Ord 52-2015 11/3/2015ORDINANCE 52 -2015
AUTHORIZING THE ISSUANCE OF CITY OF WICHITA FALLS, TEXAS GENERAL OBLIGATION
REFUNDING BONDS, SERIES 2015A AND GENERAL OBLIGATION REFUNDING BONDS, TAXABLE
SERIES 2015B; ESTABLISHING PROCEDURES AND DELEGATING AUTHORITY FOR THE SALE
AND DELIVERY OF THE BONDS; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING
FOR THE SECURITY FOR AND PAYMENT OF SUCH BONDS, DECLARING AN EMERGENCY;
DECLARING AN EFFECTIVE DATE AND AUTHORIZING AND ENACTING OTHER MATTERS AND
PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTY OF WICHITA
CITY OF WICHITA FALLS
WHEREAS, there are presently the outstanding obligations of the City of Wichita Falls, Texas (the
"Issuer ") described in Schedule I attached hereto, collectively, the "Eligible Refunded Obligations ";
WHEREAS, a portion of the Eligible Refunded Obligations were issued as obligations the interest on
which is exempt from federal income tax in accordance with the treatment of the Bonds as obligations described
in section 103 of the Internal Revenue Code of 1986, and the rules and regulations promulgated in connection
therewith (the "Tax- Exempt Refunded Obligations "), and a portion of the Eligible Refunded Obligations were
issued as obligations the interest on which is not exempt from federal income tax (the "Taxable Refunded
Obligations ");
WHEREAS, the Issuer now desires to refund all or part of the Eligible Refunded Obligations, and those
Eligible Refunded Obligations designated by the Pricing Officer in the Pricing Certificate, each as defined below,
to be refunded are herein referred to as the "Refunded Obligations ";
WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue refunding bonds and
to deposit the proceeds from the sale thereof, together with any other available funds or resources, directly with a
paying agent for any of the Refunded Obligations or a trust company or commercial bank that does not act as a
depository for the Issuer and is named in these proceedings, and such deposit, if made before the payinent dates of
the Refunded Obligations, shall constitute the making of firm banking and financial arrangements for the
discharge and final payment of the Refunded Obligations;
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an
escrow or similar agreement with such paying agent for the Refunded Obligations or trust company or commercial
bank with respect to the safekeeping, investment, reinvestment, administration and disposition of any such
deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or commercial bank
may agree;
WHEREAS, this City Council hereby finds and determines that it is a public purpose and in the best
interests of the Issuer to refund the Refunded Obligations in order to achieve a present value debt service savings
of not less than 5.00% with respect to the Tax - Exempt Refunded Obligations, and to achieve a present value debt
service savings of at least 5.00% with respect to the Taxable Refunded Obligations, with such savings, among
other information and terms to be included in a pricing certificate (the `Pricing Certificate ") to be executed by the
Pricing Officer (hereinafter designated), all in accordance with the provisions of Section 1207.007, Texas
Government Code;
WHEREAS, this City Council hereby further finds and determines that the ananner in which the refunding
is being executed, in that the pricing and terms of the bonds hereinafter authorized are to be determined at a future
date pursuant to the provisions of this Ordinance, does not make it practicable to detennine the aaxaount of debt
service loss or debt service savings that will result from the refunding of the Refunded Obligations;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20
years of the date of the bonds hereinafter authorized;
WHEREAS, the Bonds hereinafter authorized to be issued and are to be issued, sold and delivered
pursuant to the general laws of the State of Texas, including Texas Government Code, Chapter 1207, as
amended;
WHEREAS, a portion of the Bonds may be issued as obligations the interest on which is exempt from
federal income tax in accordance with the treatment of the Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986, and the rules and regulations promulgated in connection therewith (the "Tax -
Exempt Bonds "), and a portion of the Bonds may be issued as obligations the interest on which is not exempt
from federal income tax (the "Taxable Bonds "); and
WHEREAS, it is officially found, detennined, and declared that the meeting at which this Ordinance has
been adopted was open to the public and public notice of the time, place and subject matter of the public business
to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the
applicable provisions of Texas Government Code, Chapter 551; Now, Therefore
Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and
effect as if set forth in this Section.
(b) The bonds of the City of Wichita Falls, Texas (the "Issuer ") are hereby authorized to be issued and
delivered in the aggregate principal amount hereinafter provided for the public purpose of providing funds to
refund a portion of the Issuer's outstanding indebtedness and to pay the costs incurred in connection with the
issuance of the Bonds.
(c) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF WICHITA FALLS,
TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 2015A" (with respect to the Tax - Exempt
Bonds) and "CITY OF WICHITA FALLS, TEXAS, GENERAL OBLIGATION REFUNDING BOND,
TAXABLE SERIES 2015B" (with respect to the Taxable Bonds) and initially there shall be issued, sold, and
delivered hereunder fully registered Bonds, without interest coupons, payable to the respective registered owners
thereof (with the initial bonds being made payable to the initial purchaser as described in Section 10 hereof j, or to
the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered
Owner "). The Bonds shall be in the respective denominations and principal amounts, shall be numbered, shall
mature and be payable on the date or dates in each of the years.and in the principal amounts, and shall bear
interest to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in
the Pricing Certificate for such series of Bonds.
Section 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Section 1207.007, Texas Government Code, as amended, the City Manager and
Assistant City Manager /Chief Financial Officer, or either of them (the "Pricing Officer "), are hereby authorized to
act on behalf of the Issuer in selling and delivering the Bonds, determining which of the Eligible Refunded
Obligations shall be refunded and carrying out the other procedures specified in this Ordinance, the amount of
Bonds to be sold as Tax - Exempt Bonds or Taxable Bonds, including, whether the Bonds shall be sold in one or
more series and the date of sale and delivery of each such series, any additional or different designation or title by
which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will
mature, the principal amount to mature in each of such years, the rate of interest to be bome by each such
maturity, the interest payment and record dates, the price and teens upon and at which the Bonds shall be subject
to redemption prior to maturity at the option of the Issuer, as well as any mandatory sinking fund redemption
provisions, conforming the Issuer's continuing disclosure agreement to comply with the requirements of SEC Rule
15c2 -12 and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the
Refunded Bonds, including without limitation establishing the redemption date for and effecting the redemption
of the Refunded Obligations and obtaining municipal bond insurance for all or any portion of the Bonds and
providing for the terms and provisions thereof applicable to the Bonds (including the execution of any
conimitment agreements, membership agreements in mutual insurance companies, and other similar agreements),
all of which shall be specified in the Pricing Certificate; provided that:
(i) the aggregate original principal amount of the Tax - Exempt Bonds shall not exceed
$10,050,000;
(ii) the refunding of the Tax - Exempt Refunded Obligations must produce a present value debt
service savings of at least 5.00 %;
(iii) the true interest cost of the Tax - Exempt Bonds shall not exceed 3.25% per annum provided
that the net effective interest rate on the Bonds shall not exceed the maximum rate set forth in Chapter
1204, Texas Government Code, as amended;
(iv) the final maturity of the Tax - Exempt Bonds may not be later than September 1, 2026;
(v) the aggregate original principal amount of the Taxable Bonds shall not exceed $3,000,000;
(vi) the refunding of the Taxable Refunded Obligations must produce a present value debt
service savings of at least 5.00 %;
(vii) the true interest cost of the Taxable Bonds shall not exceed 4.30% per annum provided
that the net effective interest rate on the Bonds shall not exceed the maximum rate set forth in Chapter
1204, Texas Government Code, as amended;
(viii) the final maturity of the Taxable Bonds may not be later than September 1, 2026;
and
(ix) the delegation made hereby shall expire if not exercised by the Pricing Officer on orbefore
February 1, 2016.
(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an
amount not exceeding the amount authorized in Subsection (a) hereof, which shall be sufficient in amount to
provide for the purposes for which the Bonds are authorized and to pay costs of issuing the Bonds. The Bonds
shall be sold with and subject to such terms as set forth in the Pricing Certificate.
(c) In recognition that a portion of the Bonds may have to be issued as Taxable Bonds with respect to
certain of the refunded obligations, and in order for the City to issue Tax- Exempt Bonds, at a lower interest rate
and comply with Section 9 hereof, the Bonds may be issued as Tax - Exempt Bonds or Taxable Bonds, or a
combination thereof, as set forth in the Pricing Certificate.
Section 3. CHARACTERISTICS OF THE BONDS.
(a) Appointment of Paying Agent / Registrar. The Issuer hereby appoints The Bank of New York Mellon
Trust Company, N.A., Dallas, Texas, to serve as paying agent and registrar for the Bonds (the "Paying
Agent/Registrar"). The Mayor or City Manager is authorized and directed to execute and deliver in the name and
on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying AgentlRegistrar for each series of
Bonds in substantially the form presented at this meeting.
(b) Registration. Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept at the
corporate trust office of the Paying Agent/Registrar books or records for the registration of the transfer,
conversion and exchange of the Bonds (the "Registration Books "), and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar
may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and
exchanges as herein provided within three days of presentation in due and proper form. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each
Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of
each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be
mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have
the right to inspect the Registration Books during regular business hours of the Paying Agent /Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise
required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion,
exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and
exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set
forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other
Bond.
(c) Authentication. Except as provided in subsection (i) of this section, an authorized representative of
the Paying AgentlRegistrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no
such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No
additional ordinances, orders or resolutions need be passed or adopted by the governing body of the Issuer or any
other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof,
and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute Bonds in
the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of
conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon
the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in
the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts.
(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to
act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance.
The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying
Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements
of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled
payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each
registered owner appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
(e) Payment to Registered „Owner. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose
name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect
to such Bond, and for all other purposes whatsoever. The Paying Agent /Registrar shall pay all principal of and
interest on the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as
provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be
valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of
and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as
shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make
payments of principal and interest pursuant to this Ordinance.
(f) Paying Agent /Registrar. The Issuer covenants with the registered owners of the Bonds that at all
tunes while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust
company, financial institution or other agency to act as and perforin the services of Paying AgentlRegistrar for the
Bonds under this Ordinance, and that the Paying Agent /Registrar will be one entity. By accepting the position
and performing as such, each Paying Agent /Registrar shall be deemed to have agreed to the provisions of this
Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent /Registrar.
(g) Substitute Paving Agent /Registrar. The Issuer reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent /Registrar, to be
effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event
that the entity at any time acting as Paying Agent /Registrar (or its successor by merger, acquisition, or other
method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a
competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent /Registrar, the previous Paying
Agent /Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all
other pertinent books and records relating to the 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.
(g) Book -Entry Only System, The Bonds issued in exchange for the Bonds initially issued to the
purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully registered
Bond for each of the maturities thereof and the ownership of each such Bond shall be registered in the name of
Cede & Co., as nominee of The Depository Trust Company of New York ( "DTC "), and except as provided in
subsections (i) and 0) of this Section, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
(h) Blanket Letter of Representations. The previous execution and delivery of the Blanket Letter of
Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions
thereof shall be fully applicable to the Bonds. Notwithstanding anything to the contrary contained herein, while
the Bonds are subject to DTC's Book -Entry Only System and to the extent permitted by law, the Letter of
Representations is hereby incorporated herein and its provisions shall prevail over any other provisions of this
Ordinance in the event of conflict.
(i) Bonds Registered in the Name of Cede & Co. With respect to Bonds registered in the name of Cede
& Co., as nominee of DTC, the Issuer and the Paying Agent /Registrar shaII have no responsibility or obligation to
any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created ( "DTC Participant ") to hold securities to facilitate the clearance and settlement
of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant
holds an interest in the Bonds. Without Iimiting the immediately preceding sentence, the Issuer and the Paying
Agent /Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a registered owner of Bonds, as shown on the Registration
Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person,
other than a registered owner of Bonds, as shown in the Registration Books of any amount with respect.to
principal of or interest on the Bonds. Upon delivery by DTC to the Paying Agent/Registrar of written notice to
the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of
business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
0) Successor Securities Depository; Transfers Outside Book -Entry Only System. In the event that the
Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the
representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Bonds that
they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to
act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more separate Bonds
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC
of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in
the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities
depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Bonds
shall designate, in accordance with the provisions of this Ordinance.
(k) Payments to Cede & Co. Notwitbstanding any other provision of this Ordinance to the contrary, so
long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the manner provided in the representation letter of the Issuer to DTC.
(I) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully registered forin,'A4thout
interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners
thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned,
(iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed,
sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii)
shall be administered and the Paying Agent /Registrar and the Issuer shall have certain duties and responsibilities
with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the
FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this
Ordinance is not required to be, and shall not be, authenticated by the Paying Agent /Registrar, but on each
substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the
Paying Agent /Registrar shall execute the Paying Agent/registrar's Authentication Bond, in the FORM OF BOND
set forth in this Ordinance.
(m) Cancellation of Initial Bonds. On the closing date, one initial Bond representing the entire principal
amount of a series of the Bonds, payable in stated installments to the purchaser designated in Section 10 or its
designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by
the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the
State of Texas, will be delivered to such purchaser or its designee. Upon payment for such initial Bond, the
Paying Agent /Registrar shall cancel such initial Bond and deliver to the Depository Trust Company on behalf of
such purchaser one registered definitive Bond for each year of maturity of such Bonds, in the aggregate principal
amount of all of the Bonds for such maturity.
Section 4. FORM OF BONDS. The foray of the Bonds, including the form of Paying Agent/Registrar's
Authentication Certificate, the forma of Assignment and the form of Registration Certificate of the Comptroller of
Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this
Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or
insertions as are permitted or required by this Ordinance, and with the Bonds to be completed with information
set forth in the Pricing Certificate.
(a) Form of Bond.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS
CITY OF WICHITA FALLS, TEXAS
GENERAL OBLIGATION REFUNDING BOND
[TAXABLE] SERIES 2015
Interest Rate Dated Date Maturity Date CUSIP No.
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the City of Wichita Falls, in Wichita County, Texas (the
"Issuer "), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to
the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner "), on the
Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the
unpaid principal amount hereof (calculated on the basis of a 360 -day year of twelve 30 -day months) from
at the Interest Rate per annum specified above. Interest is payable on ,
and semiannually on each and thereafter to the Maturity Date specified
above, or the date of redemption prior to maturity; except, if this Bond is required to be authenticated and the date
of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear
interest from the interest payment date next preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment date, in which case
such principal amount shall bear interest from such next following interest payment date; provided, however, that
if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has
been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States
of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered
owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption
prior to maturity, at the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A,
DallasTexas, which is the "Paying Agent /Registrar" for this Bond. The payment of interest on this Bond shall be
madc by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or
draft, dated as of such interest payment date, drawn by the Paying AgentlRegistrar on, and payable solely from,
funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance ") to be
on deposit with the Paying Agent /Registrar for such purpose as hereinafter provided; and such check or draft shall
be sent by the Paying Agent /Registrar by United States mail, first -class postage prepaid, on each such interest
payment date, to the registered owner hereof, at its address as it appeared on the 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 maybe 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 postageprepaid,
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 availing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as
provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for payment or
redemption at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the
registered owner of this Bond that on or before each principal payment date and interest payment date for this
Bond it will awake 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 iananediately available funds, of all principal
of and interest on the Bonds, when due.
IF THE DATE for any payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a
legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which
banking institutions are authorized to close; and payment on such date shall have the same force and effect as if
made on the original date payment was due.
THIS BOND is one of a series of Bonds dated , authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $ for the public
purposes of refunding certain outstanding obligations of the Issuer, and to pay the costs incurred in connection
with the issuance of the Bonds.
ON , or on any date thereafter, the Bonds of this series maybe redeemed prior
to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source,
as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected
and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of
$5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date faxed
for redemption.
THE BONDS scheduled to mature on in the years and (the "Tenn Bonds ")
are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary
method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to
the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Bonds, on
the dates and in the respective principal amounts, set forth in the following schedule:
Tenn Bond
Maturity: ,
Tenn Bond
Maturity: ,
Principal Principal
Mandatory Redemption Date Amount Mandatory Redemption Date Amount
(maturity) (maturity)
The principal amount of Tenn Bonds of a stated maturity required to be redeemed on any mandatory
redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced,
at the option of the District, by the principal amount of any Term Bonds of the same maturity which, at least 50
days prior to a mandatory redemption date (1) shall have been acquired by the District at a price not exceeding the
principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the
Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying
Agent /Registrar at the request of the District at a price not exceeding the principal amount of such Tenn Bonds
plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption
provisions and not theretofore credited against a mandatory redemption requirement.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been
deposited with the Paying Agent /Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subject
to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or
prior to the redemption date. If such redemption is not effectuated, the Paying Agent /Registrar shall, within five
days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not
so received and shall rescind the redemption.
AT LEAST 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 45th day prior to such redemption date;
provided, however, that the failure of the registered owner to receive such notice, or any defect therein or in the
sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of
any Bond. By the date fixed for any such redemption due provision shall be made with the Paying
Agent /Registrar for the payment of the required redemption price for the Bonds or portions thereof that are to be
so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as
provided above, the Bonds or portions thereof that are to be so redeemed thereby automatically shall be treated as
redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption,
and they shall not be regarded as being outstanding except for the right of the registered owner to receive the
redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any
Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same
rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the
registered owner, and in aggregate principal arnount 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 fullyregistered 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 assigmment 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 naives this Bond or any such
portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond
may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and
other instruments of assignment satisfactory to the Paying Agent /Registrar may be used to evidence the
assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The Paying
Agent /Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and
exchanging any Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or
governmental charges required to be paid with respect thereto shall be paid by the one requesting such
assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The
Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the
period coimnencing with the close of business on any Record Date and ending with the opening of business on the
next following principal or interest payment date, or (ii) with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent /Registrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a
competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered
owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized,
issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done
precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been
done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest
on and principal of this Bond, as such interest comes due and such principal matures, have been levied and
ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within
the limit prescribed by law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and
under some (but not all) circumstances amendments thereto must be approved by the registered owners of a
majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the
terns and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that
the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the
governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance
constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile
signature of the Mayor of the Issuer (or in the Mayor's absence, the Mayor Pro Tern of the Issuer) and
countersigned with the manual or facsimile signature of the City Clerk of said Issuer, and has caused the official
seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature) (signature)
City CIerk Mayor
10
(SEAL)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT /REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Bond Ordinance
described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of,
or in exchange for, a bond, bond s, or a portion of a bond or bond s of a series that originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of
Texas.
Dated: The Bank of New York Mellon Trust Company, N.A.
Dallas, Texas
Paying Agent/Registrar
(c) Form of Assignment.
IC
Authorized Representative
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
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NOTICE: The signature above inust correspond with
the name of the Registered Owner as it appears upon
the front of this Bond in every particular, without
alteration or enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Com troller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that there is on file and of record in my office a true and correct copy of the opinion of the
Attorney General of the State of Texas approving this Bond and that this Bond has been registered this day by
me.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(c) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity
Date" shall both be completed with the words "As shown below" and "CUSIP No. " shall
be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF WIICHITA FALLS, TEXAS, in Wichita County, Texas (the "Issuer "), being a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner "), on in
each of the years, in the principal installments and bearing interest at the per annum rates set forth in the
following schedule:
Years Principal Amount Interest Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360 -day
year of twelve 30 -day months) from at the respective Interest Rate per annum specified
above. Interest is payable on , and semiannually on each and
thereafter to the date of payment of the principal installment specified above, or the date of
redemption prior to maturity; except, that if this 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 payinent date, in which case such principal
amount shall bear interest from such next following interest payment date; provided, however, that if on the date
of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due
but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in
full."
C. The Initial Bond shall be numbered "T -1."
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Section 5. INTEREST AND SINKING FUND.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by
the Issuer as a separate fund or account and the funds therein shall be deposited into and held at an official
depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other
funds and accounts of said Issuer, and shall be used only for paying the interest on and principal of said Bonds.
All amounts received from the sale of the Bonds as accrued interest shall be deposited upon receipt to the Interest
and Sinking Fund, and all ad valorem taxes levied and collected for and on account of said Bonds shall be
deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Bonds
are outstanding and unpaid, the governing body of said Issuer shall compute and ascertain a rate and amount of ad
valorem tax that will be sufficient to raise and produce the money required to pay the interest on said Bonds as
such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Bonds
as such principal matures (but never less than 2% of the original amount of said Bonds as a sinking fund each
year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances being made
for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and
is hereby ordered to be levied, against all taxable property in said Issuer, for each year while any of said Bonds are
outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of
the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the
interest on and principal of said Bonds, as such interest comes due and such principal matures, are hereby pledged
for such payment, within the limit prescribed by law. If lawfully available moneys of the Issuer are actually on
deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied
for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to this
Section may be reduced to the extent and by the amount of the lawfully available funds then on deposit in the
Interest and Sinking Fund.
(b) Article 1208, Govermrnent Code, applies to the issuance of the Bonds and the pledge of the taxes
granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas law be
amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the
pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter
9, Business & Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in
said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of a
security interest in said pledge to occur.
Section b. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a
"Defeased Bond ") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this
Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date
be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the
terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or
making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrnunent (the
"Future Escrow Agreement ") for such payment (1) lawful money of the United States of America sufficient to
make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at
such times as will 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 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
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deten-nination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified
in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing
for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption;
(2) gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following the
making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption
notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent /Registrar may at the written direction of the Issuer
be invested in Defeasance Securities, maturing in the amounts and tithes as hereinbefore set forth, and all income
from such Defeasance Securities received by the Paying Agent /Registrar that is not required for the payment of
the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to
the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the
money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other
Defeasance Securities upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this
Section. All income from such Defeasance Securities received by the Paying Agent /Registrar which is not
required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall
be rernitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or hereafter authorized
by State law that are eligible to refund, retire or otherwise discharge obligations such as the Bonds.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent /Registrar shall
perform the services of Paying Agent /Registrar for such Defeased Bonds the same as if they had not been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a
maturity, the Paying Agent /Registrar shall select, or cause to be selected, such amount of Bonds by such random
method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent /Registrar shall cause to be printed, executed and delivered, a new Bond of the same
principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in
replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen
or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of
loss, theft or destruction of a Bond, the registered owner applying for a replacement Bond shall furnish to the
Issuer and to the Paying Agent /Registrar such security or indernnity as may be required by them to save each of
them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a
Bond, the registered owner shall furnish to the Issuer and to the Paying Agent /Registrar evidence to their
satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or
mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond
so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any
such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal
of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same
14
(without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement
Bond, provided security or indeirmity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying
Agent /Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in
connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the
fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not
the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government Code,
this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond without
necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the
replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided
in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S
OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED;
ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer and each Pricing Officer are hereby authorized to have control of the Bonds
initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending
their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas,
and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall
manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond
Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds issued and
delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and
information of the registered owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear
an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial
purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel
to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Bonds to the
initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with issuance, sale and
delivery of the Bonds is hereby approved and confirmed. The execution and delivery of an engagement letter
between the Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such form
as may be approved by the Mayor or the City Manager, and the Mayor or the City Manager is hereby authorized
to execute such engagement letter.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE TAX-
EXEMPT BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action
that would adversely affect, the treatment of the Tax - Exempt Bonds as obligations described in section 103 of the
Internal Revenue Code of 1986, as amended (the "Code "), the interest on which is not includable in the "gross
income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as
follows:
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(1) to take any action to assure that no more than 10 percent of the proceeds of the Tax - Exempt
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as
defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects
financed or refinanced by the Tax - Exempt Bonds or the Tax - Exempt Refunded Obligations (the
"Project ") are so used, such amounts, whether or not received by the Issuer, with respect to such private
business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Tax -
Exempt Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described in
subsection (1) hereof exceeds 5 percent of the proceeds of the Tax - Exempt Bonds or the projects
financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5
percent is used for a "private business use" that is "related" and not "disproportionate," within the
meaning of section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5
percent of the proceeds of the Tax - Exempt Bonds (less amounts deposited into a reserve fund, if any) is
directly or indirectly used to finance loans to persons, other than state or local governmental units, in
contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Tax - Exempt Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Tax - Exempt Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Tax - Exempt Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment
property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the
tenn of the Tax - Exempt Bonds, other than investment property acquired with -
(A) proceeds of the Tax - Exempt 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 Tax - Exempt Bonds are issued, and in the case
of a current refunding bond, for a period of 90 days or less,
(B) amounts invested in a bona fide debt service fund, within the meaning of section
1.148 -1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Tax - Exempt Bonds or amounts treated as
proceeds of the Tax - Exempt Bonds, as may be necessary, so that the Tax - Exempt Bonds do not
otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five -year period (beginning
on the date of delivery of the Tax- Exempt 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 Tax - Exempt 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.
16
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is
hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be
subject to the claim of any other person, including without Iimitation the Tax - Exempt Bondholders. The Rebate
Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands
that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of
the Tax - Exempt Bonds, transferred proceeds (if any) and proceeds of the Tax - Exempt Refunded Obligations
expended prior to the date of issuance of the Tax - Exempt Bonds. It is the understanding of the Issuer that the
covenants contained herein are intended to assure compliance with the Code and any regulations or rulings
promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated that modify or expand provisions of the Code, as applicable to the Tax - Exempt 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 Tax - Exempt Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated that impose additional requirements applicable to the Tax - Exempt 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 Tax - Exempt
Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs
the Mayor, City Manager or Assistant City Manager /Chief Financial Officer of the Issuer to execute any
documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that
may be permitted by the Code as are consistent with the purpose for the issuance of the Tax - Exempt Bonds.
(d) Disposition of Projects. The Issuer covenants that the Projects will not be sold or otherwise
disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer
obtains an opinion of nationally- recognized bond counsel that such sale or other disposition will not adversely
affect the tax - exempt status of the Tax - Exempt 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 a legal opinion that such failure to comply will not adversely affect the excludability for
federal income tax proposes from gross income of the interest.
(e) Covenants Regarding Taxable Bonds. In order to maintain the tax exemption of interest on the Tax -
Exempt Bonds, all payments received by the Issuer pursuant to agreements for the payment of the costs of
projects that are funded with the proceeds of the Taxable Refunded Obligations, other than payments for
ordinary and necessary operation and maintenance expenses, shall be deposited to the credit of separate and
special "Interest and Sinking Funds" established for the exclusive benefit of the owners and holders of such
Taxable Refunded Obligations and the Taxable Bonds and shall be used to pay debt service on such Taxable
Refunded Obligations and the Taxable Bonds. Such payments shall be used solely for such purpose, unless the
Issuer obtains an opinion of nationally recognized bond counsel that the use of such payments for anotherpurpose
will not adversely affect the tax - exempt status of the Tax - Exempt Bonds. Holders of the Tax- Excznpt Refunded
Obligations and Tax - Exempt Bonds shall have no right to the payment of such amount deposited to such "Interest
and Sinking Funds."
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER
PROCEDURES.
(a) Each series of Bonds shall be sold and delivered subject to the provisions of Section 1 and Section 3
and pursuant to the terms and provisions of a bond purchase agreement (the "Purchase Agreement ") which the
Pricing Officer is hereby authorized to execute and deliver and in which the purchaser or purchasers (the
17
"Underwriters ") of the Bonds shall be designated. The Bonds shall initially be registered in the name of the
purchaser thereof as set forth in the Pricing Certificate.
(b) The Mayor and City CIerk are further authorized and directed to execute and deliver for and on
behalf of the Issuer copies of a Preliminary Official Statement and Official Statement, prepared in connection
with the offering of the Bonds by the Purchasers, in final form as may be required by the Purchasers, and such
final Official Statement in the form and content as approved by the Pricing Officer or as manually executed by
said officials shall be deemed to be approved by the City Council of the Issuer and constitute the Official
Statement authorized for distribution and use by the Purchasers. The form and substance of the Preliminary
Official Statement for the Bonds and any addenda, supplement or amendment thereto, all as approved by the
Pricing Officer, are hereby deemed to be approved in all respects by the City Council of the Issuer, and the
Preliminary Official Statement is hereby deemed final as of its date (except for the omission of pricing and related
information) within the meaning and for the purpose of paragraph (b)(1) of the Rule (hereinafter defined).
(c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, to obtain from a
municipal bond insurance company so designated in the Pricing Certificate (the "Insurer ") a municipal bond
insurance policy (the "Insurance Policy ") in support of the Bonds. To that end, should the Pricing Officer
exercise such authority and commit the Issuer to obtain a municipal bond insurance policy, for so long as the
Insurance Policy is in effect, the requirements of the Insurer relating to the issuance of the Insurance Policy as set
forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all
purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall have
the authority to execute any documents to effect the issuance of the Insurance Policy by the Insurer.
(d) The Mayor and Mayor Pro Tem, the City Clerk and the Pricing shaII be and they are hereby
expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts
and things and to execute, acknowledge and deliver in the naive such documents, certificates and other
instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance, the Bonds, the sale of the Bonds and the Official Statement. In case any officer
whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery.
Section 11. DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is
hereby declared to be an Event of Default:
(i) the failure to snake payment of the principal of or interest on any of the Bonds when the same
becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or obligation of
the City, the failure to perform which materially, adversely affects the rights of the registered owners of
the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this
Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by
any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered Owner
or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may
proceed against the City for the purpose of protecting and enforcing the rights of the Registered Owners
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below:
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any
court of competent jurisdiction, for any relief permitted by law, including the specific perfonmance of any
covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in
violation of any right of the Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity;
provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the
debt evidenced by the Bonds shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any
other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered
Owner agrees that the certifications required to effectuate any covenants or representations contained in
this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge
against the officers, employees or trustees of the City or the City Council.
Section 12. COMPLIANCE WITH RULE 15c2 -12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms
"MSRB" means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports.
(i) The Issuer shall provide annually to the MSRB, in an electronic format as prescribed by the
MSRB, within six months after the end of each fiscal year ending in or after 2015, financial information
and operating data with respect to the Issuer of the general type described in the Pricing Certificate. The
Issuer will additionally provide audited financial statements when and if available, and in any event,
within 12 months after the end of each fiscal year ending in or after 2015. If the audit of such financial
statements is not complete within 12 months after any such fiscal year end, then the Issuer will file
unaudited financial statements within such 12 month period and audited financial statements for the
applicable fiscal year, when and if the audit report on such statements becomes available. Any financial
statements so to be provided shall be prepared in accordance with the accounting principles described in
Appendix B to the Official Statement, or such other accounting principles as the Issuer may be required
to employ from time to time pursuant to state law or regulation.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide
financial information and operating data pursuant to this Section. The financial information and
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operating data to be provided pursuant to this Section may be set forth in full in one or more documents
or may be included by specific reference to any document that is available to the public on the MSRB's
internet website or filed with the SEC. All documents provided to the MSRB pursuant to this Section
shall be accompanied by identifying infon- nation as prescribed by the MSRB.
(c) Event Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a
timely manner (but not in excess of ten business days after the occurrence of the event) of any of the
following events with respect to the Bonds, if such event is material within the meaning of the federal
securities laws:
1. Non - payment related defaults;
2. Modifications to rights of Bondholders;
3. Bond calls;
4. Release, substitution, or sale of property securing repayment of the Bonds;
5. The consummation of a merger, consolidation, or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person, other than in
the ordinary course of business, the entry into a definitive agreement to undertake such an action
or the termination of a definitive agreement relating to any such actions, other than pursuant to
its terms; and
6. Appointment of a successor or additional trustee or the change of name of a trustee.
(ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a
timely manner (but not in excess of ten business days after the occurrence of the event) of any of the
following events with respect to the Bonds, without regard to whether such event is considered material
within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Fonn 5701 —TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
6. Tender offers;
7. Defeasances;
S. Rating changes; and
9. Bankruptcy, insolvency, receivership or similar event of an obligated person.
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(iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to
provide financial information or operating data in accordance with subsection (b) of this Section by the
time required by such subsection.
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds
within the meaning of the Rule, except that the Issuer in any event will give notice ofanydeposit made in
accordance with this Ordinance or applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only
the financial information, operating data, financial statements, and notices which it has expressly agreed
to provide pursuant to this Section and does not hereby undertake to provide any other information that
may be relevant or material to a complete presentation of the Issuer`s financial results, condition, or
prospects or hereby undertake to update any information provided in accordance with this Section or
otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty
concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,
IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or perfonning its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make filings with or provide notices to
entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with respect to the
Bonds in accordance with the Rule as amended. The provisions of this Section may be amended by the
Issuer from time to time to adapt to changed circumstances that arise from a change in legal
requirements, a change in law, or a change in the identity, nature, status, or type of operations of the
Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter
to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into
account any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an amendment) of
the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer
(such as nationally recognized bond counsel) determined that such amendment will not materially impair
the interest of the registered owners and beneficial owners of the Bonds. The Issuer may also amend or
repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
provisionn of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter
from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Issuer so amends
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the provisions of this Section, it shall include with any amended financial information or operating data
next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the
reason for the amendment and of the impact of any change in the type of financial information or
operating data so provided.
Section 13. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terns and conditions, to wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by
paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission
in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights
or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions
of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this
Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from
time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of
the Issuer's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount
51 % of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment
shall have the right from time to time to approve any amendment hereto that may be deemed necessary or
desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal
amount of the then outstanding Bonds, nothing herein contained shall pennit or be construed to permit
amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any
outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Bonds or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of Bonds necessary
for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send
by U.S. mail to each registered owner of the affected Bonds a copy of the proposed amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the Issuer shall receive
an instrument or instruments executed by the holders of at least 51 % in aggregate principal amount of all of the
Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the
proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt
the amendment in substantially the same fon-n.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the
respective rights, duties, and obligations of the Issuer and all holders of such affected Bonds shall thereafter be
determined, exercised, and enforced, subject in all respects to such amendment.
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(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be
irrevocable for a period of six months from the date of mailing of the notice provided for in this Section, and shall
be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be
revoked at any time after six months from the date of the mailing of said notice by the holder who gave such
consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the
holders of 51 % in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted
revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the registration
of the ownership of such Bonds on the registration books kept by the Paying Agent /Registrar.
Section 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. In furtherance
of authority granted by Section 1207.007(b), Texas Government Code, the Mayor or the Pricing Officer are
further authorized to enter into and execute on behalf of the Issuer with the escrow agent named therein, an
escrow or similar agreement, in the form and substance as shall be approved by the Pricing Officer, which
agreement will provide for the payment in full of the Refunded Obligations. In addition, the Mayor or the Pricing
Officer is authorized to purchase such securities, to execute such subscriptions for the purchase of the Escrowed
Securities (as defined in the agreement), if any, and to authorize such contributions for the escrow fund as
provided in the agreement.
Section 15. REDEMPTION OF REFUNDED OBLIGATIONS.
(a) Subject to execution and delivery of the Purchase Agreement with the Purchaser, the Issuer hereby
directs that the Refunded Obligations be called for redemption on the dates and at such prices as set forth in the
Pricing Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be issued a Notice
of Redemption of the Refunded Obligations to the paying agent for the Refunded Obligations.
(b) In addition, the paying agent for the Refunded Obligations is hereby directed to provide the
appropriate notices of redemption and defeasance as specified by the ordinances authorizing the issuance of
Refunded Obligations and is hereby directed to snake appropriate arrangements so that the Refunded Obligations
may be redeemed on their redemption dates. The Refunded Obligations shall be presented for redemption at the
paying agents therefor, and shall not bear interest after the date fixed for redemption.
(c) If the redemption of the Refunded Obligations results in the partial refunding of any maturity of the
Refunded Obligations, the Pricing Officer shall direct the paying agentlregistrar for the Refunded Obligations to
designate at random and by lot which of the Refunded Obligations will be payable from and secured solely from
ad valorem taxes of the Issuer pursuant to the ordinance of the Issuer authorizing the issuance of such Refunded
Obligations (the "Refunded Bond Ordinance "). The paying agent /registrar shall notify by first -class mail all
registered owners of all affected bonds of such maturities that: (i) a portion of such bonds have been refunded and
are secured until final maturity solely with cash and investments maintained by the Escrow Agent in the Escrow
Fund, (ii) the principal amount of all affected bonds of such maturities registered in the name of such registered
owner that have been refunded and are payable solely from cash and investments in the Escrow Fund and the
remaining principal amount of all affected bonds of such maturities registered in the name of such registered
owner, if any, have not been refunded and are payable and secured solely from ad valorem taxes of the Issuer
described in the Refunded Obligation Ordinance, (iii) the registered owner is required to submit his or her
Refunded Obligations to the paying agent /registrar, for the purposes of re- registering such registered owner's
bonds and assigning new CUSIP numbers in order to distinguish the source of payment for the principal and
interest on such bonds, and (iv) payment of principal of and interest on such bonds may, in some circumstances,
be delayed until such bonds have been re- registered and new CUSIP numbers have been assigned as required by
(iii) above.
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(d) The source of funds for payment of the principal of and interest on the Refunded Obligations on their
respective maturity or redemption dates shall be from the funds deposited with the Escrow Agent pursuant to the
Escrow Agreement approved in Section 14 of this Ordinance.
Section 16. APPROPRIATION. To pay the debt service coming due on the Bonds, if any, prior to
receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand,
which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt
service, and such amount shall be used for no other purpose.
Section 17. SEVERABILITY. If any section, article, paragraph, sentence, clause, please or word in this
Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of
competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance,
despite such invalidity, which remaining portions shall remain in full force and effect.
Section 18. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal of or
interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official or employee of the
City or any person executing any Bond.
Section 19. OPEN MEETING. It is hereby officially found and determined that the meeting at which
this Ordinance was adopted was open to the public, and that public notice of the time, place and purpose of said
meeting was given, all as required by Chapter 551, Texas Government Code.
Section 20, EMERGENCY. It is hereby officially found and detennined: that a case of emergency or
urgent public necessity exists which requires the holding of the meeting at which this Ordinance is passed, such
emergency or urgent public necessity being that it is necessary that the Refunded Obligations be defeased,
refunded and redeemed and that the proceeds from the sale of the Bonds are required as soon as possible and
without delay to allow to achieve the savings set forth in the recitals of this Ordinance, thus freeing other funds
necessary to maintain certain covenants with respect to the Issuer's outstanding Water and Sewer System Bonds.
Section 21. IMMEDIATE EFFECTIVE DATE. This Ordinance shall take effect and be in force
immediately upon and after its adoption by the City Council in accordance with the provisions of Section
1201.028, Texas Government Code and the provisions of the City Charter of the Issuer, and it is accordingly so
ordained.
(Execution Page Follows)
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PASSED, APPROVED AND EEFECTINTE this
APPROVED AS TO LEGAL F R :
City Attomey
City of Wichita Falls, Texas
Mayor
City of Wichita Falls, Teas
[CITE' SEAL]
SCHEDULEI
SCHEDULE OF ELIGIBLE REFUNDED OBLIGATIONS
City of Wichita Falls, Texas Combination Tax and Revenue Certificates of Obligation, Series 2006A, dated
November 15, 2006, maturities September 1 in the years 2016 through 2026, inclusive.
City of Wichita Falls, Texas, Combination Tax and Revenue Certificate of Obligation, Taxable Series 2006B,
dated November 15, 2006, maturities September lin the years 2016 through 2026, inclusive