Ord 08-2009 1/20/2009 ••. � .
j ORDINANCE NO� - 2009
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF W[CHITA FALLS,TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2009; LEVYING
AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF
SUCH CERTIFICATES; AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT
AND A PAYING AGENT/REGISTRAR AGREEMENT; APPROVING AN OFFICIAL STATEMENT;
DECLARING AN EMERGENCY; DECLARING AN EFFECTIVE DATE; AND AUTHORIZING AND
ENACTING OTHER MATTERS AND PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS '
COUNTY OF WICHITA '
CITY OF WICHITA FALLS '
WHEREAS, the City Council of the City of Wichita Falls, Texas, deems it advisable to issue
Certificates of Obligation in the amount and for the purposa hereinafter set forth;
WHEREAS, the CertificatesofObligation hereinafterauthorized and designated are to be issued and
delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code and Subchapter B,
Chapter 1502, Government Code;
WHEREAS, the City Council has heretofore passed a resolution authorizing and directing the City
Clerk to give notice of intention to issue Certificatesof Obligation, and said notice has been duly published in
a newspaper of general circulation in said City, said newspaper being a"newspaper" as defined in ' 2451.044,
Texas Government Code;
WHEREAS, the City received no petition from the qualified electors of the City protesting the
issuance of such Certificates of Obligation;
WHEREAS, it is consideredto be to the best interestofthe Citythat said interest-bearingCertificates
of Obligation be issued; and
WHEREAS, it is officiallyfound, determined, and declared that the meetingat which this Ordinance
has been adopted was open to the public and public notice ofthe time, place and subject matterofthe public
business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required
by the applicable provisions of Tex. Go�t Code Ann. ch. 551; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS:
Section 1. RECITALS, AMOl1NT AND PURPOSE OF THE CERTIFICATES. The recitals set forth
in the preamble hereof are incorporated herein and shall have the same force and effect asf set forth in this
Section. The certificatesof the City of Wichita Falls, Texas (the "Issuer") are hereby authorized to be issued
and delivered in the aggregate principai amount of $10,850,000 for paying all or a portion of the Issuer's
contractual obligations incurred in connection with (i) constructing, acquiring and improvingpublic park and
recreational facilities including the City's hike and bike trails and the purchase of land for a City park; (ii)
constructingand equipping additions and improvementsto the existing police firing range; (iii) constructing,
furnishing and equipping an animal impoundmentand reclaim center, including related water, sewer and other
public utilities improvements, constructing street improvements, and acquiring land and interest in land for
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such projects as necessarytherefor; and (iv) legal, fiscal, design and engineering fees in connection with such
projects (collectively, the "Project").;
Section 2. DESIGNATION, DATE, DENOMINATIONS,NUMBERS, AND MATURITIES AND
INTEREST RATES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be
designated: "CITY OF WICHITA FALLS, TEXAS, COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2009," and initiallythere shall be issued, sold, and delivered
hereunder one fully registered certificate, without interest coupons, dated January 15, 2009, in the principal
amount stated above and in the denominations hereinafter stated, numbered T-1, with certificates issued in
replacement thereof being in the denominations and principal amounts hereinafter stated and numbered
consecutivelyfrom R-1 upward, payable to the respective Registered Owners thereof (with the initial certificate
being made payable to the initial purchaser as described in Section 10 hereo�, or to the registered assignee or
assignees of said certificatesor any portion or portions thereof (in each case, the "Registered Owner"), and said
certificates shall mature and be payable serially on September 1 in each of the years and in the principal
amounts, respectively, and shall bear interest from the dates set forth in the FORM OF CERTIFICATE set
forth in Section 4 of this Ordinance to their respective dates of maturityor redemption prior to maturity at the
rates per annum, as set forth in the followingschedule:
Principal Interest Principal Interest
Years Amount Rates Years Amount Rates
2009 $ % 2019 $ %
2010 % 2020 %
2011 % 2021 %
2012 % 2022 %
2013 % 2023 %
2014 % 2024 %
2015 % 2025 %
2016 % 2026 %
2017 % 2027 %
2018 % 2028 %
The term "Certificates" as used in this Ordinance shall mean and include collectivelythe certificates initially
issued and delivered pursuant to this Ordinance and all substitute certificatesexchanged therefor, as well as all
othersubstitutecertificatesand replacementcertificatesissued pursuant hereto, and the term "Certificate" shall
mean any of the Certificates.
Section 3. CHARACTERISTICS OF THE CERTIFICATES.
(a) Re�istration,Transfer, Conversion and Exchange; Authentication. The lssuer shall keep or cause
to be kept at the principal corporate trust office of The Bank of New York Mel lon Trust Company, National
Association, Dallas, Texas, (the "Paying Agent/Registrar"), books or records for the registration of the transfer,
conversion and exchange of the Certificates (the "Registration Books"), and the Issuer hereby appoints the
Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and
Paying Agent/Registrarmay prescribe; and the Paying AgendRegistrar shall make such registrations, transfers,
conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the
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Registration Books the address of the registered owner of each Certificate to which payments with respect to
the Certificates 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/Registrarshall 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 Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of
Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE
set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from
each other Certificate.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying
Agent/Registrarshall, before the delivery of any such Certificate, date and manua(fy sign said Certificate, and
no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The
PayingAgent/Registrarpromptly shall cancel all paid Certificates and Certificates surrendered for conversion
and exchange. No additional ordinances, orders, or resolutions neecbe 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 Certificate or portion thereof, and the Paying Agent/Registrar shall provide far the printing, execution, and
delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or
typed on paperofcustomaryweightand strength. Pursuantto Chapter 1201, GovernmentCode, as amended,
the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying
Agent/Registrar,and, upon the execution of said Certificate,the converted and exchanged Certificate shall be
valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates that
initiallywere issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered
by the Comptroller of Public Accounts.
(b) Payment of Certificates and Interest The Issuer hereby further appoints the Paying
Agent/Registrarto act as the paying agent for paying the principal of and interest on the Certificates, all as
provided in this Ordinance. The Paying Agent/Registrarshall keep proper records of all payments made by the
Issuer and the Paying Agent/Registrarwith respect to the Certificates, and of al l conversions and exchanges of
Certificates, and all replacements of Certificates, 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 interestpayment(a "Special Record Date") will be established bythe Paying AgentlRegistrar, ifand when
funds for the payment of such interest have been received from the lssuer. Notice of the past due interest shall
be sent at least five (5) business days prior to the Special Record Date by United States mail, first-ctass postage
prepaid, to the address of each registered owner appearing on the Registration Books at the close of business
on the last business day next preceding the date of mailing of such notice.
(c) In General. The Certificates(i) shall be issued in fully registered form, without interestcoupons,
with the principal of and interest on such Certificatesto be payable only to the registered owners thereof, (ii)
may be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying
Agent/Registrar by the Issuerat least 45 days prior to any such redemption date), (iii) may be converted and
exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall have the characteristics,(vi)
shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shal I
be payable, and (viii) shall beadministered and the Paying Agent/Registrarand the Issuer shall have certain
duties and responsibilitieswith respect to the Certificates, all as provided, and in the manner and to the effect
as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificate 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 Certificate issued in conversion of and exchange for any
Certificateor Certificates issued under this Ordinance the Paying Agent/Registrarshall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF
CERTIFICATE.
(d) The Issuer covenants with the registered owners of the Certificates that at all times while the
Certificates are outstanding the Issuer will provide a competent and legally qualified bank, trust company,
financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the
Certificatesunder this Ordinance, and that the Paying Agent/Registrarwill be one entity. The Issuer reserves
the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written
notice to the Paying AgendRegistrar,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/Registrarunder this Ordinance. Upon any change in the
Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Registration Books (or a copy thereo�, along with all other pertinent books and records relating to the
Certificates, to the new Paying Agent/Registrardesignated and appointed by the Issuer. Upon any change in
the Paying Agent/Registrar,the Issuer promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrarto each Registered Owner ofthe Certificates, by United States mail, first-class postage prepaid,
which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and
performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this
Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Except as provided below, no Certificateshall be valid or obligatoryfor any purpose or be entitled
to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying
Agent/Registrarsubstantial ly in the form provided in this Ordinance, duly authenticated by manual execution
of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying
Agent/Registrarsign the Certificateof Paying Agent/Registrar on all ofthe Certificates. In lieu ofthe executed
Certificateof PayingAgent/Registrardescribed above, the Initial Certificate delivered on the closing date shall
have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this
Ordinance, manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly
authorized agent, which certificate shall be evidence that the Initial Certificate has been duly approved by the
Attorney General of the State of Texas and that it is a valid and binding obligation of the Issuer, and has been
registered by the Comptroller.
(� Book-Entry Onl�_ sv tem. The Certificates issued in exchange for the Certificate initially issued to
the initial purchaser specified herein shall be initially issued in the form of a separate single fully registered
Certificate for each of the maturities thereo£ Upon initial issuance, the ownership of each such Certificate
shal I be registered in the name of Cede & Co., as nom inee of The Depository Trust Company, New York, New
York ("DTC"), and except as provided in subsection (fj hereof, all of the outstanding Certificates shall be
registered in the name of Cede & Co., as nominee of DTC.
With respectto Certificatesregistered in the name ofCede & Co., as nominee of DTC, the Issuerand
the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was
created ("DTC Participant'� to ho(d 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 Certificates. Without limitingthe immediatelypreceding 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 Certificates, (ii) the
delivery to any DTC Participant or any other person, other than a Registered Owner of Certificates, as shown
on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any DTC
Participant or any other person, other than a Registered Owner of Certificates, as shown in the Registration
Books of any amount with respect to principal of or interest on the Certificates. Notwithstanding any other
provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shal I be entitled to treat
and considerthe person in whose name each Certificate is registered in the Registration Books as the absolute
owner of such Certificatefor the purpose of paymentof principal and interestwith respect to such Certificate,
for the purpose of registeringtransfers with respect to such Certificate, and for al I other purposes whatsoever.
The Paying Agent/Registrarshall pay all principal of and interest on the Certificatesonly to or upon the order
ofthe 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
dischargethe Issuer'sobligationswith respectto paymentofprincipal ofand intereston the Certificatesto 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 Certificate evidencing the obligation of the Issuer to make payments of p�incipal and
interestpursuantto this Ordinance. Upon deliveryby DTC to the PayingAgent/Registrarofwritten noticeto
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 respectto interest checks being mailed to the Registered Owner at the close
of business on the Record Date, the words "Cede & Co." in this Ordinance shal f refer to such new nominee of
DTC.
The previous execution and delivery of the Blanket Letter of Representations with respect to
obligationsof the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to
the Certificates.
(g) Successor Securities Depository; Transfers Outside Book-Entry Onl� sy tem. In the event that the
Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the
representations letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the
Certificatesthat they be able to obtain certificatedCertificates, the lssuer shall (i) appoint a successor securities
depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as
amended, notify DTC and DTC Participants of the appointmerrt of such successor securities depository and
transfer one or more separate Certificatesto such successor securities depository or (ii) notify DTC and DTC
Participants of the availability through DTC of Certificates and transfer one or more separate certificated
Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the
Certificates 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 Certificates shall
designate, in accordance with the provisions of this Ordinance.
(h) Paymentsto Cede & Co. Notwithstandingany other provision of this Ordinance to the contrary,
so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of and interest on such Certificate and all notices with respect to such Certificate sha(l be
made and given, respectively, in the manner provided in the representations letter of the Issuer to DTC.
(i) Cancellation ofInitial Certificate. On the closing date, one initial Certificate representing the entire
principal amount of the Certificates,payable in stated installmentsto the purchaser designated in Section 10 or
its designee, executed by manual or facsimilesignatureofthe Mayorand City Clerkofthe Issuer, approved by
the Attorney General of Texas, and registered and manually signed by the Comptrollerof Public Accounts of
the State of Texas, will be delivered to such purchaser or its designee. Upon payment for the initial Certificate,
the Paying Agent/Registrarshall cancel the initial Certificateand deliverto the Depository Trust Company on
behalf of such purchaser one registered definitive Certificate for each year of maturity of the Certificates, in the
aggregate principal amount of all of the Certificates for such maturity.
Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form of Paying
Agent/Registrar'sAuthentication Certificate,the form of Assignment and the form of Registration Certificate
of the Comptroller of Public Accountsof the State of Texas to be attached to the Certificates initially issued
and delivered pursuantto this Ordinance, shall be, respectively,substantially as follows, with such appropriate
variations, omissions or insertions as are permitted or required by this Ordinance.
(a) [Form of Certificate]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF WICHITA FALLS, TEXAS $
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2009
Interest Rate Dated Date Maturity Date CUSIP No.
January 15, 2009 September l,
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the City of Wichita Falls, in Wichita County, Texas
(the "Issuer"), being a political subdivision and municipal corporation ofthe 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 January 15, 2009 at the Interest Rate per annum specified above. Interest is payable on
September 1, 2009 and semiannually on each March 1 and September 1 thereafter to the Maturity Date
specified above, or the date of redemption prior to maturity; except, if this Certificate is required to be
authenticated and the date of its authentication is later than the first Recor�ate (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 hereofthe interest on the Certificate or Certificates, if
any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear
interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money ofthe United
States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the
registered owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed
for its redemption prior to maturit� at the principal corporate trust office of The Bankof New York Mellon
Trust Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this
Certificate. The payment of interest on this Certificate shall be made by the Paying Agent/Registrarto the
registered owner hereofon each interest payment date by check or draft, dated as of such interest payment date,
drawn by the Paying Agent/Registraron, and payable solely from, funds ofthe Issuer required by the ordinance
authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying
Agent/Registrarfor such purpose as hereinafter provided; and such check or draft shall be sent by the Paying
Agent/Registrarby United States mail, first-class postage prepaid, on each such interest paymentdate, to the
registered owner hereof, at its address as it appeared on the fifteenth day of the month preceding each such date
(the "Record Date") on the Registration Books kept by the Paying AgentlRegistrar, 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 Certificate 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 Certificate prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this
Certificate for redemption andpayment at the principal corporate trust office of the Paying Agent/Registrar.
The Issuer covenants with the registered owner of this Certificate that on or before each principal payment
date, interest payment date, and accrued interest payment date for this Certificate it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the
amounts required to provide for the payment, in immediatelyavailable funds, of all principal of and interest on
the Certificates, when due.
IF THE DATE for the payment of theprincipal of or interest on this Certificate shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporatetrust
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 succeedingday that is not such a Saturday, Sunday, legal holiday or day on
which banking institutions are authorized to close; and payment on such date shall have the same force and
effect as if made onthe original date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated January 15, 2009, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $ I 0,850,000 for
paying all or a portion of the Issuer's contractual obligations incurred in connection with (i) constructing,
acquiring and improving public park and recreational facilities including the C ity's hike and bike trails and the
purchase of land fora City park; (ii) constructingand equipping additions and improvementsto the existing
police firing range; (iii) constructing, furnishing anc�quipping an animal impoundment and reclaim center,
including related water, sewer and other public utilities improvements,constructingstreet improvements, and
acquiring land and interest in land for such projects as necessary therefor; and (iv) legal, fiscal, design and
engineering fees in connection with such projects.
ON SEPTEMBER 1, 2018, or on any date thereafter, the Certificates of this series having stated
maturities on and after September 1, 2019 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
particu(ar Certificates, or portions thereof, to be redeemed shall be selected and designated by the Issuer and
the Issuer shall direct the Paying Agent/Registrarto call by lot or other customary method, portions thereof
within such maturities and in such principal amounts, for redemption (provided that a portion of a Certificate
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.
AT LEAST 30 days prior to the date fixed for any redemption of Certificatesor portions thereof prior
to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrarby United States
mail, first-class postage prepaid, to the registered owner of each Certificateto be redeemed at its address as it
appeared on the Registration Books at the close of business on the business day next preceding the date of
mailing of such notice; provided, however, that the failure of the registered owner�t 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 Certificate. By the dat�xed for any such redemption due provision
shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the
Certificatesor portions thereofthat are to be so redeemed. If such written notice of redemption is sent and if
due provision for such payment is made, a(I as provided above, the Certificates or portions thereofthat are to
be so redeemed thereby automaticallyshall 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 Certificate shall be redeemed, a substitute
Certificate or Certificateshaving the same maturitydate, 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 Certificate
Ordinance.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate
Ordinance, this Certificate 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
certificates, 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
Certificateto the Paying Agent/Registrarfor cancellation, all in accordance with the form and procedures set
forth in the CertificateOrdinance. Among other requirements for such assignment and transfer, this Certificate
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignmerrt, in form and with guarantee of signatures satisfactor�to the Paying Agent/Registrar, evidencing
assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the
assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to
be registered. The form of Assignment printed or endorsed on this Certificate may be executed by the
registered owner to evidence the assignmenthereof, 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
Certificate or any portion or portions hereof from time to time by the registered owner. The Paying
Agent/Registrar'sreasonable standard or customary fees and charges for assigning, transferring, converting and
exchanging any Certificate 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/Registrarshall not be required to make any such transfer, conversion, or exchange (i) during the
period commencingwith the close of business on any Record Date and ending with the opening of business on
the next following principa( or interest payment date, or (ii) with respect to any Certificate or any portion
thereof called for redemption prior tomaturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrarfor the Certificates is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will
appoint a competent and legal ly qualified substitute therefor, and cause written notice thereofto be mailed to
the registered owners of the Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate 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 precedentto or in the authorization, issuance and delivery ofthis Certificate have been performed,
existed and been done in accordance with law; that this Certificate is a general obligation of said Issuer, issued
on the ful l faith and credit thereof; and that annual ad valorem taxes sufficient to provide for the payment of the
intereston and principal ofthis Certificate, as such interest comes due and such principal matures, have been
(evied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such
payment, within the limit prescribed by law, and that this Certificate is additionally secured by and payable
from a limited pledge of the net revenues ofthe Issuer's waterworksand sewer system remaining after payment
of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in
connection with all ofthe Issuer'srevenue obligations(now or hereafteroutstanding)that are payable from all
or part of said revenues, all as provided in the Certificate Ordinance.
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided
therein, and under some (but notall) circumstancesamendmentsthereto must be approved by the registered
owners of a majority in aggregate principal amount of the outstanding Certificates.
BY BECOMING the registered owner of th is Certificate, the registered owner thereby acknowledges
all of the terms and provisions of the CertificateOrdinance, agrees to be bound by such terms and provisions,
acknowledges that the Certificate 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
Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the
Issuer.
[The remainder of this page is intentionaly left blank.]
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or
facsimilesignature ofthe Mayorofthe Issuerand countersignedwith the manual or facsimilesignatureofthe
City Clerk of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in
facsimile, on this Certificate.
(si�nature) (signature)
City Clerk, City of Wichita Falls, Texas Mayor, City of Wichita Falls, Texas
(SEAL)
(b) [Form of Paying Agent/Reg'strar's Authentication Certificate]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or
replacement of, or in exchange for, a certificat� certificates, or a portion of a certificate or certificates of a
series that originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated: The Bank of New York Mellon Trust Company,
National Association
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(c) [Form of Assignment]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer ldentification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the within Certificate
on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s)must be guaranteed by an NOTICE: The signature above must correspond
eligible guarantor institution participating in a with the name of the registered owner as it appears
securitiestransfer association recognized signature upon the front of this Certificat� in every particular,
guarantee program. without alteration or enlargement or any change
whatsoever.
(d) [Form of Registration Certificate of the Comptroller of Public Accounts]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) [Initial Certificate Insertions]
(i) The initial Certificateshall be in the form set forth is paragraph (a) ofthis Section, except
that:
A. immediatelyunder the name of the Certificate,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 prom ises to pay to the Registered Owner
specified above, or registered assigns (hereinaftercal led the "Registered Owner"), on September 1 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 Amounts Interest Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof(calculated on the basis of a 360-day
year of twelve 30-day months) from January 15, 2009 at the respective Interest Rate per annum specified
above. Interest is payable on September 1, 2009, and semiannually on each March 1 and September 1
thereafterto the date of paymentofthe principal installmentspecified above, or the date ofredemption prior to
maturity; except, that if this Certificate 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 paymentdate, 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
hereofthe intereston the Certificateor Certificates, if any, for which this Certificate is being exchanged is due
but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid
in full."
C. The Initial Certificate shall be numbered "'F1."
Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES.
(a) A special "Interestand Sinking Fund" is hereby created and shall be established and maintained by
the Issuer at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate
and apart from all other funds and accounts of said Issuer, and shall be used only for paying the interest on and
principal of said Certificates. All amounts received from the sale of the Certificates as accrued interest, shall
be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes levied and col(ected for
and on account of said Certificates shall be deposited, as collected, to the credit of said Interest anc�inking
Fund. During each year while any of said Certificates are outstanding and unpaid, the governing body of said
Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and
produce the money required to pay the interest on said Certificates as such interest comes due, and to prov ide
and maintain a sinking fund adequate to pay the principal of saicCertificates as such principal matures (but
never less than 2% ofthe original amount of said Certificatesas a sinking fund each year); and said tax shall be
based on the latest approved tax rolls of said Issuer, with full allowances being made for tax delinquencies and
the cost oftax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be
levied, against all taxable property in said Issuer, for each year while any of said Certificates are outstanding
and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the
aforesaid Interestand Sinking Fund. Said ad valorem taxes sufficient to provide for the payment ofthe interest
on and principal of said Certificates, as such interestcomes due and such principal matures, are hereby pledged
for such payment, within the limit prescribed by law.
(b) The Certificatesare additionallysecured by revenues ofthe Issuer'swaterworks and sewer system
that remain after the payment of al l maintenance and operation expenses thereof, and al I debt service, reserve
and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding)
that are secured by a lien on al( or any part of the net revenues of the Issuer's waterworks �sewer system,
constituting "Surplus Revenues", with such Surplus Revenues from the waterworks and sewer system not to
exceed $1,000. The Issuer sha(1 deposit such Surplus Revenues to the creditofthe Interestand Sinking Fund
created pursuant to this Section, to the extent necessary to pay the principal and interest on the Certificates.
Notwithstandingthe requirementsof Section 6, if Surplus Revenues or other lawfully avai(able moneys ofthe
Issuer are actually on deposit in the Interest and Sinking Fund in advance of the time when ad valarem taxes
are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be
levied pursuant to Section 6 may be reduced to the extent and by the amount of the Surplus Revenues or other
lawfully available funds then on deposit in the Interest and Sinking Fund.
(c) Article 1208, Government Code, applies to the issuance of the Certificates of Obligation and the
pledge of the taxes and Surplus 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 Certificates of Obligation are
outstanding and unpaid, the result of such amendment being that the pledge ofthe taxes and Surplus Revenues
granted by the Issuer under this Section, is to be subject to th�iling requirements of Chapter 9, Business &
Commerce Code, in order to preserve to the registered owners of the Certificates of Obligation a security
interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and
enable a filing of a security interest in said pledge to occur.
Section 6. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Certificate")within the meaning of this Ordinance, except to the extent provided in
subsection (d) of this Section, when payment of the principal of such Certificate, 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 irrevocablydepositingwith or making availableto the Paying Agent/Registrarin accordance with
• an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money
of the United States of America sufficientto 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 toprovide 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 Certificates shall have
become due and payable. At such time as a Certificateshall be deemed to be a Defeased Certificate hereunder,
as aforesaid, such Certificateand the interestthereon shall no longer be secured by, payable from, or entitled to
the benefits of, the ad valorem taxes herein levied and pledged or the limited pledge of Surplus Revenues 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 Certificates that is made in conjunction with the
payment arrangements specified in subsection 6(a)(i) or (ii) shall not be irrevocabte, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the
Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the
Defeased Certificates 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/Registrarthat is not required for the
paymentofthe Certificatesand interestthereon, with respectto 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 Certificates
maycontain provisionspermittingthe investmentor reinvestmentof such moneys in Defeasance Securities or
the substitution of other Defeasance Securities upon the satisfaction ofthe requirements specified in subsection
6(a)(i) or (ii). All income from such Defeasance Securities received by the Paying Agent/Registrarwhich is
not required for the payment of the Defeased Certificates, with respect to which such money has been so
deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallableobligationsofthe United States of
America, including obligations that are unconditionally guaranteed by the United States of America., (ii)
noncallableobligationsofan agencyor instrumentalityofthe United States ofAmerica, includingobligations
that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the
purchase thereof are rated as to investment quality by a national ly recognized investment rating firm not less
than AAA or its eyuivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality,
or other political subdivision of a state that have been refunded and that, on the date the governing body ofthe
Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrarfor such Defeased Certificatesthe same as ifthey had not
been defeased, and the Issuer shall make proper arrangementsto provide and pay for such services as required
by this Ordinance.
(e) In the event that the Issuer elects to defease less than al I of the principal amount of Certificates of a
maturity, the Paying Agent/Registrarshal I select, or cause to be selected, such amount of Certificates by such
random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES.
(a) Re�lacement Certificates In the event any outstanding Certificate is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new
certificateofthe same principal amount, maturityand interestrate, as the damaged, mutilated, lost, stolen or
destroyed Certificate, in replacement for such Certificate in the manner hereinafter proded.
(b) A�plication for ReplacementCertificates Application for replacement of damaged, mutilated,
lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the Paying
Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the registered owner applying for a
replacementcertificateshall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity
as may be required by them to save each ofthem harmless from any loss or damage with respect thereto. Also,
in every case of loss, theft or destruction of a Certificate, the registered owner shal I furn ish to the Issuer and to
the Paying Agent/Registrarevidence to their satisfaction of the loss, theft or destruction of such Certificate, as
the case may be. In every case of damage or mutilation of a Certificate,the registered owner shall surrender to
the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this , in the event any such
Certificate 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 Certificate, the Issuer may authorize the payment of
the same (without surrender thereofexcept in the case of a damaged or mutilated Certificate) instead of issuing
a replacement Certificate, provided security or indemnity is furnished as above provided in this Section.
(d) Char�eforIssuing_ReplacementCertificates Priortotheissuanceofanyreplacementcertificate,
the Paying Agent/Registrar shall charge the registered owner of such Certificate wit�il legal, printing, and
other expenses in connection therewith. Every replacementcertificate issued pursuant to the provisions ofthis
Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual
obligation of the 1 ssuer whether or not the lost, stolen or destroyed Certificate 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 Certificates duly issued under this Ordinance.
(e) Authority for Issuin�placement Certificates. In accordance with Sec. 1206.022, Government
Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement
certificate without necessity of further action by the governing body of the I ssuer or any other body or person,
and the duty of the replacement of such certificates is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificateai the form
and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificates issued in
conversion and exchange for other Certificates.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayorofthe Issuer is hereby authorized to have control of the Certificates initially issued and
delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their
delivery and their investigation, exam ination, 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
Certificatessaid Comptrollerof Public Accounts (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller'sRegistrationCertificateattached to such Certificates, and the seal of said
Comptrollershall be impressed, or placed in facsimile,on such Certificate. The approving legal opinion ofthe
Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed o» the
Certificates 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 Certificates. In addition, if bond
insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer.
(b) The obligationofthe initial purchaserto acceptdeliveryofthe Certificates is subjectto 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
Certificatesto the initial purchaser. The engagementof such firm as bond counsel to the Issuer in connection
with issuance, sale and delivery of the Certificates is hereby approved and confirmed. The execution and
delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond
counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby
authorized to execute such engagement letter.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES.
(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 Certificates as ar�bligation described in section I 03 of the
Code, the intereston which is not includable in the "gross income" ofthe holder for purposes of federal income
taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business use,"
as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects
financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to
such private business use, do not, under the terms of this Ordinance or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on
the Certificates, 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 Certificates 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 theneaning of
section 141(b)(3) of the Code, to the governmental use;
(3 ) to take any action to assure that no amount that is greaterthan the lesser of $5,000,000, or
5 percent of the proceeds of the Certificates (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 wou(d otherwise result in the Certificates 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 Certificates being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion ofthe proceeds of the Certificates, directly or indirectly,
to acquire or to replace funds that were used, directlyor indirectly,to acquire investment property (as
defined in section 148(b)(2) of the Code) that produces a material ly higher yield over the term of the
Certificates, other than investment property acquired withB
(A) proceeds of the Certificates 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 Certificates are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of section
1.148-1(b) ofthe Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as
proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene
the requirementsof 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 deliveryofthe Certificates)an amountthat is at least equal to 90 percent of
the "Excess Earnings," within the meaning of section 148(� of the Code and to pay to the United
States of America, not later than 60 days after the Certificates have been paid in ful I, 100 percent of
the amount then required to be paid as a result of Excess Earnings under section 148(� of the Code.
(b) Rebate Fund. In orderto facilitatecompliancewith the above covenant(a)(8), a"Rebate Fund" is
hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not
be subject to the claim of any other person, including without limitation the certificateholders. The Rebate
Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands
that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case
of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the
date of issuance ofthe Certificates. It is the understanding ofthe Issuerthat the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Departmentof 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 Certificates,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
intereston the Certificatesunder section 103 ofthe Code. In the event that regulations or rulings are hereafter
promulgated that impose additional requirements applicable to the Certificates, the Issuer agrees to comply
with the additional requirementsto the extent necessary, in the opinion of nationally recognized bond counsel,
to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the
Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor to execute any
documents, certificatesor reports required by the Code and to make such elections, on behalf ofthe Issuer, that
may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates.
(d) Allocation of, and Limitation on, Expenditures for the Pro'Lct. The Issuer covenants to account
for the expenditure of sale proceeds and investmentearnings to be used for the construction and acquisition of
the Project on its books and records by allocatingproceeds to expenditures within 18 months of the later of the
date that (1) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the
Issuer shall not expend proceeds of the sale of the Certificates or investment earnings thereon more than 60
days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the
Certificates are retired, unless the [ssuer obtains an opinion of nationally-recognized bond counsel that such
expenditure will not adversely affect the status, for federal income tax purposes, of the Certificates or the
interest thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to complywill not adverselyaffectthe excludability for federal income tax
purposes from gross income of the interest.
(e) Disposition of Project. The Issuer covenantsthat the Project will not be sold or otherwise disposed
in a transaction resulting in the receipt by the Issuer of cash or other compensabon, unless the Issuer obtains an
opinion of nationally-recognized bond counsel that such sale or other disposition will not adverselyaffectthe
tax-exempt status of the Certificates. 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 shal l 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 p�oposes from gross income of the interest.
Section 10. SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT;
FURTHERPROCEDURES.
(a) The Certificatesare hereby sold and shall be delivered to RBC Capital Markets ( the "Purchaser"
or the "Underwriter"), pursuant to the terms and provisions of a Purchase Agreement, in substantially the fonn
presented at this meeting, which the Mayor is hereby authorized to execute and deliver. It is hereby officially
found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable.
The Certificates shal I initial ly be registered in the name of RBC Capital Markets or its designee. Premium on
the Certificates in the amount of $ shall be used as follows: (i) premium in the amount of
$ shall be used to pay costs of issuance of the Certificates, including Underwriter's discount and
(ii) premium in the amount of $ shall be used to pay costs of the Project.
(b) The Issuer hereby approves the form and content of the Official Statement relating to the
Certificatesand any addenda, supplementor amendm�►t thereto, and approves the distribution of such Official
Statement in the reoffering of the Certificates by the Purchaser in final form, with such changes therein or
additions thereto as the officerexecuting the same may deem advisable, such determination to be conclusively
evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated
November 13, 2006, prior tothe date hereof is hereby ratified and confirmed.
(c) The Mayor and Mayor Pro Tem, the City Manager and City Clerk and all other officers, employees
and agents of the Issuer, and each of them, shal I be and they are hereby expressly authorized, empowered and
directed from time to time and at any time to do and perform all such acts and things and to execute,
acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying
Agent/RegistrarAgreement with the Paying AgenbRegistrarand all other instruments, whether or not herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance,
the Certificates, the sale of the Certificates and the Official Statement. In case any officer whose signature
shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in
office until such delivery.
Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Certificates shall be used along with other certificate
proceeds for the Project; provided that after completion of such purpose, if any of such interest earnings remain
on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided,
however, that any interest earnings on certificateproceeds that are required to be rebated to the United States of
America pursuant to Section 9 hereof in order to prevent the Certificates from being arbitrage bonds shall be so
rebated and not considered as interest earnings for the purposes of this Section.
Section 12. CONSTRUCTION FUND.
(a) The Issuer hereby creates and establ ishes and shal I maintain on the books of the Issuer a separate
fund to be entitled the "Series 2009 Combination Tax and Revenue Certificate of Obligation Construction
Fund" for use by the Issuer for payment of al I lawful costs associated with the acquisition and construction of
the Project as hereinbefore provided, and to pay the costs of issuance ofthe Certificates. Upon paymentof all
such costs, any moneysremainingon deposit in said Fund shall be transferred to the Interest and Sinking Fund.
Amounts so deposited to the Interest and Sinking Fund shall be used in the manner described in Section 5 of
this Ordinance.
(b) The Issuer may place proceeds of the Certificates (including investment earnings thereon) and
amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds
Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer
hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the
purposes for which the Certificates are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required
by law for the security of p�blic funds.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms
below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR"means each person whom the SEC or its staffhas detennined to be a nationally recognized
municipal securities information repository within the meaning of the Rule from time to time.
"Rule" means SEC Rule 1 Sc2-12, as amended from time to time.
"SEC" means the United StatesSecurities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department, officer, or
agency thereof as, and determined by the SEC or its staff to be, a state information depository within the
meaning of the Rule from time to time.
(b) Annual Reports.
(i) The Issuer shall provide annually to each NRMSIR and any SID, within six months after
the end of each fiscal year ending in or after 2006, financial information and operating data with
respect to the Issuer of the general type included in the final Official Statementauthorized by Section
10 of this Ordinance, being the informationdescribed in Exhibit A hereto. Any financial statements
so to be provided shall be (1) prepared in accordance with the accounting principles described in
Exhibit A hereto, or such other accounting principles as the Issuer may be required to employ from
time to time pursuant to state law or regulation, and (2) audited, if the Issuer comm issionsan audit of
such statements and the audit is completed within the period during which they must be provided. If
the audit of such financial statements is not completed within such period, then the Issuer shall provide
unaudited financial statementswithin such period, and audited financial statementsforthe applicable
fiscal year to each NRMSIR and any SID, when and if the audit report on such statements become
available.
(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the
change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise
would be required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth in full
in one or more documents or may be included by specific reference to any document (including an
official statement or other offering document, if it is available from the MSRB) that theretofore has
been provided to each NRMSIR and any SID or filed with the SEC.
(c) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB,
in a timely manner, of any of the following events with respect to the Certificates, if such event is material
within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancementsreflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the ta�exempt status of the Certificates;
7. Modifications to rights of holders of the Cetificates;
8. Certificate calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Certificates; and
11. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by
the Issuerto provide financial informationor operatingdata in accordancewith subsection (b) ofthis Section
by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments
(i) The Issuer shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to
the Certificates within the meaning of the Rule, except that the Issuer in any event wi I I give notice of
any deposit made in accordancewith this Ordinance or applicable law that causes the Certificatesno
longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Certificates, 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
undertakesto provide only the financial information,operatingdata, 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 representationor warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENTOR WITHOUT FAULTON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) The provisions ofthis Section may be amended by the Issuer from time to time to adapt to
changed circumstancesthat 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 underwriterto purchase or sell Certificates in the
primary offering of the Certificates in compliance with the Rule, taking into account any amendments
or interpretationsofthe Rule since such offeringas weli 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
Certificates consent to such amendment or (b) a person that is unaffiliated with the lssuer (such as
nationally recognized bond counsel) determined that such amendment will not materially impair the
interestofthe registeredowners and beneficial owners ofthe Certificates The Issuer may also amend
or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the
applicable provision ofthe 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 ofthis sentence would not prevent
an underwriter from lawfully purchasing or selling Certificates in the primary offering of the
Certificates. Ifthe Issuer so amends the provisions ofthis Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (b) of this Section
an explanation, in narrative form, of the reason for the amendment and of the impact of any change in
the type of financial information or operating data so povided.
Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terms and conditions, tewit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise required
by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or
omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant
• additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent
with the provisions ofthis Ordinance and that shall not materiallyadverselyaffectthe interestsofthe holders,
(v) qualifythis Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of
federal laws from time to time in effect, or (vi) make such other provisions in regard to matte�r questions
arising under this Ordinance as shall not be inconsistentwith the provisions ofthis Ordinance and that shall not
in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal
amount 51% of the aggregate principal amount of then outstanding Certificates that are the subject of a
proposed amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the Issuer; provided, however, that without the consent of l 00% of the
holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall
permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the
Certificates soas to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any
outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Certificates or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of Certificates
necessary for consent to such amendment.
(c) If at any time the lssuer shall desire to amend this Ordinance under this Section, the Issuer shall
send by U.S. mail to each registered owner ofthe affected Certificates a copy of the proposed amendment and
cause notice of the proposed amendmentto be published at least once in a financial publication published in
The City ofNew York, New York or in the State of Texas. Such published notice shall briefly set fotrtthe
nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for
inspection by all holders of such Certificates.
(d) Whenever at any time within one year from the date of publication of such notice the Issuer shall
receive an instrument or instruments executed by the holders of at least 51 % in aggregate principal amount of
all of the Certificatesthen outstandingthat are required for the amendment, which instrumentor instruments
shall referto the proposed amendmentand that shall specificallyconsentto and approve such amendment, the
Issuer may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatoryOrdinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be modified and amended in accordancewith such amendatoryOrdinance, and
the respective rights, duties, and obligations of the Issuer and all holders of such affected Certificates shall
thereafter be determined, exercised, and enfaced, subject in all respects to such amendment.
(� Any consent given by the ho(derof a Certificatepursuant to the provisionsofthis Section shall be
irrevocable for a period of six months from the date of the publication of the notice provided for in this
Section, and shall be conclusive and binding upon all future holders ofthe same Certificate during such period.
Such consent may be revoked at any time after six months from the date of the publication of said notice by
the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such
revocation shal) not be effective if the holders of 51 % in aggregate principal amount of the affected Certificates
then outstanding, have, prior to the attempted revocation, conanted to and approved the amendment.
For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely upon the
registrationof the ownership of such Certificateson the registration books kept by the Paying AgentlRegistrar.
Section 15. DEFAULT AND REMEDIES.
(a) Events of Default. Each ofthe following occurrences or events for the purpose ofthis Ordinance
is hereby declared to be an Event of Default:
(i) the failureto make paymentofthe principal ofor intereston any ofthe Certificateswhen
the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreementor obligation
of the City, the failure to perform which materially, adversely affects the rights of the Registered
Owners of the Certificates, 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 tl� City.
(b) Remedies for Default
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
therefor, may proceed against the City, or any official, officeror employeeof the City in their official
capacity the purpose of protecting and enforcing the rights of the Registerec�wners 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 agreementcontained herein, or therebyto enjoin any act or thing that may be unlawful or
in violation of any right of fie 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 Certificates then outstanding.
(c) Remedies Not Excl�ive.
(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 Certificates or now or hereafter existing at law or in
equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to
accelerate the debt evidenced by the Certificates 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 unde�this Ordinance, such Registered
Owner agrees that the certificationsrequired to effectuate any covenants or representationscontained
in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or trustees of the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent, or
employee of the City, 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 16. INSURANCE. The Issuer approves the insurance of the Certificates by
(the "Insurer") and the payment of the premium for such insurance, authorizes the execution of the
commitment letter for such insurance.
Section 17. APPROPRIATION. The Issuer hereby appropriates from current funds on hand, and
directs the transferto the Interest and Sinking Fund for the Certificates of an amount of money sufficient to pay
the principal and interest scheduled to come due on the Certificates orEach debt service payment occurring
prior to January 1, 2010.
Section 18. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in
this Ordinance, or application thereofto 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 19. NO PERSONAL LIABILITY. No recourse shall be had for paymentofthe principal of
or interest on any Certificates or for any claim based thereon, or on this Ordinance, against any official or
employee of the City or any person executing any Certificate.
Section 20. OPEN MEETING. It is hereby officiallyfound and determined that the meeting at which
this Ordinance was adopted was open to the public, and that public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code.
Section 21. EMERGENCY. It is hereby officially found and detennined: that a case of emergency or
urgent public necessity exists which requires the holding of the meeting at which this Ordinance is passed,
such emergency or urgent public necessity being that it is necessaryto receive the proceeds from the sale ofthe
Certificates as soon as possible and without delay to allow the City to acquire and construct urgently needed
public improvements; 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 Texas Government Code, Chapter 551.
Section 22. IMMEDIATE EFFECT; EFFECTIVE DATE. This Ordinance shall take effect and be in
force immediatelyupon and after its adoption by the City Council in accordance with the provisions of Section
1201.028, Texas Government Code and the provisions ofthe City Charter ofthe Issuer, and it is accordingly so
ordained.
(Execution Page Follows)
PASSED, APPROVED AND EFFECTIVE this
ATTEST: Mayor, City of Wichi a Falis, as
City C e k, City of Wichita alls, Texas
[CITY SEAL]
APPROVED AS TO LEGAL FORM:
City Attorney
City of Wichita Falls, Texas
By:
' • EXHIBIT A
Annual Financial Statements and Operating Data
The following information is refered to in Section 13(b) of this Ordinance:
The financial informationand operatingdata with respectto the Issuerto be provided annually in accordance
with such Section are as specified (and included in the Appendix or under the headings of the Official
Statement referred to) below:
-- Tables 1 through 12 (APPENDIX A), inclusive
-- APPENDIX D(FINANCIAL STATEMENTS FOR THE LAST COMPLETED FISCAL YEAR WHICH
WILL BE UNAUDITED, UNLESS AN AUDIT IS PERFORMED IN WHICH EVENT THE AUDITED
FINANCIAL STATEMENTS WILL BE MADE AVAILABLE)
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the notes to the
financial statements referred to in paragraph above.