Ord 065-2004 9/7/2004CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTY OF WICHITA
CITY OF WICHITA FALLS
We, the undersigned officers of the City of Wichita Falls, Texas (the "City "), hereby certify as follows:
1. The City Council of the City (the "City Council ") convened in REGULAR MEETING ON THE 7'H DAY OF
SEPTEMBER, 2004 (the "Meeting "), and the roll was called of the duly constituted officers and members of the City
Council, to -wit:
William K. Altman
Mayor
Arthur Bea Williams
Councilor
Linda Ammons
Councilor
James Esther, Jr.
Councilor
Mike Norrie
Councilor
Ray Gonzalez
Councilor
Charles Elmore
Councilor
Lydia Torres -Ozuna
City Clerk
and all of such persons were present, thus constituting a quorum. Whereupon, among other business, the following was
transacted at the Meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF WICHITA
FALLS, TEXAS COMBINATION TAX AND REVENUE REFUNDING BONDS,
SERIES 2004; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING
FOR THE SECURITY FOR AND PAYMENT OF SUCH BONDS; AUTHORIZING
THE EXECUTION OF A BOND PURCHASE AGREEMENT, AN ESCROW
AGREEMENT, AND A PAYING AGENT /REGISTRAR AGREEMENT; APPROVING
THE OFFICIAL STATEMENT; DECLARING AN EMERGENCY; DECLARING AN
EFFECTIVE DATE; AND AUTHORIZING AND ENACTING OTHER MATTERS
AND PROVISIONS RELATING TO THE SUBJECT
was duly introduced for the consideration of the City Council and read in full (the "Ordinance "). It was then duly moved
and seconded that the Ordinance be passed; and, after due discussion, the motion, carrying with it the passage of the
Ordinance, prevailed and carried by the following vote:
AYES: All members of said City Council shown
present above voted "Aye ", except
as shown below.
NOES: None.
2. That a true, full, and correct copy of the Ordinance passed at the Meeting is attached to and follows this
Certificate; that the Ordinance has been duly recorded in the City Council's minutes of the Meeting; that the above and
foregoing paragraph is a true, full, and correct excerpt from the City Council's minutes of the Meeting pertaining to the
passage of the Ordinance, that the persons named in the above and
foregoing paragraph are the duly chosen, qualified, and acting officers and members of the City Council as indicated therein;
that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in
advance, of the time, place, and purpose of the Meeting, and that the Ordinance would be introduced and considered for
passage at the Meeting, and each of said officers and members consented, in advance, to the holding of the Meeting for such
purpose; and that the Meeting was open to the public, and public notice of the time, place, and purpose of the Meeting was
given, all as required by Chapter551, Texas Government Code.
3. That the Mayor of the City has approved, and hereby approves, the Ordinance; that the Mayor and the City Clerk
of the City have duly signed the Ordinance; and that the Mayor and the City Clerk of the City hereby declare that their
signing of this Certificate shall constitute the signing of the attached and following copy of the Ordinance for all purposes.
4. That the Ordinance has not been modified, amended or repealed and is in full force and effect on and as of the
date hereof.
SIGNED AND SEALED this
i , !•V
City Clerk
(SEAL)
ORDINANCE NO. 65 -2004
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF WICHITA FALLS, TEXAS
COMBINATION TAX AND REVENUE REFUNDING BONDS, SERIES 2004; LEVYING AN ANNUAL
AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SUCH
BONDS; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT, AN ESCROW
AGREEMENT, AND A PAYING AGENT /REGISTRAR AGREEMENT; APPROVING THE OFFICIAL
STATEMENT; 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, the City of Wichita Falls, Texas (the "Issuer ") has previously issued, and there are presently
outstanding, bonds of the Issuer payable from a lien on and pledge of the net revenues of the Issuer's combined
waterworks and sewer system (the "Water and Sewer System Bonds "); and
WHEREAS, the Issuer now desires to refund the outstanding principal amount of one series of the
Water and Sewer System Bonds, such series of bonds being designated as City of Wichita Falls, Texas Water
and Sewer System Subordinate Lien Refunding Revenue Bonds, Series 1998A, maturing on August 1, 2005
through August 1, 2012, in the aggregate principal amount of $19,465,000 (the "Refunded Bonds "); and
WHEREAS, the City Council of the Issuer deems it advisable to refund the Refunded Bonds in order
to achieve a debt service savings of approximately $916,187.21 and a net present value savings of
approximately $812,286.00; and
WHEREAS, Chapter 1207, Texas Government Code ( "Chapter 1207 "), authorizes the Issuer to issue
refunding bonds to refund a general or special obligation of the Issuer, and to deposit the proceeds from the
sale thereof, and any other available funds or resources, directly with a place of payment (paying agent) for
the Refunded Bonds, and such deposit, if made before such payment dates, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and
WHEREAS, Chapter 1207 authorizes the Issuer to enter into an escrow agreement with any paying agent
for the Refunded Bonds 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 may agree,
provided that such deposits may be invested and reinvested only in direct obligations of the United States of
America, including Bonds the principal of and interest on which are unconditionally guaranteed by the United
States of America, and which shall mature and bear interest payable at such times and in such amounts as will
be sufficient to provide for the scheduled payment or prepayment of the Refunded Bonds;
WHEREAS, Wells Fargo Bank, N.A. is a paying agent for the Refunded Bonds and the Escrow
Agreement, wherein Wells Fargo Bank, N.A. is the Escrow Agent, hereinafter authorized constitutes an escrow
agreement of the kind authorized and permitted by said Chapter 1207; and
WHEREAS, all the Refunded Bonds mature or are subject to redemption prior to maturity within 20
years of the date of the bonds hereinafter authorized; and
WHEREAS, the bonds hereafter authorized are being issued and delivered pursuant to Chapter 1207;
and
WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has
been adopted was open to the public and public notice of the time, place and subject matter of the public
business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required
by the applicable provisions of Chapter 551, Texas Government Code, as amended Tex. Gov't Code Ann. ch.
551; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. 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.
The Bonds of the Issuer are hereby authorized to be issued and delivered in the aggregate principal amount of
$18,840,000 for the purposes of providing funds to refund the Refunded Bonds.
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS AND MATURITIES OF
BONDS. Each Bond issued pursuant to this Ordinance shall be designated: "CITY OF WICHITA FALLS,
TEXAS COMBINATION TAX AND REVENUE REFUNDING BOND, SERIES 2004" (the "Bonds ") and
initially there shall be issued, sold, and delivered hereunder one fully registered Bond, without interest coupons,
dated September 1, 2004, in the principal amount stated above and in the denominations hereinafter stated,
numbered T -1, with bonds issued in replacement thereof being in the denominations and principal amounts
hereinafter stated and numbered consecutively from R -1 upward, payable to the registered owner thereof, or
to the registered assignee of said Bond (in each case, the "Registered Owner "), (with the initial bond being made
payable to the initial purchaser as described in Section 10 hereof), and said bonds shall mature and be payable
serially on August 1 in each of the years and in the principal amounts, respectively, and shall bear interest from
the dates specified in the FORM OF BOND set forth in Section 4 of this Ordinance to their respective dates
of maturity at the rates per annum, as set forth in the following schedule:
YEAR
PRINCIPAL AMOUNT($)
INTEREST RATE ( %)
2005
685,000
2.00
2006
640,000
2.25
2007
650,000
2.75
2008
3,115,000
3.50
2009
3,230,000
5.00
2010
3,375,000
3.50
2011
3,500,000
4.00
2012
3,645,000
5.00
Section 3. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and
Exchange, Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of
Wells Fargo, N.A., Houston, Texas, the "Paying Agent/Registrar "), books or records for the registration ofthe
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. 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.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such
Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar
promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional
ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other
body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and
the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the
manner prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and strength.
Pursuant to Chapter 1201, Government Code, as amended, 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 that initially were issued and delivered pursuant to this Ordinance, approved by the
Attorney General and registered by the Comptroller of Public Accounts.
(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this
Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the
Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all
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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 past due interest shall be sent at least five
(5) business days prior to the Special Record Date by United States mail, first -class postage prepaid, to the
address of each registered owner appearing on the Registration Books at the close of business on the last
business day next preceding the date of mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with
the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) shall be in
the denominations, (iii) may be converted and exchanged for other Bonds, (iv) may be transferred and assigned,
(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
Bond 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 CERTIFICATE, in the form set forth in the FORM OF
BOND.
(d) The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are
outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution,
or other entity to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance,
and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option,
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. By accepting the position and performing as such, each Paying Agent/Registrar shall be
deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(e) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to
any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying
Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by manual execution
of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying
Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed
Certificate of Paying Agent/Registrar described above, the Initial Bond delivered on the closing date shall have
attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance,
manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly authorized agent,
which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the
State of Texas and that it is a valid and binding obligation of the Issuer, and has been registered by the
Comptroller.
(f) Book - Entry System. The Bonds issued in exchange for the Bond initially issued to the initial
purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each
of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the
name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( "DTC "), and
except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede
& Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the
Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations on whose behalf DTC was created
( "DTC Participant ") to hold securities to facilitate the clearance and settlement of securities transactions among
DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds.
Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any
other person, other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with
respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Registered
Owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on
the Bonds. 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 evidencing the obligation of the Issuer to make payments of principal
and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice
to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close
of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of
DTC.
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.
(g) Successor Securities Depository; Transfers Outside Book-Entry Only In the event that
the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the
representations 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 certificated 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 ofthis Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the manner provided in the representations letter of the Issuer to DTC.
(i) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire principal
amount of the Bonds, payable in stated installments to the purchaser designated in Section 13 or its designee,
executed by manual or facsimile signature of the Mayor and City Clerk of the Issuer, approved by the Attorney
General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of
Texas, will be delivered to such purchaser or its designee. Upon payment for the initial Bond, the Paying
Agent/Registrar shall cancel the initial Bond and deliver to the Depository Trust Company on behalf of such
purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
amount of all of the Bonds for such maturity.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's
Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller
of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to
this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or
insertions as are permitted or required by this Ordinance.
[Remainder of this page intentionally left blank]
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I
(a) [Form of Bond]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF WICHITA FALLS, TEXAS $
COMBINATION TAX AND REVENUE
REFUNDING BOND
SERIES 2004
Interest Rate Dated Date Maturity Date CUSIP No.
September 1, 2004 August 1,
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
September 1, 2004 at the Interest Rate per annum specified above. Interest is payable on February 1, 2005 and
semiannually on each August 1 and February 1 thereafter to the Maturity Date specified above, 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, at the principal corporate trust office of Wells
Fargo Bank N.A., Houston, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest
on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date
by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the 'Bond Ordinance ") to
be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall
be sent by the Paying Agent/Registrar by United States mail, first -class postage prepaid, on each such interest payment
date, to the registered owner hereof, at its address as it appeared on the fifteenth day of the month preceding each such
date (the "Record Date ") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In
addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at
the risk and expense of, the registered owner. In the event of a non - payment of interest on a scheduled payment date,
and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established
by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer.
Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days
after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United
States mail, first -class postage prepaid, to the address of each owner of a Bond appearing on the Registration Books
at the close of business on the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity as provided herein shall be paid to the registered owner upon
presentation and surrender of this Bond for payment 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, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide
for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal
holiday or a day on which banking institutions in the city where the 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 September 1, 2004, authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of $18,840,000 for the public purposes of
refunding certain outstanding bonds of the City secured by a subordinate lien on and pledge of the net revenue of the
City's combined waterworks and sewer system and paying the costs incurred in connection with the issuance of the
Bonds.
THIS BOND is not subject to redemption prior to its scheduled maturity at the option of the Issuer.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination
of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond may, at the request of the registered owner or
the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of
fully registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may
be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate
registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such
assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or
endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive,
and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond
or any portion or portions hereof from time to time by the registered owner. The Paying Agent/Registrar's reasonable standard or
customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying
Agent/Registrar shall not be required to make any such transfer, conversion, or exchange during the period commencing with the
close of business on any Record Date and ending with the opening of business on the next following principal or interest payment
te.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as
such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute
therefor, and cause written notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered;
that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization,
issuance and delivery of this Bond have been performed, existed and been done in accordance with law; that this Bond is a general
obligation of said Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the
payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and
ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed
by law and that this Bond is additionally secured by and payable from a pledge of the net revenues of the Issuer's waterworks and
sewer system remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other
requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) that are payable from all or
part of said revenues, all as provided in the Bond Ordinance.
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 ofthis Bond, the registered owner thereby acknowledges all ofthe terms and provisions
of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded
d available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and
ovisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer.
[The remainder of this page is left blank intentionally.]
2
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor
of the Issuer and countersigned with the manual or facsimile signature of the City Clerk of said Issuer, and has caused the official
seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature)
City Clerk
(SEAL)
(b) [Form of Paying Agent/Registrar's Authentication Certificate]
(signature)
Mayor
PAYING AGENT /REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this
Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond
or Bonds of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller
of Public Accounts of the State of Texas.
Dated:
By:
Authorized Representative
1
(c) [Form of Assignment]
Wells Fargo Bank, N.A.
Houston, Texas
Paying Agent/Registrar
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
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:
OTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
NOTICE: The signature above must correspond
with the name of the registered owner as it appears
upon the front of this Bond in every particular,
without alteration or enlargement or any change
whatsoever.
(d) [Form of Registration Certificate of the Comptroller of Public Accounts]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State
of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas.
u
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) [Initial Bond Insertions]
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity Date" shall both be
completed with the words "As shown below" and "CUSIP No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF WICHITA FALLS, TEXAS, in Wichita County, Texas (the "Issuer "), being a political subdivision and municipal
corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter
called the "Registered Owner "), on August 1 in each of the years, in the principal installments and bearing interest at the per annum
rates set forth in the following schedule:
1
Years Principal Installments ($) Interest Rates ( %)
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360 -day year of twelve 30-
day months) from September 1, 2004 at the respective Interest Rate per annum specified above. Interest is payable on February
1, 2005, and semiannually on each August 1 and February 1 thereafter to the date of payment of the principal installment specified
above, except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date
(hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date,
in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if
on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has
not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T -1."
Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES. (a) A special "Interest and Sinking Fund" is
hereby created and shall be established and maintained by the Issuer at an official depository bank of said Issuer. Said Interest and
Sinking Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be used only for paying
the interest on and principal of said Bonds. All amounts received from the sale of the Bonds as accrued interest, and premium (if
any), shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes levied and collected for and on
account of the 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 the Issuer shall compute and ascertain a rate and amount of ad
F orem tax that will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes
e, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds (but never less than 2% of the original
ount of the Bonds as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of the 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 the 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.
(b) The Bonds are additionally secured by revenues of the Issuer's waterworks and sewer system that remain after the
payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with
all of the Issuer's revenue obligations (now or hereafter outstanding) that are secured by a lien on all or any part of the net revenues
of the Issuer's waterworks and sewer system, constituting "Surplus Revenues ". The Issuer shall deposit such Surplus Revenues to
the credit of the Interest and Sinking Fund created pursuant to this Section, to the extent necessary to pay the principal and interest
on the Bonds. Notwithstanding the requirements of this Section 5, if Surplus Revenues or other lawfully available moneys of the
Issuer are actually on deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be
levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to this Section 5 may
be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit in the Interest
d Sinking Fund.
(c) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes and the
Surplus Revenues granted by the City under subsection (a) of this Section, and such pledge is therefore valid, effective, and
perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such that the pledge of the ad valorem
taxes and Surplus Revenues granted by the City is to be subject to the filing requirements of Chapter 9, Texas Business &
Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in said pledge,
the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
Section 6. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond ")
within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal
of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date
by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other
instrument (the "Future Escrow Agreement ") for such payment (1) lawful money of the United States of America sufficient to make
such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will 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
d payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest
ereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged
provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem
Defeased Bonds that is made in conjunction with the payment arrangements specified in subsection 9(a)(i) or (ii) shall not be
irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right
to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Bonds
immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any
redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in
Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities
received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which
such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future
Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other
Defeasance Securities upon the satisfaction of the requirements specified in subsection 9(a)(1) or (ii). All income from such
Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with
respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term " Defeasance Securities" means (i) direct, noncallable obligations of the United States of America, including
obligations that are unconditionally guaranteed by the United States of America., (ii) noncallable obligations of an agency or
instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized
vestment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county,
unicipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer
adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services
of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(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
I rall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond,
e registered owner applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such security
indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every
case of loss, theft or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation
of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions ofthis , in the event any such Bond shall have matured,
and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on
the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated
Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar
shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed
shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time,
or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all
other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government Code, this Section 10 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
posed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form
d manner and with the effect, as provided in Section 3 (a) of this Ordinance for Bonds issued in conversion and exchange for other
I nds.
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 is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary
records and proceedings pertaining to the Bonds pending their delivery and their investigation, examination, and approval by the
Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall
manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed,
or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers
may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal
effect, and shall be solely for the convenience and information of the registered owners of the Bonds. In addition, if bond insurance
is obtained, the Bonds may bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial purchaser being furnished
with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated
as of and delivered on the date of initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond counsel
to the Issuer in connection with issuance, sale and delivery of the Bonds is hereby approved and confirmed. The execution and
delivery of a supplemental 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, and the Mayor is hereby authorized to execute such supplemental
engagement letter.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The
suer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the
Bonds as Obligation described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder
for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited
to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than
10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer,
with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly
10
or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention
of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof
exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund,
if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate,"
within the meaning of section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the
proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to
persons, other than state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds being treated as "private activity bonds"
within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning
of section 149(b) of the Code;
(6) to refrain from using any portion ofthe proceeds of the Bonds, directly or indirectly, to acquire or to replace funds
that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that
produces a materially higher yield over the term of the Bonds, other than investment property acquired with —
(A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of an
advance refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the
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) ofthe Treasury
Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do
not exceed 10 percent of the proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may
be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 ofthe 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 Bonds) an amount that is at least equal to 90 percent of the 'Excess Earnings," within the meaning of section 148(f)
of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is hereby established by
the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person,
including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Use of Proceeds. For purposes ofthe foregoing covenants (a)(1) and (a)(2), the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer
that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by
the U. S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify
or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained
herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
Slings are hereafter promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to comply with the
W ditional requirements to the extent necessary, in the opinion ofnationally recognized bond counsel, to preserve the exemption from
deral income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby
authorizes and directs the Mayor to execute any documents, certificates or reports required by the Code and to make such elections,
on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Project. The Issuer covenants that the Project will not be sold or otherwise disposed in a transaction
resulting in the receipt by the Issuer of cash or other compensation, unless 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 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
11
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.
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The
Bonds are hereby sold and shall be delivered to RBC Dain Rauscher Inc. (the "Purchaser ") pursuant to the terms and provisions of
a bond purchase agreement (the 'Bond Purchase Agreement "), which the Mayor is hereby authorized to execute and deliver. It is
hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The
Bonds shall initially be registered in the name of the Purchaser or its designee.
I (b) The Issuer hereby approves the form and content of the Official Statement relating to the Bonds and any addenda,
pplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the
Purchaser in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such
determination to be conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement
dated September 1, 2004, prior to the date hereof is hereby ratified and confirmed.
(c) The Mayor and Mayor Pro Tem, the City Manager, the Director of Finance and the City Clerk and all other officers,
employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed
from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name
and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and
all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and
provisions of this Ordinance, the Bonds, the sale of the Bonds and the Official Statement. In case any officer whose signature shall
appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 11. COMPLIANCE WITH RULE 15c2 -12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
" NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities
formation repository within the meaning of the Rule from time to time.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and
determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time.
(b) Annual Reports. (i) The Issuer shall provide annually to each NRMSIR and any SID, within six months after the end
of each fiscal year ending in or after 2004, financial information and operating data with respect to the Issuer of the general type
included in the final Official Statement authorized by Section 10 of this Ordinance, being the information described in Exhibit A
hereto. Any financial statements so to be provided shall be (1) prepared in accordance with the accounting principles described in
Exhibit A hereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state
law or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed within the period
during which they must be provided. If the audit of such financial statements is not completed within such period, then the Issuer
shall provide unaudited financial statements within such period, and audited financial statements for the applicable fiscal year to
each NRMSIR and any SID, when and if the audit report on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new
fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating
data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth
full in one or more documents or may be included by specific reference to any document (including an official statement or other
Bring document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with
We SEC.
(c) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws:
Principal and interest payment delinquencies;
Non - payment related defaults;
12
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affecting the tax- exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the Issuer to provide
financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants
specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds
within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this
Ordinance or applicable law that causes the 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
I date any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does
t make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any
ture date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED
TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default
under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws.
(v) 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 ofthe registered owners and beneficial owners
the Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or
peals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are
valid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing
or selling Bonds in the primary offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with
any amended financial information or operating data next provided in accordance with subsection (b) ofthis Section an explanation,
in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating
data so provided.
Section 12. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the
following terms and conditions, to -wit:
13
(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, (v) 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 (iv) 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.
I (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount 51 % of the aggregate
rinci pal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to
pprove any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent
of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall permit or be
construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of
them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of 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 and cause notice of the proposed amendment to be
published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such
published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office
the Issuer for inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument
or instruments executed by the holders of at least 51 % in aggregate principal amount of all of the Bonds then outstanding that are
required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically
consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be
deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and
obligations of the Issuer and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period
of six months from the date of the publication 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 publication 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 13. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The Mayor ofthe Issuer is hereby
authorized and directed to execute and deliver and the City Clerk of the Issuer is hereby authorized and directed to attest an Escrow
greement in substantially the form attached hereto as Exhibit B attached hereto. In addition, the Mayor or other officer of the
suer is authorized to execute such subscription for the purchase of U. S. Treasury Securities, State and Local Government Series,
the purchase of direct obligations of the United States of America as may be necessary for the Escrow Fund, and to authorize
such contributions as may be necessary for the Escrow Fund.
Section 14. REDEMPTION OF REFUNDED BONDS; NOTICE OF REDEMPTION. (a) The Issuer hereby directs the
Refunded Bonds to be called for redemption prior to maturity on October 12, 2004 (the "Redemption Date ") at the redemption price
of par, plus accrued interest (the "Redemption Price ") and further directs that an amount of money sufficient to provide for the
payment of the Redemption Price on the Redemption Date be deposited with Wells Fargo Bank, N.A., as paying agent for the
Refunded Bonds (the "Refunded Bonds Paying Agent "), from the proceeds of the sale of the Bonds.
14
(b) In addition, the paying agent for the Refunded Bonds is hereby directed to provide the appropriate notices of redemption
as specified by the ordinance authorizing the issuance of Refunded Bonds substantially in the form attached hereto as Exhibit C and
is hereby directed to make appropriate arrangements so that the Refunded Bonds may be redeemed on the Redemption Date. The
Refunded Bonds shall be presented for redemption at the paying agent therefor, and shall not bear interest after the date fixed for
redemption.
(c) The source of funds for payment of the principal of and interest on the Refunded Bonds on the Redemption Dates shall
be from the funds deposited with the paying agent for the Refunded Bonds, pursuant to the Escrow Agreement approved in Section
3 of this Ordinance.
Section 15. BOND INSURANCE. The Issuer approves the insurance of the Bonds by Financial Guaranty Insurance
Company (the "Insurer "), the payment of the premium for such insurance and the execution ofthe "Commitment for Municipal Bond
Insurance" in which the Insurer commits to issuing a "Municipal Bond New Issue Insurance Policy" with respect to the Bonds (the
"Insurance Policy "). The Issuer agree to provide to the Insurer, so long as the Bonds are insured by the Insurer and the Insurer is
not in default under the Insurance Policy, the following:
(a) Notice of any material events pursuant to the Rule;
(b) Notice of the downgrading by any rating agency of the Issuer's underlying public rating, or the rating on the Bonds or
any parity obligations, to "non- investment grade ";
(c) Notice of the redemption of any of the Bonds, or of any advance refunding of the Bonds, including the principal amount,
maturities and CUSIP numbers thereof, and
(d) Such additional information as the Insurer may reasonably request from time to time.
The information described in (a) through (d) above shall be directed to the Insurer at the following address, or such other
address as shall be given to the Issuer in writing by the Insurer:
Financial Guaranty Insurance Company
125 Park Avenue
New York, New York 10017
Attention: Risk Management
Section 16. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or
application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such
holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions
shall remain in full force and effect.
Section 17. APPROPRIATION. There is hereby appropriated for transfer to the Interest and Sinking Fund, from available
funds, moneys sufficient to pay the principal and interest coming due on the Bonds on February 1, 2005 and August 1, 2005.
Section 18. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal of or interest on any Bond
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 determined: that a case of emergency or urgent public necessity
exists which requires the holding of the meeting at which this Ordinance is passed, such emergency or urgent public necessity being
at it is necessary that the Refunded Bonds be defeased, refunded and redeemed and that the proceeds from the sale of the Bonds
e required as soon as possible and without delay to allow to achieve the savings set forth in the recitals of this Ordinance, thus
eeing other funds necessary to maintain certain covenants with respect to the Issuer's outstanding Water and Sewer System Bonds.
Section 21. IMMEDIATE EFFECT. 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.
* * * * * * * * * * * * * * * * * * * * * * * **
15
PASSED, APPROVED AND EFFECTIVE this
ATTEST:
City Clerk, City of Wichita Falls, Texas
APPROVED AS TO LEGAL FORM:
City Attorney
City of Wichita Falls, Texas
By:
r�
16
Mayor, City of Wichita Falls, Texas
[CITY SEAL]
EXHIBIT A
Annual Financial Statements and Operating Data
The following information is referred to in Section I I (b) of this Ordinance:
The financial information and operating data with respect to the Issuer to be provided annually in accordance with such
Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below:
-- APPENDIX A (Tables 1 through 11, inclusive)
-- APPENDIX D(FINANCIAL STATEMENTS FOR THE LAST COMPLETED FISCAL YEAR WHICH WILL BE
UNAUDITED, UNLESS AN AUDIT IS PERFORMED IN WHICH EVENT THE AUDITED FINANCIAL
STATEMENTS WILL BE MADE AVAILABLE)
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the notes to the financial
statements referred to in paragraph above.
1
EXHIBIT B
ESCROW AGREEMENT
(Included in transcript)
J
EXHIBIT C
NOTICE OF REDEMPTION
CITY OF WICHITA FALLS, TEXAS
(WICHITA COUNTY, TEXAS)
NOTICE IS HEREBY GIVEN that the City of Wichita Falls, Texas (the "City ") has called for redemption on the
date and at the redemption price specified, outstanding bonds of the City as follows:
City of Wichita Falls, Texas Water and Sewer System Subordinate Lien Refunding Revenue Bonds,
Series 1998A, dated October 1, 1998 and issued on November 18, 1998, bearing interest at the rates
shown below and maturing on August 1 in the years and in the principal amounts shown below (the
"Redeemed Bonds "). The Redeemed Bonds have been called for redemption on October 12, 2004 (the
"Redemption Date ") in the principal amounts shown below at the redemption price of par and accrued
interest to the date fixed for redemption (the "Redemption Price "):
Maturity Date
Principal Amount
Interest Rate
CUSIP No. * Certificate
Number(s)
8/1/2005
$670,000
3.950%
967222
QY9
8/1/2006
700,000
4.000%
967222
QZ6
8/1/2007
725,000
4.000%
967222
RAO
8/1/2008
3,200,000
4.000%
967222
R138
8/1/2009
3,335,000
4.125%
967222
RC6
8/1/2010
3,455,000
4.200%
967222
RD4
8/1/2011
3,610,000
4.300%
967222
RE2
8/1/2012
3,770,000
4.400%
9672222 RF9
aggregating $19,465,000 in principal amount. The Redeemed Bonds shall be redeemed in whole at Wells Fargo
Bank, N.A., as successor Paying Agent/Registrar for the Redeemed Bonds. This Notice of Redemption was mailed
on , 2004.
If moneys sufficient for the payment of the Redemption Price are held by or on behalf of the Paying Agent/Registrar
for the Redeemed Bonds, the Redeemed Bonds shall become due and payable on the Redemption Date and the
interest thereon shall cease to accrue from and after the Redemption Date.
The holder thereof shall be entitled to receive the Redemption Price upon presentation and surrender of the
Redeemed Bonds on the Redemption Date to the Paying Agent/Registrar, as follows:
For certified or registered mail: For overnight delivery: For hand delivery:
Northstar East Building
Corporate Trust Operations
608 21 Avenue South
Minneapolis, Minnesota 55479
Wells Fargo Bank, N.A.
Corporate Trust Operations
6th and Marquette
Minneapolis, Minnesota 55479
Contact: Bondholder Communications (800) 344 -5128 Contact: Bondholder Communications (800) 344 -5128
Wells Fargo Bank, N.A.
Corporate Trust Operations
608 2nd Avenue South, 12th Floor
Minneapolis, Minnesota 55479
Contact: Bondholder Communications
(800) 344 -5128
UNDER THE PROVISIONS of Section 3406 of the Internal Revenue Code of 1986, as amended, paying
agents making payments of interest and principal on municipal securities may be obligated to withhold 28% tax from
remittance to individuals who have failed to furnish the paying agent with a valid taxpayer identification number. Registered
holders who wish to avoid the imposition of the tax should submit certified taxpayer identification numbers (via form W -9)
when presenting the Redeemed Bonds for payment.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance
of the Redeemed Bonds and in accordance with the recitals and provisions of the Redeemed Bonds.
WELLS FARGO BANK, N.A., as Paying Agent
*NOTE: The City and Wells Fargo Bank, N.A. shall not be responsible for the selection or use of the CUSIP numbers
selected, nor is any representation made as to their correctness indicated in this Notice of Redemption or as printed on any
Redeemed Bond. They are included solely for the convenience of the holders of the Redeemed Bonds
C -2