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Ord 11-2016 4/5/2016 CERTIFICATE FOR ORDINANCE I,the undersigned City Clerk of the City of Wichita Falls,hereby certify as follows: 1. The City Council of said City convened in regular meeting on the 5t'day of April, 2016, at the designated meeting place thereof, and the roll was called of the duly constituted officers and members of said City Council,to-wit: Glenn Barham, Mayor Michael Smith, Councilor At-Large Stephen Santellana, Councilor DeAndra Chenault, Councilor Brian Hooker, Councilor Tim Ingle, Councilor Tom Quintero, Councilor and all of said persons were present, thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written Ordinance entitled AUTHORIZING THE ISSUANCE OF CITY OF WICHITA FALLS, TEXAS WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES 2016; ESTABLISHING PROCEDURES AND DELEGATING AUTHORITY FOR THE SALE AND DELIVERY OF THE BONDS; PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SUCH BONDS; AND AUTHORIZING AND ENACTING OTHER MATTERS AND PROVISIONS RELATING TO THE SUBJECT was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Ordinance be adopted; and, after due discussion, said motion carrying with it the adoption of said Ordinance,prevailed and carried by the following vote: AYES: 7 NOES: 0 ABSTENTIONS: 0 2. That a true, full and correct copy of the aforesaid Ordinance passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the passage of said Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551,Texas Government Code. SIGNED AND SEALED THE 5TH DAY OF APRIL, 2016. � UT 4 City Clerk G� City of Wichita Falls, Texas City of Wichita Falls,Texas Water and Sewer System Revenue Refunding Bonds, Series 2016 Signature Page to Certificate for Ordinance ORDINANCE 11-2016 AUTHORIZING THE ISSUANCE OF CITY OF WICHITA FALLS, TEXAS WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES 2016; ESTABLISHING PROCEDURES AND DELEGATING AUTHORITY FOR THE SALE AND DELIVERY OF THE BONDS; PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SUCH BONDS; AND AUTHORIZING AND ENACTING OTHER MATTERS AND PROVISIONS RELATING TO THE SUBJECT THE STATE OF TEXAS § COUNTY OF WICHITA § CITY OF WICHITA FALLS § WHEREAS, there are presently the outstanding water and sewer system revenue obligations of the City of Wichita Falls,Texas(the"Issuer")described in Schedule I attached hereto,collectively,the'Eligible Refunded Bonds"; WHEREAS,the Issuer now desires to refund all or part of the Eligible Refunded Bonds, and those Eligible Refunded Bonds designated by the Pricing Officer in the Pricing Certificate,each as defined below,to be refunded are herein referred to as the "Refunded Bonds"; 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 Bonds or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded Bonds, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an escrow agreement with such paying agent for the Refunded Bonds 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, the Escrow Agreement,hereinafter authorized constitutes an escrow agreement of the kind authorized and permitted by Chapter 1207,Texas Government Code; 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 Bonds in order to achieve a present value debt service savings of not less than$8,000,000 with respect to the Refunded Bonds,net of any Issuer contribution,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 Bonds mature or are subject to redemption prior to maturity within 20 years of the date of the Bonds hereinafter authorized; WHEREAS, the Bonds hereinafter authorized to be issued and are to be issued, sold and delivered pursuant to the general laws of the State of Texas, including Texas Government Code, Chapters 1207 and 1502, and the Charter of the Issuer as amended; WHEREAS,it is now deemed necessary and advisable that said Bonds be issued,in the amounts to be provided in the Pricing Certificate and for the purpose set forth herein; 1 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 Texas Government Code, Chapter 551;Now, Therefore Section 1. DEFINITIONS. "2016 Reserve Fund"means the special fund created,established and maintained by the provisions of Sections 7 and 11 of this Ordinance. "Accountant" means an independent certified public accountant or accountants or a firm of independent certified public accountants,in either case,with demonstrated expertise and competence in public accountancy. "Additional Prior Lien Obligations" means bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt which the Issuer reserves the right to issue or enter into,as the case may be,in the future under the terms and conditions provided in Section 16 of this Ordinance and which obligations are equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues on a parity with the Bonds. "Annual Debt Service Requirements"means,as of the date of calculation,the principal of and interest on all Prior Lien Obligations coming due at Maturity or Stated Maturity(or that could come due on demand of the owner thereof or other demand conditioned upon default by the Issuer on such Debt, or be payable in respect of any required purchase of such Debt by the Issuer)in such Year,and,for such purposes,any one or more of the following rules shall apply at the election of the Issuer: (1) Balloon Debt. If the principal(including the accretion of interest resulting from original issue discount or compounding of interest) of any series or issue of Funded Debt due (or payable in respect of any required purchase of such Funded Debt by the Issuer) in any Year either is equal to at least 25%of the total principal(including the accretion of interest resulting from original issue discount or compounding of interest)of such Funded Debt or exceeds by more than 50%the greatest amount of principal of such series or issue of Funded Debt due in any preceding or succeeding Year(such principal due in such Year for such series or issue of Funded Debt being referred to herein and throughout this Ordinance as"Balloon Debt"),the amount of principal of such Balloon Debt taken into account during any Year shall be equal to the debt service calculated using the original principal amount of such Balloon Debt amortized over the Term of Issue on a level debt service basis at an assumed interest rate equal to the rate borne by such Balloon Debt on the date of calculation; (2) Consent Sinking Fund. In the case of Balloon Debt,if a Designated Financial Officer shall deliver to the Issuer a certificate providing for the retirement of(and the instrument creating such Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed schedule stated in such certificate ending on or before the Year in which such principal(and premium,if any)is due,then the principal of(and,in the case of retirement, or to the extent provided for by the sinking fund accumulation, the premium, if any, and interest and other debt service charges on) such Balloon Debt shall be computed as if the same were due in accordance with such schedule,provided that this clause(2)shall apply only to Balloon Debt for which the installments previously scheduled have been paid or deposited to the sinking fund established with respect to such Debt on or before the times required by such schedule; and provided further that this clause(2) shall not apply where the Issuer has elected to apply the rule set forth in clause(1) above; 2 (3) Prepaid Debt. Principal of and interest on Bonds and Additional Prior Lien Obligations,or portions thereof,shall not be included in the computation of the Annual Debt Service Requirements for any Year for which such principal or interest are payable from funds on deposit or set aside in trust for the payment thereof at the time of such calculations(including without limitation capitalized interest and accrued interest so deposited or set aside in trust) with a financial institution acting as fiduciary with respect to the payment of such Debt; and (4) Variable Rate. As to any Prior Lien.Obligations that bear interest at a variable interest rate which cannot be ascertained at the time of calculation of the Annual Debt Service Requirement then,at the option of the Issuer, either(A) an interest rate equal to the average rate borne by such Prior Lien Obligations (or by comparable debt in the event that such Prior Lien Obligations has not been outstanding during the preceding 24 months)for any 24 month period ending within 30 days prior to the date of calculation, or(B) an interest rate equal to the 30-year Revenue Bond Index(as most recently published in The Bond Bum), shall be presumed to apply for all future dates,unless such index is no longer published in The Bond Bum,in which case an index of revenue bonds with maturities of at least 20 years which is published in a financial newspaper or j ournal with national circulation may be used for this purpose(if two Series of Prior Lien Obligations which bear interest at variable interest rate,or one or more maturities within a Series,of equal par amounts,are issued simultaneously with inverse floating interest rates providing a composite fixed interest rate for such Prior Lien Obligations taken as a whole, such composite fixed rate shall be used in determining the Annual Debt Service Requirement with respect to such Prior Lien Obligations); With respect to any calculation of historic data,only those payments actually made in the subject period shall be taken into account in making such calculation and, with respect to prospective calculations, only those payments reasonably expected to be made in the subject period shall be taken into account in making the calculation. "Average Annual Debt Service Requirements" means that average amount which, at the time of computation, will be required to pay the Annual Debt Service Requirements when due (either at Stated Maturity or mandatory redemption) and derived by dividing the total of such Annual Debt Service Requirements by the number of Years then remaining before Stated Maturity of such Prior Lien Obligations. For the purposes of this definition,a fractional period of a Year shall be treated as an entire Year. Capitalized interest payments provided from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making such computation. "Bonds"means,the City of Wichita Falls,Texas Water and Sewer System Revenue Refunding Bonds, Series 2016 authorized by this Ordinance and in the amounts and containing the terms set forth in the Pricing Certificate. "Capital Addition" means a reservoir or an interest therein, a water treatment plant or an interest therein,a wastewater treatment plant or an interest therein,the acquisition of rights or improvements that will increase the capacity and/or water supply of the System or an interest therein, and associated transmission facilities with respect to each and any combination thereof, and which shall become a part of the System. "City Council" means the governing body of the Issuer. "Code"means the Internal Revenue Code of 1986,as amended,and the applicable regulations and rules promulgated in connection therewith. "Debt" means: 3 (1) all indebtedness payable from Pledged Revenues incurred or assumed by the Issuer for borrowed money and all other financing obligations of the System payable from Pledged Revenues that, in accordance with generally accepted accounting principles,are shown on the liability side of a balance sheet; and (2) all other indebtedness payable from Pledged Revenues for borrowed money or for the acquisition, construction or improvement of property or capitalized lease obligations pertaining to the System that is guaranteed, directly or indirectly, in any manner by the Issuer, or that is in effect guaranteed, directly or indirectly, by the Issuer through an agreement, contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or in any other manner invest in the debtor(including any agreement to pay for property or services irrespective of whether or not such property is delivered or such services are rendered), or otherwise. For the purpose of determining Debt,there shall be excluded any particular Debt if,upon or prior to the Maturity thereof, there shall have been deposited with the proper depository(a) in trust the necessary funds (or investments that will provide sufficient funds, if permitted by the instrument creating such Debt)for the payment,redemption,or satisfaction of such Debt or(b)evidence of such Debt deposited for cancellation;and thereafter it shall not be considered Debt. No item shall be considered Debt unless such item constitutes indebtedness under generally accepted accounting principles applied on a basis consistent with the financial statements of the System in prior Years. "Defeasance Securities"means a security described in Section 20 of this Ordinance. "Depository" means one or more official depository banks of the Issuer. "DTC" means The Depository Trust Company,New York,New York. "DTC Participant"means securities brokers and dealers,banks,trust companies,clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "Designated Financial Officer" means the City Manager, Assistant City Manager/Chief Financial Officer, or the Director of Finance of the Issuer,or such other financial or accounting official of the Issuer so designated by the Issuer. "Eligible Refunded Bonds"means the outstanding water and sewer system revenue obligations of the Issuer described in Schedule I attached to this Ordinance. "Escrow Agent"means the escrow agent identified in the Pricing Certificate. "Escrow Agreement" means the Escrow Agreement between the Issuer and the Escrow Agent, executed in connection with the refunding of the Refunded Bonds. "Event ofDefault"means an event as described in Section 25 of this Ordinance. 4 "Funded Debt"means all Prior Lien Obligations created or assumed by the Issuer that mature by their terms(in the absence of the exercise of any earlier right of demand),or that are renewable at the option of the Issuer to a date,more than one year after the original creation or assumption of such Debt by the Issuer. "Gross Revenues"mean all revenues,income and receipts of every nature derived or received by the Issuer from the operation and ownership of the System(other than grants,contributions in aid of construction, and meter deposits and amounts received pursuant to the Water Supply Contract between the Issuer and Utilities dated January 1, 1977),including the interest income from investment or deposit of money in any fund created by this Ordinance or maintained by the Issuer in connection with the System. "Holder"or"Holders"means the registered owner,whose name appears in the Registration Books,for any Prior Lien Obligation. "Interest and Sinking Fund"means the special fund maintained by the provisions of Sections 7 and 10 of this Ordinance. "Issuer"means the City of Wichita Falls, Texas, in Wichita County, Texas. "Maturity"means,when used with respect to any Debt,the date on which the principal of such Debt or any installment thereof becomes due and payable as therein provided,whether at the Stated Maturity thereof,or call for redemption, or otherwise. "Maximum Annual Debt Service Requirements" means the greatest requirement of Annual Debt Service Requirements (taking into account all mandatory principal redemption requirements) scheduled to occur in any future Year or in the then current Year for the particular obligations for which such calculation is made. Capitalized interest payments provided from Debt proceeds,accrued interest on any Debt,and interest earnings thereon shall be excluded in making such computation. "Net Earnings"means the Gross Revenues of the System after deducting the Operating Expenses of the System but not depreciation or other expenditures which,under standard accounting practice, should be charged to capital expenditures. "Net Revenues" mean all Gross Revenues remaining after deducting Operating Expenses. "Operating Expenses"means the reasonable and necessary expenses of operation and maintenance of the System,including all salaries,labor,materials,repairs and extensions necessary to render efficient service (but only such repairs and extensions as, in the judgment of the Issuer, are necessary to keep the System in operation and render adequate service or such as might be necessary to meet some physical accident or conditions which would otherwise impair the Prior Lien Obligations), and all payments under contracts for materials and services(including water supply contracts)provided to the Issuer that are required to enable the Issuer to render efficient service. Depreciation shall never be considered as an Operating Expense. "Ordinance" means this ordinance finally adopted by the City Council on April 5,2016. "Outstanding" means, when used with respect to Prior Lien Obligations, as of the date of determination, all Prior Lien Obligations theretofore delivered under this Ordinance and any ordinance authorizing Additional Prior Lien Obligations, except: (1) Prior Lien Obligations theretofore cancelled and delivered to the Issuer or delivered to the Paying Agent/Registrar for cancellation; 5 (2) Prior Lien Obligations deemed paid pursuant to the provisions of Section 20 of this Ordinance or any comparable section of any ordinance authorizing Additional Prior Lien Obligations; (3) Prior Lien Obligations upon transfer of or in exchange for and in lieu of which other Prior Lien Obligations have been authenticated and delivered pursuant to this Ordinance and any ordinance authorizing Additional Prior Lien Obligations; and (4) Prior Lien Obligations under which the obligations of the Issuer have been released, discharged or extinguished in accordance with the terms thereof. "Paying Agent/Registrar" means the paying agent/registrar for the Bonds, described in Section 4(a) hereof and identified in the Pricing Certificate. "Permitted Investments"means any security or obligation or combination thereof permitted under the Public Funds Investments Act,Chapter 2256,Texas Government Code,as amended or other applicable law. "Pledged Revenues" means (1)the Net Revenues,plus (2) any additional revenues, income, receipts, or other resources, including, without limitation,any grants,donations or income received or to be received from the United States Government,or any other public or private source,whether pursuant to an agreement or otherwise,which hereafter are pledged by the Issuer to the payment of the Prior Lien Obligations,and excluding those revenues excluded from Gross Revenues or excluded from Net Revenues. "Pricing Certificate" means the pricing certificate to be executed by the Pricing Officer and setting forth the terms of the Bonds. "Pricing Officer"means the City Manager and the Assistant City Manager/Chief Financial Officer of the Issuer, set forth in Section 3 of this Ordinance. "Prior Lien Obligations"means the Bonds and any Additional Prior Lien Obligations hereafter issued by the Issuer or obligations issued to refund any of the foregoing(as determined within the sole discretion of the City Council in accordance with applicable law) if issued in a manner that provides that the refunding bonds are payable from and equally and ratably secured by a first lien on and pledge of the Pledged Revenues. "Prior Lien Obligation Reserve Requirement" means the amount or a manner of calculating the amount established by each ordinance authorizing the issuance of Prior Lien Obligations that are to be secured by a debt service reserve fund to be held and maintained on deposit therein. With respect to the Bonds,such amount is the Required Reserve Amount established in Section I I(a)hereof. "Rating Agency"means any nationally recognized securities rating agency which has assigned,at the request of the Issuer, a rating to the Prior Lien Obligations. "Record Date"means Record Date as defined in the Form of Bonds in Section 5 of this Ordinance. "Refunded Bonds"means the Eligible Refunded Bonds designated by the Pricing Officer in the Pricing Certificate,to be refunded with proceeds of the Bonds. 6 "Registration Books"means the books or records for the registration of the transfer, conversion and exchange of the Bonds kept by the Paying Agent/Registrar. "Required Reserve Amount"means the amount required to be maintained in the 2016 Reserve Fund pursuant to the provisions of Section 11(a)of this Ordinance. "Required Reserve Fund Deposits"means the deposits and credits,if any,required to be made to the 2016 Reserve Fund pursuant to the provisions of Section 11 of this Ordinance. "Reserve Fund Obligation"means,to the extent permitted by law,(i)a policy of insurance or a surety bond,issued by an issuer of policies of insurance insuring the timely payment of debt service on governmental obligations,provided that a Rating Agency having an outstanding rating on Prior Lien Obligations would rate the Prior Lien Obligations fully insured by a standard policy issued by the issuer of such Reserve Fund Obligation in its two highest generic rating categories for such obligations; and(ii) a letter or line of credit issued by any financial institution,provided that a Rating Agency having an outstanding rating on the Prior Lien Obligations would rate the Prior Lien Obligations in any one of its two highest generic rating categories for such obligations if the letter or line of credit proposed to be issued by such financial institution secured the timely payment of the entire principal amount of the Prior Lien Obligations and the interest thereon. "Reserve Fund Obligation Payment"means any subrogation payment the Issuer is obligated to make from Pledged Revenues deposited in the 2016 Reserve Fund with respect to a Reserve Fund Obligation. "Special Project"means any water,sewer,wastewater reuse system property,improvement or facility or other public improvement declared by the Issuer not to be part of the System, for which the costs of acquisition, construction and installation are paid from proceeds of Special Project Bonds and for which all maintenance and operation expenses are payable from sources other than Pledged Revenues,but only to the extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to secure the payment or repayment of such costs of acquisition, construction and installation under such financing transaction. "Special Project Bonds"means special revenue obligations of the Issuer which are not secured by the Pledged Revenues,but which are secured by and payable solely from special contract revenues or payments received from the System, any other legal entity, or any combination thereof, in connection with a Special Project;and such revenues or payments shall not be considered as or constitute Gross Revenues of the System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of such Special Project Bonds. "Stated Maturity"means the annual principal payments of the Prior Lien Obligations payable on the respective dates set forth in the ordinances which authorized the issuance of such Prior Lien Obligations. "Subordinate Lien Obligations" means any bonds, notes, warrants, certificates of obligation, contractual obligations or other Debt issued by the Issuer that are payable from or reasonably expected to be payable in whole from,and equally and ratably secured by a lien on and pledge of the Pledged Revenues,such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues that are or will be pledged to the payment of any Prior Lien Obligations issued by the Issuer. "System" means the Issuer's existing combined water and sewer system, together with all future extensions, improvements, enlargements, and additions thereto, and all replacements thereof,provided that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the term System shall not include any Special Projects which are hereafter acquired or constructed by the Issuer with the proceeds of Special Project Bonds. 7 "System Fund"means the special fund created by the provisions of Sections 7 and 8 of this Ordinance. "Term oflssue"means with respect to any Balloon Debt,a period of time equal to the greater of(i)the period of time commencing on the date of issuance of such Balloon Debt and ending on the final maturity date of such Balloon Debt or(ii)twenty-five years. "Year"means the regular fiscal year used by the Issuer in connection with the operation of the System, currently September 30 of each year,which may be any twelve consecutive month period established by the Issuer. Section 2. RECITALS,AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. (b) The bonds of the City of Wichita Falls,Texas(the"Issuer")are hereby authorized to be issued and delivered in the aggregate principal amount hereinafter provided for the public purpose of providing funds to refund the Refunded Bonds,to fund the 2016 Reserve Fund if so designated in the Pricing Certificate,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,WATER AND SEWER SYSTEM REVENUE REFUNDING BOND, SERIES 2016"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 24 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof(in each case,the"Registered Owner"). The Bonds shall be in the respective denominations and principal amounts,shall be numbered,shall mature and be payable on the date or dates in each of the years and in the principal amounts,and shall bear interest to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the Pricing Certificate for such series of Bonds. Section 3. DELEGATION TO PRICING OFFICER. (a) As authorized by Section 1207.007,Texas Government Code,as amended,the City Manager and Assistant City Manager/Chief Financial Officer,or either of them(each a"Pricing Officer"),are each hereby authorized to act on behalf of the Issuer in selling and delivering the Bonds,determining which of the Eligible Refunded Bonds shall be refunded and carrying out the other procedures specified in this Ordinance, including,whether the Bonds shall be sold in one or more series and the date of sale and delivery of the Bonds, any additional or different designation or title by which the Bonds shall be known, the prices 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, conforming the Issuer's continuing disclosure agreement to comply with the requirements of SEC Rule 1.5c2-12 and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Bonds, including without limitation establishing the redemption date for and effecting the redemption of the Refunded Bonds,obtaining municipal bond insurance for all or any portion of the Bonds and obtaining a Reserve Fund Obligation in connection with the Bonds, and providing for the terms and provisions thereof applicable to the Bonds (including the execution of any commitment agreements, membership agreements in mutual insurance companies,and other similar agreements),all of which shall be specified in the Pricing Certificate;provided that: 8 (i) the aggregate original principal amount of the Bonds shall not exceed$88,130,000; (ii) the refunding of the Refunded Bonds must produce a present value debt service savings of at least$8,000,000,net of any Issuer contribution; (iii) the true interest cost of the Bonds shall not exceed 3.50%per annum provided that the net effective interest rate on the Bonds shall not exceed the maximum rate set forth in Chapter 1204, Texas Government Code, as amended; (iv) the final maturity of the Bonds may not be later than August 1, 2027; (v) the delegation made hereby shall expire if not exercised by the Pricing Officer on or before August 1, 2016. (b) In establishing the aggregate principal amount of the Bonds,the Pricing Officer shall establish an amount not exceeding the amounts authorized in Subsection(a)hereof,which shall be sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay costs of issuing the Bonds. The Bonds shall be sold with and subject to such terms as set forth in the Pricing Certificate. (c)The Pricing Officer shall select the Eligible Refunded Bonds to be refunded in accordance with the limitations set forth above. Section 4. CHARACTERISTICS OF THE BONDS. (a) Appointment of Paying Agent/Registrar. The selection and appointment of the Paying Agent/Registrar shall be as provided in the Pricing Certificate. The Mayor or either Pricing Officer is authorized and directed to execute and deliver in the name and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar in substantially the form presented at this meeting. (b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept Registration Books at the corporate trust office of the Paying Agent/Registrar,and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe;and the Paying Agent/Registrar shall make such registrations,transfers, conversions and exchanges as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed,as herein provided;but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed,and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar,but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law,shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. (c) Authentication. Except as provided in subsection(i)of this section,an authorized representative of the Paying 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 9 additional ordinances,orders or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof,and the Paying Agent/Registrar shall provide for the printing,execution and delivery of the substitute Bonds in the manner prescribed herein. Pursuant to Subchapter D,Chapter 1201,Texas Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable,and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds,as provided in this Ordinance. However,in the event of a nonpayment of interest on a scheduled payment date, and for thirty(30) days thereafter, a new record date for such interest payment(a "Special Record Date")will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest(which shall be 15 days after the Special Record Date) shall be sent at least five(5)business days prior to the Special Record Date by United States mail,first class postage prepaid, to the address of each registered owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the contrary,the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the registered owners, as shown in the Registration Books as provided in this Ordinance,or their respective attorneys duly authorized in writing,and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. (f) Paying A eng t/Re ig strar. 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 agency 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. By accepting the position and performing as such,each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (g) Substitute Paying A eng t/Re ig stray. The Issuer reserves the right to,and may,at its option,change the Paying Agent/Registrar upon not less than 1.20 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar(or its successor by merger, acquisition, or other method)should resign or otherwise cease to act as such,the Issuer covenants that promptly it will appoint a competent and legally qualified bank,trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books(or a copy thereof),along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and 10 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. (h) Book-Entry OnlyS. sy tem. The Bonds issued in exchange for the Bonds initially issued to the purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof and the ownership of each such Bond shall be registered in the name of Cede&Co., as nominee of DTC, and except as provided in subsections 0)and(k)of this Section, all of the outstanding Bonds shall be registered in the name of Cede&Co., as nominee of DTC. (i) Blanket Letter of Representations. The previous execution and delivery of the Blanket Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Bonds. Notwithstanding anything to the contrary contained herein, while the Bonds are subject to DTC's Book-Entry Only System and to the extent permitted by law,the Letter of Representations is hereby incorporated herein and its provisions shall prevail over any other provisions of this Ordinance in the event of conflict. 0) Bonds Registered in the Name of Cede &Co. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any 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. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede&Co.,and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record date,the words"Cede&Co."in this Ordinance shall refer to such new nominee of DTC. (k) Successor Securities Depository;Transfers Outside Book-Entry OnlySystem. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (1) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended,notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event,the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede&Co.,as nominee of DTC,but may be registered in the name of the successor securities depository,or its nominee,or in whatever name or names registered owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. (1) Payments to Cede&Co. Notwithstanding any other provision of this Ordinance to the contrary,so long as any Bond is registered in the name of Cede&Co.,as nominee of DTC,all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively,in the manner provided in the representation letter of the Issuer to DTC. 11 (m) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully registered form, without interest coupons,with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof,(ii)may and shall be redeemed prior to their scheduled maturities,(iii)may be transferred and assigned,(iv)may be converted and exchanged for other Bonds,(v)shall have the characteristics,(vi)shall be signed,sealed,executed and authenticated,(vii)the principal of and interest on the Bonds shall be payable,and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance is not required to be,and shall not be,authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/registrar's Authentication Bond,in the FORM OF BOND set forth in this Ordinance. (n) Cancellation of Initial Bonds. On the closing date, one initial Bond representing the entire principal amount of a series of the Bonds,payable in stated installments to the purchaser designated in Section 24 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 such initial Bond,the Paying Agent/Registrar shall cancel such initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of such Bonds,in the aggregate principal amount of all of the Bonds for such maturity,registered in the name of Cede&Co.,as nominee of DTC. 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 5. 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- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF WICHITA FALLS, TEXAS WATER AND SEWER SYSTEM REVENUE REFUNDING BOND SERIES 2016 Interest Rate Delivery Date Maturity Date CUSIP No. REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS 12 ON THE MATURITY DATE specified above,the City of Wichita Falls,in Wichita County, Texas (the"Issuer"),being a political subdivision and municipal corporation of the State of Texas,hereby promises to pay to the Registered Owner specified above,or registered assigns(hereinafter called the"Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof(calculated on the basis of a 360-day year of twelve 30-day months) from at the Interest Rate per annum specified above. Interest is payable on and semiannually on each and thereafter to the Maturity Date specified above,or the date of redemption prior to maturity;except,if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date(hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date,in which case such principal amount shall bear interest from such next following interest payment date; provided, however,that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid,then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity,or upon the date fixed for its redemption prior to maturity,at the principal corporate trust office of , , 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 Record Date and of the scheduled payment date of the past due interest(which shall be 15 days after the Special Record Date)shall be sent at least five business days prior to the Special Record Date by United States mail,first-class postage prepaid,to the address of each owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity 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 Agent/Registrar is located are authorized by law or executive order to close,then the date for such payment shall be the next succeeding day that is not such a Saturday,Sunday,legal holiday or day on 13 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 secured by a first lien on and pledge of the Pledged Revenues of the Issuer's Water and Sewer System and to pay the costs incurred in connection with the issuance of the Bonds. ON , or on any date thereafter, the Bonds of this series 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 Issuer,by the principal amount of any Term Bonds of the same maturity which,at least 50 days prior to a mandatory redemption date(1) shall have been acquired by the Issuer 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 Issuer 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. 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 14 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. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date, and such notice shall be of no effect unless such moneys are so deposited on 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. 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 therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. THE BONDS are special obligations of the Issuer payable solely from and equally secured by a first lien on and pledge of the Pledged Revenues of the Issuer's Water and Sewer System.Reference is hereby made 15 to the Bond Ordinance for a more complete statement of the covenants and provisions securing the payment of this Bond and the series of which it is one. THE ISSUER EXPRESSLY RESERVES the right to issue further and additional special revenue obligations equally secured by a lien on and pledge of the Pledged Revenues of the Issuer's Water and Sewer System on a parity with the Bonds of this issue;provided,however,that any and all such additional Prior Lien Obligations may be issued only in accordance with and subject to the covenants, conditions,limitations and restrictions relating thereto which are set out and contained in the Bond Ordinance, to which reference is hereby made for more complete and full particulars. The Issuer has further reserved the right in the Bond Ordinance to issue Subordinate Lien Obligations and to finance Special Projects that are not part of the System and not payable from Pledged Revenues and for which all maintenance and operation expenses are payable from sources other than Pledged Revenues. THE HOLDER HEREOF shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation or from any sources whatsoever other than those described in the Bond Ordinance. IT IS HEREBY certified,recited and covenanted that this Bond has been duly and validly authorized, issued and delivered;that all acts,conditions and things required or proper to be performed,exist and be done precedent to or in the authorization,issuance and delivery of this Bond have been performed,existed and been done in accordance with law. 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 Re gistered 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 (or in the Mayor's absence, the Mayor Pro Tem of the Issuer) and countersigned with the manual or facsimile signature of the City Clerk of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. (signature) (signature) City Clerk Mayor (SEAL) (b) Form of Paying Agent/Registrar's Authentication Certificate. PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a bond,bonds, or a portion of a bond or bonds of a series that originally was approved by the 16 Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: Paying Agent/Registrar By: Authorized Representative (c) Form of Assignment. ASSIGNMENT (Please print or type clearly) For value received,the undersigned hereby sells, assigns and transfers unto: Transferee's Social Security or Taxpayer Identification Number: Transferee's name and address, including zip code: the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof,with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an NOTICE:The signature above must correspond with eligible guarantor institution participating in a the name of the Registered Owner as it appears upon securities transfer association recognized signature the front of this Bond in every particular, without guarantee program. alteration or enlargement or any change whatsoever. (d) Form of Registration Certificate of the Comptroller of Public Accounts. COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that there is on file and of record in my office a true and correct copy of the opinion of the Attorney General of the State of Texas approving this Bond and that this Bond has been registered this day by me. Witness my signature and sea] this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) 17 (e) Initial Bond Insertions. (i) The initial.Bond shall be in the form set forth is paragraph(a)of this Section,except that: A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words"As shown below"and"CUSIP No. " shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF WICHITA FALLS, TEXAS, in Wichita County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas,hereby promises to pay to the Registered Owner specified above,or registered assigns(hereinafter called the"Registered Owner"),on in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amount Interest Rates (Information from Pricing Certificate 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 6. PLEDGE OF PLEDGED REVENUES. (a) The Issuer hereby covenants and agrees that the Pledged Revenues are hereby irrevocably pledged to the payment and security of the Prior Lien Obligations,including the establishment and maintenance of the special funds created, established and maintained for the payment and security thereof, all as hereinafter provided; and it is hereby ordered that the Prior Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Pledged Revenues and be valid and binding without any physical delivery thereof or further act by the Issuer,and the lien created hereby on the Pledged Revenues for the payment and security of the Prior Lien Obligations, including the establishment and maintenance of the special funds created, established and maintained for the payment and security thereof,shall be superior to the lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien Obligations heretofore or hereafter issued by the Issuer. (b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the Pledged Revenues 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 18 amendment being that the pledge of the Pledged Revenues 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 Holders 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 7. SPECIAL FUNDS. To provide for the payment of the Bonds and any Additional Prior Lien Obligations there are created and established,and are hereby confirmed and ordered to be maintained so long as Prior Lien Obligations are outstanding,the following limited special funds: (a)Wichita Falls Water and Sewer System Fund,hereinafter called the "System Fund." (b) Wichita Falls Water and Sewer System Revenue Bonds Interest and Sinking Fund, hereinafter called the"Interest and Sinking Fund." (c)Wichita Falls Water and Sewer System Revenue Bonds 2016 Reserve Fund,hereinafter called the "2016 Reserve Fund." Each such Fund shall be accounted for separate and apart from all other funds of the Issuer,and shall be maintained in a Depository of the Issuer. Section 8. SYSTEM FUND. The Issuer hereby covenants, agrees and establishes that the Gross Revenues shall be deposited and credited to the System Fund immediately as collected and received. All Operating Expenses are and shall be paid from such Gross Revenues as a first charge against same. Section 9. FLOW OF FUNDS. (a) All Gross Revenues deposited and credited to the System Fund shall be pledged and appropriated to the extent required for the following uses and in the order of priority shown: First: to the payment of all necessary and reasonable Operating Expenses as defined herein, and the payment of such Operating Expenses shall be a first charge on and claim against the Gross Revenues. Second: to the payment of the amounts required to be deposited and credited to the Interest and Sinking Fund created and established for the payment of the Prior Lien Obligations and any Additional Prior Lien Obligations issued by the Issuer as the same become due and payable. Third: pro rata to the payment of the amounts required to be deposited and credited (i) to the 2016 Reserve Fund created and established in accordance with the provisions of this Ordinance to maintain the Required Reserve Amount therein, and (ii) to each other reserve fund created and established to maintain a reserve in accordance with the provisions of the ordinances relating to the issuance of any Additional Prior Lien Obligations hereafter issued by the Issuer. Fourth: to make payment, including payment of amounts required for reserve fund requirements, of Subordinate Lien Obligations. (b) Any Pledged Revenues remaining in the System.Fund after satisfying the foregoing payments,or making adequate and sufficient provision for the payment thereof,may be appropriated and used for any other Issuer purpose now or hereafter permitted by law. 19 Section 10. INTEREST AND SINKING FUND. (a) For purposes of providing funds to pay the principal of,premium,if any,and interest on the Prior Lien Obligations as the same become due and payable, including any mandatory sinking fund redemption payments,the Issuer agrees that it shall maintain the Interest and Sinking Fund.The Issuer covenants to deposit and credit to the Interest and Sinking Fund prior to each principal,interest payment or redemption date from the available Pledged Revenues an amount equal to one hundred percent(100%) of the amount required to fully pay the interest on and the principal of the Prior Lien Obligations then coming due and payable. (b) The required deposits and credits to the Interest and Sinking Fund shall continue to be made as hereinabove provided until such time as (i) the total amount on deposit in and credited to the Interest and Sinking Fund and the 2016 Reserve Fund(and in any reserve fund created pursuant to Section 11(g)hereof, taking into account any Reserve Fund Obligation held in or for the benefit of any such reserve fund)is equal to the amount required to fully pay and discharge all outstanding Prior Lien Obligations(principal,premium,if any, and interest) or(ii)the Prior Lien Obligations are no longer outstanding. (c) Accrued interest and capitalized interest, if any, received from the purchaser of any Prior Lien Obligation shall be taken into consideration and reduce the amount of the deposits and credits hereinabove required into the Interest and Sinking Fund. Section 11. 2016 RESERVE FUND. (a) There is hereby created and ordered held at a Depository of the Issuer,for the benefit of the Bonds, the 2016 Reserve Fund. In accordance with Section 9,the Issuer shall deposit and credit to the 2016 Reserve Fund amounts required to maintain the balance in the 2016 Reserve Fund in an amount equal to the Average Annual Debt Service Requirements on the Bonds(the"Required Reserve Amount"). The Required Reserve Amount shall be maintained in the 2016 Reserve Fund at all times after the delivery of the Bonds. There shall be deposited into the 2016 Reserve Fund any Reserve Fund Obligations so designated by the Issuer. All funds, investments and Reserve Fund Obligations on deposit and credited to the 2016 Reserve Fund shall be used solely for(i) the payment of the principal of and interest on the Bonds, when and to the extent other funds available for such purposes are insufficient,(ii)to make Reserve Fund Obligation Payments,and(iii)to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. (b) When and for so long as the cash,investments and Reserve Fund Obligations in the 2016 Reserve Fund equal the Required Reserve Amount or the portion then required to be on deposit therein,no deposits need be made to the credit of the 2016 Reserve Fund;but, if and when the 2016 Reserve Fund at any time contains less than the Required Reserve Amount then required to be on deposit therein,the Issuer covenants and agrees that the Issuer shall cure the deficiency in the 2016 Reserve Fund by making Required Reserve Fund Deposits to such fund from the Pledged Revenues in accordance with Section 9 by monthly deposits in amounts equal to not less than 1/60th of the Required Reserve Amount,with any such deficiency payments being made on or before the last day of each month until the Required Reserve Amount has been fully funded or restored. In addition, in the event that a portion of the Required Reserve Amount is represented by a Reserve Fund Obligation,the Required Reserve Amount shall be restored as soon as possible from monthly deposits of Pledged Revenues on deposit in the System Fund in accordance with Section 9, but subject to making the full deposits and credits to the Interest and Sinking Fund required to be made by Section 1.0.The Issuer further covenants and agrees that, subject only to the prior deposits to be made to the Interest and Sinking Fund,the Pledged Revenues shall be applied and appropriated and used to establish and maintain the Required Reserve Amount,including by paying Reserve Fund Obligation Payments when due,and any reserve established for the benefit of any issue or series of Additional Prior Lien Obligations and to cure any deficiency in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to the issuance 20 of Additional Prior Lien Obligations. Reimbursements to the provider,if any, of a Reserve Fund Obligation shall constitute the making up of a deficiency in the 2016 Reserve Fund to the extent that such reimbursements result in the reinstatement, in whole or in part, as the case may be, of the amount of the Reserve Fund Obligation. (c) Earnings and income derived from the investment of amounts held for the credit of the 2016 Reserve Fund shall be retained in the 2016 Reserve Fund until the 2016 Reserve Fund contains the Required Reserve Amount. During such time as the 2016 Reserve Fund contains the Required Reserve Amount or any cash or Permitted Investment is replaced with a Reserve Fund Obligation pursuant to subsection(d)below,the Issuer may,at its option,withdraw all surplus funds in the 2016 Reserve Fund and deposit such surplus in the System Fund;provided that the face amount of any Reserve Fund Obligation may be reduced at the option of the Issuer in lieu of such transfer. Notwithstanding the foregoing,any surplus funds in the 2016 Reserve Fund that consist of proceeds of the Bonds or interest thereon shall be used for purposes for which the Bonds were issued or deposited to the Interest and Sinking Fund. (d) The Issuer may at any time deposit,supplement,replace or substitute a Reserve Fund Obligation for cash or Permitted Investments on deposit in the 2016 Reserve Fund or in substitution for or replacement of any existing Reserve Fund Obligation,provided,that the deposit,supplement,replacement or substitution of the Reserve Fund Obligation will not, in and of itself, cause any ratings then assigned to the Bonds by any Rating Agency to be lowered and the ordinance authorizing the substitution of the Reserve Fund Obligation for all or part of the Required Reserve Amount contains a finding that such substitution is cost effective. Notwithstanding any other provision of this Ordinance,if a Reserve Fund Obligation is utilized in connection with the Bonds after the issuance date of the Bonds, the Issuer must specifically approve any such Reserve Fund Obligation and any such Reserve Fund Obligation must be submitted to the Attorney General of Texas(if submission is then required by law) for approval. (e) If the Issuer is required to make a withdrawal from the 2016 Reserve Fund for any of the purposes described in this Section, the Issuer shall promptly notify the issuer of such Reserve Fund Obligation of the necessity for a withdrawal from the 2016 Reserve Fund for any such purposes,and shall make such withdrawal FIRST from available moneys or Permitted Investments then on deposit in the 2016 Reserve Fund,and NEXT from a drawing under any Reserve Fund Obligation to the extent of such deficiency. (f) In the event there is a draw upon the Reserve Fund Obligation,the Issuer shall reimburse the issuer of such Reserve Fund Obligation for such draw, in accordance with the terms of any agreement pursuant to which the Reserve Fund Obligation is used, from. Pledged Revenues, however, such reimbursement from Pledged Revenues shall be in accordance with the provisions of Section 11(b)hereof and shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and interest on the then outstanding Prior Lien Obligations. (g) The Issuer may create and establish a debt service reserve fund pursuant to the provisions of any ordinance or other instrument authorizing the issuance of Prior Lien Obligations for the purpose of securing that particular issue or series of Prior Lien Obligations or any specific group of issues or series of Prior Lien Obligations(including the combining of debt service reserve funds for Prior Lien Obligations so long as the requirements of each ordinance authorizing such Prior Lien Obligations are satisfied),and the amounts once deposited or credited to said debt service reserve funds shall no longer constitute Pledged Revenues and shall. be held solely for the benefit of the owners of the particular Prior Lien Obligations for which such debt service reserve fund was established. Each debt service reserve fund shall receive a pro rata amount of the Pledged Revenues after the requirements of the Interest and Sinking Fund,which secures all Prior Lien Obligations, have first been met. Each such debt service reserve fund shall be designated in such manner as is necessary to identify the Prior Lien Obligations it secures and to distinguish such debt service reserve fund from the debt 21 service reserve funds created for the benefit of other Prior Lien Obligations. Each ordinance authorizing the issuance of Prior Lien Obligations that are to be secured by a debt service reserve fund shall specify the amount or a manner of calculating the amount to be held and maintained on deposit therein. Section 12. DEFICIENCIES; EXCESS PLEDGED REVENUES. (a)Deficiencies. If on any occasion there shall not be sufficient Pledged Revenues(after making all payments pertaining to all Prior Lien Obligations)to make the required deposits and credits to the Interest and Sinking Fund and the 2016 Reserve Fund, then such deficiency shall be cured as soon as possible from the next available unallocated Pledged Revenues,or from any other sources available for such purpose,and such deposits and credits shall be in addition to the amounts otherwise required to be deposited and credited to such funds. (b) Excess Pledged Revenues. Subject to making the deposits and credits required by this Ordinance or any ordinances authorizing the issuance of Additional Prior Lien Obligations,or the payments and credits required by the provisions of the ordinances authorizing the issuance of Subordinate Lien Obligations heretofore or hereafter issued by the Issuer,the excess Pledged Revenues may be used for any lawful purpose. Section 13. INVESTMENT OF FUNDS; VALUATION; FUNDS SECURED; TRANSFER OF INVESTMENT INCOME. (a) Moneys in any fund established pursuant to this Ordinance may, at the option of the Issuer,be invested in Permitted Investments,provided that all such deposits and investments shall have a market value exclusive of accrued interest at all times at least equal to the amount of money credited to such funds,and shall be made in such manner that the money required to be expended from any Fund will be available at the proper time or times. Moneys in the 2016 Reserve Fund shall not be invested in securities maturing later than the final maturity of the Bonds.Such investments shall be valued in terms of current market value as of the last day of each Year,except that direct obligations of the United States(State and Local Government Series)in book- entry form shall be continuously valued at their par or face principal amount. Such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds or any Additional Prior Lien Obligations issued. To the extent not invested, moneys in any fund established pursuant to this Ordinance shall be secured in the manner prescribed by law for securing funds of the Issuer. (b) All interest and income derived from such investments (other than interest and income derived from amounts credited to the 2016 Reserve Fund or any other reserve fund created in accordance with Section 11(g)hereof, if the 2016 Reserve Fund or such other reserve fund, as the case may be, does not contain the Required Reserve Amount or the Prior Lien Obligation Reserve Requirement, as the case may be) shall be credited to the System Fund semi-annually and shall constitute Gross Revenues. Section 14. PAYMENT OF PRIOR LIEN OBLIGATIONS. While any of the Prior Lien Obligations are outstanding,the Issuer shall transfer to the respective paying agent/registrar therefor,from funds on deposit in and credited to the Interest and Sinking Fund, and,if necessary,in the 2016 Reserve Fund with respect to the Bonds, amounts sufficient to fully pay and discharge promptly the interest on and principal of the Prior Lien Obligations as shall become due on each interest or principal payment date,or date of redemption of the Prior Lien Obligations; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with each respective paying agent/registrar for the Prior Lien Obligations not later than the business day next preceding the date such payment is due on the Prior Lien Obligations. The Paying Agent/Registrar shall destroy all paid Prior Lien Obligations and furnish the Issuer with an appropriate certificate of cancellation or destruction. 22 Section 15. ISSUER COVENANTS. The Issuer further covenants and agrees that in accordance with and to the extent required or permitted by law: (a) Performance. It will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in any ordinance authorizing the issuance of Prior Lien Obligations, including this Ordinance,and in each and every Prior Lien Obligation;it will promptly pay or cause to be paid the principal of and interest on every Prior Lien Obligation on the dates and in the places and manner prescribed in such ordinances and obligations; and it will, at the times and in the manner prescribed,deposit and credit or cause to be deposited and credited the amounts required to be deposited and credited to the Interest and Sinking Fund and the 2016 Reserve Fund. (b) Issuer's Legal Authority. It is a duly created and existing home rule city of the State of Texas,and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the Holders thereof are and will be valid and enforceable special obligations of the Issuer in accordance with their terms. (c) Title. It has or will obtain lawful title to the lands,buildings,structures and facilities constituting the System,that it warrants that it will defend the title to all the aforesaid lands,buildings,structures and facil- ities,and every part thereof,for the benefit of the Holders of the Prior Lien Obligations,against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the payment of the Prior Lien Obligations in the manner prescribed herein,and has lawfully exercised such rights. (d) Liens. It will from time to time and before the same become delinquent pay and discharge all taxes,assessments and governmental charges,if any,which shall be lawfully imposed upon it,or the System;it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law become a lien or charge thereon,the lien of which would be prior to or interfere with the liens hereof,so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's,laborer's,materiahnan's or other lien or charge which might or could be prior to the liens hereof,or do or suffer any matter or thing whereby the liens hereof might or could be impaired;provided,however,that no such tax,assessment or charge,and that no such claims which might be used as the basis of a mechanic's,laborer's,materialman's or other lien or charge,shall be required to be paid so long as the validity of the same shall be contested in good faith by the Issuer. (e) Operation of System;No Free Service. It will,while any Prior Lien Obligations are outstanding, continuously and efficiently operate the System,and shall maintain the System in good condition,repair and working order,all at reasonable cost. No free service of the System shall be allowed,and should the Issuer or any of its agencies or instrumentalities make use of the services and facilities of the System,payment of the reasonable value shall be made by the Issuer out of funds from sources other than the Gross Revenues of the System,unless made from surplus or excess Pledged Revenues as permitted in Section 12. (f) Further Encumbrance. While any Prior Lien Obligations are outstanding,it will not additionally encumber the Pledged Revenues in any manner, except as permitted in this Ordinance in connection with Additional Prior Lien Obligations,unless said encumbrance is made junior and subordinate in all respects to the liens,pledges, covenants and agreements of this Ordinance; but the right of the Issuer to issue or incur obligations payable from a subordinate lien on the Pledged Revenues is specifically recognized and retained. (g) Sale or Disposal of Property. While any Prior Lien Obligations are outstanding,it will not sell, convey,mortgage, encumber, lease or in any manner transfer title to,or release without due consideration in whole or in part contractual rights constituting part of the System,or any significant or substantial part thereof, provided that whenever the Issuer deems it necessary to dispose of any other property,machinery,fixtures or 23 equipment, it may sell or otherwise dispose of such property, machinery, fixtures or equipment when it has made arrangements to replace the same or provide substitutes therefor, unless it is determined that no such replacement or substitute is necessary. Proceeds from any sale hereunder not used to replace or provide for substitution of such property sold,shall be used for improvements to the System or to purchase or redeem Prior Lien Obligations. (h) Insurance. (1) The Issuer shall insure such parts of the System as would usually be insured by corporations operating like properties, with responsible insurance companies, against loss to the extent insurance is usually carried by corporations operating like properties. To the extent reasonably obtainable,it shall include insurance against the perils of fire, extended coverage and flooding and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the Issuer's attorney gives a written opinion to the effect that the Issuer is not liable for claims which would be protected by such insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor, the Issuer shall not be required to carry insurance on the work being constructed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their agents and representatives at all reasonable times. Upon the happening of any loss or damage covered by insurance from one or more of said causes, the Issuer shall make due proof of loss and shall do all things necessary or desirable to cause the insuring companies to make payment in full directly to the Issuer. The proceeds of insurance covering such property,together with any other funds necessary and available for such purpose, shall be used forthwith by the Issuer for repairing the property damaged or replacing the property destroyed;provided,however,that if said insurance proceeds and other funds are insufficient for such purpose, then said insurance proceeds pertaining to the System shall be used promptly as follows: (1) for the redemption prior to maturity of the Prior Lien Obligations,ratably in the proportion that the outstanding principal of each series of Prior Lien Obligations bears to the total outstanding principal of all Prior Lien Obligations,provided that,if on any such occasion the principal of any such series is not subject to redemption, it shall not be regarded as outstanding in making the foregoing computation; or (ii) if none of the outstanding Prior Lien Obligations is subject to redemption,then for the purchase on the open market and retirement of said Prior Lien Obligations in the same proportion as prescribed in the foregoing clause(i),to the extent practicable;provided,however,that the purchase price for any Prior Lien Obligation shall not exceed the redemption price of such Prior Lien Obligation on the first date upon which it becomes subject to redemption; or (iii) to the extent that the foregoing clauses(i)and(ii)cannot be complied with at the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special and separate trust fund,at a Depository,to be designated the Insurance Account. The Insurance Account shall be held until such time as the foregoing clauses (i) and/or (ii) can be complied with, or until other funds become available which,together with the Insurance Account,will be sufficient to make the repairs or replacements originally required,whichever of said events occurs first. (2) The foregoing provisions of(1)above notwithstanding,the Issuer shall have authority to enter into coinsurance or similar plans where risk of loss is shared in whole or in part by the Issuer. (3) The annual audit hereinafter required shall contain a section commenting on whether or not the Issuer has complied with the requirements of this Section with respect to the maintenance of insurance,and listing all policies carried, and whether or not all insurance premiums upon the insurance policies to which reference is herembefore made have been paid. 24 (i) Governmental Agencies. It will comply with all of the terms and conditions of any and all franchises,permits and authorizations applicable to or necessary with respect to the System,and which have been obtained from any governmental agency;and the Issuer has or will obtain and keep in full force and effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. 0) No Competition. That so far as it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System's facilities and,to the extent that it legally may,the Issuer will prohibit any such competing facilities. (k) Records. It will keep proper books of record and account in which full,true and correct entries will be made of all dealings,activities and transactions relating to the System,the Pledged Revenues,and the funds created pursuant to this Ordinance, and all books, documents and vouchers relating thereto shall at all reasonable times be made available for inspection upon request of a Holder of Prior Lien Obligations. (1) Audits.After the close of each Year while any Prior Lien Obligation is outstanding,it will cause an audit to be made of the books and accounts relating to the Authority,including the System and the Pledged Revenues by an Accountant. As soon as practicable after the close of each such Year,and when said audit has been completed and made available to the Issuer,a copy of such audit for the preceding Year shall be mailed to the Municipal Advisory Council of Texas. Such annual audit reports shall be open to the inspection of the Holders of Prior Lien Obligations and their agents and representatives at all reasonable times. (m) Rate Covenant. It will fix,establish,maintain and collect such rates,charges and fees for the use and availability of the System at all times as are necessary to produce Gross Revenues equal to the greater of amounts sufficient: (a) (1)to pay all current Operating Expenses,and(2)to produce Net Revenues for each Year at least equal to 1.15 times the Average Annual Debt Service Requirements of all then outstanding Prior Lien Obligations, or (b) to pay the sum of: (i)all current Operating Expenses, (ii)the Average Annual Debt Service Requirements of all then outstanding Prior Lien Obligations and Subordinate Lien Obligations, (iii) required deposits to a reserve fund for any Prior Lien Obligations and Subordinate Lien Obligations then outstanding,and(iv)amounts required to pay all other obligations of the System reasonably anticipated to be paid from Gross Revenues during the current Year. Section 16. ISSUANCE OF ADDITIONAL PRIOR LIEN OBLIGATIONS. (a) The Issuer shall have the right and power at any time and from time to time and in one or more series or issues,to authorize,issue and deliver Additional Prior Lien Obligations,in accordance with law,in any amounts,for purposes of extending,improving or repairing the System or for the purpose of refunding of any Prior Lien Obligations, Subordinate Lien Obligations or other obligations of the Issuer incurred in connection with the ownership or operation of the System. Such Additional Prior Lien Obligations, if and when authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made payable equally and ratably on a parity with all other Prior Lien Obligations at the time outstanding and unpaid, from a first lien on and pledge of the Pledged Revenues herein granted. (b) The Interest and Sinking Fund shall secure and be used to pay all Prior Lien Obligations. Each ordinance under which Additional Prior Lien Obligations are issued shall provide and require that,in addition to the amounts required by the provisions of this Ordinance and the provisions of any other ordinance or 25 ordinances authorizing Additional Prior Lien Obligations to be deposited to the credit of the Interest and Sinking Fund,the Issuer shall deposit to the credit of the Interest and Sinking Fund at least such amounts as are required for the payment of all principal of and interest on said Additional Prior Lien Obligations then being issued, as the same come due. (c) Additional Prior Lien Obligations shall be issued only in accordance with this Ordinance, but notwithstanding any provisions of this Ordinance to the contrary,no installment,series or issue of Additional Prior Lien Obligations shall be issued or delivered unless: (i) The Designated Financial Officer shall have executed a certificate stating(A)(1)that,to the best of such person's knowledge and belief,the Issuer is not then in default as to any covenant or requirement contained in any ordinance authorizing the issuance of outstanding Prior Lien Obligations, and(ii) payments into all special funds or accounts created and established for the payment and security of all outstanding Prior Lien Obligations have been made and that the amounts on deposit in such special funds or accounts are the amounts then required to be on deposit therein or(B)the application of the proceeds of sale of such obligations then being issued will cure any such deficiency; and (ii)The Designated Financial Officer shall have executed a certificate stating that based on the books and records of the Issuer,during either the preceding Year,or any twelve(12)consecutive months out of the fifteen(15)months immediately preceding the date of the then proposed Additional Prior Lien Obligations, the Net Earnings are at least equal to 1.15 times the Average Annual Debt Service Requirements(computed on a fiscal year basis)of the Prior Lien Obligations to be outstanding after the issuance of the then proposed Additional Prior Lien Obligations. (d)If the proceeds of the Additional Prior Lien Obligations are to be used to construct or acquire a Capital Addition, the certificate required by (c)(ii) above shall not be required, and the following two certificates shall be required: (i)The Designated Financial Officer shall have executed a certificate stating that based on the books and records of the Issuer,during either the preceding Year,or any twelve(12)consecutive months out of the fifteen(15)months immediately preceding the date of the then proposed Additional Prior Lien Obligations, the Net Earnings are at least equal to 1.15 times the Average Annual Debt Service Requirements(computed on a fiscal year basis)of the Prior Lien Obligations to be outstanding at the time of issuance of the Additional Prior Lien Obligations then being issued; and (ii) a certificate of an Accountant to the effect that the projected Net Earnings will be, in his or its opinion, for each of the five (5) Years subsequent to the date the Capital Addition becomes commercially operative(as estimated in the engineering report pertaining thereto)equal to at least 1.15 times the Average Annual Debt Service Requirements for Prior Lien Obligations then outstanding and all Additional Prior Lien Obligations estimated to be issued,if any,for all improvements to the System and for all Capital Additions then in progress or then being initiated during the period from the date the first series of obligations for the Capital Addition is to be delivered through the fifth Year subsequent to the date the Capital Addition is estimated to become commercially operative. (e) In making a determination of Net Earnings for any of the purposes described in this Section,the Designated Financial Officer may take into consideration a change in the rates and charges for services and facilities afforded by the System that became effective at least sixty(60)days prior to the date the ordinance authorizing the issuance of the Additional Prior Lien Obligations is adopted and,for purposes of satisfying the Net Earnings tests described above,make a pro forma determination of the Net Earnings of the System for the period of time covered by said Designated Financial Officer's certification or opinion based on such change in 26 rates and charges being in effect for the entire period covered by said Designated Financial Officer's certificate or opinion. (f)Prior Lien Obligations may be refunded(pursuant to any law then available)upon such terms and conditions as the Issuer may deem to be in the best interest of the Issuer and its inhabitants,and if less than all such outstanding Prior Lien Obligations are refunded,the proposed refunding bonds shall be considered as "Additional Prior Lien Obligations" under the provisions of this Section and the certificate required in subsection(c)(ii)shall give effect to the issuance of the proposed refunding bonds(and shall not give effect to the bonds being refunded following their cancellation or provision being made for their payment). (g)All calculations of Average Annual Debt Service Requirements made pursuant to this Section shall be made as of and from the date of the Additional Prior Lien Obligations then proposed to be issued. Section 17. NO ISSUANCE OF OBLIGATIONS SENIOR TO THE PRIOR LIEN OBLIGATIONS. That the Issuer covenants and agrees that it will not issue any obligations payable from and secured,in whole or in part,by a lien on and pledge of the Pledged Revenues,senior in rank and dignity to the lien on and pledge of such Pledged Revenues securing the payment of the Prior Lien Obligations,it being the intent of the Issuer that upon the issuance of the Bonds,the Issuer will finance improvements and extensions of the System and refinance obligations issued for the purpose of improving and extending the System with Prior Lien Obligations. Section 18. ISSUANCE OF SUBORDINATE OBLIGATIONS. The Issuer hereby reserves the right to issue,at any time,obligations including,but not limited to,Subordinate Lien Obligations,payable from and equally and ratably secured,in whole or in part,by a lien on and pledge of the Pledged Revenues,subordinate and inferior in rank and dignity to the lien on and pledge of such Pledged Revenues securing the payment of the Prior Lien Obligations, as may be authorized by the laws of the State of Texas. Section 19. ISSUANCE OF SPECIAL PROJECT BONDS. Nothing in this Ordinance shall be construed to deny the Issuer the right and it shall retain, and hereby reserves unto itself, the right to issue Special Project Bonds secured by liens on and pledges of revenues and proceeds derived from Special Projects. Section 20. 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 funds created and the revenues herein 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 irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer 27 expressly reserves the right to call the Defeased Bonds for redemption; (2)gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities,maturing in the amounts and times as hereinbefore set forth,and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon,with respect to which such money has been so deposited,shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited,shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term"Defeasance Securities"means any securities and obligations now or hereafter authorized by the laws of the State of Texas that are eligible to refund,retire or otherwise discharge obligations such as the Bonds. (d) Until all Defeased Bonds shall have become due and payable,the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. Section 21. 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 Section,in the event any such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal of,redemption premium,if any,or interest on the Bond,the Issuer may authorize the payment of the same (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. 28 (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,printing,and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost,stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost,stolen or destroyed Bond shall be found at any time,or be enforceable by anyone,and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Section 1206.022, Government Code, this Section 21 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 4(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 22. CUSTODY,APPROVAL,AND REGISTRATION OF BONDS;BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer and each Pricing Officer are hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery and their investigation,examination,and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public Accounts(or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed,or placed in facsimile,on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may,at the option of the Issuer,be printed on the Bonds issued and delivered under this Ordinance,but neither shall have any legal effect,and shall be solely for the convenience and information of the registered owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer. (b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with issuance,sale and delivery of the Bonds is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm,with respect to such services as bond counsel,is hereby authorized in such form as may be approved by the Mayor or the City Manager, and the Mayor or the City Manager is hereby authorized to execute such engagement letter. Section 23. 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 obligations described in section 103 of the Code,the interest on which is not includable in the"gross income"of the holder for purposes of federal income taxation. In furtherance thereof,the Issuer covenants as follows: (1) to take any action to assure that no more than 1.0 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 by the Bonds or the Refunded Bonds(the"Project")are so used,such amounts,whether or 29 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 tern of the Bonds, other than investment property acquired with- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or,in the case of a refunding bond,for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds are issued,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(f)of the Code and to pay to the United States of America,not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant(a)(8),a"Rebate Fund"is hereby established by the Issuer for the sole benefit of the United States of America,and such Fund shall not 30 be subj ect 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 the Bonds,transferred proceeds(if any)and proceeds of the Refunded Bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code,as applicable to the Bonds,the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel,will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or 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 Projects. The Issuer covenants that the property constituting the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the 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 purposes from gross income of the interest. Section 24. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT;INSURANCE; FURTHER PROCEDURES. (a) Each series of Bonds shall be sold and delivered subject to the provisions of Section 3 and Section 5 and pursuant to the terms and provisions of a bond purchase agreement(the"Purchase Agreement")which the Pricing Officer is hereby authorized to execute and deliver and in which the purchaser or purchasers(the "Underwriter") of the Bonds shall be designated. The Bonds shall initially be registered in the name of the purchaser thereof as set forth in the Pricing Certificate. (b) The Mayor and City Clerk are further authorized and directed to execute and deliver for and on behalf of the Issuer copies of a Preliminary Official Statement and Official Statement,prepared in connection with the offering of the Bonds by the Underwriter, in final form as may be required by the Underwriter, and such final Official Statement in the form and content as approved by the Pricing Officer or as manually executed by said officials shall be deemed to be approved by the City Council of the Issuer and constitute the Official Statement authorized for distribution and use by the Underwriter. The form and substance of the Preliminary Official Statement for the Bonds and any addenda, supplement or amendment thereto, all as approved by the Pricing Officer, are hereby deemed to be approved in all respects by the City Council of the Issuer,and the Preliminary Official Statement is hereby deemed final as of its date(except for the omission of pricing and related information)within the meaning and for the purpose of paragraph(b)(1)of the Rule. (c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, to obtain from a municipal bond insurance company so designated in the Pricing Certificate(the"Insurer")a municipal 31 bond insurance policy(the "Insurance Policy")and a Reserve Fund Obligation in support of the Bonds. To that end,should the Pricing Officer exercise such authority and commit the Issuer to obtain an Insurance Policy or a Reserve Fund Obligation,for so long as the Insurance Policy and a Reserve Fund Obligation is in effect, the requirements of the Insurer relating to the issuance of the Insurance Policy and Reserve Fund Obligation as set forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all purposes,notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to effect the issuance of the Insurance Policy and a Reserve Fund Obligation by the Insurer. (d) The Mayor and Mayor Pro Tem,the City Clerk and each 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 on behalf of the Issuer such documents, certificates and other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance,the Bonds,the sale of the Bonds and the Official Statement. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 25. 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 therefor,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 32 equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the Issuer or the City Council. (iv) None of the members of the City Council, nor any other official or officer, agent, or employee of the Issuer, shall be charged personally by the registered owners with any liability,or be held personally liable to the registered owners under any term or provision of this Ordinance, or because of any Event of Default or alleged Event of Default under this Ordinance. Section 26. COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section,the following terms have the meanings ascribed to such terms below: "MSRB"means the Municipal. Securities Rulemaking Board. "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 2016, financial information and operating data with respect to the Issuer of the general type described in the Pricing Certificate. The Issuer will additionally provide audited financial statements when and if available, and in any event,within 12 months after the end of each fiscal year ending in or after 2016.If the audit of such financial statements is not complete within 12 months after any such fiscal year end,then the Issuer will file unaudited financial statements within such 12 month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Appendix D to the Official Statement, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation. (ii) If the Issuer changes its fiscal year,it will notify the MSRB of the change(and of the date of the new fiscal year end)prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and 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) Event Notices. 33 (i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,in a timely manner(but not in excess of ten business days after the occurrence of the event)of any of the following events with respect to the Bonds,if such event is material within the meaning of the federal securities laws: 1. Non-payment related defaults; 2. Modifications to rights of Bondholders; 3. Bond calls; 4. Release, substitution, or sale of property securing repayment of the Bonds; 5. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; and 6. Appointment of a successor or additional trustee or the change of name of a trustee. (ii)The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,in a timely manner(but not in excess of ten business days after the occurrence of the event)of any of the following events with respect to the Bonds, without regard to whether such event is considered material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Unscheduled draws on debt service reserves reflecting financial difficulties; 3. Unscheduled draws on credit enhancements reflecting financial difficulties; 4. Substitution of credit or liquidity providers, or their failure to perform; 5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 6. Tender offers; 7. Defeasances; 8. Rating changes; and 9. Bankruptcy, insolvency,receivership or similar event of an obligated person. (iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection(b)of this Section by the time required by such subsection. (d) Limitations,Disclaimers, and Amendments. 34 (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 information,operating data,financial statements,and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results,condition,or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT,FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or 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 35 (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 27. METHOD OF AMENDMENT. (a) That the owners of Prior Lien Obligations aggregating in principal amount 51%of the aggregate principal amount of then outstanding Prior Lien Obligations(for purposes of this sentence only, 100%of the aggregate principal amount of Prior Lien Obligations which are insured by a bond insurance provider at the time that the Issuer seeks approval of an amendment shall be deemed to be owned by such bond insurance provider) shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by the Issuer;provided,however,that without the consent of the owners of all of the Prior Lien Obligations at the time outstanding,nothing herein contained shall permit or be construed to permit the amendment of the teens and conditions in this Ordinance or in the Prior Lien Obligations so as to: (1) Make any change in the maturity of any of the outstanding Prior Lien Obligations; (2) Reduce the rate of interest borne by any of the outstanding Prior Lien Obligations; (3) Reduce the amount of the principal payable on the outstanding Prior Lien Obligations; (4) Modify the terms of payment of principal of or interest on the outstanding Prior Lien Obligations or impose any conditions with respect to such payment; (5) Affect the rights of the holders of less than all of the Prior Lien Obligations then outstanding; (6) Change the minimum percentage of the principal amount of Prior Lien Obligations necessary for consent to such amendment; or (7) Amend this subsection(a)of this Section 27. (b) That if at any time the Issuer shall desire to amend the Ordinance under this Section, the Issuer shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in. the City of New York, New York, once during each calendar week for at least two (2) successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all owners of Prior Lien Obligations. Such publication is not required, however, if notice in writing is given to each owner of Prior Lien Obligations. (c)That whenever at any time not less than thirty(30)days,and within one(1)year,from the date of the first publication of said notice or other service of written notice the Issuer shall receive an instrument or instruments executed by the owners of at least 51% in the aggregate principal amount of all Prior Lien Obligations then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent/Registrar,the City Council may pass the amendatory ordinance in substantially the same form. (d)That upon the passage of any amendatory ordinance pursuant to the provisions of this Section,this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance,and the respective rights, duties and obligations under this Ordinance of the Issuer and all the owners of then outstanding Prior 36 Lien Obligations and all future Prior Lien Obligations shall thereafter be determined,exercised and enforced hereunder, subject in all respects to such amendments. (e)That any consent given by the owner of a Prior Lien Obligation pursuant to the provisions of this Section shall be irrevocable for a period of six(6)months from the date of the first publication of the notice or other service of written notice provided for in this Section,and shall be conclusive and binding upon all future owners of the same Prior Lien Obligation during such period. Such consent may be revoked at any time after six (6) months from the date of the first publication of such notice or other service of written notice by the holder who gave such consent,or by a successor in title,by filing notice thereof with the paying agent/registrar therefor and the Issuer,but such revocation shall not be effective if the owners of 51%in aggregate principal amount of the then outstanding Prior Lien Obligations as in this Section defined have,prior to the attempted revocation, consented to and approve the amendment. (f)The fact of the owning of Prior Lien Obligations issued in registered form without coupons and the amounts and numbers of such Prior Lien Obligations and the date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar.The Issuer may conclusively assume that such ownership continues until such ownership is changed on the Registration Books. (g) That the foregoing provisions of this Section notwithstanding, the Issuer by action of the City Council may amend this Ordinance for any one or more of the following purposes: (1) To add to the covenants and agreements of the Issuer in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to bondholders or to surrender,restrict or limit any right or power herein reserved to or conferred upon the Issuer; (2) To make such provisions for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, including, without limitation, those matters described in Section 26(d)(v) hereof, or those matters necessary to obtain a rating on the Bonds or to obtain the approving opinion of the Attorney General of Texas as required by law,as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the holders of the Prior Lien.Obligations; (3) To make such amendments to this Ordinance as may be required,in the opinion of nationally-recognized bond counsel selected by the Issuer,to ensure compliance with sections 103 and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto; (4) To modify any of the provisions of this Ordinance in any other respect whatever, provided that(i)such modification shall be,and be expressed to be,effective only after all Prior Lien Obligations outstanding at the date of the adoption of such modification shall cease to be outstanding, and (ii) such modification shall be specifically referred to in the text of all Prior Lien Obligations issued after the date of the adoption of such modification. Section 28. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. In furtherance of authority granted by Section 1207.007(b),Texas Government Code,the Mayor or either of the Pricing Officers are further authorized to enter into and execute on behalf of the Issuer with the escrow agent named therein,an escrow or similar agreement for all or each series of the Bonds,in the form and substance as shall be approved by the Pricing Officer,which agreement will provide for the payment in full of the applicable Refunded Bonds. In addition, the Mayor or the Pricing Officer is authorized to purchase such securities,to 37 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 29. REDEMPTION OF REFUNDED BONDS. (a) Subject to execution and delivery of the Purchase Agreement with the Underwriter, the Issuer hereby directs that the Refunded Bonds be called for redemption on the dates and at such prices as set forth in the Pricing Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be issued a Notice of Redemption of the Refunded Bonds,complete with the information from the Pricing Certificate,to the paying agent for the Refunded Bonds. (b) In addition,the paying agent for the Refunded Bonds is hereby directed to provide the appropriate notices of redemption and defeasance as specified by the ordinances authorizing the issuance of Refunded Bonds and is hereby directed to make appropriate arrangements so that the Refunded Bonds maybe redeemed on their redemption dates. The Refunded Bonds shall be presented for redemption at the paying agents therefor, and shall not bear interest after the date fixed for redemption. (c) If the redemption of the Refunded Bonds results in the partial refunding of any maturity of the Refunded Bonds, the Pricing Officer shall direct the paying agent/registrar for the Refunded Bonds to designate at random and by lot which of the Refunded Bonds will be payable from and secured solely from a pledge of the Pledged Revenues pursuant to the ordinance of the Issuer authorizing the issuance of such Refunded Bonds(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 a pledge of the pledged revenues described in the Refunded Obligation Ordinance, (iii) the registered owner is required to submit his or her Refunded Bonds 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 Bonds 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 28 of this Ordinance. Section 30. 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 31. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal of or interest on any Bonds or for any claim based thereon,or on this Ordinance,against any official or employee of the Issuer or any person executing any Bond. Section 32. 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. 38 Section 33. IMMEDIATE EFFECTIVE DATE. This Ordinance shall take effect and be in force immediately upon and after its adoption by the City Council in accordance with the provisions of Section 1201.028,Texas Government Code and the provisions of the City Charter of the Issuer,and it is accordingly so ordained. (Execution Page Follows) 39 PASSED,APPROVED AND EFFECTIVE this April 5, 2016 Mayor City of Wichita Falls, Texas ATTEST g �t City Clerk City of Wichita Falls,Texas Z. APPROVED AS TO LEGAL FORM: = � 1 n City Atto City of Wichita Falls,Texas City of Wichita Falls,Texas Water and Sewer System Revenue Refunding Bonds,Series 2016 Signature Page to Ordinance SCHEDULEI SCHEDULE OF ELIGIBLE REFUNDED BONDS City of Wichita Falls,Texas Water and Sewer System Priority Lien Refunding Revenue Bonds, Series 2007