.017\ORDPI.CRT - in1197
ORDINANCE NO. 6-97
AN ORDINANCE DESIG-
NATING THE KEMP
WHOLESALE GROCERY
(CURRENTLY BIG C AP-
' PLIANCE) LOCATED AT
500 EIGHTH ST., LOT 3, 4,
Affidavit Publication
5, 6, AND 7, BLOCK 162 2 �
of
ORIGINAL TOWNSITE, AS'
A LOCAL LANDMARK;
FINDING AND DETER-
THE STATE OF TEXAS
MINING THAT THE
MEETING AT WHICH
THIS ORDINANCE WAS
COUNTY OF WICHITA Ad #439858
PASSED WAS OPEN TO
THE PUBLIC AS RE -
(F, QUIRED BY LAW ere)
ORDINANCE NO. 7-97
12th February
ORDINANCE CANVASS,]
On this day of
ING THE ELECTION RE-
TURNS OF THE SPECIAL
1997
MUNICIPAL ELECTION
HELD IN THE CITY OF
A.D............. personally appeared before me, the undersigned authority
WICHITA FALLS, TEXAS,
ION JANUARY 18,1997
ORDINANCE NO. 8
Mar E. Newell
y bookkeeper
I AN ORDINANCE ROVID-
ING FOR THE ISSUANCE
for the Times Publishing Company of Wichita Falls, publishers of the Wichita Falls
l OF CITY OF WICHITA
FALLS, TEXAS TAX
NOTES, SERIES 1997, IN
Times /Record News, a newspaper published at Wichita Falls in Wichita County,
THE AGGREGATE PRIN-
CIPAL AMOUNT OF
Texas, and upon being duly sworn by me, on oath states that the attached '
$2,000,000 FOR PAYMENT
OF CONTRACTUAL OBLI-
advertisement is a true and correct copy of advertising published
GATIONS FOR LIBRARY
IMPROVEMENTS; PRE-
one 1 dates:
in issues thereof on the following
SCRIBING THE FORM OF
NOTES; LEVYING AD
VALOREM TAXES; MAK-
ING CERTAIN OTHER
Y
COVENANTS OF THE
CITY REGARDING THE
NOTES AND THE FUNDS
/
FROM WHICH SAID
/
NOTES ARE TO BE PAID;
DECLARING AN EMER-
GENCY; AND DECLAR-
Bookkeeper fo imes Publishing Company
ING AN EFFECTIVE
K,,-s�► DATE
of Wichita Falls
ORDINANCE NO. 9-97
ORDINANCE MAKING AN
Yid
? APPROPRIATION FROM
THE WATER AND SEW- AL)
Subscribed and sworn to before me this the day and year first above written:
5 ER FUND TO THE 1996 -97
BUDGET FOR THE PUR-
POSE OF PURCHASING
VICINITY
OF THE CYPRESS WA-
TERTREATMENTPLANT