Ord 018-2001 2/20/2001ORDINANCE NO. I !j — a�
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF WICHITA
FALLS, TEXAS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY
OF CITY OF WICHITA FALLS, TEXAS, GENERAL OBLIGATION
CONSTRUCTION AND REFUNDING BONDS, SERIES 2001; APPROVING
AND AUTHORIZING AN OFFICIAL STATEMENT AND THE
DISTRIBUTION THEREOF, A BOND PURCHASE AGREEMENT, AND A
PAYING AGENT/REGISTRAR AGREEMENT; APPROVING AND
AUTHORIZING ALL OTHER INSTRUMENTS AND PROCEDURES
RELATED THERETO; DECLARING AN EMERGENCY; AND PROVIDING
FOR AN IMMEDIATE EFFECTIVE DATE
TABLE OF CONTENTS
Page
RECITALS.................................. ..............................1
Section 1. AMOUNT AND PURPOSE OF THE BONDS ............................ 2
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF BONDS ............... ............................... 2
Section 3. INTEREST ........................ ............................... 3
Section 4. REDEMPTION AND NOTICE OF REDEMPTION AND DEFEASANCE ...... 4
Section 5. CHARACTERISTICS OF THE BONDS .. ............................... 4
(a) Registration, Transfer, and Exchange; Authentication .................... 4
(b) Payment of Bonds and Interest ....... ............................... 6
(c) In General ........................ ..............................6
(d) Substitute Paving Agent /Registrar .... ............................... 6
(e) Book -Entry -Only System for Bonds ... ............................... 7
(f) Successor Securities De op sitory; Transfers Outside Book - Entry -Only
S sy tems7 .......................................................
.. ...............................
(g) Payments to Cede & Co ............. ............................... 8
(h) DTC Letter of Representation ......... ..............................8
Section 6. FORM OF BOND ................... ............................... 8
Section 7. INTEREST AND SINKING FUND .... ............................... 16
Section 8. INTEREST EARNINGS ON BOND PROCEEDS ........................ 16
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd
Page
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS............................... .............................16
Section 10. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT............................. .............................18
Section 11. DISPOSITION OF PROJECT ........ ............................... 19
Section 12. CONTINUING DISCLOSURE UNDERTAKING ........................ 19
(a) Annual Reports ................... .............................19
(b) Material Event Notices ............ ............................... 20
(c) Limitations. Disclaimers, and Amendments ........................... 20
Section 13. SECURITY FOR FUNDS ........... ............................... 21
Section 14. REMEDIES IN EVENT OF DEFAULT ............................... 22
Section 15. DEFEASANCE OF BONDS ......... ............................... 22
Section 16. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS .... 24
(a) Replacement Bonds ................ .............................24
(b) Application for Replacement Bonds .. ............................... 24
(c) No Default Occurred ............. ............................... 24
(d) Charge for Issuing Replacement Bonds .............................. 24
(e) Authority for Issuing Replacement Bonds ............................. 24
Section 17. AMENDMENT OF ORDINANCE .... ............................... 25
Section 18. SALE AND DELIVERY OF BONDS .. ............................... 27
Section 19. REFUNDING OF REFUNDED OBLIGATIONS ........................ 27
Section 20. REDEMPTION OF REFUNDED OBLIGATIONS ....................... 27
Section 21. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED ............ ............................... 28
Section 22. APPROVAL OF OFFICIAL STATEMENT ............................ 28
Section 23. DEPOSIT OF PROCEEDS .......... ............................... 28
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2.wpd 11
Page
Section 24. UNAVAILABILITY OF AUTHORIZED PUBLICATION ................. 28
Section 25. NO RECOURSE AGAINST CITY OFFICIALS ......................... 29
Section 26. FURTHER PROCEDURES .......... ............................... 29
Section 27. INTERPRETATIONS .............. ............................... 29
Section 28. INCONSISTENT PROVISIONS ...... ............................... 29
Section 29. INTERESTED PARTIES ........... ............................... 30
Section 30. INCORPORATION OF RECITALS ... ............................... 30
Section 32. SEVERABILITY .................. ............................... 30
Section 33. INSURANCE .................... ............................... 30
(a) Insurance Commitment ............ ............................... 30
(b) Payments Under the Policy ........ ............................... 30
Section 34. EMERGENCY MEASURE; EFFECTIVE DATE ........................ 32
EXHIBIT A — DESCRIPTION OF ANNUAL FINANCIAL INFORMATION ........... A -1
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2.wpd iii
ORDINANCE NO.
AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF WICHITA
FALLS, TEXAS AUTHORIZING THE ISSUANCE, SALE AND DELIVERY
OF CITY OF WICHITA FALLS, TEXAS, GENERAL OBLIGATION
CONSTRUCTIONAND REFUNDING BONDS, SERIES 2001; APPROVING
AND AUTHORIZING AN OFFICIAL STATEMENT AND THE
DISTRIBUTION THEREOF, A BOND PURCHASE AGREEMENT, AND
A PAYING AGENT/REGISTRAR AGREEMENT; APPROVING AND
AUTHORIZING ALL OTHER INSTRUMENTS AND PROCEDURES
RELATED THERETO; DECLARING AN EMERGENCY; AND
PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE
THE STATE OF TEXAS §
COUNTY OF WICHITA §
CITY OF WICHITA FALLS §
WHEREAS, there is presently outstanding the following outstanding obligations of the City of
Wichita Falls, Texas (the "City ") which are secured by the full faith and credit of the City and a
pledge by the City to levy ad valorem taxes sufficient to pay principal of and interest on the
obligations as they become due:
City of Wichita Falls, Texas Certificates of Obligation, Series 1992,
dated August 1, 1992 currently outstanding in the aggregate
principal amount of $4,000,000 (the "Series 1992 Obligations "); and
WHEREAS, the City now desires to refund $3,005,000 of said outstanding amount of the
Series 1992 Obligations, being the Series 1992 Obligations maturing in the years 2002 through
2010 (the "Refunded Obligations "); and
WHEREAS, the City Council of the City deems it advisable to refund the Refunded
Obligations to achieve a debt service saving; and
WHEREAS, The Bank of New York, New York, New York is the paying agent for the
Refunded Obligations; and
WHEREAS, all of the Refunded Obligations mature or are subject to redemption prior to
maturity and will be called for redemption on September 1, 2001 at a redemption price equal to the
principal amount of the Refunding Obligations plus accrued interest to the redemption date; and
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd
WHEREAS, the City held an election on January 20, 2001, at which the duly qualified
voters of the City authorized the issuance of bonds of the City in the aggregate principal amount
of $7,000,000 for the purpose of paying the cost of permanent public improvements, to wit: a
portion of the cost of acquisition and construction of approximately $20,000,000 of improvements
to the Multi - Purpose Events Center for the coliseum project, and the City Council deems it
necessary and desirable to issue such voted bonds at this time; and
WHEREAS, the Bonds hereinafter authorized and designated are to be issued and
delivered pursuant to the City Charter, Chapters 1207, 1331 and 1371, Texas Government Code,
as amended, and the general laws of the State of Texas; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
ordinance was passed 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.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS,
TEXAS THAT:
Section 1. AMOUNT AND PURPOSE OF THE BONDS. The general obligation bonds
(the "Bonds ") of the City of Wichita Falls, Texas (the "City" or the "Issuer ") are hereby authorized
to be issued and delivered in the aggregate principal amount of $10,205,000 FOR THE PURPOSE
OF: providing funds to refund the city's outstanding refunded obligations (all as described in the
preamble hereto); paying the cost of permanent public improvements, to wit: $7,000,000 of the
cost of acquisition and construction of improvements to the Multi - Purpose Events Center for the
coliseum project; and paying the costs of issuance of the Bonds.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF BONDS. Each Bond issued pursuant to this Ordinance shall be designated:
"CITY OF WICHITA FALLS, TEXAS, GENERAL OBLIGATION CONSTRUCTION AND
REFUNDING BOND, SERIES 2001", and initially there shall be issued, sold, and delivered
hereunder fully registered bonds, without interest coupons, dated March 1, 2001, in the respective
denominations and principal amounts hereinafter stated, numbered consecutively from R -1 upward,
payable to the respective initial registered owners thereof (as designated in Section 18 hereof), or
to the registered assignee or assignees of said Bonds or any portion or portions thereof (in each
case, the "Registered Owner "), and said Bonds shall mature and be payable serially on September 1,
in each of the years and in the principal amounts, respectively, as set forth in the following
schedules:
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 2
Amount
Year
Amount
Year
$185,000
2002
$355,000
2012
$ 420,000
2003
$370,000
2013
$ 435,000
2004
$390,000
2014
$ 445,000
2005
$410,000
2015
$ 465,000
2006
$425,000
2016
$ 880,000
2007
$445,000
2017
$ 910,000
2008
$470,000
2018
$ 945,000
2009
$495,000
2019
$ 745,000
2010
$520,000
2020
$ 345,000
2011
$550,000
2021
The term 'Bonds" as used in this Ordinance shall mean and include collectively the Bonds initially
issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well
as all other substitute bonds and replacement bonds issued pursuant hereto, and the term 'Bond"
shall mean any of the Bonds.
Section 3. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this
Ordinance to their respective dates of maturity or redemption prior to maturity at the following
rates per annum:
Maturitv
2002
2003
2004
2005
2006
2007
2008
2009
2010
Interest Rate
Maturitv
2012
2013
2014
2015
2016
2017
2018
2019
2020
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 3
Interest Rate
2011 2021
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF
BOND set forth in this Ordinance.
Section 4. REDEMPTION AND NOTICE OF REDEMPTION AND DEFEASANCE.
(a) The Issuer reserves the right to and shall redeem Bonds on the dates and in the manner
set forth in the FORM OF BOND set forth in to this Ordinance.
(b) The Issuer shall give notice of any such redemption in the manner set forth in the
FORM OF BOND set forth in to this Ordinance. In addition to the Notice of Redemption required
to be given in the FORM OF BOND, the City Clerk shall give notice of redemption or defeasance
to the Paying Agent/Registrar at least 45 days prior to a redemption date in the case of a
redemption and on the defeasance date in the case of a defeasance and the Paying Agent/Registrar
shall give notice of redemption or of defeasance of Bonds by mail, first -class postage prepaid at
least thirty (3 0) days prior to a redemption date and within thirty (3 0) days after a defeasance date
to each registered securities depository and to any national information service that disseminates
such notices. In addition, in the event of a redemption caused by an advance refunding of the
Bonds, the Paying Agent /Registrar shall send a second notice of redemption to the persons
specified in the immediately preceding sentence at least thirty (30) days but not more than ninety
(90) days prior to the actual redemption date. Any notice sent to the registered securities
depositories or such national information services shall be sent so that they are received at least two
(2) days prior to the general mailing or publication date of such notice. The Paying Agent/Registrar
shall also send a notice of prepayment or redemption to the registered owner of any Bond who has
not sent the Bonds in for redemption sixty (60) days after the redemption date.
(c) Each notice of redemption or defeasance, whether required in the FORM OF BOND
or in this Section, shall contain a description ofthe Bonds to be redeemed or defeased including the
complete name of the Bonds, the Series, the date of issue, the interest rate, the maturity date, the
CUSIP number, the bond numbers, the amounts called of each bond, the publication and mailing
date for the notice, the date of redemption or defeasance, the redemption price, if any, the name of
the Paying Agent/Registrar and the address at which the Bonds may be redeemed or paid, including
a contact person and telephone number.
(d) All redemption payments made by the Paying Agent/Registrar to the registered owners
of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner.
Section 5. CHARACTERISTICS OF THE BONDS.
(a) Registration. Transfer, and Exchange; Authentication. The Issuer shall keep or
cause to be kept at the designated corporate trust office of The Bank of New York, New York,
New York (the "Paying Agent/Registrar ") books or records for the registration of the transfer and
exchange of the Bonds (the "Registration Books "), and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 4
registrations of transfers 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 and exchanges as herein provided. In addition, to the extent required by law, the Issuer
covenants to cause to be kept and maintained the Registration Books or a copy thereof in the State
of Texas. The Paying Agent/Registrar Agreement between the Issuer and the Paying
Agent/Registrar, in substantially the form presented to the City Council at the meeting at which this
Ordinance was considered, is hereby approved and the Mayor and City Clerk of the Issuer are
hereby authorized to execute the Paying Agent/Registrar Agreement and approve any changes in
the final form thereof.
The Paying Agent/Registrar shall obtain and record in the Registration Books the address
of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed,
as herein provided; but it shall be the duty of each registered owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. To the extent possible and under
reasonable circumstances, all transfers of the Bonds shall be made within three business days after
request and presentation thereof. 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 Paying Agent/Registrar's standard
or customary fees and charges for making such registration, transfer, exchange and delivery of a
substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in Exhibit B
to this Ordinance. Registration of assignments, transfers and exchanges ofthe Bonds shall be made
in the manner provided and with the effect stated in the FORM OF BOND set forth in this
Ordinance. Each substitute Bond shall bear a letter and /or number to distinguish it from each other
Bond.
Except as provided in (c) below, an authorized representative ofthe Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's
Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds
and Bonds surrendered for transfer 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 transfer and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the preparation, execution and delivery of the substitute Bonds
in the manner prescribed herein. Pursuant to the Texas Government Code, Chapter 1201, the duty
oftransfer and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar,
and, upon the execution of said Bond, the transferred and exchanged Bond shall be valid,
incontestable and enforceable in the same manner and with the same effect as the Bonds which
initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General
and registered by the Comptroller of Public Accounts.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 5
(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be exchanged for other Bonds of the same Series, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and
interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this
Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/ Registrar,
but on each substitute Bond issued in exchange for any Bond or Bonds issued under this Ordinance
the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Paying ent /Registrar. The Issuer covenants with the registered owners
of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent
and legally qualified bank, trust company, financial institution or other entity to act as and perform
the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option and to
the extent permitted by law, (i) act in the capacity of Paying Agent/Registrar or (ii) 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 assume the duties or will appoint a competent and legally qualified
bank, trust company, financial institution or other agency to act as Paying Agent/Registrar under
this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof),
along with all other pertinent books and records relating to the Bonds, to the new Paying
Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying
Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new
Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first -class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. 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.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 6
(e) Book - Entry- Only System for Bonds. The Bonds issued in exchange for the Bonds
initially issued to the purchasers specified in Section 18 herein shall be initially issued in the form
of a separate single fully registered Bond for each maturity thereof. Upon initial issuance, the
ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The
Depository Trust Company ofNew York ( "DTC "), and except as provided in subsection (f) hereof,
all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created ( "DTC Participant ") to hold securities to facilitate the clearance
and settlement of securities transaction among DTC Participants or to any person on behalf of
whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a registered owner of the Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds or (iii) the payment to any DTC
Participant or any other person, other than a registered owner of the Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal and interest with respect to such Bonds, for the purpose of registering
transfers with respect to such Bonds and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the
registered owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and effective
to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered
owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the
Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by
DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance
with respect to interest checks being mailed to the registered owner at the close of business on the
Record Date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(f) _Successor Securities Depository; Transfers Outside Book - Entry -OnISS stems. In
the event that the Issuer determines to discontinue the use of the Book - Entry-Only System through
DTC, or DTC determines to discontinue providing its services with respect to the Bonds, the Issuer
shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of
the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 7
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC ofBonds and transfer one or more separate Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names registered owners transferring or exchanging Bonds shall designate, in accordance with
the provisions of this Ordinance. Whenever a successor securities depository has been appointed
pursuant to this paragraph, the terms DTC and DTC Participant as used in this Ordinance shall refer
to such successor securities depository and its participants, respectively.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance
to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee for DTC,
all payments with respect to principal of and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the representation letter
of the Issuer to DTC.
(h) DTC Letter o fRepresentation. The officers of the Issuer are herein authorized for
and on behalf of the Issuer and as officers of the Issuer to enter into one or more amendments to
the Blanket Letters of Representation with DTC as deemed necessary to establish and maintain the
Book -Entry-Only System with respect to the Bonds.
Section 6. FORM OF BOND. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as
follows, with such appropriate variations, omissions or insertions as are permitted or required by
this Ordinance.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 8
R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF WICHITA FALLS, TEXAS
GENERAL OBLIGATION CONSTRUCTION
AND REFUNDING BONDS
SERIES 2001
Interest Rate Date of Bond Maturity Date CUSIP No.
12001 September 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF WICHITA FALLS, in Wichita
and Archer Counties, Texas (the "Issuer" or the "City "), being a political subdivision of the State
of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns
(hereinafter called the "registered owner ") the principal amount set forth above, and to pay interest
thereon from the Date of Bonds set forth above, on March 1, 2002, and semiannually on each
March I and September I thereafter to the maturity date specified above, at the interest rate per
annum specified above; except that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such principal amount shall
bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the
Bond or Bonds, if any, for which this Bond is being exchanged or converted from is due but has
not been paid, then this Bond shall bear interest from the date to which such interest has been paid
in full. Terms used in this Bond and not otherwise defined shall have the meaning given in the
ordinance authorizing the issuance of this Bond (the 'Bond Ordinance ").
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money ofthe
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity,
or upon the date fixed for its redemption prior to maturity, at the corporate trust office of The Bank
of New York, New York, New York, which is the 'Paying Agent/Registrar" for this Bond. The
payment of interest on this Bond shall be made by the Paying Agent /Registrar to the registered
owner hereof on each interest payment date by check, dated as of such interest payment date,
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 9
drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by
the Bond 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 last business day of the month preceding each such date (the
"Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. In addition, interest may be paid by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event
of a non - payment of interest on a scheduled payment date, and for 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 Bond appearing on the Registration Books at the close of business on
the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity of this Bond prior to maturity as provided
herein shall be paid to the registered owner upon presentation and surrender of this Bond for
redemption and payment at the corporate trust office of the Paying Agent/Registrar. The Issuer
covenants with the registered owner of this Bond that on or before each principal payment date,
interest payment date, and accrued interest payment date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
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 which is not such
a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS BOND is one of a Series of Bonds dated March 1, 2001, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $10,205,000 FOR
THE PURPOSE OF: providing funds to refund the City's outstanding Refunded Obligations (all
as described in the preamble hereto); paying the cost of permanent public improvements, to wit:
$7,000,000 of the cost of acquisition and construction of improvements to the Multi - Purpose
Events Center for the coliseum project; and paying the costs of issuance of the Bonds.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 10
THE ISSUER reserves the right to redeem Bonds of this series maturing on or after
September 1, 2012, in whole or in part on September 1, 2011, or any date thereafter, and, if in part,
the Issuer will determine the maturity or maturities to be redeemed and the Paying Agent/Registrar
shall determine, by lot or other customary method within a maturity, the particular Bonds to be
redeemed, at a redemption price equal to the principal amount of the Bonds to be redeemed plus
accrued interest to the redemption date; provided, that during any period in which ownership of the
Bonds is determined by a book entry at a securities depository for the Bonds, if fewer than all of
the Bonds ofthe same maturity and bearing the same interest rate are to be redeemed, the particular
Bonds of such maturity and bearing such interest rate shall be selected in accordance with the
arrangements between the Issuer and the securities depository.
THE BONDS of this issue scheduled to mature on September 15, 2014, 2019, and 2021, are
subject to mandatory sinking fund redemption prior to their scheduled maturity and shall be
redeemed by the Issuer, in part, prior to their scheduled maturity, with the particular Bonds or
portions thereof of each such maturity to be redeemed to be selected and designated by the Issuer
(provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a
redemption price equal to the par or principal amount thereof and accrued interest to the date of
redemption, on the dates, and in the principal amounts, respectively, as set forth in the following
schedules:
Bonds Maturing - September 15, 2014
Redemption Date
September 15, 2012
September 15, 2013
September 15, 2014*
Principal Amount
$355,000
$370,000
$385,000
Bonds Maturing - September 15, 2021
Redemption Date Principal Amount
September 15, 2020 $530,000
September 15, 2021 * $555,000
* Maturity.
Bonds Maturing - September 15, 2019
Redemption Date
September 15, 2017
September 15, 2018
September 15, 2019*
Principal Amount
$450,000
$475,000
$500,000
The principal amount of the Bonds of each maturity required to be redeemed on each such
redemption date pursuant to the foregoing operation of the mandatory sinking fund shall be
reduced, at the option of the Issuer, by the principal amount of any Bonds of such maturity, which,
at least 45 days prior to the mandatory sinking fund redemption date, (1) shall have been acquired
by the Issuer and delivered to the Paying Agent/Registrar for cancellation, or (2) shall have been
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 11
acquired and cancelled by the Paying Agent/Registrar at the direction of the Issuer, in either case
of (1) or (2) at a price not exceeding the par or principal amount of such Bonds, or (3) have been
redeemed pursuant to the optional redemption provisions set forth above and not theretofore
credited against a mandatory sinking fund redemption. During any period in which ownership of
the Bonds is determined by a book entry at a securities depository for the Bonds, if fewer than all
of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with
the arrangements between the Issuer and the securities depository.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first -class postage prepaid, at least 30 days prior to the date fixed for any
such redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared
on the Registration Books maintained by the Paying Agent/Registrar on the business day next
preceding the date such notice of redemption is mailed. By the date fixed for any such redemption,
due provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If such written
notice of redemption is mailed and if due provision for such payment is made, all as provided above,
the Bonds or portions thereof which 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 ofthe funds
provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000, at the written request of the Registered Owner,
and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as
provided in the Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond may, at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount
of fully registered Bonds, without interest coupons, payable to the appropriate registered owner,
assignee or assignees, as the case may be, having the same denomination or denominations in any
integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee
or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form
and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or
assignees in whose name or names this Bond or any such portion or portions hereof is or are to be
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 12
registered. The form of Assignment printed or endorsed on this Bond may be executed by the
registered owner to evidence the assignment hereof, but such method is not exclusive, and other
instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the
assignment of this Bond or any portion or portions hereof from time to time by the registered
owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for
assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect
thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as
a condition precedent to the exercise of such privilege.
NEITHER THE CITY nor the Paying Agent /Registrar shall be required to transfer or
exchange any Bond called for redemption, in whole or in part, when such redemption is scheduled
to occur within 45 days of the transfer or exchange date; provided, however, such limitation on
transferability shall not be applicable to an exchange by the registered owner of the uncalled
principal balance of a Bond.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; that this Bond 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 Bond,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Issuer, and have been pledged for such payment, within the limit
prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Clerk of said Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Bond.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2.wpd 13
(signature)
City Clerk, City of Wichita Falls, Texas
(SEAL)
(signature)
Mayor, City of Wichita Falls, Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series
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 THE BANK OF NEW YORK,
NEW YORK, NEW YORK
Paying Agent/Registrar
Authorized Representative
FORM OF REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
STATE OF TEXAS
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and duly registered by the Comptroller of Public
Accounts of the State of Texas. Witness my signature and seal of office this
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2 wpd 14
(SEAL)
Comptroller of Public Accounts of
the State of Texas
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all
rights hereunder unto
(Assignee's Social Security or (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration
Books with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
a member firm of the New York Stock
Exchange or a commercial bank or trust
company.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 15
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
Bond in every particular, without alteration or
enlargement or any change whatsoever.
Section 7. INTEREST AND SINKING FUND. A special "Interest and Sinking Fund"
is hereby created and shall be established and maintained by the Issuer at an official depository bank
of said Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other funds
and accounts of said Issuer, and shall be used only for paying the interest on and principal of said
Bonds. All ad valorem taxes levied and collected for and on account of said Bonds shall be
deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any
of said Bonds are outstanding and unpaid, the governing body of said Issuer shall compute and
ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the
money required to pay the interest on said Bonds as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal of said Bonds as such principal matures (but
never less than 2% of the original amount of said Bonds as a sinking fund each year); and said tax
shall be based on the latest approved tax rolls of said Issuer, with full allowances being made for
tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby
levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year
while any of said Bonds are outstanding and unpaid, and said tax shall be assessed and collected
each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad
valorem taxes sufficient to provide for the payment of the interest on and principal of said Bonds,
as such interest comes due and such principal matures, are hereby pledged for such payment, within
the limit prescribed by law.
Section 8. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Bonds, other than the proceeds deposited
pursuant to the Escrow Agreement, shall be used along with other Bond proceeds for the purpose
of acquisition and construction of the improvements to the Multi - Purpose Events Center as set
forth in Section 1 hereof, provided that after completion of such purpose, if any of such interest
earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund.
It is further provided, however, that any interest earnings on Bond proceeds which are required to
be rebated to the United States of America pursuant to Section 9 hereof in order to prevent the
Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for
the purposes of this Section.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. The Issuer covenants to refrain from any action which would adversely affect, or
to take such action to assure, the treatment of the Bonds as obligations described in section 103 of
the Code, the interest on which is not includable in the "gross income" of the holder for purposes
of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any)
are used for any "private business use," as defined in section 141(b)(6) of the Code, or if
more than 10 percent of the proceeds or the projects financed 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
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 16
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds five percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of five 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, or five percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is, directly or indirectly, used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(d) to refrain from taking any action that would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with --
(1) proceeds of the Bonds 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 Bonds 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
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the stated principal
amount (or, in the case of a discount, the issue price) of the Bonds;
(g) to otherwise restrict the use ofthe proceeds ofthe Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage), section
149(g) of the Code (relating to hedge bonds), and, to the extent applicable, section 149(d)
of the Code (relating to advance refundings); and
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 17
(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 Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and
to pay to the United States of America, not later than 60 days after the Bonds have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
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 Bonds. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify
or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to
comply with any covenant contained herein to the extent that such failure to comply, in the opinion
of nationally- recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the
Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally- recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention,
the Issuer hereby authorizes and directs the City Manager 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 Bonds. The Issuer
covenants to comply with the covenants contained in this section after defeasance of the Bonds.
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 10. 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 purposes described in Section 1 of this Ordinance (the
"Project ") on its books and records in accordance with the requirements of the Internal Revenue
Code. The Issuer recognizes that in order for the proceeds to be considered used for the
reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the
later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event
later than three years after the date on which the original expenditure is paid. The foregoing
notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Internal
Revenue Code, the sale proceeds or investment earnings must be expended no more than 60 days
after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 18
are retired. The Issuer agrees to obtain the advice of nationally- recognized bond counsel if such
expenditure fails to comply with the foregoing to assure that such expenditure will not adversely
affect the tax - exempt status of the Bonds. 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 11. DISPOSITION OF PROJECT. The Issuer covenants that the property
constituting the Project financed with the proceeds of the Refunded Obligations will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless the Issuer obtains an opinion of nationally - recognized bond counsel that such
sale or other disposition will not adversely affect the tax - exempt status ofthe Bonds. For purposes
of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant
if it obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
Section 12. CONTINUING DISCLOSURE UNDERTAKING.
(a) Annual Reports. The City shall provide annually to each NRMSIR and any SID,
within six months after the end of each Fiscal Year, financial information and operating data with
respect to the City of the general type included in the final Official Statement authorized by 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 other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City 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 City shall provide (1)
unaudited financial statements for the applicable Fiscal Year within six months after the end of such
Fiscal Year, and (2) 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 City 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 City otherwise
would be required to provide financial information and operating data pursuant to this
paragraph (a).
The financial information and operating data to be provided pursuant to this paragraph (a)
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.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 19
(b) Material Event Notices. The City 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 Bonds, 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 ofthe Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
I. Defeasances;
Release, substitution or sale of property securing repayment of the Bonds;
and
K. Rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the City to provide financial information or operating data in accordance with
paragraph (a) of this Section by the time required by such paragraph.
(c) Limitations. Disclaimers. andAmendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with Section 15 of this
Ordinance that causes Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy or claim hereunder to any other person. The City 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 City's financial
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 20
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 City does not
make any representation or warranty concerning such information or its usefulness to a decision to
invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BONDS 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 City 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 City under federal and state securities laws.
The provisions of this Section may be amended by the City 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 City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offering as well as such changed circumstances and (2)
either (a) the holders of a majority in aggregate principal amount (or any greater amount required
by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding
Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as
nationally recognized bond counsel) determined that such amendment will not materially impair the
interest of the holders and beneficial owners of the Bonds. The City may also amend or repeal the
provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule
are invalid, but only if and to the extent that the provisions of this sentence would not prevent an
underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the
City so amends the provisions of this Section, it shall include with any amended financial
information or operating data next provided in accordance with paragraph (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.
Section 13. SECURITY FOR FUNDS. All money on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested as
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2.,,pd 21
provided herein) shall be secured in the manner and to the fullest extent required by the laws of
Texas for the security of public funds, and money on deposit in such Funds shall be used only for
the purposes permitted by this Ordinance.
Section 14. REMEDIES IN EVENT OF DEFAULT. In addition to all the rights and
remedies provided by the laws of the State of Texas, it is specifically covenanted and agreed
particularly that in the event the City (i) defaults in the payment of the principal, premium, if any,
or interest on the Bonds, (ii) defaults in the deposits and credits required to be made to the Interest
and Sinking Fund, or (iii) defaults in the observance or performance of any other of the covenants,
conditions or obligations set forth in this Ordinance, the following remedies shall be available:
(a) the holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by
a court of proper jurisdiction compelling and requiring the governing body of the City and other
officers of the City to observe and perform any covenant, condition or obligation prescribed in this
Ordinance.
(b) no delay or omission to exercise any right or power accruing upon any default shall
impair any such right or power or shall 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. The specific remedy herein provided shall be cumulative of all
other existing remedies, and the specification of such remedy shall not be deemed to be exclusive.
Section 15. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall
be deemed to be paid, retired and no longer outstanding (a " Defeased Bond ") within the meaning
of this Ordinance, except to the extent provided in subsection (d) of this Section 15, when payment
of the principal of such Bond, plus interest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance
with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement ") for such payment (1) lawful
money of the United States of America sufficient to make such payment or (2) Defeasance
Securities, certified by an independent public accounting firm of national reputation to 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 Bonds shall have become due and payable. At such time as a Bond shall be deemed to
be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be
secured by, payable from, or entitled to the benefits of, the ad valorem taxes or revenues herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities. Notwithstanding any other provision of this
Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased
Bonds that is made in conjunction with the payment arrangements specified in subsection 15(a)(i)
or (ii) shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance,
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 22
the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice
of the reservation of that right to the owners of the Defeased Bonds immediately following the
defeasance; (3) directs that notice of the reservation be included in any redemption notices that it
authorizes; and (4) at the time of the redemption, satisfies the conditions of subsection (a) with
respect to such Defeased Debt as though it was being defeased at the time of the exercise of the
option to redeem the Defeased Bonds, after taking the redemption into account in determining the
sufficiency of the provisions made for the payment of the Defeased Bonds.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written
direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money
and /or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection 15(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to
which such money has been so deposited, shall be remitted to the Issuer or deposited as directed
in writing by the Issuer.
(c) The term " Defeasance Securities" means (i) direct, noncallable obligations of the
United States of America, including obligations that are unconditionally guaranteed by the United
States of America., (ii) noncallable obligations of an agency or instrumentality of the United States
of America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by
a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date on the date the governing body
of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated
as to investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the Issuer shall make proper arrangements to provide
and pay for such services as required by this Ordinance.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mig cpy2. wpd 23
Section 16. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated,
lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) implication for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner
applying for a replacement Bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the
registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section,
in the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond,
the City may authorize the payment of the same (without surrender thereof except in the case of
a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or
indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
Bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing and other expenses in connection therewith. Every replacement Bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) AuthoriU for lssuingReplacementBonds. In accordance with Chapter 1201, Texas
Government Code, this Section of this Ordinance shall constitute authority for the issuance of any
such replacement Bond without necessity of further action by the governing body of the City or any
other body or person, and the duty of the replacement of such Bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect, as provided in Section 6(a) of this
Ordinance for Bonds issued in exchange for other Bonds.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 24
Section 17. AMENDMENT OF ORDINANCE. (a) The holders of the Bonds
aggregating a majority in principal amount of the aggregate principal amount of then outstanding
Bonds shall have the right from time to time to approve any amendment to this Ordinance which
may be deemed necessary or desirable by the City, provided, however, that without the consent of
the holders of all of the effected Bonds at the time outstanding, nothing herein contained shall
permit or be construed to permit the amendment of the terms and conditions in this Ordinance or
in the Bonds so as to:
(1) Extend the time or times of payment of the principal of, premium, if any, and
interest on of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal or redemption price payable on the outstanding
Bonds;
(4) Modify the terms of payment of principal of, premium, if any, or interest on the
outstanding Bonds or impose any conditions with respect to such payment;
(5) Give any preference to any Bond over any other Bond then outstanding;
(6) Reduce the aggregate principal amount of Bonds required to be held by holders for
consent to any amendment, addition, or recission.
(b) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall cause notice of the proposed amendment to be published in a financial newspaper or journal
of general circulation in The City of New York, New York, once during each calendar week for
at least two successive calendar weeks. Such notice shall briefly set forth the nature of the
proposed amendment and shall state that a copy thereof is on file for inspection by all registered
owners of Bonds at the designated trust office of the registrar for the Bonds. Such publication is
not required, however, if notice in writing is given to each registered owner of the Bonds.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the holders of at least a majority in aggregate principal
amount of all Bonds then outstanding, which instrument or instruments shall refer to the proposed
amendment described in said notice and which specifically consent to and approve such amendment
in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City
Council may pass the amendatory ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory
ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 25
the holders of then outstanding Bonds shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such amendments.
(e) Any consent given by the registered owner of a Bonds pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the first publication of the
notice provided for in this Section, and shall be conclusive and binding upon all future holders of
the same Bonds during such period. Such consent may be revoked at any time after six months
from the date of the first publication of such notice by the holder who gave such consent, or by a
successor in title, by filing notice thereof with the Paying Agent and the City, but such revocation
shall not be effective if the registered owners of at least a majority in aggregate principal amount
of the then outstanding Bonds as in this Section defined have, prior to the attempted revocation,
consented to and approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Bonds issued in registered
form without coupons and the amounts and numbers of such Bonds and the date of their holding
same shall be proved by the Registration Books of the Paying Agent/Registrar. For purposes of
this Section, the holder of a Bonds in such registered form shall be the owner thereof as shown on
such Registration Books. The City may conclusively assume that such ownership continues until
written notice to the contrary is served upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action ofthe City
Council may amend this Ordinance without the consent of or notice to any registered owner in any
manner not detrimental to the interests of the registered owners, including for any one or more of
the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance
contained, other covenants and agreements thereafter to be observed, grant additional rights
or remedies to Bondholders or to surrender, restrict or limit any right or power herein
reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the Bonds; or
(3) To make any changes or amendments requested by any Rating Agency, as
a condition to the issuance or maintenance of a rating, which changes or amendments do
not, in the judgment of the City, materially adversely affect the interests of the owners of
the outstanding Bonds.
Notice of any such amendment may be published or given by the City in the manner described in
subsection (b) of this Section; provided, however, that the publication of such notice shall not
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 26
constitute a condition precedent to the adoption of such amendatory ordinance and the failure to
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory ordinance.
Section 18. SALE AND DELIVERY OF BONDS. The Bonds are hereby sold and shall
be delivered to Southwest Securities (the "Underwriter ") pursuant to the terms of the Purchase
Contract (the "Purchase Contract ") dated the date of adoption of this Ordinance, between the City
and the Underwriter at the price of $10,142,423, plus accrued interest on the Bonds from March
1, 2001 to the date of initial delivery thereof. The Mayor is hereby authorized and directed to
execute the Purchase Contract and approve any changes in the final form thereof. It is hereby
officially found, determined, and declared that the terms of this sale are the most advantageous
reasonably obtainable. The City will initially deliver to the Underwriter one Bond for each maturity
of the Bonds authorized under this Ordinance. The Bonds shall initially be registered in the name
of Southwest Securities.
Section 19. REFUNDING OF REFUNDED OBLIGATIONS. Concurrently with the
delivery of the Bonds the City shall deposit with The Bank of New York, New York, New York,
as Escrow Agent pursuant to the Escrow Agreement authorized below, an amount from the
proceeds from the sale of such Bonds sufficient, together with other legally available amounts,
which are hereby appropriated, to refund all of the Refunded Obligations, all in accordance with
Chapter 1207, Texas Government Code, as amended. It is hereby found and determined that the
refunding ofthe Refunded Bonds is advisable and necessary in order to achieve debt service savings
on an actual and on a present value basis. The City Manager is authorized to deliver a certificate
to the Attorney General's office relating to the savings.
The City Manager is authorized and directed to sign, seal and otherwise execute and deliver
an Escrow Agreement in substantially the form and substance submitted at this meeting between
the City and The Bank of New York, New York, New York, as Escrow Agent for the Refunded
Bonds. The City Manager is further authorized and directed to purchase or direct the Escrow
Agent to purchase the securities to be held in the Escrow Agreement.
Section 20. REDEMPTION OF REFUNDED OBLIGATIONS. The City Council
hereby directs that the Refunded Obligations be called for redemption on September 1, 2001 (the
"Redemption Date ") and at the redemption price equal to the principal amount of the Redunded
Obligations plus accrued interest to the Redemption Date. The City Manager shall insure that the
provisions of the ordinance authorizing the Refunded Obligations are complied with and shall make
provisions with the Paying Agent for the Refunded Obligations to have the notice given by both
publication and mailing as required. In addition to the Notice of Redemption set forth in the
authorizing ordinance, the Notice of Redemption shall also be given by mail, first -class postage
prepaid to each registered securities depository and to any national information service that
disseminates redemption notices. Any notice sent to the registered securities depositories or such
national information services shall be sent so that they are received at least two (2) days prior to
the general mailing or publication date of such notice. The Notice of Redemption should also be
Wichita Falls W Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 27
sent to the registered owner of any Bond who has not sent the Bonds in for redemption sixty (60)
days after the redemption date.
Section 21. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the City is hereby authorized to have control of
the Bonds initially issued and delivered hereunder and all necessary records and proceedings
pertaining to the Bonds pending their delivery and their investigation, examination and approval by
the Attorney General of the State of Texas, and their registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Bond attached to such Bonds, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on such Bond. The approving legal opinion of the City's Bond
Counsel (with an appropriate certificate pertaining thereto executed by facsimile signature of the
City Clerk ofthe City), a statement regarding any insurance policy issued with respect to the Bonds
and the assigned CUSIP numbers may, at the option of the City, be printed on or attached to the
Bonds issued and delivered under this Ordinance, but such additions or attachments shall not have
any legal effect, and shall be solely for the convenience and information of the registered owners
of the Bonds.
Section 22. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the
form and content of the Official Statement relating to the Bonds and any addenda, supplement, or
amendment thereto, and approves the distribution of such Official Statement in the reoffering of the
Bonds by the Underwriter in final form, with such changes therein or additions thereto as the officer
executing the same may deem advisable, such determination to be conclusively evidenced by his
execution thereof. The distribution and use of the Preliminary Official Statement dated February
9, 2001, prior to the date hereof is ratified and confirmed. The City Council of the City hereby
finds and determines that the Preliminary Official Statement and the Official Statement were and
are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c -12) as of their respective
dates.
Section 23. DEPOSIT OF PROCEEDS. With the exception of the proceeds of the
Bonds to be received by the City from the sale of the Bonds applied to the refunding of the
Refunded Obligations pursuant to Section 19, and excluding accrued interest which shall be
deposited into the Interest and Sinking Fund, the remaining proceeds shall be deposited into the
City's General Fund to be used to acquire, construct, and improve the improvements set forth in
Section 1 and to pay the costs of issuance of the Bonds.
Section 24. UNAVAILABILITY OF AUTHORIZED PUBLICATION. If, because
of the temporary or permanent suspension of any newspaper, journal or other publication, or, for
any reason, publication of notice cannot be made meeting any requirements herein established, any
notice required to be published by the provisions of this Ordinance shall be given in such other
manner and at such time or times as in the judgment of the City shall most effectively approximate
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 28
such required publication and the giving of such notice in such manner shall for all purposes of this
Ordinance be deemed to be in compliance with the requirements for publication thereof.
Section 25. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment of principal of or interest on any Bonds or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Bonds.
Section 26. FURTHER PROCEDURES. The officers and employees of the City are
hereby authorized, empowered, and directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge, and deliver in the name and under the
corporate seal and on behalf of the 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
initial sale and delivery of the Bonds, the Purchase Contract, the Paying Agent/Registrar
Agreement, the Escrow Agreement, and the Official Statement. In addition, prior to the initial
delivery of the Bonds, the Mayor, the City Manager or Assistant City Manager, the City Attorney,
and Bond Counsel are hereby authorized and directed to approve any technical changes or
corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, (iii) obtain the approval of the Bonds by the Texas Attorney General's office, [or (iv) to
conform this Ordinance to the provisions of the Commitment for Municipal Bond Insurance]. In
case any officer of the City whose signature shall appear on any Bond shall cease to be such officer
before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all
purposes the same as if such officer had remained in office until such delivery.
The Commitment For Municipal Bond Insurance of MBIA Insurance Corporation relating
to the Bonds is hereby accepted. The premium for the insurance policy shall be paid by the
Underwriter out of the proceeds of the Bonds.
Section 27. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof and
shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and
all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth
herein and to sustain the validity of the Bonds and the validity of the lien on and pledge of the
Pledged Revenues to secure the payment of the Bonds.
Section 28. INCONSISTENT PROVISIONS. All ordinances, orders, or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2.wpd 29
Section 29. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
City and the registered owners of the Bonds, any right, remedy, or claim under or by reason of this
Ordinance or any covenant, condition, or stipulation hereof, and all covenants, stipulations,
promises, and agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and the registered owners of the Bonds.
Section 30. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 32. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
Section 33. INSURANCE.
(a) Insurance Commitment. The COMMITMENT TO ISSUE A FINANCIAL
GUARANTY INSURANCE POLICY (the "Commitment ") from MBIA Insurance Corporation
( "MBIA ") regarding the issuance of a financial guaranty insurance policy (the "Policy ") with respect
to the Bonds is hereby approved and the Mayor is authorized and directed to execute and deliver
the Commitment.
(b) Payments Under the Policy.
A. In the event that, on the second business day, and again on the business day,
prior to the payment date on the Bonds, the Paying Agent/Registrar has not received
sufficient moneys to pay all principal of and interest on the Bonds due on the second
following or following, as the case may be, business day, the Paying Agent/Registrar shall
immediately notify MBIA or its designee on the same business day by telephone or
telegraph, confirmed in writing by registered or certified mail, of the amount of the
deficiency.
B. If the deficiency is made up in whole or in part prior to or on the payment
date, the Paying Agent/Registrar shall so notify the MBIA or its designee.
C. In addition, if the Paying Agent/Registrar has notice that any holder of
Bonds has been required to disgorge payments of principal or interest on the Bonds to a
trustee in Bankruptcy or creditors or others pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes an avoidable preference to such holder
within the meaning of any applicable bankruptcy laws, then the Paying Agent/Registrar shall
Wichita Falls W Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 30
notify MBIA or its designee of such fact by telephone or telegraphic notice, confirmed in
writing by registered or certified mail.
D. The Paying Agent/Registrar is hereby irrevocably designated, appointed,
directed and authorized to act as attorney -in -fact for holders of the Bonds as follows:
1. If and to the extent there is a deficiency in amounts required to pay
interest on the Bonds, the Paying Agent/Registrar shall (a) execute and deliver to
State Street Bank and Trust Company, N.A., or its successors under the Policy (the
"Insurance Paying Agent "), in form satisfactory to the Insurance Paying Agent, an
instrument appointing MBIA as agent for such holders of the Bonds in any legal
proceeding related to the payment of such interest and an assignment to the Insurer
of the claims for interest to which such deficiency relates and which are paid by the
Insurer, (b) receive as designee of the respective holders (and not as Paying
Agent/Registrar) in accordance with the tenor of the Policy payment from the
Insurance Paying Agent with respect to the claims for interest so assigned, and
(c) disburse the same to such respective holders; and
2. If and to the extent of a deficiency in amounts required to pay principal of
the Bonds, the Paying Agent/Registrar shall (a) execute and deliver to the Insurance
Paying Agent in form satisfactory to the Insurance Paying Agent an instrument
appointing MBIA as agent for such holder of bonds in any legal proceeding relating
to the payment of such principal and an assignment to MBIA of any of the Bonds
surrendered to the Insurance Paying Agent of so much of the principal amount
thereof as has not previously been paid or for which moneys are not held by the
Paying Agent/Registered and available for such payment (but such assignment shall
be delivered only if payment from the Insurance Paying Agent is received),
(b) receive as designee of the respective holders (and not as Paying
Agent/Registrar) in accordance with the tenor of the Policy payment therefor from
the Insurance Paying Agent, and (c) disburse the same to such holders.
E. Payments with respect to claims for interest on and principal of Bonds
disbursed by the Paying Agent/Registrar from proceeds ofthe Policy shall not be considered
to discharge the obligation of the Issuer with respect to such Bonds, and MBIA shall
become the owner of such unpaid Bond and claims for the interest in accordance with the
tenor of the assignment made to it under the provisions of this subsection or otherwise.
F. Irrespective of whether any such assignment is executed and delivered, the
Issuer and the Paying Agent/Registrar hereby agree for the benefit of MBIA that:
1. They recognize that to the extent MBIA makes payments, directly
or indirectly (as by paying through the Paying Agent/Registrar), on account of
principal of or interest on the Bonds, MBIA will be subrogated to the rights of the
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 31
holders of such Bonds to receive the amount of such principal and interest from the
Issuer, with interest thereon as provided and solely from the sources stated in this
Ordinance and the Bonds, and
2. They will accordingly pay to MBIA the amount of such principal and
interest (including principal and interest recovered under subparagraph (ii) of the
first paragraph of the Policy, which principal and interest shall be deemed past due
and not to have been paid), with interest thereon as provided in this Ordinance and
the Bonds, but only from the sources and in the manner provided herein for the
payment of principal of and interest on the Bonds to holders, and will otherwise
treat MBIA as the owner of such rights to the amount of such principal and interest.
G. In connection with the issuance of Additional Bonds, the Issuer shell deliver
to MBIA a copy of the disclosure document, if any, circulated with respect to such
Additional Bonds.
H. Copies of any amendments made to the documents executed in connection
with the issuance of the Bonds which are consented to by MBIA shall be sent to Standard
& Poor's Corporation.
I. MBIA shall receive notice of the resignation or removal of the Paying
Agent/Registrar and the appointment of a successor thereto.
J. MBIA shall receive copies of all notices required to be delivered to holders
of the Bonds and, on an annual basis, copies of the Issuer's audited financial statements and
annual budget.
K. Notices: Any notice that is required to be given to a holder of the Bonds or
to the Paying Agent/Registrar pursuant to this Ordinance shall also be provided to MBIA.
All notices required to be given to MBIA under this Ordinance shall be in writing and shall
be sent by registered or certified mail addressed to MBIA Insurance Corporation, 113 King
Street, Armonk, New York 10504 Attention Surveillance.
Section 34. EMERGENCY MEASURE; EFFECTIVE DATE. Pursuant to and solely
for the purpose of complying with Part 1, Section 47 of the City's Charter, this Ordinance is hereby
passed as an emergency measure, to be effective immediately upon enactment, such emergency
being that the financing of the improvements contemplated herein must be achieved as soon as
possible to minimize the cost of such improvements. In addition, this Ordinance authorizes the
issuance of Bonds approved at an election. This Ordinance shall be effective immediately.
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Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2.wpd 32
PASSED AND APPROVED AS BY THE CITY COUNCIL OF THE CITY OF
WICHITA FALLS, TEXAS AT A '191 IF-AL-LE MEETING HELD ON THIS 20th OF
FEBRUARY, 2001. eb%- � C
t
ayor, Cit of Wichita Falls, Texas
ATTEST:
City Cl f, City of Wichita Falls, Texas
(CITY SEAL)
APPROVED AS TO FORM:
By:
City Att ey
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd 33
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 City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The annual audited financial statements of the City of Wichita Falls, Texas or the unaudited
financial statements of the City of Wichita Falls, Texas in the event audited financial statements are
not completed within six months after the end of any Fiscal Year.
2. All quantitative financial information and operating data with respect to the City of the
general type included in Appendix A to the Official Statement under Tables 1, 2, 11, 13, 14, 15, 19,
and 20.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
Wichita Falls GO Bonds 2715.021 Ordinance GO -mtg cpy2. wpd A-1