HomeMy WebLinkAbout1996-109ORDINANCE NO 96-109
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF
DENTON CERTIFICATES OF OBLIGATION, SERIES 1996, AND APPROVING AND
AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO, AND
PROVIDING AN EFFECTIVE DATE
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
WHEREAS, the Certificate of Obligation Act of 1971, as amended and codified (the "Act")
permits the City to issue and sell for cash the Certificates of Obligation hereinafter authorized, and
WHEREAS, the City has duly caused notice of its intention to issue the Certificates of
Obligation hereinafter authorized to be published at the times and in the manner required by the Act
and no petition has been filed protesting the issuance thereof, NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
Section 1 AMOUNT AND PURPOSE OF THE CERTIFICATES The certificate or
certificates of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and
delivered in the aggregate principal amount of $5,190,000, for the purpose of paying all or a portion
of the City's Contractual Obligations incurred pursuant to contracts for the purchase of certain real
and personal property, to -wit (a) renovations to the Municipal Building (City Hall) and (b) certain
real property for use in connection with the City's landfill operations located on Edwards Road, and
certain facilities and equipment related to the City's landfill operations, and also for the purpose of
paying all or a portion of the City's Contractual Obligations for professional services of Engineering,
Attorneys, and Financial Advisors in connection with the above contracts and said Certificates of
Obligation
Section 2 DESIGNATION OF THE CERTIFICATES Each certificate issued pursuant to
this Ordinance shall be designated "CITY OF DENTON CERTIFICATE OF OBLIGATION,
SERIES 1996", and initially there shall be issued, sold, and delivered hereunder a single fully
registered certificate, without interest coupons, payable in installments of principal (the "Initial
Certificate"), but the Initial Certificate may be assigned and transferred and/or converted into and
exchanged for a like aggregate principal amount of fully registered certificates, without interest
coupons, having serial maturities, and in the denommation or denominations of $5,000 or any integral
multiple of $5,000, all in the manner hereinafter provided The term "Certificates" as used in this
Ordinance shall mean and include collectively the Initial Certificate and all substitute certificates ex-
changed therefor, as well as all other substitute certificates and replacement certificates issued
pursuant hereto, and the term "Certificates" shall mean any of the Certificates
Section 3 INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL CERTIFICATE
(a) The Initial Certificate is hereby authorized to be issued, sold, and delivered hereunder
as a single fully registered Certificate, without interest coupons, dated May 1, 1996, in the
denommation and aggregate principal amount of $5,190,000, numbered R-1, payable in annual
installments of principal to the initial registered owner thereof, to -wit
FIRST SOUTHWEST COMPANY
or to the registered assignee or assignees of said Certificate or any portion or portions thereof (in
each case, the "registered owner"), with the annual installments of principal of the Initial Certificate
to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the
FORM OF INITIAL CERTIFICATE set forth in this Ordinance
(b) The Initial Certificate (i) may be assigned and transferred, (n) may be converted and
exchanged for other Certificates, (m) shall have the characteristics, and (iv) shall be signed and sealed,
and the principal of and interest on the Initial Certificate shall be payable, all as provided, and in the
manner required or indicated, in the FORM OF INITIAL CERTIFICATE set forth in this Ordinance
Section 4 INTEREST The unpaid principal balance of the Initial Certificate shall bear
interest from the date of the Initial Certificate to the respective scheduled due dates of the installments
of principal of the Initial Certificate, and said interest shall be payable, all in the manner provided and
at the rates and on the dates stated in the FORM OF INITIAL CERTIFICATE set forth in this
Ordinance
Section 5 FORM OF INITIAL CERTIFICATE The form of the Initial Certificate, including
the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to
be endorsed on the Initial Certificate, shall be substantially as follows
F]
FORM OF INITIAL CERTIFICATE
NO R-1 $5,190,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON CERTIFICATE OF OBLIGATION
SERIES 1996
THE CITY OF DENTON, in Denton County, Texas (the "Issuer"), being a political
subdivision of the State of Texas, hereby promises to pay to
FIRST SOUTHWEST COMPANY
or to the registered assignee or assignees of this Certificate or any portion or portions hereof (in each
case, the "registered owner") the aggregate principal amount of
$5,190,000
( FIVE MILLION ONE HUNDRED NINETY THOUSAND DOLLARS)
in annual installments of principal due and payable on February 15 in each of the years, and in the
respective principal amounts, as set forth in the following schedule
PRINCIPAL
PRINCIPAL
YEAR
AMOUNT
YEAR
AMOUNT
1997
$325,000
2007
$165,000
1998
435,000
2008
175,000
1999
460,000
2009
185,000
2000
490,000
2010
195,000
2001
515,000
2011
205,000
2002
145,000
2012
220,000
2003
150,000
2013
235,000
2004
160,000
2014
245,000
2005
170,000
2015
260,000
2006
180,000
2016
275,000
and to pay interest, calculated on the basis of a 360-day year composed of twelve 30-day months,
from the date of this Certificate hereinafter stated, on the balance of each such installment of
principal, respectively, from time to time rematmng unpaid, at the rates as follows
7 00% per annum on the above installment due in 1997
7 00% per annum on the above installment due in 1998
7 00% per annum on the above installment due in 1999
7 00% per annum on the above installment due in 2000
6 50% per annum on the above installment due in 2001
5 00% per annum on the above installment due in 2002
5 10% per annum on the above installment due in 2003
5 20% per annum on the above installment due in 2004
5 30% per annum on the above installment due in 2005
5 40% per annum on the above installment due in 2006
5 40% per annum on the above installment due in 2007
5 50% per annum on the above installment due in 2008
5 60% per annum on the above installment due in 2009
5 70% per annum on the above installment due in 2010
5 75% per annum on the above installment due in 2011
5 75% per annum on the above installment due in 2012
5 75% per annum on the above installment due in 2013
5 75% per annum on the above installment due in 2014
5 75% per annum on the above installment due in 2015
5 75% per annum on the above installment due in 2016
with said interest being payable on February 15, 1997, and semiannually on each August 15 and
February 15 thereafter while this Certificate or any portion hereof is outstanding and unpaid
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Certificate are
payable in lawful money of the United States of America, without exchange or collection charges
The installments of principal and the interest on this Certificate are payable to the registered owner
hereof through the services of TEXAS CONMIERCE BANK NATIONAL ASSOCIATION,
DALLAS, TEXAS, which is the "Paying Agent/Registrar" for this Certificate Payment of all pnnci-
pal of and interest on this Certificate shall be made by the Paying Agent/Registrar to the registered
owner hereof on each principal and/or interest payment date by check dated as of such 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 Certificate (the "Certificate Ordinance") to be on deposit
with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check shall be
sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such
principal and/or interest payment date, to the registered owner hereof, at the address of the registered
owner, as it appeared at the close of business on the last day of the month next preceding each such
date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described The Issuer covenants with the registered owner of this Certificate that on or
before each principal and/or 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 immediately available funds, of all principal of
and interest on this Certificate, when due
IF THE DATE for the payment of the principal 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 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 which is not such a Saturday, Sunday, legal holiday, or day
on winch 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 CERTIFICATE has been authorized in accordance with the Constitution and laws of
the State of Texas in the principal amount of $5,190,000 for the purpose of paying all or a portion
of the City's Contractual Obligations incurred pursuant to contracts for the purchase of certain real
and personal property, to -wit (a) renovations to the Municipal Building (City Hall) and (b) certain
real property for use in connection with the City's landfill operations located on Edwards Road, and
certain facilities and equipment related to the City's landfill operations, and also for the purpose of
paying all or a portion of the Cay's Contractual Obligations for professional services of Engineering,
Attorneys, and Financial Advisors in connection with the above contracts and said Certificates of
Obligation
ON FEBRUARY 15, 2006, or on any date whatsoever thereafter, the unpaid installments of
principal of this Certifiate of Obligation may be prepaid or redeemed prior to their scheduled due
dates, at the option of the Issuer, with funds derived from any available source, as a whole, or in part,
and, ifinpart, the particular portion of this Certificate of Obligation to be prepaid or redeemed shall
be selected and designated by the Issuer (provided that a portion of this Certificate of Obligation may
be redeemed only in an integral multiple of $5,000), at the prepayment or redemption price of the par
or principal amount thereof, plus accrued interest to the date fixed for prepayment or redemption
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written
notice of such prepayment or redemption shall be mailed by the Paying Agent/Registrar to the
registered owner hereof By the date fixed for any such prepayment or redemption due provision
shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required prepay-
ment or redemption price for this Certificate or the portion hereof which is to be so prepaid or re-
deemed, plus accrued interest thereon to the date fixed for prepayment or redemption If such written
notice of prepayment or redemption is given, and if due provision for such payment is made, all as
provided above, this Certificate, or the portion thereof which is to be so prepaid or redeemed, thereby
automatically shall be treated as prepaid or redeemed prior to its scheduled due date, and shall not
bear interest after the date fixed for its prepayment or redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to receive the prepayment or redemption
price plus accrued interest to the date fixed for prepayment or redemption from the Paying
Agent/Registrar out of the funds provided for such payment The Paying Agent/Registrar shall record
in the Registration Books all such prepayments or redemptions of principal of this Certificate or any
portion hereof
THIS CERTIFICATE, to the extent of the unpaid principal balance hereof, or any unpaid
portion hereof in any integral multiple of $5,000, may be assigned by the initial registered owner
hereof and shall be transferred only in the Registration Books of the Issuer kept by the Paying
Agent/Registrar acting in the capacity of registrar for the Certificates, upon the terms and conditions
set forth to the Certificate Ordinance Among other requirements for such transfer, this Certificate
must be presented and surrendered to the Paying Agent/Registrar for cancellation, together with
proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment by the initial registered owner 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 transferred and
registered Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar
may be used to evidence the assignment of this Certificate or any such portion or portions hereof by
the initial registered owner hereof A new certificate or certificates payable to such assignee or
assignees (which then will be the new registered owner or owners of such new Certificate or
Certificates) or to the initial registered owner as to any portion of this Certificate which is not being
assigned and transferred by the initial registered owner, shall be delivered by the Paying Agent/Regis-
trar in conversion of and exchange for this Certificate or any portion or portions hereof, but solely
in the form and manner as provided in the next paragraph hereof for the conversion and exchange of
this Certificate or any portion hereof The registered owner of this Certificate shall be deemed and
treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes,
including payment and discharge of liability upon this Certificate to the extent of such payment, and
the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary
AS PROVIDED above and in the Certificate Ordinance, this Certificate, to the extent of the
unpaid principal balance hereof, may be converted into and exchanged for a like aggregate principal
amount of fully registered certificates, without interest coupons, payable to the assignee or assignees
duly designated in writing by the initial registered owner hereof, or to the initial registered owner as
to any portion of this Certificate which is not being assigned and transferred by the initial registered
owner, in any denomination or denominations in any integral multiple of $5,000 (subject to the
requirement hereinafter stated that each substitute certificate issued in exchange for any portion of
this Certificate shall have a single stated principal maturity date), upon surrender of this Certificate
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
forth in the Certificate Ordinance If this Certificate or any portion hereof is assigned and transferred
or converted each certificate issued in exchange for any portion hereof shall have a single stated
principal maturity date corresponding to the due date of the installment of principal of this Certificate
or portion hereof for winch the substitute certificate is being exchanged, and shall bear interest at the
rate applicable to and borne by such installment of principal or portion thereof No such certificate
shall be payable in installments, but shall have only one stated principal maturity date AS
PROVIDED IN THE CERTIFICATE ORDINANCE, THIS CERTIFICATE IN ITS PRESENT
FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to
one or more assignees, but the certificates issued and delivered in exchange for this Certificate or any
portion hereof may be assigned and transferred, and converted, subsequently, as provided in the
Certificate Ordinance The Issuer shall pay the Paying Agent/Registrar's standard or customary fees
and charges for transferring, converting, and exchanging this Certificate or any portion thereof, but
the one requesting such transfer, conversion, and exchange shall pay any taxes or governmental
charges required to be paid with respect thereto The Paying Agent/Registrar shall not be required
to make any such assignment, conversion, or exchange during the period commencing with the close
of business on any Record Date and ending with the opening of business on the next following
principal or interest payment date
IN THE EVENT any Paying Agent/Registrar for this Certificate 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 appomt a competent and legally qualified substitute therefor, and promptly will cause
written notice thereof to be mailed to the registered owner of this Certificate
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 precedent to or in the authorization, issuance, and delivery of this
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Certificate have been performed, existed, and been done in accordance with law, that this Certificate
is a general obligation of the Issuer, issued on the full faith and credit thereof, and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been pledged irrevocably for such payment, within
the limit prescribed by law, and that, together with other panty obligations, tlus Certificate
additionally is payable from and secured by certain surplus revenues (not to exceed $10,000 in
aggregate amount) derived by the Issuer from the ownership and operation of the City's Utility
System (consisting of the City's combined waterworks system, samtary sewer system, and electric
light and power system), all as provided in the Certificate Ordinance
THE ISSUER has reserved the right to issue, in accordance with law, and in accordance with
the Certificate Ordinance, other and additional obligations, and to enter into contracts, payable from
ad valorem taxes and/or revenues of the City's Utility System, on a panty with, or with respect to said
revenues, superior in lien to, this Certificate
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the teens and provisions of the Certificate Ordinance, agrees to be bound by such
terns 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
the registered owner hereof and the Issuer
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual
signature of the Mayor of the Issuer and countersigned with the manual signature of the City
Secretary of the Issuer, has caused the official seal of the Issuer to be duly impressed on this
Certificate, and has caused this Certificate to be dated May 1, 1996
City Secretary, City of Denton, Texas Mayor, City of Denton, Texas
(CITY SEAL)
(INSERT BOND INSURANCE LEGEND, IF ANY)
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)
Section 6 ADDITIONAL CHARACTERISTICS OF THE CERTIFICATES Registration
and Transfer (a) The Issuer shall keep or cause to be kept at the principal corporate trust office of
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, DALLAS, TEXAS (the "Paying
Agent/Registrar") books or records of the registration and transfer 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 transfers and registrations under such
reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe, and the Paying
Agent/Registrar shall make such transfers and registrations as herein provided The Paying
Agent/Registrar shall obtain and record in the 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/Registrar shall keep the Registration Books confidential and, unless otherwise required by law,
shall not permit their inspection by any other entity Registration of each Certificate may be
transferred in the Registration Books only upon presentation and surrender of such Certificate to the
Paying Agent/Registrar for transfer of registration and cancellation, together with proper written
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, (i) evidencing the assignment of the Certificate, or any portion thereof in any integral
multiple of $5,000, to the assignee or assignees thereof, and (n) the right of such assignee or
assignees to have the Certificate or any such portion thereof registered in the name of such assignee
or assignees Upon the assignment and transfer of any Certificate or any portion thereof, a new
substitute Certificate or Certificates shall be issued in conversion and exchange therefor in the manner
herein provided The Initial Certificate, to the extent of the unpaid principal balance thereof, may be
assigned and transferred by the initial registered owner thereof once only, and to one or more
assignees designated in writing by the initial registered owner thereof All Certificates issued and de-
livered in conversion of and exchange for the Initial Certificate shall be in any denomination or
denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that
each substitute Certificate shall have a single stated principal maturity date), shall be in the form
prescribed in the FORM OF SUBSTITUTE CERTIFICATE set forth in this Ordinance, and shall
have the charactenstics, and may be assigned, transferred, and converted as hereinafter provided If
the Initial Certificate or any portion thereof is assigned and transferred or converted the Initial
Certificate must be surrendered to the Paying Agent/Registrar for cancellation, and each Certificate
issued in exchange for any portion of the Initial Certificate shall have a single stated principal maturity
date, and shall not be payable in installments, and each such Certificate shall have a principal maturity
date corresponding to the due date of the installment of principal or portion thereof for which the
substitute Certificate is being exchanged, and each such Certificate shall bear interest at the single rate
applicable to and bome by such installment of principal or portion thereof for which it is being ex-
changed If only a portion of the Initial Certificate is assigned and transferred, there shall be delivered
to and registered in the name of the initial registered owner substitute Certificates in exchange for the
unassigned balance of the Initial Certificate in the same manner as if the initial registered owner were
the assignee thereof If any Certificate or portion thereof other than the Initial Certificate is assigned
and transferred or converted each Certificate issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Certificate for which it is exchanged A form
of assignment shall be printed or endorsed on each Certificate, excepting the Initial Certificate, which
shall be executed by the registered owner or its duly authorized attorney or representative to evidence
an assignment thereof Upon surrender of any Certificates or any portion or portions thereof for
transfer of registration, an authorized representative of the Paying Agent/Registrar shall make such
transfer in the Registration Books, and shall deliver a new fully registered substitute Certificate or
Certificates, having the characteristics herem described, payable to such assignee or assignees (which
then will be the registered owner or owners of such new Certificate or Certificates), or to the
previous registered owner in case only a portion of a Certificate is being assigned and transferred, all
in conversion of and exchange for said assigned Certificate or Certificates or any portion or portions
thereof, in the same form and manner, and with the same effect, as provided in Section 6(d), below,
for the conversion and exchange of Certificates by any registered owner of a Certificate The Issuer
shall pay the Paying Agent/Registraes standard or customary fees and charges for making such
transfer and delivery of a substitute Certificate or Certificates, but the one requesting such transfer
shall pay any taxes or other governmental charges required to be paid with respect thereto The
Paying Agent/Registrar shall not be required to make transfers of registration of any Certificate or
any portion thereof 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
(b) Owners
lnp of Certificates The entity in whose name any Certificate shall be registered
in the Registration Books at any time shall be deemed and treated as the absolute owner thereof for
all purposes of this Ordinance, whether or not such Certificate shall be overdue, and the Issuer and
the Paying Agent/Registrar shall not be affected by any notice to the contrary, and payment of, or on
account of, the principal of, premium, if any, and interest on any such Certificate shall be made only
to such registered owner All such payments shall be valid and effectual to satisfy and discharge the
liability upon such Certificate to the extent of the sum or sums so paid
(c) Payment of Certificates 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 Certificates,
and to act as its agent to convert and exchange or replace Certificates, 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 Certificates, and of all conversions and exchanges
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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 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 ("Special Payment Date", which shall be fifteen (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 Holder of a Certificate appearing on the registration
books of the Paying Agent/Registrar at the close of business on the 15th business day next preceding
the date of mailing of such notice
(d) Conversion and Exchange or Replacement Authentication Each Certificate issued and
delivered pursuant to this Ordinance, to the extent of the unpaid principal balance or principal amount
thereof, may, upon surrender of such Certificate at the principal corporate trust office of the Paying
Agent/Registrar, together with a written request therefor duly executed by the registered owner or
the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with
guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the regis-
tered owner or such assignee or assignees, as appropriate, be converted into and exchanged for fully
registered certificates, without interest coupons, in the form prescribed in the FORM OF
SUBSTITUTE CERTIFICATE set forth in this Ordinance, in the denomination of $5,000, or any
integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute
Certificate shall have a single stated maturity date), as requested in writing by such registered owner
or such assignee or assignees, in an aggregate principal amount equal to the unpaid principal balance
or principal amount of any Certificate or Certificates so surrendered, and payable to the appropriate
registered owner, assignee, or assignees, as the case may be If the Initial Certificate is assigned and
transferred or converted each substitute Certificate issued in exchange for any portion of the Initial
Certificate shall have a single stated principal maturity date, and shall not be payable in installments,
and each such Certificate shall have a principal maturity date corresponding to the due date of the
installment of principal or portion thereof for which the substitute Certificate is being exchanged, and
each such Certificate shall bear interest at the single rate applicable to and borne by such installment
of principal or portion thereof for which it is being exchanged If any Certificate or portion thereof
(other than the Initial Certificate) is assigned and transferred or converted, each Certificate issued in
exchange therefor shall have the same principal maturity date and bear interest at the same rate as the
Certificate for which it is being exchanged Each substitute Certificate shall bear a letter and/or
number to distinguish it from each other Certificate The Paying Agent/Registrar shall convert and
exchange or replace Certificates as provided herein, and each fully registered certificate delivered in
conversion of and exchange for or replacement of any Certificate or portion thereof as permitted or
required by any provision of this Ordinance shall constitute one of the Certificates for all purposes
of this Ordinance, and may again be converted and exchanged or replaced It is specifically provided
that any Certificate authenticated in conversion of and exchange for or replacement of another
Certificate on or prior to the first scheduled Record Date for the Initial Certificate shall bear interest
from the date of the Initial Certificate, but each substitute Certificate so authenticated after such first
scheduled Record Date shall bear interest from the interest payment date next preceding the date on
which such substitute Certificate was so authenticated, unless such Certificate is authenticated after
any Record Date but on or before the next following interest payment date, in which case it shall bear
interest from such next following interest payment date, provided, however, that if at the time of de-
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livery of any substitute Certificate the interest on the Certificate for which it is being exchanged is due
but has not been paid, then such Certificate shall bear interest from the date to which such interest
has been paid in full THE INITIAL CERTIFICATE 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 or replacement of any Certificate or
Certificates issued under this Ordinance there shall be printed a certificate, in the form substantially
as follows
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described on the face of this Certificate, and that this Certificate has been issued in
conversion of and exchange for or replacement of a certificate, certificates, or a portion of a
certificate or certificates of an issue which 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
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, DALLAS, TEXAS
Paying Agent/Registrar
LTA
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
Certificate, date and manually sign the above Certificate, and no such Certificate shall be deemed to
be issued or outstanding unless such Certificate is so executed The Paying Agent/Registrar promptly
shall cancel all Certificates surrendered for conversion and exchange or replacement No additional
ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or
any other body or person so as to accomplish the foregoing conversion and exchange or replacement
of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing,
execution, and delivery of the substitute Certificates in the manner prescribed herein, and said
Certificates shall be of type composition printed on paper with lithographed or steel engraved borders
of customary weight and strength Pursuant to Vernon's Ann Tex Civ St Art 717k-6, and
particularly Section 6 thereof, the duty of conversion and exchange or replacement of Certificates as
aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above
Paying Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced
Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect
as the Initial Certificate which originally was issued pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts The Issuer shall pay the
Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and
exchanging any Certificate or any portion thereof, but the one requesting any such transfer,
conversion, and exchange shall pay any taxes or governmental charges required to be paid with
respect thereto as a condition precedent to the exercise of such privilege of conversion and exchange
The Paying Agent/Registrar shall not be required to make any such conversion and exchange or
replacement of Certificates or any portion thereof during the period commencing with the close of
11
business on any Record Date and ending with the opening of business on the next following principal
or interest payment date
(e) In General All Certificates issued to conversion and exchange or replacement of any
other Certificate or portion thereof, (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the registered
owners thereof, (a) may be transferred and assigned, (in) may be converted and exchanged for other
Certificates, (iv) shall have the characteristics, (v) shall be signed and sealed, and (vi) the principal
of and interest on the Certificates shall be payable, all as provided, and in the manner required or indi-
cated, in the FORM OF SUBSTITUTE CERTIFICATE set forth in this Ordinance
(f) Payment of Fees and Charges The Issuer hereby covenants with the registered owners
of the Certificates that it will (i) pay the standard or customary fees and charges of the Paying
Agent/Registrar for its services with respect to the payment of the principal of and interest on the
Certificates, when due, and (u) pay the fees and charges of the Paying Agent/Registrar for services
with respect to the transfer of registration of Certificates, and with respect to the conversion and
exchange of Certificates solely to the extent above provided in this Ordinance
(g) Substitute Paying Agent/Registrar 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 agency to act as
and perform the services of Paying Agent/Regtstrar for the Certificates under this Ordinance, and that
the Paying Agent/Registrar will be one entity The Issuer reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying
Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment
date after such notice In the event that the entity at any time acting as Paying Agent/Registrar (or
its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such,
the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust
company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance
Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books
and records relatmg to the Certificates, to the new Paying Agent/Registrar designated and appointed
by the Issuer Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Certificates, by United States mad, 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
Section 7 FORM OF SUBSTITUTE CERTIFICATES The form of all Certificates issued
in conversion and exchange or replacement of any other Certificate or portion thereof, including the
form of Paying Agent/Registrar's Certificate to be printed on each of such Certificates, and the Form
of Assignment to be printed on each of the Certificates, shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions as are permitted or required by this
Ordinance
12
NO
INTEREST RATE
FORM OF SUBSTITUTE CERTIFICATE
(Book -Entry Only Legend, if appropriate)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
PRINCIPAL AMOUNT
CITY OF DENTON CERTIFICATE OF OBLIGATION
SERIES 1996
ORIGINAL DATE
MATURITY DATE OF ISSUE
May 1, 1996
CUSIP NO
ON THE MATURITY DATE specified above the CITY OF DENTON, in Denton County,
Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the "registered owner") the
principal amount of
and to pay interest thereon, calculated on the basis of a 360-day year composed of twelve 30-day
months, from May 1, 1996, to the maturity date specified above, at the interest rate per annum
specified above, with interest being payable on February 15, 1997, and semiannually on each August
15 and February 15 thereafter, except that if the date of authentication of this Certificate is later than
the first Record Date (heremafter 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 (hereinafter defined) 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
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of
the 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, at the principal corporate trust office of TEXAS COMMERCE BANK
NATIONAL ASSOCIATION, DALLAS, TEXAS, wluch is the "Paying Agent/Registrar" for this
Certificate The payment of interest on this Certificate shall be made by the Paying Agent/Registrar
to the registered owner hereof on each interest payment date by check 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 the Certificates (the "Certificate Ordinance")
to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and such
13
check shall be sent by the Paying Agent/Registrar by United States mad, first-class postage prepaid,
on each such interest payment date, to the registered owner hereof, at the address of the registered
owner, as it appeared at the close of business on the last day of the month next preceding each such
date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described However, the payment of such interest may be made by any other method
acceptable to the Paying Agent/Registrar and requested by, and at the risk and expense of, the regis-
tered owner hereof 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 immediately
available funds, of all principal of and interest on the Certificates, when due
IF THE DATE for the payment of the principal 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 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 which is not such a Saturday, Sunday, legal holiday, or day
on which banking institutions are authorized to close, and payment on such date shall have the same
force and effect as if made on the original date payment was due
THIS CERTIFICATE is one of an issue of Certificates initially dated May 1, 1996, authorized
in accordance with the Constitution and laws of the State of Texas in the principal amount of
$5,190,000, for the purpose of paying all or a portion of the City's Contractual Obligations incurred
pursuant to contracts for the purchase of certain real and personal property, to -wit (a) renovations
to the Municipal Budding (City Hall) and (b) certain real property for use in connection with the
City's landfill operations located on Edwards Road, and certain facilities and equipment related to the
City's landfill operations, and also for the purpose of paying all or a portion of the City's Contractual
Obligations for professional services of Engineering, Attorneys, and Financial Advisors in connection
with the above contracts and said Certificates of Obligation
ON FEBRUARY 15, 2006, or on any date whatsoever thereafter, the Certificates 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
Certificates, or portions thereof, to be redeemed shall be selected and designated by the Issuer
(provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000), at
the redemption price of the par or principal amount thereof, plus accrued interest to the date fixed
for redemption
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written
notice of such prepayment or redemption shall be mailed by the Paying Agent/Registrar to the
registered owner hereof By the date fixed for any such prepayment or redemption due provision
shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required prepay-
ment or redemption price for this Certificate or the portion hereof which is to be so prepaid or re-
deemed, plus accrued interest thereon to the date fixed for prepayment or redemption If such written
notice of prepayment or redemption is given, and if due provision for such payment is made, all as
provided above, this Certificate, or the portion thereof which is to be so prepaid or redeemed, thereby
automatically shall be treated as prepaid or redeemed prior to its scheduled due date, and shall not
14
bear interest after the date fixed for its prepayment or redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to receive the prepayment or redemption
price plus accrued interest to the date fixed for prepayment or redemption from the Paying
Agent/Registrar out of the funds provided for such payment The Paying Agent/Registrar shall record
in the Registration Books all such prepayments or redemptions of principal of this Certificate or any
portion hereof
THIS CERTIFICATE OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL
MULTIPLE OF $5,000 may be assigned and shall be transferred only in the Registration Books of
the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Certificates,
upon the terms and conditions set forth in the Certificate Ordinance 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 assignment, in form and with guarantee of
signatures satisfactory 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 transferred and
registered The form of Assignment printed or endorsed on this Certificate shall be executed by the
registered owner or its duly authorized attorney or representative, to evidence the assignment hereof
A new Certificate or Certificates payable to such assignee or assignees (which then will be the new
registered owner or owners of such new Certificate or Certificates), or to the previous registered
owner in the case of the assignment and transfer of only a portion of this Certificate, may be delivered
by the Paying Agent/Registrar in conversion of and exchange for this Certificate, all in the form and
manner as provided in the next paragraph hereof for the conversion and exchange of other
Certificates The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such transfer, but the one requesting such transfer shall pay any taxes or other
governmental charges required to be paid with respect thereto The Paying Agent/Registrar shall not
be required to make transfers of registration of this Certificate or any portion hereof 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 The registered owner of this Certificate
shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner
hereof for all purposes, including payment and discharge of liability upon this Certificate to the extent
of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice
to the contrary
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 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 maturity date, and bearing interest at the
same rate, in any 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 sur-
render of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Certificate Ordinance The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging
any Certificate or any portion thereof, but the one requesting such transfer, conversion, and exchange
15
shall pay any taxes or governmental charges required to be paid with respect thereto as a condition
precedent to the exercise of such privilege of conversion and exchange The Paying Agent/Registrar
shall not be required to make any such conversion and exchange during the period commencing with
the close of business on any Record Date and ending with the opening of business on the next follow-
ing principal or interest payment date
IN THE EVENT any Paying Agent/Registrar for 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 legally qualified substitute therefor, and promptly will cause
written notice thereof to 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 tlungs required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Certificate have been performed, existed, and been done in accordance with law, that this Certificate
is a general obligation of the Issuer, issued on the full faith and credit thereof, and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate,
as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been pledged irrevocably for such payment, within
the limit prescribed by law, and that, together with other panty obligations, this Certificate, and the
other Certificates of this Series, additionally are payable from and secured by certain surplus revenues
(not to exceed $10,000 in aggregate amount) derived by the Issuer from the ownership and operation
of the City's Utility System (consisting of the City's combined waterworks system, sanitary sewer
system, and electric light and power system), all as provided in the Certificate Ordinance
THE ISSUER has reserved the right to issue, in accordance with law, and in accordance with
the Certificate Ordinance, other and additional obligations, and to enter into contracts, payable from
ad valorem taxes and/or revenues of the City's Utility System, on a panty with, or with respect to said
revenues, superior in lien to, tins Certificate
BY BECOMING the registered owner of this Certificate, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate Ordinance, 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
16
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual
or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Certificate
City Secretary, City of Denton, Texas
(CITY SEAL)
Mayor, City of Denton, Texas
FORM OF PAYING AGENTIREGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Certificate has been issued under the provisions of the Certificate
Ordinance described on the face of this Certificate, and that this Certificate has been issued in
conversion of and exchange for or replacement of a certificate, certificates, or a portion of a
certificate or certificates of an issue which 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
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, DALLAS, TEXAS
Paying Agent/Registrar
M.
Authorized Representative
(INSERT BOND INSURANCE LEGEND, IF ANY)
17
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Certificate, or duly
authorized representative or attorney
thereof, hereby assigns this Certificate to
(Assignee's Social (print or typewrite Assignee's name and
Security or Taxpayer address, including zip code)
Identification Number
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Certificate on the Paying Agent/Registrar's Registration
Books with full power of substitution in the prermses
Dated
Signature Guaranteed
NOTICE Signature(s) must be
guaranteed by an eligible guarantor
institution participating in a
securities transfer association
recognized signature guarantee
program
Registered Owner
NOTICE This signature must
correspond with the name of the
Registered Owner appearing on
the face of this Certificate
Section 8 TAX LEVY A special Interest and Sinking Fund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Certificates, and the Interest and Sinking Fund
shall be established and maintained by the Issuer at an official depository bank of the Issuer The
Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the
Issuer, and shall be used only for paying the interest on and principal of the Certificates All ad
valorem taxes levied and collected for and on account of the Certificates shall be deposited, as
collected, to the credit of the Interest and Sinking Fund During each year while any of the
Certificates or interest thereon are outstanding and unpaid, the governing body of the Issuer shall
compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and
produce the money required to pay the interest on the Certificates as such interest becomes due, and
to provide and maintain a sinking fund adequate to pay the principal of its Certificates as such
principal matures (but never less than 2% of the original principal amount of the Certificates as a
sinking fund each year), and said tax shall be based on the latest approved tax rolls of the Issuer, with
18
full allowance being made for tax delinquencies and the cost of tax collection Said rate and amount
of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in
the Issuer for each year while any of the Certificates or interest thereon are outstanding and unpaid,
and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid
Interest and Sinking Fund Said ad valorem taxes sufficient to provide for the payment of the interest
on and principal of the Certificates, as such interest comes due and such principal matures, are hereby
pledged for such payment, within the lrtrut prescribed by law
Section 9 SURPLUS REVENUES The Certificates additionally shall be payable from and
secured by surplus revenues, to the ex tent hereinafter permitted, derived by the Issuer from the
ownership and operation of the Issuer's Utility System (consisting of its combined waterworks
system, sanitary sewer system, and electric light and power system) remaining after (a) payment of
all amounts constituting operation and maintenance expenses of said Utility System, and (b) payment
of all debt service, reserve, and other requirements and amounts required to be paid under all
ordinances heretofore or hereafter authorizing (i) all bonds and (n) all other obligations not on a
panty with the Certificates, which are payable from and secured by any Utility System revenues, and
(c) payment of all amounts payable from any Utility System revenues pursuant to contracts heretofore
or hereafter entered into by the Issuer in accordance with law (the "Surplus Revenues") If, for any
reason, the Issuer fails to deposit ad valorem taxes levied pursuant to Section 8 hereof to the credit
of the Interest and Sinking Fund in an amount sufficient to pay, when due, the principal of and interest
on the Certificates, then Surplus Revenues, to the extent hereinafter permitted, shall be deposited to
the credit of the Interest and Sinking Fund and used to pay such principal and/or interest A
maximum aggregate of $10,000 of Surplus Revenues may be used to pay principal and/or interest on
the Certificates and any obligations on a panty therewith The Certificates and any obligations on a
parity therewith are not, and shall not be deemed to be, payable from or secured by any Surplus
Revenues in excess of an aggregate of $10,000 Until and unless an aggregate of $10,000 of Surplus
Revenues actually is used to pay any such principal and/or interest, additional obligations, payable
from and secured by all or any remaining unused part of said aggregate of $10,000 of Surplus
Revenues, may be issued by the Issuer on a panty with the Certificates and any other then outstanding
panty obligations, with the Certificates and all such additional panty obligations to be payable from
and secured equally and ratably by all or any remaining unused part of said aggregate The Issuer
reserves, and shall have, the right to issue bonds, and other obligations not on a panty with the
Certificates, and to enter into contracts, in accordance with applicable laws, to be payable from and
secured by any Utility System revenues other than the aggregate of $10,000 of Surplus Revenues as
described above The Certificates are on a panty with those issues of City of Denton Certificates of
Obligation, Series 1987, Series 1987-A, Series 1989, Series 1989-A, Series 1991, Series 1992, Series
1993, Series 1993-A, Series 1994 and Series 1995 (the "Outstanding Certificates"), as permitted in
the Ordinances authorizing same, and it is hereby found and determined that none of the above
defined Surplus Revenues have ever been used to pay any principal and/or interest on the Outstanding
Certificates
Section 10 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 either (i) shall
have been made or caused to be made in accordance with the terms thereof, or (u) shall have been
19
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient
to make such payment or (2) Government Obligations which 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 Certificates shall
have become due and payable At such time as a Certificate shall be deemed to be a Defeased
Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured
by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as
provided to this Ordinance, and such principal and interest shall be payable solely from such money
or Government Obligations
(b) Any moneys so deposited with the Paying Agent(Registrar may at the written direction
of the Issuer also be invested in Government Obligations, maturing in the amounts and times as
herembefore set forth, and all income from such Government Obligations received by the Paying
Agent/Registrar which is not required for the payment of the Certificates 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
(c) The term "Government Obligations" as used in this Section shall mean direct
obligations of the United States of America, including obligations the principal of and interest on
winch are unconditionally guaranteed by the United States of America, winch may be United States
Treasury obligations such as its State and Local Government Series, which may be in book -entry
form
(d) Until all Defeased Certificates shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates
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
Section II DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
CERTIFICATES (a) Replacement 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 certificate of the same principal amount, maturity, and interest rate,
as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate
in the manner hereinafter provided
(b) Application for Replacement Certificates 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 replacement certificate 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
Certificate, the registered owner shall furnish to the Issuer and the Paying Agent/Registrar evidence
to their satisfaction of the loss, theft, or destruction of such Certificate, as the case may be In every
20
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 Section, in
the event of any such Certificate shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, or interest on the Certificate, the Issuer may authorize
the payment of the same (without surrender thereof except in the case of a damaged or mutilated
Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished
as above provided to this Section
(d) Charge for Issuing Replacement Certificates Prior to the issuance of any replacement
certificate, the Paying Agent/Registrar shall charge the registered owner of such Certificate with all
legal, printing, and other expenses in connection therewith Every replacement certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, or
destroyed shall constitute a contractual obligation of the Issuer 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) Authonty_for Issuing Replacement Certificates In accordance with Section 6 of Vernon!s
Ann Tex Cry St Art 717k-6, this Section 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 Issuer 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 Certificates in the form and manner and with the effect, as
provided in Section 6(d) of this Ordinance for Certificates issued in conversion and exchange for
other Certificates
Section 12 CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES,
CERTIFICATE COUNSEL'S OPINION, CUSIP NUMBERS, PREAMBLE AND INSURANCE
The Mayor of the Issuer is hereby authorized to have control of the Initial Certificate issued
hereunder and all necessary records and proceedings pertarmng to the Initial Certificate pending its
delivery and its investigation, exarmnatron, and approval by the Attorney General of the State of
Texas, and its registration by the Comptroller of Public Accounts of the State of Texas Upon
registration of the Initial Certificate said Comptroller of Public Accounts (or a deputy designated in
writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on
the Initial Certificate, and the seal of said Comptroller shall be impressed, or placed in facsirmle, on
the Initial Certificate 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 Initial Certificate or on any
Certificates issued and delivered in conversion of and exchange or replacement of any Certificate, but
neither shall have any legal effect, and shall be solely for the convenience and information of the
registered owners of the Certificates The preamble to this Ordinance is hereby adopted and made
a part hereof for all purposes If insurance is obtained on any of the Certificates, the Initial Certificate
and all other Certificates shall bear an appropriate legend concerning insurance as provided by the
insurer
21
Section 13 COVENANTS REGARDING TAX -EXEMPTION The Issuer covenants to
refrain from taking any action which would adversely affect, and to take any action required to
ensure, the treatment of the Certificates 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
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Certificates or the project financed therewith (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 project 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,
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Certificates or the
project 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" which is "related" and not
"disproportionate", within the meaning of section 141(b)(3) of the Code, to the governmental
use,
(c) to take any action to assure that no amount which is greater than 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,
(d) to refrain from taking any action which would otherwise result in the
Certificates being treated as "private activity bonds" within the meaning of section 14l(b) of
the Code,
(e) 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,
(f) to refrain from using any portion of the proceeds of the Certificates, directly
or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Certificates, other than investment property acquired with --
(1) proceeds of the Certificates invested for a reasonable temporary period
of 3 years or less, or in the case of a refunding certificate for a period of 30 days or
less, until such proceeds are needed for the purpose for which the certificates are
issued,
(2) amounts invested in a bona fide debt service fund, within the meaning
of section 1 148-1(b) of the Treasury Regulations, and
22
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the stated principal
amount (or, in the case of a discount, the issue price) of the Certificates,
(g) 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 requirements of section 148 of the Code (relating to arbitrage),
Section 149(g) of the Code (relating to hedge bonds), and, to the extent applicable, section
149(d) of the Code (relating to advance refundings), and
(h) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Certificates) 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 that 60 days after the Certificates 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
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date
of issuance of the Bonds It is the understanding of the Issuer that the covenants contained herein
are intended to assure compliance with the Code and any regulations or rulings promulgated by the
U S Department of the Treasury pursuant thereto In the event that regulations or rulings are
hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Certifi-
cates, 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 Certificates under section 103 of the
Code In the event that regulations or rulings are in furtherance of such intention, the Issuer hereby
authorizes and directs the Mayor and/or the Director of Finance of the Issuer to execute any
documents, certificates or reports required by the Code and to make such elections, on behalf of the
Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the
Certificate
In order to facilitate compliance with the above covenant (h), 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 owners of the
Certificates The Rebate Fund is established for the additional purpose of compliance with Section
148 of the Code
Section 14 SALE OF INITIAL CERTIFICATE The Initial Certificate is hereby sold and
shall be delivered to First Southwest Company, for cash for the par value thereof and accrued interest
thereon to date of delivery, plus a premium of $ -0- It is hereby officially found, determined,
and declared that the Initial Certificate has been sold at public sale to the bidder offering the lowest
interest cost, after receiving sealed bids pursuant to an Official Notice of Sale and Bidding
Instructions and Official Statement dated April 23, 1996, prepared and distributed in connection with
the sale of the Initial Certificate Said Official Notice of Sale and Bidding Instructions and Official
r�k3
Statement, and any addenda, supplement, or amendment thereto have been and are hereby approved
by the Issuer, and their use in the offer and sale of the Certificates is hereby approved It is further
officially found, determined, and declared that the statements and representations contained in said
Official Notice of Sale and Official Statement are true and correct in all material respects, to the best
knowledge and belief of the City Council and the Issuer
Section 15 INTEREST EARNINGS ON CERTIFICATE PROCEEDS Interest earnings
derived from the investment of proceeds from the sale of the Initial Certificate shall be used along
with other proceeds for the purposes for which the Certificates are issued, provided that after
completion of such purposes, 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 certificate proceeds wluch are required to be rebated to the United States of America
pursuant to Section 13 hereof in order to prevent the Certificates from being "arbitrage bonds" within
the meaning of the Code shall be so rebated and not considered as interest earnings for the purposes
of this Section
Section 16 DTC REGISTRATION The Certificates initially shall be issued and delivered
in such manner that no physical distribution of the Certificates will be made to the public, and The
Depository Trust Company ("DTC"), New York, New York, initially will act as depository for the
Certificates DTC has represented that it is a limited purpose trust company incorporated under the
laws of the State of New York, a member of the Federal Reserve System, a 'blearing corporation"
within the meaning of the New York Uniform Commercial Code, and a 'blearing agency" registered
under Section 17A of the federal Securities Exchange Act of 1934, as amended, and the Issuer
accepts, but in no way venfies, such representations The Initial Certificate authorized by this
Ordinance shall be delivered to and registered in the name of the Purchaser However, it is a
condition of delivery and sale that the Purchaser, immediately after such delivery, shall cause the
Paying Agent/Registrar, as provided for in this Ordinance, to cancel said Initial Certificate and deliver
in exchange therefor a substitute Certificate for each maturity of such Initial Certificate, with each
such substitute Certificate to be registered in the name of CEDE & CO , the noinmee of DTC, and
it shall be the duty of the Paying Agent/Registrar to take such action It is expected that DTC will
hold the Certificates on behalf of the Purchaser and/or the DTC Participants, as defined and described
in the Official Statement referred to and approved in Section 14 hereof (the 'DTC Participants") So
long as each Certificate is registered in the name of CEDE & CO , the Paying Agent/Registrar shall
treat and deal with DTC in all respects the same as if it were the actual and beneficial owner thereof
It is expected that DTC will maintain a book entry system which will identify beneficial ownership
of the Certificates by DTC Participants in integral amounts of $5,000, with transfers of ownership
being effected on the records of DTC and the DTC Participants pursuant to rules and regulations
established by them, and that the substitute Certificates initially deposited with DTC shall be
immobilized and not be further exchanged for substitute Certificates except as hereinafter provided
The Issuer is not responsible or liable for any functions of DTC, will not be responsible for paying
any fees or charges with respect to its services, will not be responsible or liable for maintaining,
supervising, or reviewing the records of DTC or the DTC Participants, or protecting any interests or
rights of the beneficial owners of the Certificates It shall be the duty of the Purchaser and the DTC
Participants to make all arrangements with DTC to establish this book -entry system, the beneficial
ownership of the Certificates, and the method of paying the fees and charges of DTC The Issuer
does not represent, nor does it in any way covenant that the initial book -entry system established with
24
DTC will be maintained in the future The Issuer reserves the right and option at any time in the
future, in its sole discretion, to terminate the DTC (CEDE & CO ) book -entry only registration
requirement described above, and to permit the Certificates to be registered in the name of any owner
If the Issuer exercises its right and option to terminate such requirement, it shall give written notice
of such termination to the Paying Agent/Registrar and to DTC, and thereafter the Paying
Agent/Registrar shall, upon presentation and proper request, register any Certificate in any name as
provided for in this Ordinance Notwithstanding the initial establishment of the foregoing book -entry
system with DTC, if for any reason any of the originally delivered substitute Certificates is duly filed
with the Paying Agent/Registrar with proper request for transfer and substitution, as provided for in
this Ordinance, substitute Certificates will be duly delivered as provided in this Ordinance, and there
will be no assurance or representation that any book -entry system will be maintained for such
Certificates
Section 17 COMPLIANCE WITH RULE 15c2-12 (a) Annual Re
gorts (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 1996, financial information and operating data with respect to the Issuer of the
general type included in the final Official Statement authorized by Section 14 of this Ordinance, being
the information described in Exhibit A hereto, which Exhibit is attached to and incorporated in this
Ordinance as if written word for word herein Any financial statements so to be provided shall be (1)
prepared in accordance with the accounting principles described in Exhibit A hereto, or such other
accounting principles as the Issuer may be required to employ from time to time pursuant to state law
or regulation, and (2) audited, if the Issuer commissions an audit of such statements and the audit is
completed within the period during which they must be provided If the audit of such financial
statements is not complete within such period, then the Issuer shall provide unaudited financial
statements by the required time and will provide audited financial statements for the applicable fiscal
year to each NRMSIR and any SID, when and if the audit report on such statements become
available
(h) 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
(b) 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,
25
Unscheduled draws on credit enhancements reflecting financial difficulties,
Substitution of credit or liquidity providers, or their failure to perform,
6 Adverse tax opinions or events affecting the tax-exempt status of the
Certificates,
Modifications to rights of holders of the Certificates,
Certificate calls,
Defeasances,
10 Release, substitution, or sale of property securing repayment of the
Certificates, and
1 I Rating changes
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any
failure by the Issuer to provide financial information or operating data in accordance with subsection
(a) of this Section by the time required by such subsection
(c) Limitations. Disclamiers and Amendments (i) The Issuer shall be obligated to observe
and perform the covenants specified in tlus 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 will give the notice required by Subsection (b) hereof of any Certificate
calls and defeasance that cause the Issuer to no longer be such an "obligated person"
(u) 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
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 Certificates at any future date
(in) 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 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
26
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that anse 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 Certificates in the
primary offering of the Certificates in compliance with the Rule, taking into account any amendments
or interpretations of the Rule since such offenng 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
Certificates 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 Certificates 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 (a) 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 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 Certificates in the primary offering of the Certificates
(d) Definitions As used in this Section, the following terms have the meanings ascribed to
such terms below
"MSRB" means the Municipal Securities Rulemaking Board
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule from
time to time
"Rule" means SEC Rule 15c2-12, as amended from time to time
"SEC" means the United States Securities and Exchange Commission
"SID" means any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time
27
"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
Section 18 FURTHER PROCEDURES The Mayor of the Issuer, the City Secretary of the
Issuer, and all other officers, employees, and agents of the Issuer, and each of them, shall be and they
are hereby expressly authorized, empowered, and directed from time to time and at any time to do
and perform all such acts and things and to execute, acknowledge, and deliver in the name and under
the corporate seal and on behalf of the Issuer all such instruments, whether or not herein mentioned,
as may be necessary or desirable in order to carry out the terms and provisions of this Certificate
Ordinance, the Certificates, the sale of the Certificates, and the Notice of Sale and Official Statement,
and the Director of Finance of the City shall cause the expenses of issuance of the Certificates to be
paid from the proceeds of sale of the Initial Certificate or from other lawfully available funds of the
Issuer 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 19 OPEN MEETINGS The City Council has found and determined that the
meeting at which this Ordinance is considered is open to the public and that notice thereof was given
in accordance with the provisions of the Texas Open Meetings, Law, Tex Gov't Code, Chapter 551,
as amended
Section 20 EFFECTIVE DATE This Ordinance shall become effective immediately upon
its passage and approval
PASSED AND APPROVED this the
ATTEST
Jennifer Walters, City Secretary
APPROVED AS TO LEGAL FORM
Herbert L Prouty, City Attorney
By fy�
28
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 17 of tlus Ordinance
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually
in accordance with such Section are as specified (and included in the Appendix or under the tables
of the Official Statement referred to) below
Tables numbered 1 through 14, inclusive, under the captions "Tax Information", 'Debt
Service Requirements" and "Financial Information" in the Official Statement
Appendix B in the Official Statement
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 the paragraph above
CERTIFICATE FOR
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF
DENTON CERTIFICATES OF OBLIGATION, SERIES 1996, AND APPROVING AND
AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO, AND
PROVIDING AN EFFECTIVE DATE
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
We, the undersigned officers of said City, hereby certify as follows
1 The City Council of said City convened in REGULAR MEETING ON THE 7TH DAY
OF MAY, 1996, at the Municipal Building (City Hall), and the roll was called of the duly constituted
officers and members of said City Council, to -wit
Jennifer K Walters,
City Secretary
David Biles, Mayor Pro Tem
Jerry Cott
Jack Miller
Bob Castleberry, Mayor
Euline Brock
Jeff Krueger
Carl G Young, Sr
and all of said persons were present, except the following absentees None, thus constituting a
quorum Whereupon, among other business, the following was transacted at said Meeting a written
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF
DENTON CERTIFICATES OF OBLIGATION, SERIES 1996, AND APPROVING AND
AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO, AND
PROVIDING AN EFFECTIVE DATE
was duly introduced for the consideration of said City Council and duly read It was then duly moved
and seconded that said Ordinance be passed, and, after due discussion, said motion, carrying with it
the passage of said Ordinance, prevailed and carried by the following vote
AYES
NOES
ABSTENTIONS
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 pertaaung to the passage of said Ordinance, that the persons named in the above and fore-
going paragraph are the duly chosen, qualified, and acting officers and members of said City Council
as indicated therein, and 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 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
3 That the Mayor of said City has approved, and hereby approves, the aforesaid Ordinance,
that the Mayor and the City Secretary of said City have duly signed said Ordinance, and that the
Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall
constitute the signing of the attached and following copy of said Ordinance for all purposes
SIGNED AND SEALED the 7th day of May, 1996
Ci Secretary Mayor
(SEAL)
We, the undersigned, being respectively the City Attorney and the Bond Attorneys of the City
of Denton, Texas, hereby certify that we prepared and approved as to legality the attached and
following Ordinance prior to its passage as aforesaid
L4V�-/
City Attorney
Bond Attorneys
LAW OFFICES
MCCALL, PARKHURST & HORTON L L P
3100 ONE AMERICAN CENTER
AUSTIN TEXAS 787013248
TELEPHONE 5124783805
FACSIMILE 5124720671
Honorable Mayor and Council of
the City of Denton
Denton, Texas
Ladies and Gentlemen
717 NORTH HARWOOD
NINTH FLOOR
DALLAS TEXAS 75201 5587
TELEPHONE 2142202800
FACSIMILE 214 7549250
May 7, 1996
1225 ONE RIVERWALK PLACE
SAN ANTONIO TEXAS 78205 3503
TELEPHONE 2102252800
FAESiMILE 2102252984
Re City of Denton Certificate of Obligation, being the "Initial Certificate" proposed to be
authorized by the ordinance described below
In compliance with Section 9 02 and Section 9 04 of the City Charter of the City of Denton, you are
advised that the bids for the captioned Initial Certificate received by the City pursuant to its Official Statement
and Notice of Sale and Bidding Instructions dated April 23, 1996, have been tabulated, and that we find, based
on calculations performed by First Southwest Company, as financial advisor, that the bid of a syndicate managed
or headed by the following
with the installments of principal of the Initial Certificate to bear interest at the rates therein specified, with such
bidder to pay par and accrued interest to date of delivery, plus a premium of $ O for the Initial
Certificate, is the lowest and best bid received, and we recommend that it be accepted
We further certify that we have examined the ordinance (the "Certificate Ordinance") presently placed
before the Mayor and Council for the purpose of authorizing the issuance, sale, and delivery of said Initial
Certificate, and, in our opinion, the said proposed Certificate Ordinance is legal, and the certificates to be issued
thereunder will be general obligations of the City payable from ad valorem taxes levied and ordered to be levied
against all taxable property in the City, within the limit prescribed by law, and additionally are payable from and
secured by certain surplus revenues (not to exceed $10,000 in aggregate amount) derived by the Issuer from the
ownership and operation of the City's Utility System (consisting of the City's combined waterworks system,
sanitary sewer system, and electric light and power system)
Respectfully,
McCall, Parkhurst & Horton L L P
L E (Ted) Bnzzolara, III