Ord 23-2010 6/3/2010 �.
�
CERTIFICATE FOR ORDINANCE
� STATE OF TEXAS §
COUN'I1' �F 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 REGITLAR MEETING ON TI�
20`� DAY OF APRIL, 2010 (the "Meeting"), and the roll was called of the duly constituted officers and
members of the City Council, to-wit:
Lanham Lyne Mayor
Rick Hatcher Mayor Pro-Tem
Glenn Barham Councilor At Large
Michael Smith Councilor
Dorothy Roberts-Burns Councilor
' Jim Ginnings Councilor
Charles Elmore Councilor
Lydia 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 TT� ISSUANCE OF CITY OF WICHITA FALLS,
TEXAS, COMBINATION TAX AND REVENUE REFUNDING BONDS, SERIES 2010;
ESTABLISHING PROCEDURES FOR TI-� SALE AND DELNERY OF TI-� BONDS;
LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR'THE PAYMENT
AND SECURI'TY OF SAID BONDS; DECLARING AN EMERGENCY; PROVIDING AN
EFFECTIVE DATE; AND ENACTIl�iG OTHER 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 adopted; and, after due discussion, the motion, carrying with
it the adoptione of the Ordinance, prevailed and carried by the following vote:
G
AYES: All members of the City Council shown
present above voted "Aye", except
� as shown below.
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� � NOES: None.
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� 2. That a true, full, and conect copy of the Ordinance adopted at the Meeting is attached to and
� follows this Certificate; thatthe 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
3 the Meeting perta.inixig to the adoption 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 adoption at the Meeting, and each of such 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 hereo£
SIGNED AND SEALED this June 3, 2010
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City C�e ,_City of Wichita Falls, Texas Mayor, City of Wichita Falls, T as
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ORDINANCE NO. 23- 2010
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF WICHITA FALLS, TEXAS,
COMBINATION TAX AND REVENUE REFUNDING BONDS, SERIES 2010; ESTABLISHING
PROCEDURES FOR THE SALE AND DELIVERY OF THE BONDS; LEVYING AN ANNUAL
AD VALOREM TAX AND PROVIDING FOR THE PAYMENT AND SECURITY OF SAID
BONDS; DECLARING AN EMERGENCY; PROVIDING AN EFFECTIVE DATE; AND
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS '
COUNTY OF WICHITA '
CITY OF WICHITA FALLS '
WHEREAS, there are presently outstanding the obligations of the City of Wichita Falls, Texas
(the "Issuer") payable from a lien on and pledge of the net revenues of the Issuer's combined waterworks
and sewer system as described in Schedule I attached hereto, collectively, the "Eligible 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 ar 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 payment 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 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 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, 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 hereafter authorized are being issued and delivered pursuant to said
Chapter 1207, Texas Government Code; 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 Tex. Gov't Code Ann. ch. 551.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
WICHITA FALLS, TEXAS, THAT:
Section 1. RECITALS, AMOiJNT, 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, TAX AND REVENi1E REFi1NDING BOND, SERIES 2010," 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 hereo�, 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.
Section 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Section 1207.007, Texas Government Code, as amended, the City Manager
(the "Pricing Officer") is 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, including, determining the date of the Bonds, 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 borne by each such maturity, the interest payment and record dates, the price and
terms 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, 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 providing for the terms and provisions thereof applicable to the Bonds, all of which shall be specified
in the Pricing Certificate; provided that:
(i) the aggregate original principal amount of the Bonds shall not exceed $11,000,000;
(ii) the refunding must produce a present value debt service savings of at least 5.00%.
(iii) the true interest cost of the Bonds shall not exceed 4.25% per annum provided that
the net effective interest rate on the Bonds shall not exceed the ma�cimum rate set forth in
Chapter 1204, Texas Government Code, as amended; and
(iv) the delegation made hereby shall expire if not exercised by the Pricing Officer on or
prior to October 20, 2010.
(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.
Section 3. CHARACTERISTICS OF THE BONDS.
(a) Registration. The Issuer shall keep or cause to be kept at the corporate trust office of Wells
Fargo Bank, National Association, Dallas, Texas, (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 AgentlRegistrar 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 AgentJRegistrar 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
AgentlRegistrar'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.
(b) Transfer, Conversion and Exchan�e. Except as provided in Section 3(d) 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 AgentlRegistrar
shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed
herein. 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.
(c) Pa�ment of Bonds and Interest. The Issuer hereby further appoints the Paying
AgentlRegistrar 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.
(d) 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 AgentlRegistrar, 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.
(e) Pa�g A e� isg trar. 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 thereo�,
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.
(� Authentication. 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.
(g) Book-Entrv Only 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 thereo£ 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 ( fl 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 Recard
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.
(h) Successor Securities Depositorv; Transfers Outside Book-Entr�Onl� s��. 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 of this Ordinance.
(i) Pavments 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.
(j) 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 10 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. To the
extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an
agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the
definitive Bonds in safekeeping for DTC.
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,
and with the Bonds to be completed with information set forth in the Pricing Certificate.
(a) Form of Bond.
NO. R- PRINCIPAL
UNITED STATES OF AMERICA AMOUNT
STATE OF TEXAS $
CITY OF WICHITA FALLS, TEXAS
TAX AND REVENUE REFUNDING BOND
SERIES 2010
INTERES RATE DATE OF BO NDS MATURITY D ATE CUS NO.
REGISTERED OWNER:
PRINCII'AL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the City of Wichita Falls, in Wichita County, (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 Wells Fargo Bank,
National Association, Dallas, 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 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
Recard 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 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 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 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 AgentlRegistrar 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 City
secured by a lien on and pledge of the net revenues of the City's combined waterworks and sewer system
and paying the costs incurred in connection with the issuance of the Bonds.
ON , or on any date thereafter, the Bonds of this series may be
redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any
available and lawful source, as a whole, or in part, and, if in part, the particular 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 fixed for redemption.
THE BONDS scheduled to mature on in the years and ( the "Term
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:
Term Bond Term Bond
Maturity: , Maturity: ,
Principal Principal
Mandatory Redemption Date Amount Mandatory Redemption Date Amount
� $ � $
, �
, �
, (maturity) , (maturity)
The principal amount of Term 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 Tertn 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 Term 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 ar 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 AgentlRegistrar or
legally autharized 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 amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all
as provided in the Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance,
this Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds,
without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case
may be, having the same denomination or denominations in any integral multiple of $5,000 as requested
in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender
of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer,
this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral
multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or
portions hereof is or are to be 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 commencing with the close of business on any Record Date
and ending with the opening of business on the next following principal or interest payment date, or (ii)
with respect to any 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 therefore, 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
autharized, 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 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 of this Bond, the registered owner thereby acknowledges
all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official
minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this
Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature
of the City Clerk of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or
placed in facsimile, on this Bond.
(signature� si nature)
City Clerk, City of Wichita Falls, Texas Mayor, City of Wichita Falls, Texas
(SEAL)
(b) Form of Payi_�gent/1Zegistrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or
in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series that ariginally 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: Wells Fargo Bank, National Association
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(c) Form of Assi�nment.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer ldentification 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:
NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature above must correspond
eligible guarantor institution participating in a with the name of the registered owner as it
securities transfer association recognized appears upon the front of this Bond in every
signature guarantee program. particular, without alteration or enlargement or
any change whatsoever.
(d) Form of Re�istration 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.
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 (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:
Y 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 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 FLJND.
(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 shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem
t�es 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 t� 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 t� is hereby levied, and is hereby ordered to be levied, against all ta�cable 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) 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 and Sinking Fund
(c) Chapter 1208, Government 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 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 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 determination 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
inevocable, 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 far 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 AgentlRegistrar which is not required for the payment of
the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the
Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America., (ii) noncallable obligations of an agency or instrumentality of the United States of America,
including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or
an agency or a county, municipality, or other political subdivision of a state that have been refunded and
that, on the date 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/Kegistrar
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
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 of this , 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 Issuin� 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 Issuin�Re�lacement 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 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.
(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, and the
Mayor is hereby authorized to execute such engagement letter.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
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 Bonds as Obligation 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:
(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 or refinanced therewith (the "Projects") 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 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 of the 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 B
(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) 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 Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) 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(� 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(� 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 of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury
Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the
Refunded Obligations 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 rulings are hereafter promulgated that impose additional
requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the
extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such
intention, the Issuer hereby authorizes and directs the Mayor or Pricing Officer 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
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) Desi�nation as Qualified Tax-Exempt Obligations. The Issuer hereby designates the Bonds
as "qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code. In furtherance of such
designation, the Issuer represents, covenants and wanants the following: (a) that during the calendar year
in which the Bonds are issued, the Issuer (including any subordinate entities) has not designated nor will
designate obligations that when aggregated with the Bonds, will result in more than $10,000,000
($30,000,000 for taxable years beginning after December 31, 2008 and ending prior to January 1, 2011)
of "qualified tax-exempt obligations" being issued; (b) that the Issuer reasonably anticipates that the
amount of tax-exempt obligations issued, during the calendar year in which the Bonds are issued, by the
Issuer (or any subordinate entities) will not exceed $10,000,000 ($30,000,000 for taxable years beginning
after December 31, 2008 and ending prior to January 1, 2011) ; and, (c) that the Issuer will take such
action or refrain from such action as necessary, and as more particularly set forth in this Section, hereof,
in order that the Bonds will not be considered "private activity bonds" within the meaning of section 141
of the Code.
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER
PROCEDURES.
(a) The 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 with RBC Dain Rauscher, Inc.,
doing business under the name RBC Capital Markets, as the purchaser (the "Underwriter") of the Bonds.
The Bonds shall initially be registered in the name of the purchaser thereof as set forth in the Pricing
Certificate.
(b) The Pricing Officer is hereby authorized, in the name and on behalf of the Issuer, to approve,
distribute, and deliver a preliminary official statement and a final official statement relating to the Bonds
to be used by the Underwriter in the marketing of the Bonds.
(c) The Mayor and Mayor Pro Tem, the City Clerk and the Pricing Officer 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
AgentlRegistrar 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 Pricing Certificate, 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. That as used in this Section, the following terms have the meanings ascribed to
such terms below:
"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 2010,
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 E�ibit A hereto. Any financial statements so to be provided shall be (1) prepared
in accordance with the accounting principles described in E�ibit 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 complete within such period, then the Issuer shall provide unaudited
financial statements by the required time, and shall provide audited financial statements for the
applicable fiscal year to the MSRB, when and if the audit report on such statements become
available.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document 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 information
as prescribed by the MSRB.
(c) Material Event Notices. The Issuer shall notify the MSRB in an electronic format as
prescribed by 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:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the t�-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 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
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 infortnation, 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 performing 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 provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds. If the 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) 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 12. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity,
defect or omission in this Ordinance that does not materially adversely affect the interests of the holders,
(ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not
be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the
interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in
regard to matters or questions arising under this Ordinance as shall not be inconsistent with the
provisions of this Ordinance and that shall not in the opinion of nationally recognized 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
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 the 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. 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 of the Issuer for inspection by all holders of such Bonds.
(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 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.
(� 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 such consent, 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 such consent by the holder who gave such consent, or by a successor in
title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of 51% in
aggregate principal amount of the affected Bonds then outstanding, have, priar 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. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the 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 Issuer, 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 Issuer.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
therefore, may proceed against the Issuer for the purpose of protecting and enforcing the rights of
the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by
law, including the specific performance of any covenant or agreement contained herein, or
thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of 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 ar
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees of the Issuer
or the Board of Trustees.
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 I5. REDEMPTION OF REFLJNDED 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 Notice of Redemption of the Refunded Obligations in substantially the form set forth
in EaLhibit A attached hereto, completed with information from the Pricing Certificate, to the paying
agents for the Refunded Obligations.
(b) In addition, the paying agents for the Refunded Obligations are hereby directed to provide
the appropriate notices of redemption and defeasance as specified by the ordinances authorizing the
issuance of Refunded Obligations and are hereby directed to make 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 therefore, 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 agent/registrar 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 autharizing
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 ta�ces 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.
(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 (as
determined by the Pricing Certificate) 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, 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 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 that it is necessary that the
Refunded Bonds 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 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.
PASSED AND APPROVED this 20`�' day of April, 2010.
ATTEST: Mayor, City of Wichita Falls, Texas
City Clerk, City of Wichita Falls, Texas
[CITY SEAL]
APPROVED AS TO LEGAL FORM:
City Attorney
City of Wichita Falls, Texas
By:
EXHIBIT A
Annual Financial Statements and Operating Data
The following information is referred to in Section 11(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.
--------------------
SCHEDULEI
SCHEDULE OF ELIGIBLE REFUNDED OBLIGATIONS
Description Maturity Date Principal
Amount
Water and Sewer System Subordinate Lien Revenue
Bonds, Series 1998 8/15/2011 $25,000
8/15/2012 25,000
8/15/2013 325,000
8/IS/2014 310,000
8/15/2015 300,000
8/15/2016 275,000
8/15/2017 3,190,000
8/15/2018 3,320,000
Total $7,770,000
Description Maturity Date Principal
Amount
Water and Sewer System Priority Lien Revenue Bonds, 8/15/2011 $ 295,000
Series 1998B
8/15/2012 305,000
8/15/2013 320,000
8/15/2014 335,000
8/IS/2015 350,000
8/15/2016 365,000
8/15/2017 385,000
8/15/2018 400,000
Total $2,755,000
EXHIBIT A
NOTICE OF REDEMPTION
CUSIP Prefix No.
NOTICE IS HEREBY GNEN that the City of Wichita Falls, Texas has called for redemption the
outstanding Bonds of the City described as follows (the "Refunded Obligations"):
City of Wichita Falls, Texas , Series , dated ,
maturing through , in the aggregate principal amount
of $ (the "Series Refunded Obligations"), to the call date of the Series
Refunded Obligations so called for redemption at . Call
date:
On , interest on the Series Refunded Obligations shall cease to
accrue and be payable.
THE REFiJNDED BONDS shall be redeemed in whole at , as the
Paying Agent/Registrar for said Refunded Obligations. Upon presentation of the Refunded Obligations
at the Paying Agent/Registrar on the aforementioned redemption date, the holder thereof shall be entitled
to receive the redemption price equal to par and accrued interest to the redemption date.
NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of
payment of said Refunded Obligations called for redemption with funds sufficient to pay the principal
amount of said Refunded Obligations and the interest thereon to the redemption date. In the event said
Refunded Obligations, or any of them are not presented for redemption by the date fixed for their
redemption, they shall not thereafter bear interest.
iJNDER 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 a taaL from remittance to individuals who have failed to furnish the paying agent with a valid
t�payer 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 Refunded
Obligations for payment.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the aforementioned Refunded Obligations and in accordance with the recitals
and provisions of said Refunded Obligations.
NOTICE IS FURTHER GNEN that the Refunded Obligations should be submitted to the
following address:
CITY OF WICHITA FALLS, TEXAS