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HomeMy WebLinkAbout1983-136ORDINANCE NO ORDINANCE AUTHORIZING THE ISSUANCE OF CERTIFICATE5 OF OBLIGATION THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, Vernon's Article 2368a 1 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 Vernon's Article 2368a 1, and no petition has been filed protesting the issuance thereof THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS Section 1 AMOUNT AND PURPOSE OF CERTIFICATES That the said City's Certificates of obligation (hereinafter sometimes called "Certificates") are hereby authorized to be issued in the aggregate principal amount of $ , FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ITY'S CONTRACTUAL OBLIGATIONS TO BE INCURRED FOR STREET IMPROVEMENTS IN THE CITY AND PROFESSIONAL SERVICES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND FINANCIAL ADVISORS IN CONNECTION WITH SUCH STREET IMPROVEMENTS AND THE CERTIFICATES OF OBLIGATION Section 2 That said certificates shall be designated as the CITY OF DENTON CERTIFICATES OF OBLIGATION, SERIES 1984 Section 3 DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES Initially there shall be issuede sold, and delivered hereunder fully registered certificates, without interest coupons, dated - r 1984, in the respective denominations and principal amounts hereinafter stated, numbered consecutively from R-1 upward, payable to the respective initial registered owners thereof (as designated in Section 13 hereof) , or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case, the "registered owner"), and said certificates shall mature and be payable serially on in each of the years and in the principal amounts, respectively, as set forth in the following schedule YEARS AMOUNTS YEARS AMOUNTS The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates I A Section 4 INTEREST The Certificates scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF CERTIFICATE set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum Maturity Maturity % Maturity Maturity % Maturity Maturity —% Maturity Maturity % Maturity % Maturity % Maturity % Said interest shall be payable in the manner provided and on the dates stated in the FORM OF CERTIFICATE set forth in this Ordinance Section 5 CHARACTERISTICS OF THE CERTIFICATES tration. Transfer. Conversion and Exchange, Authentica- tion \(a)� The City shall keep or cause to ne xept at tne Tr —in tl--�corporate trust office of the r . Texas (the "Paying Agent/ Reqi strar") books or 7e—cords for the registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may prescribe, and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each 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 City shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity The City shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate Except as provided in Section 5 (c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed The Paying Agent/Regiqtrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange No additional ordinances, orders, or resolutions need be passed or adopted by the City or any other body or person so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide 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 of Certificates as aforesaid is hereby imposed upon the Paying Agent/ Registrar, and, upon the execution of said Certificates, the converted and exchanged Certificates shall be valid, incon- testable, and enforceable in the same manner and with the same effect as the Certificates which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts (b) Payment of Certificates and Interest The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this Ordinance The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Certificates (c) In General The Certificates (1) 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, (ii) may be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the City at least 50 days prior to any such redemption date), (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance The Certificates initially issued and delivered pursuant to this Ordinance (to which Certificates is attached thePfei�t­ificale -of-the- Comptroller of Public Accounts) are not required to be, and shall not be, authenticated by the Paying Agent /Registrar, but on each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE M Substitute Agent/Re s1rar The City covenants with the re4��d owner s o�f the Certificates that at all times while the Certificates are outstanding the City will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity The City 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 City covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency 3 to act as Paying Agent/Registrar under this Ordinance Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof) , along with all other pertinent books and records relating to the Certifi- cates, to the new Paying Agent/Registrar designated and appointed by the City Upon any change in the Paying Agent/ Registrar, the City 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 Mail, first-class postage prepaid, which notice also shall give the address of the new Paying/Agent Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar Section 6 FORM OF CERTIFICATES The form of the Certificates, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissionst or insertions as are permitted or required by this Ordinance FORM OF CERTIFICATE NO UNITED STATES OF AMERICA PRINCIPAL AMOUNT STATE OF TEXAS $ COUNTY OF DENTON CITY OF DENTON CERTIFICATES OF OBLIGATION SERIES 1984 INTEREST RATE MATURITY DATE ON THE MATURITY DATE specified above, THE CITY OF DENTON, in Denton County, Texas (the "City"), being a political subdivision of the State of Texas, hereby promises to pay to (hereinafter called the "registered owner") the principal amount of and to pay interest thereon from 1 19_, on and semiannually on each Wn-d thereafter to the maturity date �specjfied above, or e date of redemption prior to maturity, at the interest rate per annum specified above, except that if this Certificate is required to be authenticated and the date of its authentication is later than 1, . such principal amount shall bear inte7-estfrom t9e­Enterest 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, provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged or converted from is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money 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 or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of the Texas, which is the "Paying Agent7R�egistrar" 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 or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the City 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 or draft shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the business 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 Any accrued interest due at maturity or upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar The City 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 principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, 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, or the United States Postal Service is not open for business, 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 a Series of Certificates dated r 1984, authorized in accordance with the ConstiFu�tionand laws of the State of Texas in the principal amount of $_, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGATIONS TO BE INCURRED FOR STREET IMPROVEMENTS IN THE CITY AND PROFESSIONAL SERVICES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND FINANCIAL ADVISORS IN CONNECTION WITH SUCH STREET IMPROVEMENTS AND THE CERTIFICATES OF OBLIGATION On , or on any interest payment date thereafter, the Certificates of this Series may be redeemed prior to their scheduled maturities, at the option of the City, 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 City (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000), at a redemption price equal to 5 the principal amount to be redeemed plus accrued interest to the date fixed for redemption AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof prior to maturity a written notice of such redemption shall be published once in a financial publication, journal, or reporter of general circulation among securities dealers in The City of New York, New York or in the State of Texas Such notice also shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption, to the registered owner of each Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption date, provided, however, that the failure to send, mail, or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate, and it is hereby specifically provided that the publication of such notice as required above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Certificates or portions thereof By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof which are to be so redeemed If such written notice of redemption is published and if due provision for such payment is made, all as provided above, the Certificates or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment If a portion of any Certificate shall be redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the Certificate Ordinance 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 City kept by the Paying Agent/Registrar acting in the capacity of registrar for the Certificates, upon the terms and conditions set forth herein and in the Certificate Ordinance This Certificate may only be assigned and transferred upon presentation and surrender to the Paying Agent/Registrar for transfer of registration and cancellation, 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 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, and shall conclusively evidence the assignment hereof Upon surrender of this Certificate or any portion or portions hereof for transfer of registration, an authorized representative of the Paying Agent/Registrar shall make such transfer in the N Registrations Books, and shall deliver a new Certificate or Certificates payable to such assignee or assignees, or to the registered owner hereof in the case of the assignment and transfer of only a portion of this Certificate, in exchange for this Certificate, all in the form and manner as provided in the next paragraph hereof for the conversion and exchange of Certificates The registered owner of this Certificate shall be deemed and treated by the City 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 City and the Paying Agent/Registrar shall not be affected by any notice to the contrary ALL CERTIFICATES OF THIS SERIES issued as a result of a transfer, conversion or exchange are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5sOOO In accordance with the form and procedures set forth in the Certificate Ordinance, this Certificate, or any unpaid or unredeemed portion hereof, may, at the written request of the registered owner or the assignee or assignees hereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, be converted into and exchanged for a Certificate or Certificates of like aggregate principal amount, 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, upon surrender of this Certificate to the Paying Agent/Registrar at its principal corporate trust office for cancellation The one requesting a transfer, conversion, or 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 transfer, conversion or exchange The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City, resigns, or otherwise ceases to act as such, the City has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Certificates IT IS HEREBY certified, recited, and covenanted that this Certificate has been duly and validly authorized, issued, and delivered, that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authori7ation, 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 said City, 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 said City, and have been pledged for such payment, within the limit 7 prescribed by law, and that this Certificate is additionally secured by and payable from the surplus revenues derived by the City from the ownership and operation of the City's Utility System consisting of its combined waterworks and sanitary sewer system and its electric light and power system remaining after payment of all amounts required to be paid under the ordinances authorizing any bonds or other obligations payable from Utility System revenues now outstanding or hereafter issued 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 City, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the City IN WITNESS WHEREOF, the City has caused this Certificate to be signed with the facsimile signature of the Mayor of the City and countersigned with the facsimile signature of the City Secretary of the City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Certificate (facsimile signature) City Secretary (CITY SEAL) (facsimile signature) Mayor FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Certificate has been issued under the provisions of the Certificate Ordinance described on the face of this Certificate, and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a Series 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 Paying Agent/Registrar By Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned registered owner of this Certificate, or duly authorized representative or attorney I thereof, hereby assigns $ of this Certificate to (print or type the name and address of the assignee and any other relevant information) and authorizes the Paying Agent/Registrar to transfer and register ownership of such portion of this Certificate in the Registration Books Dated Registered Owner The signature above is hereby verified as true and genuine 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 7 TAX LEVY That a special "Interest and Sinking Fund" is hereby created solely for the benefit of said Certificates, and said Interest and Sinking Fund shall be established and maintained by said City at an official depository bank of said City Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said City, and shall be used only for paying the interest on and principal of said Certificates All ad valorem taxes levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of said Interest and Sinking Fund During each year while any of said Certificates are outstanding and unpaid, the governing body of said City 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 said Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of such Certificates as such principal matures (but never less than 2% of the original principal amount or said Certificates as a sinking fund each year), and said tax shall be based on the latest approved tax rolls of said City, with 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 said City for each year while any of said Certificates are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of said Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law Section 8 SURPLUS REVENUE PLEDGE Said Certificates additionally shall be payable from and secured by the surplus revenues derived by the City from the ownership and operation of the City's Utility System consisting of its combined waterworks and sanitary sewer system and its electric light and power system remaining after payment of all amounts required to be paid under the ordinances authorizing any bonds or other obligations payable from Utility System revenues now outstanding or hereafter issued The City shall deposit such surplus revenues and the ad valorem taxes levied pursuant to Section 7 hereof to the credit of the Interest and Sinking Fund created pursuant to Section 7 hereof in an amount ,ufficient to pay the principal of and interest on the Certificates herein authorized, and if surplus revenues are actually on deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant to Section 7 hereof may be reduced to the extent and by the amount of the surplus revenues then on deposit in the Interest and Sinking Fund Section 9 DEFEASANCE OF CIRTIFICATES (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 9, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity, upon redemption, or otherwise) either (3.) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar 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, or sufficient money to provide for such payment, and when proper arrangements have been made by the City 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 in 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 City also be invested in Government Obligations, maturing in the amounts and times as hereinbefore 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 10 such money has been so deposited, shall be turned over to the City, or deposited as directed in writing by the City (c) The term "Government Obligations" as used in this Section 9, shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which 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/Reqistrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the City shall make proper arrangements to provide and pay for such services as required by this ordinance Section 10 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES (a) Replacement Certificates In the event any outstanding Certificatc 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) Applicatio for eplacement Certificates a TF 0 f j_ Application for replaceme 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 City 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 City and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as the case may be In every case of damage or mutilation of a Certificate, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated (c) No Default occurred Notwithstanding the foregoing provisions of this Section 9, in the event any such Certificate shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, Lf any, or interest on this Certificate, the City 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 in this Section 9 (d) Charge for Issuing Replacement Certificates Prior to the issuance of any replacement ceri�lficate, 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 9 by virtue of the fact that any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the City 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 11 benefits of this ordinance equally and proportionately with any and all other Certificates duly issued under this ordinance (e) Authority f Ils!!Y' 1 2e��ent Certificates '2 In accordai�ce with sectloiT 6- o7f VeNnpo_0' s Ann Tex Civ St Art 717k-6, this Section 9 of thas Ordinance shall con- stitute authority for the issuance of any such replacement certificate without necessity of further action by the City 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 5(a) of this ordinance for Certificates issued in conversion and exchange of other Certificates Section 11 CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES, BOND COUNSEL'S OPINION The Mayor of the City is hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate The approving legal opinion of the City's Bond Counsel may, at the option of the City, be printed on the Certificates issued and delivered under this Ordinance, but it shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Certificates Section 12 NO ARBITRAGE That the City covenants to and with the purchaser of the Certificates that it will make no use of the proceeds of the Certificates at any time throughout the term of this issue of Certificates which, if such use had been reasonably expected on the date of delivery of the Certificates to and payment for the Certificates by the purchaser, would have caused the Certificates to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings pertaining thereto, and by this covenant the City is obligated to comply with the requirements of the aforesaid Section 103(c) and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds The City further covenants �that the proceeds of the Certificates will not otherwise be used directly or indirectly so as to cause all or any part of the Certificates to be or become arbitrage bonds within the meaning of the aforesaid Section 103(c), or any regulations or rulings pertaining thereto Section 13 That said Certificates are hereby sold and shall be delivered to for cash for the par value thereof and any accrued interest to date of delivery, and any such accrued interest shall be deposited into the Interest and Sinking Fund The Certificates shall initially be registered in the name of Section 14 EMERGENCY That is is hereby officially found and determined and declared that a case of emergency or urgent public necessity exists which requires the holding 12 P of the meeting at which this ordinance is passed, such emergency or urgent public necessity being that the proceeds from the sale of said Certificates are required as soon as possible and without delay for necessary and urgently needed public improvements, and that said meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by Vernon's Ann Civ St Article 6252-17 13