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HomeMy WebLinkAbout10-24-1989 t s Pi W ' AGENDA CITY OF DENTON CITY COUNCIL October 24, 1989 Work Session of the City of Denton City Council on Tuesday, October 24, 1989, at 5:30 P.M. in the Civil Defense Room of City Hall, 215 E. McKinney, Denton, Texas at which the following items will be considered: Note: Any item listed on the Agenda for the Work Session may also be considered as part of the Agenda for the Regular Meeting. 5:30 p.m. 1. Receive a report concerning SPAN's plans for , delivering transportation services in the City of Denton. I 2, Receive a report on the comprehensive study and re-evaluation of the City of Denton's Compensation/ Classification Program by Mercer Meidinger Hansen and discuss Councils direction on setting compensation policy. 3, Executive Session: A. Legal Matters Under Sec. 2(e), Art. 6252-17 V.A.T.S. 1. Consider action in Ugnton County vs City and in Re: Flow, i 2. Consider action in Pecry_vs. City, et al. 3. Consider settlement in Bowling vs Cif, B. Real Estate Under Sec. 2(f), V.A.T.S. Art. 6252-17 C. Personnel/Board Appointments Under Sec. 2(g), Art 6252-17 V.A.T.S. 1. Continue annual performance evaluation of the Municipal Judge, City Attorney and City Manager. 1 2. consider appointments to the Animal Shelter Advisory Committee, Building Code Board, and NCTCOO Regional Transportation Council. special called Meeting of the City of Denton City Council on Tuesday, October 24, 1989, at 7:00 p.m, in the Council Chambers of City Hall, 215 E. McKinney, Denton, Texas at which the following items will be considered: ~i Y city of Denton City Council Agenda October 24, 1989 Page 2 7:00 P.M. 1. Receive and open bids regarding the City of Denton $20,000,000, Series 1989, Revenue Bonds. 2. Receive and open bids regarding City of Denton $1,550,000, Series 1989-A, Certificates of Obligation. 3. Public Hearings A. Hold a public hearing and consider an ordinance adopting a Detailed Plan for approximately 2.117 acres of land that is currently zoned Planned Development. This is a petition by Bill Deberry within PD 5. (Z-89-015) (P&Z recommends approval.) 4, Ordinances A. Consider adoption of an ordinance authorizing the issuance, sale, and delivery of City of Denton Utility System Revenue Bonds, Series 1989, and approving and authorizing instruments and procedures relating thereto. B. Consider adoption of an ordinance authorizing the issuance, sale, and delivery of City of Denton 1 Certificates of Obligation. Series 1989-A, and approving and authorizing instruments and procedures relating thereto. Miscellaneous matters from the City Manager. S. 6. Official Action on Executive Session Items: A. Legal Matters B. Real Estate C. Personnel D. Board Appointments 7. Hew Business: } This item provides a section for council Members to suggest items for future agendas. 8. Executive Session: A. Legal Matters Under Sec. 2(e), Art. 6252-17 V.A.T.S. B. Real Estate Under Sec. 2(f), Art, 6251-17 V.A.T.S. C. Personnel/Board Appointments Under Sec. 2(g), Art 6252-17 V.A.T.S. J a lull 1 rI i City of Denton city council Agenda October 24, 1989 Page 3 C E R T I F I C A T E I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of 198 at o'clock (a.m.) (P.m.) CITY SECRETARY 4737M 1 A I 44 i i i i I 4 {F < I i k 'e i i i $646 1 1 r CITYof DENTON, TEXAS MUNICIPAL SUILDINO / DENTON, TEXAS 76201 / TELEPHONE (817) 568.8307 Office of the City manager MEMORANDUM DATE: October 19, 1989 1 TO, Mayor and Members of the City Council j FROM: Roger Nelson, Administrative Assistant SUBJECT: SPAN 1 In 1987, SPAN was designated as the public transportation provider for Denton County by the Department of Transportation. This designation allows SPAN to , apply for and receive Federal funds from Section 18 of the Surface Transportation Assistance Act of 1978. These funds are available to governmental or private non-profit entities providing trs.noportation services in non-urbanised areas. Denton is considered a non-urbanised area because the last census recorded our population at 48,063, which is less than the 50,000 threshold used by the Federal govornment to classify an area as urban. M Section 18 funds are allocated by the Urban Mase Transportation Agency (UMTA) to the appropriate state agency which then disperses the funds. In Texas, the State Department of Highways and Public Transportation is the agency responsible for the allocation of Section 18 funds. s s There are two categories of Section l8 funds. Capital grants can be used for the purchase of vehicles and other equipment and they are allocated on an 80/20 matching basis. Administration grants can be used to help cover operation and administration coats. Administrative costs aro funded at a rate of 80/20 while operations and maintenance costs are provided as a 50/50 match. SPAN's original Section 1S grant totaled $773,650 in capital funding. This money was used by SPAN to build its new facility on Malone and to purchase 12 new vehicles. For fiscal year 1989-90, SPAN has been allocated $233,000 in Section 18 funding. C In March of 1988, the City, through the City Manager's Office, became involved wit:, SPAN in its efforts to bring fixed route-fixed schedule transportation to Denton. The City's participation in this project was further reinforced when the issue was raised at a Town and Gown luncheon where both universities expressed a need for public transportation in Denton. I Mayor and Mcmtcrs of City Council October 19, 1989 Page 2 While the City was aware of SPAN's designation as the public transportation provider for Denton County, SPAN had made no idications that they intended to begin providing fixed route transportation. The City's original cuncept was a shuttle syatem running between the two universities and passing through the square. At the same time, SPAN was considering van routes throughout the county and in Denton proper. Because SPAN was already planning to provide fixed route - fixed schedule service in Denton, the City asked to become a part of the process and to bring in both universities as well. It wag our intention to act in a coordinating capacity between SPAN and the universities and to supply any technical support possible. This process continued through the fall of 1988 with a working group consisting of Roberta Donsbach, grika Lineberger, Sharon oiufsen (SPAN), Brie Jackson (VNT), Jerry Cott (Chamber of Commerce), David gllison, Jerry Clark and Roger Nelson (City of Denton) taking fact- finding tripe to Lufkin and Bryan to observe their transportation systems. I Lufkin is roughly half the size of Denton (33,000), but it was viewed as an important site to visit because Lufkin had recently started a fixed route system in a city that previously had not even had a SPAN-like transportation provider. In addition, the City of Lufkin faced a great deal of opposition from the general public when it was considering the system. When we visited Lufkin, the system had been in operation for lees than one year, its ridership was significantly higher than had been projected, community support for the system was exceptionally high, and plans for expansion were already underway. I The success of Lufkin's system, according to the people in Lufkin and with the City of Lufkin, can be attributed almost entirely to one thing. trolleys. Rather than purchasing four 40 passenger buses, Lufkin chose to purchase four 20 passenger trolleys. This choice was significant for three reasons. First of all, the trolleys are more aesthetically pleasing than buses. Neighbor- hoods that did not went buses running through them are now asking the transit system to put them on trolley routes. The negative connotations of "having to ride a bus" are a second reason for choosing the trolleys. There are some people that simply refuse to board a bus because it comes with the perception of an inability to afford a personal vehicle. With trolleys, their are no negative connotations. Tourists go to San Francisco just to ride a street car. The success of the McKinney Avenue Transit Authority is another example of tho allure of trolleys/street care. Finally, 20 passenger trolleys were chosen in case ridership was lees than expected. A 40 passenger bus with 10 f passengers looks more empty than full, while a 20 passenger trolley with 10 passengers looks like a relatively full vehicle. This has allowed Lufkin to avoid some of the public perception problems that have hounded DART. Bryan (55,000) was chosen as a site to visit because they are roughly the same size as Denton, have a demand responsive system similar to SPAN, a large state supported institution nearby, and they were in the process of going from a demand responsive system to a fixed route - fixed schedule system. At the time of our visit, Bryan had not begun its fixed route system. This fact was actually a bonus because it allowed the group to focus upon the operational S . Mayor and Members of City Council October 19, 1969 Page 3 aspects of fixed route transportation services rather than the riding of routes. Maintenance, financing, routing, scheduling and training were the primary items of discussion. It is important to note that the Brazos Valley Conniunity Action Agency (BVCAA) is the organization in charge of the system in Bryan and the contractor responsible for the system in Lufkin. The planning process used to Bryan, as well as other operations and maintenance procedures, are the same ones used in Lufkin. In December of 1989, the City asked COG to assist SPAN in the planning of routes for the syat:•j. After several visits, COG agreed to perform a "transit band" analysis of SeAN'a current ridership to assist in the identification or trip generators and destinations. While the results of COG's study have proven useful to SPAN's demand responsive system, they have not been am useful in the planning of fixed routes. There are two reasons for this. To begin with, the transit bands are based on ridership figures generated exclusively by elderly and handicapped riders. A disproportionate share of the demand responsive passengers' destinations are doctors' offices, hospitals and the senior center. Another problem to that of comparing apples to oranges. COO was using figures from a demand responsive system to make assumptions about a fixed route system. In theory, this should have been possible, but in reality, it was not. Because of the nature of demand responsive transit, every destination is also an origination. This is a problem that to virtually insurmountable unless you have an abundance of manhours to devote to the project, something neither the City, SPAN or COG possess. In May of 1969, COO completed its study and SPAN and the City returned to the ` task of developing routes for the system. In June, SPAN learned that the Highway Department was in the process of reclaiming seven trolleys from Austin's Capitol-Metro Transit System. Incorporating trolleys into the Denton system had been an objective for sometime, but the assumption had been that ' since trolleys are more expensive than vans and buses, trolleys would be added to the system at a later date. The trolleys had been acquired by Austin with a 7% match. UMTA money had been used for 80% of the cost, State match money had paid 13550 and Austin had paid 7%. Because these trolleys were bought with a 7% match, the successful applicants would pay 1% of the assessed valuation of the trolley's worth. The trolleys are valued at between $50,000 and $65,000, meaning SPAN's share for each trolley will be between $3,500 and $5,000. At the same time, SPAN learned of five trolleys from Tulsa also eligible for inter-agency transfer. The Tulsa trolleys were approximately the same as the Austin trolleys, except they were purchased with a 20% match and thus more expensive than the Austin trolleys. Both the Austin and Tulsa trolleys are recent models with low mileage. Austin was forced to dispose of the seven j trolleys because they were not being used. Tulsa's five trolleys are being disposed of because Tulsa is nos going to operate trolleys any longer. Tulsa's decision is based on the amount of maintenance required by trolleys versus the amount of maintenance needed for regular buses. Trolleys have a 1 ~ I E 1 V I Mayor and Members of City Council October 19, 1989 Page 4 great deal of wood and braes that requires regular maintenance, if your maintenance system is not geared for these activities, the trolleys become a maintenance problem. The trolleys are actually modified buses. They run on diesel fuel and have tubber tires. The trolleys sit on 45 passenger bus frames, but the chassis ra,lemble the trolleys of the early 20th century. The trolleys have glass wi~udows and they are heated and air conditioned. Soon after SPAN applied for the trolleys, a group from the Central Business District was formed to raise the money necessary to squire the trolleys on behalf of SPAN. At this time, they have already received donations equal to the local match required for two trolleys (approximately $10,000) and they have pledges for the remainder. In August, SPAN was informed that they had been awarded two trolleys from Austin and one from Tulsa. It appears that the total match for all of the vehicles should not exceed $16,000. SPAN's budget for fiscal year 1989-90 is attached. The farebox, advertising, and charter revenues are extremely conservative figures. However, you will note tLat there to no indication in the budget that SPAN will be needing or requesting funding from the City above the amount already allocated. As far as long range needs, again, SPAN does not anticipate any appreciable increase in its regular request for funding from the City. Three preliminary routes have been planned, and their maps are attached. Route One will travel in a counter clockwise direction and will pass each point on the route every 30 minutes. As you can see, Route One is focused on the universities and the central business district. Route Two will pass through each point on an hourly baste. Its mayor destinations are the hospitals, the square and the mall. Route Two will also move in a counter clockwise direction. Route Three is targeted toward the transit dependent portions of town with the universities, utility offices, government offices, and the square as mayor destinations. Route Three will travel in a clockwise direction. The design of the routes on the attached sheets involved a great deal of thought and analysis on SPAN's part. It is fair to say that the routes are the result of 15 years of planning since fixed route services have always been a part of SPAN's long term goals, regardless of who provided the service. The original routes submitted to the state are not the sam3 routes being presented in this report. Subsequent analysis revealed corners whose turning radii are too sharp for a 33 foot trolley. These problems are easily cured by rerouting the trolley one or two biucks. Additional analysis of the routes, particularly now that SPAN is in possession of one of the trolleys, could cause the routes to be alterd further. The major stops will undoubtedly remain, but the paths between them could change in response to physical restrictions or in an attempt to attract more riders. i i f I J V n„y x, 000 ' Mayor and Members of City Council October 19, 1989 Page 5 Rather than starting the routes on the same day and beginning the system with one event, each route will start on a different date that is tied to an event or date that is special to each mute. For example, Route One is scheduled to begin service on Thursday, November 16. This will allow the route's inauguration to coincide with the lighting of the Square. In that aame vein, Route Two would begin on Martin Luther King Day which falls on Monday, January 15. Route Three would have its start scheduled to coincide with the opening of Flo-a. At this time we do not know what that date will be, A great deal of interest and enthusiasm has been generated by the articles in the newspaper and the trolley's appearance at County Seat Saturday, in the UNT Howc^nming Parade and at other functions in Denton. Certainly the novelty of riding a trolley should be a big draw for the system to its first two or three months of operation. After the novelty wears off, there will undoubtedly be a drop in ridership that will be compounded by the loss of students in early to mid May. In all likelihood, it will be until well into 1991 before we know for sure how successful the system will be. R er Nelson VP Attachments 2692a i i i 1 .l t j d l( SPAN, IIIC. - OPERATIONS BUDGET j ORIGINAL PROPOSED REVENUES 1940 BUDGET 119D BUDGET zzz:::::a:::.:e.::::s::e::::::::::::s:::: TITLE 111-C NUTRITION $983366 191,386 OMNIBUS HUNGER ACT $6,500 16,500 USDA CASH $34,371 $34,371 TITLE 111.1 TRANSP,ISUPPORT,SERVICES $56,929 $54,319 TITLE ill-8 BENEFITS COUNSELING $2,455 $2,426 TITLE 111.8 i Ill-D HOMEMAVER $51595 111,204 I CASE MANAGEMENT Ii RESIDENTIAL REPAIR $21,001 1211001 01 COORDINATED COST ALLOCATION GRANT $0 10 UMTA, SECTION IB 1140,623 1233,600 CITY OF DENTON 138,000 $36,000 CITY OF LEWISVILLE $20,000 115,000 { DENTON COUNTY $21,000 $20,000 UNITED WAY OF DENTON COUNTY $40,000 $40,000 UNITED WAY OF LEWISVILLE $22,000 122,000 GENERAL DONATIONS $1,000 11,000 MEAL DONATIONS $35,500 135,«00 a BUS OONAIIONS/ FEESIFARES $20,000 $301000 I$ I ADVERTISING REVENUE 10 $15,000 TRANSPORTATION CONTRNCTSi MEDICAID $201000 $19,000 1 HANDIHOP, CITY OF DENTON 140,000 $35,000 HANDIHOP, CLIENT 7101TS $15,000 115,000 SPECIAL TRANSPORTATION $1,600 111600 INTEREST INCOME 10 $0 EOUIPMENI SALE $0 1111000 hISCELLANEOUS w $0 ................-............•..........'..•....._.....i............ TOTAL REVENUES 1642p950 1759,887 I J 0-PA'iROLL EIPEIIOITURES ORIGINAL 1956 1490 BUOGET PROPOSED BUOGEI RINTIUTILITIESIJANIT. SERVICES $10,000 TELEPHONE $15,000 410,000 OFFICE SUPPL./POSTAGE ~1'~u0 11~0UG 04TSIDE PRINTING ,BGO ,800 ADVERTISING, NEVS KEDIA MARKETING, SECTION 18 i800 $800 AUDIT t PROF. FEES ,`'u00 $21240 COMPUTER PROGRAMMER TCBCI 1240 CONF,ITRAININSISTAFF i BOARD MEETING 1 71500 ,71500 LIABILITY/ BONOING S BOARD INSURANCE $I O,000 110,000 VEHICLE INSURANCE ,15,000 $25,000 VEHICLE FUEL i2u,000 $36,000 VEHICLE MAINTENANCE 510,000 ,20,000 DRIVERS HEALTH ASSESS.ITRAINING 11,000 $1$600 ! LICENSING MILEAGE 53,500 $3,500 DENTON TAXI CONTRACT 1160000 516,000 CATERED MEALS 11071000 $107,000 RA4 F000 ,10,000 420,000 FOOD RELATED 51,500 s31000 COMPUTER EQUIPMENT 10 10 RESIDENT1A'. REPAIR c0 ,4,668 MISCELLANEOUS st 10 I 1 TOTAL NOH-PAYROLL EXPENDITURES 1238,3$0 1288,358 TOTAL EXPENDITURES 1642,950 058,887 TOTAL REVENUES 1642,950 ,758,897 i 1 f I I J ROUTE ONE k _ In i 1 _ _ 6 1 pit r• ~ 4x r,, 4n:0~ ~ ~Y ` n r :I..c - w 44 lu i rr 14 • ii v ~rzdl I ll _ _ 1r 1 ! ~ r 1 r I, 1 1 till `q fl _.1. ♦ ii~ ~i V lpwo r n M } ~r lam} qtr , w~ - .o. z + vi ..PW wsgq- - ~i r ROUTE TWO I ur, *16 r 9 a1: k. 6 .S 14 k, ~i9 01 rL-ate s -_r,_r - ~ =1..,.• ice. ~ ~ {h ___M`°'-~iiy:'~:~T't~'~• Z ~jjt~~rj y~+ sly ~ •-~3 _ tat "i- Gt_t 111 Ell 7 71°° ~ ` r yaw ' II ~ it w d. w ~ yy - 'i r f •y s^I wP I yl ~ _ `q v A- o. ~ ; rr1 + In , ROUTE THREE ' I r' .1 i y ~ L 1_ I L --7 V MW- 1-11 c_. 7 nc 1 _ It, ~ I ~~~jl-I' `I _~~~l.~r'.I }yam or0~`_ ~ti' 0% 1 _Y i • ~ L~ 'z V 0 .1 #Air •y_~ ~ r r f I I I T-W T T 4 ,l ti E i r1 a rl I xizu I • r . I ~ II I I ■ I 1 i II 1 I ,r t 1 I I I F-I 911 1. .5~ 3o p. m. .4i i MENORAH WM 1 DATE: October 19, 1989 TO: Betty McKean, Executive Director Municipal Services and Economic Development { FROM: Thomas W. Klinck, Director Personnel/Employee Relations Department SUBJECT: Comprehensive study and Re-evaluation of Compensation/Classification Program - Update on Mercer, Meidinger, Hansen Study I At the October 24 City Council work session, we will present an update of the compensation/classification study conducted by the consultant firm of Mercer, Meidinger, Hansen. The following outlines the background of the study and its present status. a J ~C cG$Q111i4;. , E The current classification and compensation system was implemented in 1978 and has provided for the job descriptions, pay plans, merit pay program and performance appraisal system for employees. During the 1986-87 and 1988-89 budget years, the need to conduct a comprehensive overhaul and re-evaluation of our system was given a high priority. Updates of this nature are result ofa a years, However, theefundingifors generally t constraints every a five and budge { such a study has been delayed. J With the 1988/89 budget, the City Council approved one-half of the funding { to initiate the comprehensive study of our compensation and classification program. The budgeted amount totalled $55,700. In October, 1988 we sent a { Request for Proposal (RFP) to twelve (12) potential consulting firms. After evaluation of six (6) of the proposals and presentation by three (3) finalists, the executive committee recommended the final bid to Mercer, Meidinger, Hansen. Approved funding allotted for two (2) phases of the four (4) phases study to i commence: Phase 1 - Job analysis and Description Review and Phase 11 -Markut Analysis and Salary Structure Review. Funding for Phases III -Performance Management/Program Design and Phase IV - Final Report and Program Installation has been approved in the 1989-90 budget. We w1ll present our recommendations for Council approval on November 1. Contingent upon Council approval, we will complete the overall project in the spring of 199D. I d V Memo to Betty McKean - Classification/Compensation Study Update Page 2 STATUS To date, Phase I has been initiated and is about thirty (30) percent completed. The project thus far has included: meetings with executives, directors and division managers to solicit their employee pay suggestions and philosophy as well as designing a position questionnaire and pre-testing the position questionnaire with forty-five (45) employees of varying levels within the organization. Mercer, Meidinger, Hansen has also collected information on the current salary surveys, pay structures, pay plans and f i performance evaluation systems. They are studying these at this time. In order to provide Mercer, Meldinger, Hansen with detailed job descriptions and responsibilities, all employees are currently completing the position questionnaire. These will be completed for each position within the organization and reviewed by supervisors and directors of the respective departments. Mercer, Meidinger, Hansen will then analyze the information and h provide us with a summary report. In addition, they will formalize the mr,rket analysis, program design and final recommendations between now and the spring of 1990. As part of the overall study, we feel is imperative to include Council's direction on compensation philosophy. We have Arranged for Tom Riley and Cathleen Chambliss to facilitate discussion with Council members at the November 7 work session. At that meeting we would like Council to address the following areas: o Their perceptions of a compensation/classification program u Coals and objectives of an effective program o Strengths and waaknesses of the current program o Competitiveness, internal equity and objectivity o Personal philosophy of an effective program o What they would like to achieve with the dollars spent on compensation o Their commitment to the previously adopted compensation philosophy o How pay should relate to performance o Their perceptions of the best methods to evaluate performance. As stated earlier, we anticipate that the overall study will be completed by + spring, 1990. We will present the results of the study to the Executive I( Committee and Council at that time. Any budget considerations will then be presented with the 1990-91 budget process in April, 1990. i In the interim, we welcome any input from you or the executives to ensure a smooth and productive process. Please feel free to contact me if you have any questions or concerns. Thomas . 11nck k ~w h. 5 14 1 1 it I I i Y dfiJ y t DATE: 10124!89 s t CITY COUNCIL REPORT FORMAT 'TD: Mayor and Members of the City Council FROM: Lloyd V. Harrell, City Manager SUBJECT: REQUESTED ADOPTION OF A DETAILED PLAN FOR APPROXIMATELY 2.117 ACRES OF LAND IN PLANNED DEVELOPMENT NO. 5. RECOMME_NDATION4 She planning and Zoning Commission unanimously recommended approval at its September 27, 1989 meeting. (4-0) SUMMARY: r This proposal is for a Detailed Plan of a portion of P.D. 5, south The of University Drive, between Ector and Bonnie Bras Roads. to the proposal is for a funeral home, a permitted plan, and the Denton Zoning Ordinance, the Denton Development ordinance establishing tie planned development. BACK_ GROUND: The present zoning was approved in 1969. It allows all commercial uses, subject to provisions of the P.D. ordinanceo and wasroval of a Detailed Plan. Due to an oversight, a building permit uJ Issued ` k prior to Detailed Plan approval. The site is In a moderate intensity zone, and since the tripe were l allocated when P.D. was approved, no additional intensity trips are proposed. PROGRAMS DEPARTMENTS OR CROUPS AFFECTED: Addition to the tax base of Denton. i FISCAL IMPACT: + NIA 4Respectt y a9ubmItt Prepace y' r G. Owen Yo9rp- S LA Urban Planner App oved: - I 4 0obbAins,'LA.1-CP i ra Executive Director Planning and Development 1947% C w] { z._ Y PLANNING AND ZONING COMMISSION REPORF 11 i - 1 To: Denton City Council Case No.: Z-89-015 Meeting Date: October 24, 1989 1 GENERAL INFORMATION Applicant: Bill DeBerry 3032 Country Club Road Denton, TX 76205 i Status of Applicant: Owner Requested Action: Recommend a Detailed Plan on a portion of a site that is currently zoned PD-5. Location and Size: Approximately 2.117 acres of land located immediately south of University Drive, between Bonnie Brae and Ector Roads. Surrounding Land Use y ` and Zoning: North - Right-of-way of University j Drive; commercial zoning and y F use across the street. South - Right-of-way of Emery Street; Single family zoning and use across the street. East - General retail zoning and use. West - Planned Development (PDS) zoning and commercial use. 1 Denton Development Plan: Moderate Activity Center; Study Area No 24. I I SPECIAL INFORMATION Transportation: The property fronts on University Drive; Highway 380. It Is a State of Texas highway and a primary major arterial. At present, the pavement is two lanes each way, with an approximately 37 ft. median. f 0 i (Case Z-89-015) Page Two SPECIAL INFORMATION (Continued) Transportation Tne State is planning to expand the (Continued) road to three lanes each way, by narrowing the median. The City of Denton is currently pursuing plans to landscape the median. Access along major arterials, such as 1 University Drive, is strictly limited by the Subdivision and Land Development Regulations. Emery Street, to the south of the site, is a collector street serving an existing residential neighborhood. According to the provisions of PD-5, there is to be no access on to Emery from the site. Utilities: Main lines for both water and sanitary sewer exist on the south side of University Drive. f Drainage: the part flood fplthe ain, as shown tract on Federal Emergency Management Agency maps. An existing concrete drainage structure crosses one corner of the site, and small concrete drains carry runoff from the front parking lot to the j existing curb and gutter system in University Drive. i i HISTORY The site is on the east side of an existing planned development. The subject site is being developed currently, through an administrative oversight in which a building permit was granted, prior to Detailed Plan approval. The applicant, however, is cooperating fully to make sure that the development ( adheres to the Benton Development Plan policy and City Ordinances, and is an asset to the community. PD zoning on this tract was established in 1969. Ir low s 1 (Case Z-81i-015) ` Page Three ANALYSIS Intensity Area No. 24 encompasses a large part of University Drive, from Locust Street to west of Bonnie Brae. Currently, the intensity tripe have been over allocated. Since intensity trips have already been allocated by the PD zoning, the proposed development will create no additional intensity than what is presently allocated. Therefore, consideration is based on other policies of the Denton Development Plan. The Detailed Plan conforms to the policies of the Denton Development Plan and the conditions of Planned Development No. 5, including a 6 ft. screening device along Emery Street. Access has also been limited to University Drive, in accordance with City Codes, with just one curb cut for the site. The landscaping more than satisfies the standards of the Landscape Ordinance which requires that 7 trees be planted (the applicant proposes 14) and 20 percent of the street yard be landscaped (22 percent is proposed). The design and the materials are also compatible with future City landscaping of the University Drive median. Prior to development of the site, the Landscape Volume Index was under 1 percent. This is because the lot was mostly grassy weeds, and a few wild bushes. The applicant proposes a Landscape Volume Index of 12.35 percent. (As you will recall, the "LVI" is a three-dimensional measure of the landscaping of a site, addressing the volume of landscaping, instead of the two-dimensional surface). The ground sid tgn, proposed for the site, will conform to the sign ordinance, an he applicant will obtain a permit prior to its construction. Off-street parking is more than adequate. Included are two handicapped spaces and the necessary ramps. Also included is a paved portion behind the building, which will be marked as individual parking spaces to accommodate the expected influx of visitors during a funeral service. This overflow parking area - will be supervised by on-site parking attendants when used. RECOM,+fENDAT ION The Planning and Zoning Commission recommended approval, unanimously, at its September 27, 1989 meeting. (I f 1 rc ~ (Case Z-89-U15) Page Four ALTERNATIVES 1. Approval of the Detailed Plan 1. Approval of the Detailed Plan with conditions 3. Denial of the Detailed Plan ATTACHMEN fS j,~ I 1. Location Map ~ 2. Detailed Plan and Landscape Plan 3. Maps of Intens,ty Study Area No. 24 4. Development Standards 5. Minutes of Planning and Zoning Commission Meeting of 9/27/89 I I ~ i i I 1947x low- y r ATTACHMENT 1 Z 89 015 N I' l~9N ~ A o ` r , r 1 REST=:] NEE Elfli W. OAK a~®~~lr' ~x~~a~ rl Madtr BCALI 44VA OAU 4 P f t a f 1 ATTACHMENT 2 89 0 1 5 NORTI t.r I..r,-,., w<J d rr-• cy.ll--s 1. 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MI IM•IN" ~M IY .r, yII.Y 1 I .1.,r 1, l.r f^•^'•' iF 11 r r.., r'' YrIr .I 1 r r..rr a 1! ! • 1, rM < ~ • ' r 1, ♦ 'Y.1••, W i ~ ~ I ,I y.. ~ . i IAN ' '1'. r t' { •I' 1. •.,r. r :.e ~ n LANDSCAPE /LAN DITAILED PLAN I I SCALE AAWe- DATE 7<z7d7 ATTACHMENT 3 INTRNBITY ARIA f Z4 +I 8123 ACRIS BOUNDARY DBBORtTT1ON faltf !forth AcJet Street 'aoltc volt coundary of etletlnq IGRI and icl gaming volt of !amnia Brea +lortnc worth PraPaSty lint et commoccial and rotall uses an the north side of :nivenity orive Southr Commencing om the volt and followinq the South boundary line of ellating W loninq volt of Bonnie aria- and fallowing Emery street vest to include existing com"relal on tma northeast f Carnet of Ntlone and University Drive then following the crest I`F Jnd than to Ktetv[y and than to the south Ptoparty llne of GA III Ii idol Abutting sanest street, than along caftan Blvd. to Vniveralt Oilwa , 1 ~crl'r LAKt a`~ v ° t f i tf~ Albr a ~ ,1 HAGGARD l $11101 "A ~ toe et. I (Bl1 MATC?LM RL~ v MAT N y mew "You tte HWY. 380 lionfeK t1NIYERSITY 0 . M oa❑ ~INOEN 10ALS ® M F 0" Of 011A7g16 iflA I 3-1 I9TfNa1TY AREA • 24 a!:>< Acaaa BOUNDARY DZICRIPTION j taftr '+ortn Locust $treat vaft o! eannse lost3 fast coundary a! atilt ln9 l~el and Ica tonlna I, er+e vorchs 9orch property line ot coame re lsl and caulk 4140 an the norm skis of +nlvfrf Lty Dtlve q; at al,st1 'i ioJCht cing oM1 ens vaf t and ol dl eonnLo srf► south a nd D lol Low ng ll lea r n9 Ce toning Os I street afar to lneluda •tlatlnq cam►areial an ene northeast I corner of Malang and Jnlvf pity Drive than following the ccaek k~l and than to featwly and than co the south ptoparty line of Ge 1 Wtf aout%inq Sunset Sttat, than along Carroll Blvd. to U v if Drlva .Ili VIII I ~~AGGARD LN.I r J ' ~ • aacrloN 24.R ' rRwcr c LJ L I MATOMM l4.A1 I D ❑ a M N N 11 H AC 11 Hw~Y~ I Ij A = c CANN An la~UJ • CJ~ PICINI I CM of MWM TfXAA 3-2 I 1 F low -I w 4 s r w LAND USE MANAGEMENT INFORMATION SYSTEM PLANNING AND DEVELOPMENT DEPARTMENT CITY OF DENTON Intensity area it 24 Typpet Moderate Intensity Trips/ac 350 T S Z is 6677 6675 6619A 6580 6686A 6681A 668411 Boundary descriptions Northi North property line north of US 360 Southi South property line south of US 380 Dater 10/17/89 East: Carroll Blvd. West: Property line west of Bonnie Brae LAND USE EXISTING LAND USE CURRENT ZONING PLANNED DEVELOPMENTS CATEGORY UNITS ACRES INTENSITY ACRES INTENSITY ACRES UNITS INTENSIT • SF-16 < 0 0 0 0 0 0 0 0 SF-10>16 0 0 0 0 0 0 0 0 SF-7>10 0 0 0 0 0 0 0 0 LESS SF-7 0 0 0 0 0 0 0 0 PLEXMES 0 0 0 0 0 0 0 0 DUPLEX 1 DUPLEX 0 0 0 0 0 0 0 0 MF-R 0 0 0 0 0 0 0 0 MP-192 0 0 0 0 0 0 0 0 COM/RET 0 100.37 65240.5 30.74 19981 28.41 0 18466.5 OFFICE 0 11.12 3892 2.5 875 0 0 0 INDUSTRY 0 0 0 0 0 0 0 0 INSTI'NAL 0 17 1445 0 0 0 0 0 PARKS 0 0 0 0 0 0 0 0 R/0 SPACE 0 0 0 0 0 0 0 0 TRANSPORT 0 25.96 0 0 0 0 0 0 AGRIC. 0 0 0 0 0 0 0 0 VACANT 0 61.65 0 0 0 0 0 0 TOTAL 0 216.1 70578 33.24 20856 28.41 0 18467 E INTENSITY CALCULATIONS i III Intensity area total trips 216.1 times 350 75635 2 Trips allocated to existing land uses (built) 70578 3 Trips allocated to current zoning incl. P Ds (not built) 39323 4 Tripps allocated to vacant lands not zoned plus Aqric. zoning 0 5 Eatimated unallocated intensity trips 1)minus(2)+(3)+(4) -34265 6 Percentage of intensity trips allocated 145 - - ONE THIRD RULE CALCULATIONS -Acres Trips III Allocat.tons for com\retail devolopMont 72.03 46822 2 Existing com\retail land uses (built) 10007 65241 3 Current zoning for com\retail land uses 59.15 38448 4 Total allocated (2) + (3) 159.52 103688 5 Unallocated trips\acres -87.49 -56866 1 3-3 I 1 B ATTACHMENT 4 DEVELOPMENT STANDARDS CONCEPT PLAN DETAILED PLAN 1. Statement of Intent of Oxneri To build funeral home, 2. Statement Indicating Relation to Denton Development Guides Compatible. 3. Total Number of Acres in Proposed Districts 2.117 4. Land Uses and Total Number of Acres in Each Parcel or Tracts Total Proposed Acreage a. Single Family Detached I b. Single Family Attached (townhouses, cluster, etc.) i c. Attached Patio/Cardea/Zero Lot Line d. Duplex e. Multi-Family i f. Office g. Neighborhood Service h. General Retail It Commercial One J. Light Industrial 1 k. Heavy Industrial 1, Other (specify) i 4-1 Development Standards Page 2 1 5. Off-Site Information - adjacent or surrounding land uses, zoning, streets, drainage facilities, and other existing or proposed improvements. (Shown on concept or detailed plan.) 6. Traffic and Transportation - indicate existing and proposed streets, parking lots, loading areas, access points. (Shown on concept or detailed plat.) Projected Traffic Generation. (Based on traffic study, if required.) 650 7. Buildingst a. Approximate location. (Shown on concept or detailed plan.) b. Maximum heights i c. Minimum eetbackst (Shown on concept or detailed plan.) i 4 d. Maximum gross floor area (square feet) for nonresidentialt j 6500 ` J 8. Residential Subdivisions a. Number of units per acre (density)t 'i b. Number and location of lotst (Shown on concept or detailed plan.) I I to Minimum site, width and depth of lotst (Shown on concept or detailed plan.) d. Minimum fronts side and rest yard setbackst (Shown on concept or detailed plan.) ii f 4-2 2 Q4 Development Standards Page 3 9. Water and Drainage - approximate location of all existing or proposed creeks, ponds, lakes, floodplainss other water retention or major drainage facilities and improvements. (Shown on concept or detailed plan.) 10. Utilities - location of all major sewers water or electrical lines and facilities. (Shown on concept or detailed plan.) 11. Location of trees in diameter - six (6) feet from ground level. (Shown on concept or detailed plan.) i 12. Open Space - location and size of greenbeltes parka, common and recreational areas. (Shown on concept or detailed plan.) 13. Screening - location, type and size of all fences, berms or screening features. (Shown on concept or detailed plan.) I I 1 14. Development Schedule (concept plan) - showing specific date detailed plan will be submitted, date to start construction and complete construction, and rate of development. All dates should indicate month and year. 9-1-1989 through 11-1-89. ADDITIONAL REQUIREMENTS FOR A DETAILED PLAN 15. Landscaping Plan - major features and types of landscaping to be used. On detail plan. 4-3 «r R. iL . 1l 4 ' } Development Standards Page 4 16. Signs - show location, type and sire on detailed plan; otherwise, signs must conform to Article 17 of the Zoning Ordinance. On plan. 17. Sidewalks. (Shown on detailed plan.) 18. All information required for preliminary plat in accordance with Appendix A { n (Denton Development Code) of the Code of Ordinances. (A separate plat is required.) 19. Development Schei de (detailed plan) - indicating start and completion of construction and the rate of development. All dates should indicate month and year. 9-1-1989 through 11-1-1989. I - I ~ ~r I k 1 II I i ab 4-q 3187 r 'Rol 5 ATTACHMENT 5 Bak ~j MINUTES ~I Planning and zoning Commiesion September 27, 1989 The regular meeting of the Planning and Zoning Commission of the 1 City of Denton, Texas was held on September 27, 1S89, at 5:00 p.m. in the Council Chambers of the Municipal Building, 215 East McKinney. Present: Euline Brock; Jim £ngelbrecht, William Kamman, and Fran Morgan Absent: Judd Holt and Etha Kiker F k Present from Staff: Frank Robbins, Executive Director for Planning and Development; Owen Yost, Urban Planner; Joe Morris, Assistant City Attorneyi Jane Brady, Urban Planner; Paul Lehrer, Planning Technician; Renee Baker, Civil Engineer Water/wastewater; Harry Persaud, Senior Planner; Cecile Carson, Administrative Analyst; and Olivia Carson, Clerk- Typist { Chairwoman Brock called the meeting to order. ` I. Consider approval of the minutes of the regular meeting of June 21, 1989. It was moved by Mr. Kamman, seconded by Ms. Morgan, and G unanimously carried (4-0) to approve the minutes of June 21, 1989. ~ ~V. Z-89-015. Hold a public hearing on the petition of B111 I DeBerry requesting approval of a Detailed Plan for 1 approximately 2.117 acres zoned planned development (PD-5) located on the south side of University Drive, backing up to Emery Street, between Bonnie Brae and Ector Street. Eighteen property owners within two hundred feet were notified; four reply forms were received in favor and zero in opposition. ,Uh ff REPORT: Mr. Yost presented the staff report (attached). PETITIONER; Bill DeBerry, 3032 Country Club Road, stated that he is requesting permission to construct a funeral home. It will be an improvement to the general area and has more than I enough plants and trees to meet landscaping requirements. There will be a three foot parking screen across the front. f There will be landscaping on the east side and in the back adjacent to the building. There will be grass and photenias between the parking area and Emery. He said that he gave the City a utility easement on the west side of the property. 5-1 I k, DRAFT P02 Minutes September 27, 1989 Page 2 J Ms. Brock asked how traffic will be handled. +I Mr. DeBerry said that it will go out to Ector and around. I{III IN FAVOR• none present. OPPOSED: Mrs. Denman, 1228 Hillcrest, stated that she lives on the corner of Emery and Hillcrest. She asked if the funeral home will have access onto Emery. Ms. Brock said no. RECOMMENDATION: Mr. Yost stated that the staff recommends j approval. I j Chairwoman Brock closed the public hearing. DECISION: Mr. Glasscock moved to recommend approval of 2-89-015. Seconded by Mr. Engelbrecht and unanimously carried j (4-0). 1 I Mr. Robbins introduced Jane Brady, the new Urban Planner, to ---thhe-J_JJ f commission. Ms. Brady stated that she has been involved in planning in Denver for the past eight years. She primarily worked for consultants. She worked around the airport and was involved in an interstate project for which she got to do all the planning. She said that because of the economy, she worked on planning for automotive uses. They seem to be recession proof. She added that she is looking forward to working with the commission. Ms. Brock welcomed Ms. Brady. V. Continue discussion of strip commercial problem and outline of Entranceway Plan. Mr. Robbins and the commission discussed various policies that could provide entranceway protection. They examined the straight zoning versus planned development debate and other regulatory standards. They reviewed slides of entranceways to the City. I Jeans Morrison of the Beautification Commission stated that her Commission is working on a program to get people to adopt an area or spot to keep clean. j The Commission looked at the slides and discussed how current ordinances could have effected the appearance of the areas if 5-2 a L~ STAFF REPORT To, 'Denton Planning and Zoning Commission Case No.: Z-89-015 Meeting Date: September 27, 1989 GENERAL INFORMATION i Applicant: Bill DeBerry 3032 Country Club Road Denton, TX 76205 Status of Applicant: Owner Requested Action: Recommend a Detailed Plan on a portion of a site that is currently zoned PD-5. Location and Size: Approximately 2.117 acres of land located immediately south of University Drive, between Bonnie Brae and Ector Roads. i Surrounding Land Use North - Right-OE-way of University, and Zoning: Drive; commercial zoning and use across the street Street; South - Right-of-way Single family zoning and use across the street. East - General retail zoning and use. West - Planned Development R DS) zoning and commercial use. j Denton Development Guide: Moderate Activity Center; Study Area i SPECIAL INFORMATION The property fronts on University Transportation: Drive; Highway 380. It is a State of Texas highway and a primary major arterial. At present, the pavement is two lanes each way, with an approximately 37 ft. median. i 5-3 I 1 W low sY 4 (Case Z-89-Oi5) Page Two SPECIAL INFORMATION (Continued) Transportation The State is planning to expand the (Continued) road to three lanes each way, not by expanding the right-of-way but by narrowing the median. The City of Denton is currently pursuing plans to landscape the median. II Access along major arterials, such as 1 University Drive, is strictly limited + by the Denton Development Plan. Emery Street, to the south of the site, is a collector street serving an existing residential neighborhood. Utilities: Main lines for both water and sanitary sewer exist on the south side of University Drive. Proposed service lines shown on the Detailed Plan are to be superseded by those shown on the building plans. Drainage: No part of the subject tract is in the flood plain, as shown by the Federal Emergency Management Agency, s An existing concrete drainage structure crosses one corner of the site, and small concrete drains carry runoff from the front parking lot to the existing curb and gutter system in University Drive. HISTORY The site is on the east side of an existing planned development. The subject site is being developed currently, through an administrative oversight in which a building permit was granted, prior to Detailed Plan approval, The applicant, however, is cooperating fully to make sure that the development adheres to the Denton Development Plan and is an asset to the community, 1 PD zoning on this tract was established in 1969, 5-4 I Page Three a• ANALYSIS J i Intensity Area No. 24 encompasses a large part of University Drive, from Locust Street to a line west of Bonnie Brae. Currently, 145 percent of the intensity trips have been allocated, including the land in Planned Development 15. Since intensity trips are already allocated by the PD zoning, the proposed development will cause no additional intensity. Therefore, staff's recommendation is based on other policies of the Denton Development Plan. The Detailed Plan conforms to the policies of the Denton Development Plan and the conditions of Planned Development No. 5, including a 6 ft. screening device along Emery Street. Access has also been limited to University Drive, in accordance with the Plan, with just one curb cut for the site. The landscaping more than satisfies the standards of the Landscape Ordinance and is compatible with future City landscaping of the University Drive median. The monument sign, proposed for the site, will conform to the I sign ordinance, and the applicant will obtain a permit prior to construction. I Off-street parking is more than adequate. Included are two handicapped spaces and the necessary ramps. Also included is a y r paved portion behind the building, which will be marked as I individual parking spaces to accommodate the expected influx of visitors during a funeral service. This overflow parking area will be supervised by on-site parking attendants when used. I ~ I f i RECOMMENDATION The staff recommends approval of this Detailed Plan. ALTERNATIVES 1 1. Approval of the Detailed Plan 2. Approval of the Detailed Plan with conditions 3. Denial of the Detailed Plan ATTACHMENTS 1. Location Map 2. Detailed Plan and Landscape Plan 3. Intensity Study No. 24 4. Development Standards 5- 5 1947x Ir low s 1 y4y f ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING FOR THE APPROVAL OF A PLANNED DEVELOPMENT DETAILED PLAN FOR 2.116 ACRES OF LAND LOCATED IMMEDIATELY SOUTH OF UNIVERSITY DRIVE, BETWEEN BONNIE BRAE AND ECTOR ROADS; PROVIDING FOR A PENALTY IN THE MAXIMUM OF $2,000.00 FOR VIOLATIONS THEREOF; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, by Ordinance No. 69-1, the City Council approved a planned development district for Block 4056, Lots 1-3 (PD-5) located between Emery, Bonnie Brae, and University, as more particularly described therein; and ` WHEREAS, Bill DeBerry has applied for approval of a detailed plan for 2.116 acres of land within the district fo,: commercial uses; and I WHEREAS, on September 27, 1989, after a public hearing, the Planning and zoning commission recommended approval of the detailed plan; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HERESY ORDAINS: $f,,CTION I. That for the 2.117 acres of land described in Exhibit "A", attached hereto and incorporated herein by reference, there is approved the detailed plan shown in Exhibit "a", attached hereto and incorporated herein by reference, so that hereafter that portion of the district subject to the plan shall be constructod, used, and maintained in accordance with the detailed plan herein approved. RECTION II. That a copy of thin ordinance shall be attached to ordinance No. 69-1, showing the detailed plan herein approved for that portion of the district. SECTION III. That any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding and i distinct offense. is violated a separate provision $2,000.00. Each shall constitute day that a EZ.Q N IV. That this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. Z-89-015/PAGE 1 i E M t bt.-R n I~ A, N t day of , 1969. PASSED AND APPROVED this the. RAY STEPRENS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. APPROV^D AS TO LEGA?•FORM: DEBRA ADAMI DRAYOVITCHr CITY ATTORNEY I p BY: _ I I Z-89-015/PAGE 2 I ~ J l 1 Ai i r s _ V~123 15 -',,u170 EXHIBIT A LEGAL DESCRIPTION All that certain tract or parcel of land lying and being situated in the Robert Beaumont Survey, Abstract 31, Denton County, Texas, being part of a tract shown by deed to Rex C. Cauble recorded in Volume 662, Page 475, Deed Records, Denton County, Texas, and being all of Lot 1 of the McClendon Property Subdivision as shown i in Voltune 4, Page 26, Plat Records of Denton County, Texas and being more particular).) described as follows: BEGINNING at an iron pin in the Northeast corner of said Lot 1, McClendon Property Subdivision and the Northwest corner of Lot 1, Block 1 of the Revised Roberts Addition as shown in Volume 346, Page 408, Deed Records, said corner being on the south right-of-way of State Highway 380 (University Drive): THENCE South with the East line of said Cauble tract and the East f line of said Lot 1 of McClendon Subdivision and the West line of Block 1 Revised Roberts Addition a distance of 46D.28 feet to an iron pin for the Southeast corner of said Cauble tract and the Southeast corner of said Lot 1, McClendon Property Subdivision and the Southwest corner of Lot 30 Block 1 of Revised Roberts Addition, said corner also being on the North right-of-way line of Emery Street; a THENCE South 89 degrees 55 minutes 30 seconds West with the South line of said Cauble tract and the South line of said Lot 1 McClendon Property Subdivision part-of_,the way a distance of 200.00 feet to an iron pin; - - THENCE North a distance of 461.54 feet'to an iron'pin=on-tbe-South rigbt-of-way of State Highway 380; THENCE South 89 degrees-42-minutes-50-seconds E"t-with-tVr---Worth 'line- of s&id-Cauble--ttt$c-t -and on the-South righ of-ways:=te Highway 380 a distance of 200.00 feet-to-the point=of=beginning" and containing 2.1162 acres of land. F I 1 Z-89-015 i w: m< er 1-W LS`. nF. EXHIBIT "B" DETAILED PLAN FOR DEBERRY FUNERAL HOME (P.D.S) CONSISTING OF: 1. Detailed Site Plan (1 page); 2. Development Standards (4 pages); 1 i II i 1 i i t 89-015 k i etP H r I~ ,I I i R i M She-:v . S t'. CERTIFICATE FOR ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF DENTON UTILITY SYSTEM REVENUE BONDS, SERIES 1989, J AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES 1 RELATING THERETO 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 24TH DAY OF OCTOBER, 1989, at the Municipal Building (City Ha11), and the roll was called of the duly constituted officers and members of said City 'J1 Council, to-wit: Jennifer K. Walters, City Secretary Ray Stephens, Mayor Bob Gorton Linnie McAdams f Jane Hopkins Jim Alexander Randall Boyd Hugh Ayer and all of said persons were present, except the following I absentees: Boyd, 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 f j CITY OF DENTON UTILITY SYSTEM REVENUE BONDS, SERIES 1989, AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO 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 carried by the following vote: AYES: NOES: `I 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 I J k ~ + t j Certificate; that said Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the passage of said Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; and that each of the officers and members of said city Council was duly and sufficiently notified officially and per- sonally, 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 Vernon's Ann. Tex. Civ. St. Article 6252-17. 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 Ordi- nance for all purposes. SIGNED AND SEALED the 24th day of October, 1989. City Secretary Mayor I ` (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. City Attorney )1/u- f Bond Attorneys I ORDINANCE No. 89-_ ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF DENTON UTILITY SYSTEM REVENUE BONDS, SERIES 19891 AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO THE STATE OF TEXAS ; COUNTY OF DENTON CITY OF DENTON WHEREAS, the City of Denton, Texas, heretofore has duly issued the following revenue bonds: City of Denton Utility System Revenue Refunding Bonds, Series 1983, dated March 1, 1983; City of Denton Utility System Revenue Bonds, Series 1984, dated March 1, 1984; City of Denton Utility System Revenue Bonds, Series 1984-A, dated October 1, 1984; City of Denton Utility System Revenue Refunding Bonds, Series 1987, dated January 1, 1987; and City of Denton Utility System Revenue Bonds, series 1988 dated August 1, 1988; and r it necessaryOandeadvCity isableCouncil dedeems authorize, issue, Denton liver the additional Utility System Revenue Bonds hereinafter described; and WHEREAS, the bonds hereinafter authorized are to be issued, sold, and delivered pursuant to Vernon's Ann. Tex. Civ. { St. Articles 2368a and 1111 through 1118, the City's Home Rule Charter, and other applicable laws. THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS THAT: Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the City of Denton, Texas (the trssuer") are hereby authorized to be issued and delivered in the aggregate princi- pal amount of $20,000,000 FOR THE PURPOSE OF OBTAINING MONEY FOR IMPROVEMENTS AND EXTENSIONS OF THE CITY OF DENTON UTILITY SYSTEM, WHICH CONSISTS OF THE CITY'S COMBINED WATERWORKS, SEWER, AND ELECTRIC LIGHT AND POWER SYSTEM. Section 2. DESIGNATION OF THE BONDS. Each bond issued f 1 pursuant to this Ordinance shall be designated: "CITY OF DENTON I 1 UTILITY SYSTEM REVENUE BOND, SERIES 1989", and initially there shall be issued, sold, and delivered hereunder a single fully registered bond, without interest coupons, payable in install- ments if principal (the "Initial Bond"), but the Initial Bond may be essigned and transferred and/or converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, having serial maturities, and in the dAnomination or denominations of $5,000 or any integral rultiple of $5,000, all in the manner herein- after provided. The term "Bonds" as used in this Ordinance shall mean and include collectively the Initial Bond and all substitute honds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURI- I TIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE F INITIAL BOND. F (a) The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated OCTOBER 1, 1989, in the denomination and aggregate principal amount of $20,000,000, numbered R-1, payable in annual installments of principal to the initial registered owner thereof, to-wit: ' f or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case, the "registered owner"), with the annual installments of principal of the Initial Bond to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM OF INITIAL BOND set forth in this Ordinance. (b) The Initial Bond (i) may and shall be prepaid or redeemed prior to the respective scheduled due dates of in- stallments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall he signed and sealed, and the principal of and interest on the . In ltial Bond 'shall be payable, all as provided, and in the manner required or indicated, in the FORM OF INITIAL BOND set forth in this Ordinance. Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear interest from the date of the Initial Bond to the respective scheduled due dates, or to the respec- tive dates of prepayment or redemption, of the installments of principal of the initial Bond, and said interest shall be payable, all in the manner provided and at the rates and on the I 2 dates stated in the FORM OF INITIAL BOND set forth in this Ordinance. Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the fora of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Initial Bond, shall be substantially as fol- lows: FORM OF INITIAL BOND NO. R-1 $20,000,000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON UTILITY SYSTEM REVENUE BOND SERIES 1989 THE CITY OF DENTON, in Denton County, Texas (the "Issu- er"), being a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case, the "registered i f owner") the aggregate principal amount of I $20,000,000 (TWENTY MILLION DOLLARS) in annual installments of principal due and payable on DECEMBER 1 in each of the years, and in the respective principal amounts, as set forth in the following schedule: i PRINCIPAL PRINCIPAL YEAH AMOUNT XM AMOUNT 1991 $1,0000000 2001 $1,1001000 1992 110000000 2002 11100,000 1993 110000000 2003 10100,000 1994 110000000 2004 10100,000 1995 100000000 2005 10100,000 1996 100000000 2006 10100,000 1997 1,0000000 2007 101000000 1998 1,000,000 2008 101000000 1999 10000,000 2009 1,1001000 P 2000 111000000 and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such installment of principal, 3 t respectively, from time to time remaining unpaid, at the rates as follows: per annum on the above installment due in 1991 i per annum on the above installment due in 1992 _t per annum on the above installment due in 1993 per annum on the above installment due in 1994 t per annum on the above installment due in 1995 k per annum on the above installment due in 1996 t per annum on the above installment due in 1997 t per annum on the above installment due in 1998 per annum on the above installment due in 1999 { per annum on the above installment due in 2000 per annum on the above installment due in 2001 _t per annum on the above installment due in 2002 4 per annum on the above installment due in 2003 t per annum on the above installment due in 2004 t per annum on the above installment due in 2005 1 per annum on the above installment due in 2006 per annum on the above installment due in 2007 t per annum on the above installment due in 2008 I per annum on the above installment due in 2009 with said interest being payable on JUNE 1, 1990, and semi- annually on each DECEMBER 1 and JUNE 1 thereafter while this Bond or any portion hereof is outstanding and unpaid. Said interest shall be calculated on the basis of a 360-day year I j composed of twelve 30-day minths. 1 THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this hr Bond are payable in lawful money of the United States of America, without exchange or collection charges. The install- ments of principal and the interest on this Bond are payable to the registered owner hereof through the services of NCNB TEXAS NATIONAL BANK, FORT WORTH, TEXAS, which is the "Paying Agent/Registrar" for this Bond. Payment of all principal of and interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each princi- pal 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 Bond (the "Bond ordinance") to h 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 on the 15th day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as 4 I i r hereinafter described. The issuer covenants with the regis- tered owner of this Bond that on or before each principal and/or interest payment date for this Bond it will make avail- able to the Paying Agent/Registrar, from the "Interest and Sinking Fund" maintained pursuant to the Bond ordinance, the amounts required to provide for the payment, in immedictely available funds, of all principal of and interest on this Bond, when due. IF THE DATE for the payment of the principal of or inter- est on this Bond 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 1 ~--1 authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND has been authorized in accordance with the Constitution and laws of the State of Texas FOR THE PURPOSE OF I OBTAINING MONEY FOR IMPROVEMENTS AND EXTENSIONS OF THE CITY OF DENTON UTILITY SYSTEM, WHICH CONSISTS OF THE CITY$S COMBINED I WATERWORKS, SEWER, AND ELECTRIC LIGHT AND POWER SYSTEM. ; ON DECEMBER 1, 1999, or on any date whatsoever thereafter, the unpaid installments of principal of this Bond 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, if in part, the particular portion of this Bond to be prepaid or redeemed shall be select- ed and designated by the Issuer (provided that a portion of this Bond 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 -II redemption shall be mailed by the Paying Agent/Registrar to the i 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 prepayment or redemption price for this Bond or the portion hereof which is to be so prepaid or redeemed, plus accrued interest thereon to the date fixed for prepayment or f 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 Bond, or the portion thereof which is to I 5 i t r ~ f Y 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 inter- est 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 Bond or any portion hereof. THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, br any unpaid and unredeemed 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 Bonds, upon the terms and conditions set forth in the Bond Ordinance. Among other requirements for such transfer, this Bond 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 satisfac- tory to the Paying Agent/Registrar, evidencing assignment by the initial registered owner of this Bond, or any portion or { portions hereof in any integral multiple of $5,000, to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any such portion or portions hereof by the initial registered owner hereof. A new bond or bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds) or to the initial registered owner as to any portion of this Bond which is not being assigned and transferred by the initial registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond or any portion or portions hereof, but sololy in the form and manner as provided in the next paragraph hereof for the conver- sion and exchange of this Bond or any portion hereof- The registered owner of this Bond 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 Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. f AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid or unredeemed principal balance 6 I hereof, may be converted into and exchanged for a like aggre- gate principal amount of fully registered bonds, 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 Bond 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 here- inafter stated that each substitute bond issued in exchange for any portion of this Bond shall have a single stated principal maturity date), upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. If this Bond or any portion hereof is assigned and transferred or converted each bond issued in exchange for any portion hereof shall have a single stated principal maturity date correspond- ing to the due date of the installment of principal of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by such installment of principal or portion thereof. Such bonds, respectively, shall be subject to redemption prior to maturity on the same dates and for the same prices as the corresponding installment of principal of this Bond or portion hereof for which they are being exchanged. No such bond shall be payable in installments, but shall have only one stated principal maturity date. AS PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FOPM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more assignees, but the bonds issued and delivered in exchange for this Bond or any portion hereof may be assigned and transferred, and converted, subsequently, as provided in the Bond Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging this Bond or eny 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 (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called for prepayment or redemption i prior to maturity, within 45 days prior to its prepayment or redemption date. IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond ordinance that it promptly will appoint a competent and legally qualified I 7 _ I low { yf I f M substitute therefor, and promptly will cause written notice i thereof to be mailed to the registered owner of this Bond. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in I the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; that this Bond is a special obligation of the Issuer, secured by and payable, together with other bonds, from a first lien on and pledge of the "Pledged Revenues", which include initially the "Net Revenues of the System" as such terms are defined in the Bond ordinance, with the System consisting of the City's ~r---~ entire combined waterworks, sewer, and electric light and power r system. THE ISSUER has reserved the right, subject to the restric- tion stated in the Bond ordinance, to issue Additional Bonds payable from and secured by a first lien on and pledge of the "Pledged Revenues" on a parity with this Bond. THE REGISTERED OWNER hereof shall never have the right to demand payment of this Bond or the interest hereon out of any j funds raised or to be raised by taxation or from any source whatsoever other than specified in the Bond Ordinance. BY BECOMING the registered owner of this Bond, the regis- tered owner thereby acknowledges all of the terms and provi- sions of the Bond ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordi- nance constitute a contract between the registered owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond 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 Bond, and has caused this Bond to be r 8 i r r i dated OCTOBER 1, 1989. City Secretary, Mayor, City of Denton, Texas City of Denton, Texas (CITY SEAL) FORM OF RErr_ TRATION CERTIFICATE OF TH . COMPTROLLER OF PUBLIC ACCOUNTS; ` COMPTROLLERPS REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certi- fied as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this i I Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) i Section S. ADDITIONAL CHARACTERISTICS OF THE BONDS. 8eaistration and Transfer, (a) The Issuer shall keep or cause to be kept at the principal corporate trust office of NCNB TEXAS NATIONAL BANK, FORT WORTH, TEXAS (the "Paying Agent/Registrar") books or records of the registration and transfer of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such 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 Bond to which payments with respect to the Bonds shall be mailed, as herein provided; duty infwreach iting registered 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 i 9 J during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Regis- tration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Bond may be transferred in the Registra- tion Books only upon presentation and surrender of such Bond 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 satis- factory to the Paying Agent/Registrar, evidencing (i) the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Bond or any such portion thereof registered in the name of such assignee or assignees. upon the assignment and transfer of any l Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in conversion and exchange therefor in the manner herein provided. The Initial Bond, to the extent of the unpaid or unredeemed 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 Bonds issued and de- livered in conversion of and exchange for the initial Bond shall be in any denomination or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have a single stated principal maturity date), shall be in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this ordinance, and shall have the characteristics, and may be assigned, trans- ferred, and converted as hereinafter provided. If the Initial Bond or any portion thereof is assigned and transferred or converted the Initial Bond must be surrendered to the Paying Agent/Registrar for cancellation, and each Bond issued in exchange for any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Bond is being exchanged; and eac!; such Bond 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 only a portion of the Initial Bond is assigned. and trans- ferred, there shall be delivered to and registered in the name of the initial registered owner substitute Bonds in exchange for the unassigned balance of the initial Bond in the same manner as if the initial registered owner were the assignee f i thereof. If any Bond or portion thereof other than the Initial Bond is assigned and transferred or converted each Bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Bond for which 10 i i -F low r it is exchanged. A form of assignment shall l Bo be prince shall endorsed on each Bond, excepting the be executed by the registered owner or its duly authorized ' attorney or representative to evidencean assignment or portions the thereof. r Upon surrender of any Bonds or any portion 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 t fullyti eg here n substitute Bond or Bonds, having owner assignee org owners of assignees such wdescribed, payable to newhBondtorn the registered such Bonds), or to the previous registered owner in case only a portion of a Bond is being assigned and transferred, all in conversion of and exchange for said assigned Bond or Bonds 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 Bonds by any registered owner of a Bond. The Issuer shall pay the Paying Agent/ Registrar's standard or customary fees and charges for making such transfer and delivery of a substitute Bond or Bonds, but j the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respec- thereto. The Paying Agent/Registrar shall not be required to thmake ereof transfers of registration of any Bond or any portion (1) 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, with respect to any Bond or any portion thereof called for I redemption prior to maturity, within 45 days prior to its redemption date. (b) ownergbj2 of Bonds. The entity in whose name any Bond 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 Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the coyif any, payment or on account of, the principal of, premium, interest on a such ents s shallb beavalidl a d to such effectualstoored owner. All such paym satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. as hereby {c} pointst the Payinga Agent/Registrarhto actIssuer further app paying agent for paying the principal of and interest on the Bonds, and to act as its agent to convert and exchange or replace Bonds, all as provided in this ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent./Registrar with respect to i 1 ~ 11 E 1 !i 4 the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. (d) on erg ion and rxchanae or Rgp]~emgntt Authenti- cation. Each Bond issued and delivered pursuant to this 1 Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may, upon such Bond 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 represen- tatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner or such assignee or assignees, as appropriate, be con- verted into and exchanged for fully registered bonds, without deFORM OF nomination SUBSTI- interest cseto forth in this Ordinacieed in the the TUTE - TUTE BOND F $5,000, or any integral multiple of $5,000 (subject to the { in Bond request d substitute writing by have requirement a single hereinafter stated maturityddathat te), each such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. if the initial , Bond is assigned and transferred or converted each substitute Bond issued in exchange for any portion of the Initial Bond shall hpayable single inl installantst ands each such Bond shall have shall not be a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the v substitute Bond is being e-cchangedi and each such Bond shall bear interest at th., singis rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged. If a portion of any Bond (other than the initial Bond) shall be redeemed prior to its scheduled maturity maturity provided dates bearing substitute interest at the same s rahaving te, in the same mat denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Bond or portion thereof (other than the initial. Bond) is assigned and transferred or converted, each Bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other exchangeed or shall and each convert fully and Bond. T s as provided Agent/Registrar replace+ Bonds jl 12 I I e V a I bond delivered in conversion of and exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this ordinance shall constitute one of the Bonds I for all purposes of this Ordinance, and may again be converted and exchanged or replaced. It is specifically provided that any Bond authenticated in conversion of and exchange for or I Record eDate for another the Initial Bond shallr beto the first scheduled ar interest from the date of the Initial Bond, but each substitute Bond so authenti- catea after such first scheduled Record Date shall bear inter- est hstitute Bonds was so e aunext preceding the thentic td$ unlesatsu on which such sub which o case before d autnenticated after ymeRecord nt datefa in but on the next Collowing interest pa it shall bear interest from such next following interest payment date; provided, however, that if at the time of delivery of any substitute Bond the interest on the Bord for which it is being such Bond shall to been wpaid, then such has been frm u the has not bear exchanged interest due raid in full. THE INITIAL BOND issued and delivered pursuant 'o this ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for or replacement of any Bond or Bonds issued under this ordinance there shall be printed a certificate, in the form substantially as follows: "PAYING AGENT/RErISTRAROS AUTHENTICATION CERTIFICATE 1 It is hereby certified that this Bond has been issued under the provisions of the Bond ordinance described in this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds ye neral of the State of Texas l and w registered approved by the Attorney General Comptroller of Public Accounts of the State of Texas. N:NB TEXAS NATIONAL BANK, FORT WORTH, TEXAS f Paying Agent/Registrar Dated By Author zed Representat ve" An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the above Certificate, and no such Bond shall be deemed to ex- be issued or outstanding unless such Certificate i cancel all ecuted. The Paying Agent/Registrar promptly shall 13 I ; T-K t 4 Bonds 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 Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, - execu tion, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds 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-b, and duty of conversion and exchange uorrreplacement6ofh Bonds' ashe aforesaid is hereby imposed upon the Paying Agent/Registrar, a.id, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the initial Bond , .--1 which originally was issued pursuant to this ordinance, ap- proved by the Attorney General, and registered by the Comptrol- ler of Public Accounts. The Issuer shall pay the Paying Agent/Registrarts standard or customary fees and charges for transferring, converting, and exchanging any Bond or any portion ther•)of, but the one requestin an conversions and exchange shall g y such transfer, charges required pay any taxes or governmental ~ Nired 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 Bonds or any portion thereof (i) during the the close of business on any Record Date rand endingcwithwthe opening of business on the next following principal or interest payment date, or, (ii) with respect to any or thereof called for redemption prior to maturitond t portion prior to its redemption date. Y. within 45 days (a) In Genarw~ All Bonds is%ued in conversion and exchange er re}- lac ent of any other Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only'to the registered owners thereof, (ii) may and shall be redeemeI prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and ex- changed for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall be the manner required or indicatedayabl, all as , and , ins the FORM OF providedSUBSTITUTEin BOND set forth in this ordinance. (f) of Fee and ha , hereb covenants with the registered owners of thehBondsuthat it will ! 14 i 1 i C ~ (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for itq services with respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/- Registrar for services with respect to the transfer of regis- tration of Bonds, and with respect to the conversion and exchange of Bonds solely to the extent above provided in this Ordinance. (g) Substitut4 Paving Agent/Reg str The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. 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 su.:cessor by merger, acquisition, or other method) should resign or other- wise 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 f in the Paying Agent/Registrar, the previous Paying Agent/Regis- tray promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Regis- tray 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/P.egi- strar to each registered owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give ` the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Regis- trar 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 BONDS. The form of all Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, including the form of Paying Agent/Registrar's Certificate to be printed on each of such Bonds, and. the Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially as follows, with 1 such appropriate variations, omissions, or insertions as are per a tied or required by this Ordinance. 91 i~ 15 FORM OF srta_,s._ STITC7T~@4N~ NO. UNITED STATES OF AMERICA PRINCIPAL AMOUNT STATE OF TEXAS COUNTY OF DENPON CITY OF DENTON UTILIES SYSTEM REVENUE BOND SER INTEREST RATE the L~{~T-VhITy D TE ON THE MATURITY DATE specified above n C a OF DENTON, in Denton County, Texas (the "Issuer") being political subdivision of the State of Texas, hereby promises to pay to hereinafter or to the registered ass gne,, hthe°principal mount of called the "registered owner") I 3 interest thereon from OCTOF`-K It 1989' to the and to pay ecified above, or the date of redemption prior maturity date sp i to maturity, at the interest rate per annum specified abo-ni 1990, and semiannually with interest being payable on JUNE 11 that if the on each DECEMBER 1 and JUNE 1 thereafter, except date of authentication of this Bond is later than MAY 150 1990, such upti d cipanext preceding L nadainterest atrthenticatinnte unless such date of authentication is after any Record Date (herein- after defined) but on or before the next following interest ` payment date, in which case such principal amount shall beaid interest from such next following interest payment interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without oxchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender n to maturity, or upon the date fixed for its at the principal corporate trust office of NCNB TEXAS NATIONAL BANK, FORT WORTH, TEXAS, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying here on each Agent/Registrar cheer, datedtas of such intere t payoe to daterest payment date by Agent/ Re istrar on, and payable solely drawn frofunds the Paying g autho them issuance of hthes8 ndsre the edBondtOrdinance")e to be rolling II 16 i r `f f I b 4 deposit with the paying Agent/Registrar for such purpose as be ei~t b the hereinafter provided, and such check stalled, sfirst class f paying Agent/Registrar by United States a ent date, to the postage prepaid, on each such interest p Ym of the registered owner hereof, at the addr s sthe monthrnexttereced- owner, as it appeared on the 15th day ,l on the Registration Payitheng "Record Agent/ Reg gistrar, as hereinafter Bookseach kept such by datthee (the Boo described. Any accrued interest due upon the redem,)tlon of this Bond prior to maturity as provided herein shall be paid to the registered owner at the principals ation to rust officeoff the Paying Agent/Registrar upon present and surrener at the principal corporate this Bond for redemption and payment trust office of the Paying Agent/Registrar. The Issuer cove-t,n or be nants with the rdate,~ninterestlpaymenttdat.e, and accfrued each principal payment interest payment date for this Bond it will make &.railable to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when d've. i IF THE DATE for the payment of the principal of or inter- est on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where re ore Paying Agent/Registrar is located are authorized by law shall executive order to close, then the date for such payment be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking shallnstituti have the e authorized to closes and payment on such date same force and effect as if made on the original date payment was due. THIS BOND is one of an issue of Bonds initially dated ance zed in OCT 89, autho with andOBawsltof9the Stater of Texascinrthe p incipale mountgofion IMPROVE- O PURPOSE MENTS UTILITY SYSTEM, EXTENSIONS OF HE CITY BOFIDENTONO WHICH CONSISTS OF THE CITY'S COMBINED WATERWORKS, SEWER, AND ELECTRIC LIGHT AND POWER SYSTEM. ON DECEMBER 1, 1999, or on any date whatsoever thereafter, the Bonds of this Series may be redeemed prior t wtthirundsed- uled maturities, at the option of the Issuer, derived from any available han pa wf% source, as a pwhol ortions in the part, and, if in part, thereof, to be redeemed seof selected Bo d may be iredeemed c ly Issuer {provided that a portion at the redemption price of in an integral multiple of $5,000), ' 17 I I I V1 T~W 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 redemp- tion of Bonds or portions thereof prior to maturity a written notice of such redemption shall be published once in a finan- cial publication, journal, or reporter of general circulation among securities dealers in The City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Such notice also shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, not less than 70 days prior to the date fixed for any such redemption, to the registered owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to such redemption dater 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 Bond, 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 Bonds or portions there- of. By the date fixed for any such redemption due provision 1 shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is published and if due provision for such payment is made, all as provided above, the Bonds or portions thereof which are to be so redeemeh thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemp- tion, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest from the Paying Agent/ Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the _ same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unre- deemed portion thereof, will be issued to the registerea owner upon the surrender thereof for cancellation, at the expense of the issuer, all as provided in the Bond Ordinance. I THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTE- GRAL MULTIPLE OF $5,000 may be assigned and shall be trans- ferrad only in the Registration Books of the Issuer kept by the ' Paying Agent/Registrar acting in the capacity of registrar for 1 i 18 J the Bonds, upon the terms and conditions set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfac- tory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment rrinted or endorsed on this Bond shall be executed by the registered owner or its duly authorized attorney or representa- tive, to evidence the assignment hereof. A new Bond or Bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds), or to the previous registered owner in the case of the assignment and transfer of only a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond, all in the form and manner as provided in the next I paragraph hereof for the conversion and exchange of other Bonds. The Issuer shall pay the Paying Agent/Registrar s standard or customary fees and charges for making such trans- fer, 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 comof this m ncing Bond w with then close portion make hereof transfers of (i) f during theregistration period business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. The registered owner of this Bond 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 Bond to tho extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided In the Bond ordinance, this Bond, or any unredeem,:d portion hereof, may, at the request of the registered owner or the assignee or as- signees hereof, be converted into and exchanged for a like aggregate principal amount of fully registered bonds, without j interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same f maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of 19 1 r low- w $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon sur- render of this Bond to the Paying Agent/Registrar for cancella- tion, all in accordance with the form and procedures set forth in the Bond Ordinance. The Issuer shall pry the Paying Agent/- Registrar's standard or customary fees and charges for trans- ferring, converting, and exchanging any Bond 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 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 (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 resppect to any Bond or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption data. IN THE EVENT any Paying Agent/Registrar for the Bonds is I{ changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and lagally qualified substi- tute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, sold,and de- livered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with laws that this Bond is r. special obligation of the Issuer, secured by and payable, together with other bonds, from a first lien on and pledge of the "Pledged Revenues", which include initially the "Net Revenues of the System15, as such terms are defined in the Bond Ordinance, with the System consisting of the City's entire combined waterworks, sewer, anti electric light and power system. THE ISSUER has reserved the right, subject to the restric- tion stated in the Bond Ordinance, to issue Additional Bonds payable from and secured by a first lien on and pledge of the "Pledged Revenues" on a parity with this Bond an3 series of which it is a part. THE REGISTERED OWNER hereo: shall never have the right to demand payment of this Bond or the interest hereon out of any funds raised or to be raised by taxation or from any source 4 whatsoever other than specified in the Bond Ordinance. 20 I 4 Y V BY BECOMING the registered owner of this Bond, the regis- tered owner thereby acknowledges all of the terms and provi- sions of the Bond ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond ordi- nance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the facsimile signature of the Mayor of the Issuer r and countersigned with the 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 Bond. (facsimile signature) (facsimilQ_signaturel City Secretary, Mayor, City of Denton, Texas City of Denton, Texas (CITY SEAL) FORM OF PAYING AGENT/REGISTR.&R'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE w ( It is hereby certified that this Bond has been issued N under the provisions of the Bond Ordinance described in this Bonds and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue w:!_^h 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. NCNB TEXAS NATIONAL BANK, FORT WORTH, TEXAS Paying Agent/Registrar Dated By_ Authorized Representative FORM OF ASSIGNMENTI ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representative or attorney thereof, hereby assigns this Bond to i i 21 i J I 4 rG}. t Y a{ I (Assignee's Social (print or typewrite Assignee's name and Security or Taxpayer address, including zip code) Identification Numbnr and hereby irrevocably const tutes and appoints attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of I substitution in the premises. Dated: Signature Guaranteed: NOTICEi The sFgnature must be Registered owner guaranteed by a member of the NOTICE: The signature above New York Stock Exchange or a must correspond with the name commercial bank or trust of the Registered owner ap- company. pearing on the face of this Bond. ! Section S. DEFINITIONS, As used in this ordinance the ! following terms shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: ~ j (a) The terms "City" and "issuer" shall mean the City of Denton, in Denton Ccunty, Texas. J (b) The term "City Council" or "Council" shall mean the governing body of the City. (c) The term "Bonds" shall mean collectively the initial i Bond as defined and described in Section 2 of this ordinance and all substitute bonds exchanged therefor, and all other substitute bonds and replacement bonds, issued pursuant to and as provided in this Ordinance. (d) The term "Parity Bonds" shall mean collectively (i) the outstanding City of Denton Utility System Refunding Revenue Bonds, Series 1983, authorized by ordinance passed on March 10, 1983 (the "Series 1983 Bonds"), (ii) the outstanding City of Denton Utility System Revenue Bonds, Series 1984, authorized by ordinance passed on February 21, 1984 (the "Series 1984 Bonds"), (iii) the outstanding City of Denton Utility System Revenue Bonds, Series 1984-A, authorized by ordinance passed on { 22 I 1 0. 1 September 25, 1984 (the Series 1984-A Ponds), (iv) the out- standing CLty of Denton Utility Q otem Revenue Refunding Bonds, Series 1987, authorized by ordinance passed on January 27, 1987 (the "Series 1987 Bond-,'-) , (v) the outstanding City of Dentor, Utility System Rove nue Bonds, Series 1988, authorized by ordinance pass:d on August 2, 1988 (the "Series 1988 Bonds"), and (vi) the Bonds. (e) The term "Additional Bonds" shall mean the additional parity revenue bonds which the City reserves the right to issue in the future, in accordance with Section 25 of this ordinance. (f) The term "System" shall mean (1) the City's entire existing waterworks and sewer system and the City's entire existing electric light and power system, together with all future extensions, improvements, enlargements, and additions ' thereto, and all replacements thereof, and (2) any other related facilities, all or any part of the revenues or income from which do, in the future, at the option of the City, and in accordance with law, become "Pledged Revenues" as hereinafter defined; provided that, notwithstanding the foregoing, and to the ex'-snt now or hereafter authorized or permitted by law, the term System shall not mean any water, sewer, electric, or other t facilities of any Y.ini which are declared not to be a part of the Systen, and 14hich are acquired or constructed by the city ! with the proceeds from the issuance of "Special Facilities i Bonds", which are hereby defined as being special revenue obligations of the city which are not payable from or secured by any Pledged Revenues, but which are secured by and payable from liens on and pledges of any other revenues, sources, or , payments, including, but not limited to, special contract revenues or payments received from any other legal entity in connection with such facilities= and such revenues, sources, or payments shall not be considered as or constitute Gross Rev- I enuej of the System, unless and to the extent otherwise pro- vided in the ordinance or ordinances authorizing the issuance + of such "Special Facilities Bonds". (g) The terms "Gross Revenues of the System" and "Gross Revenues" shall mean all revenues and income of every nature derived or received by the City from the operation and owner- ship of the System, including the interest income from the investment or deposit of money in any Fund created by this ordinance. (h) The terms "Net Revenues of the System", and "Net Revenues" shall mean all Gross Revenues after deducting there- from an amount equal to the current expenses of operation and 4 maintenance of the System, including all salaries, labor, materials, repairs, and extensions necessary to render 1 23 i i y~ f r 1. efficient servica, provided, however, that only such repz,irs and extensiorz, as in the judgment of the City Council, reason- ably and fairly exercised by the adoption of appropriate resolutions, are necessary to keep the System in operation and render adequate service to said City and the inhabitants thereof, or such as might be necessary to meet some physical Accident or condition which would otherwise impair the Bonds or Additional Bonds, shall be deducted in determining "Net Reve- nues". Payments required to be made by the city for water supply or water facilities, sewer services or sewer facilities, fuel supply, and for the purchase of electric power, which payments under law constitute operation and maintenance expens- es of any part of the system, shall constitute and be regarded as expenses of operation and maintenance of the System under this ordinance. Depreciation and amortization shall not constitute or be regarded as expenses of operation and mainte- nance of the System. (i) The term "Pledged Revenues" shall mean (1) the Net Revenues, plus (2) any additional revenues, income, or other resources which are expected to be available to the City on a regular periodic basis, including, without j limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which in the future may, at the option of the City, be pledged to the payment of the Parity Bonds or Additional Bonds. {j} The term "year" or "fiscal year" shall mean the fiscal year used by the City in connection with the operation of the system,, (k) The term "Government Obligations" shall mean direct obligations of the United States of America, including obliga- tions the principal of and interest on which are uncondition- ally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, and which may be in book-entry form. Section 9. PLEDGE. (a) The Bonds are "Additional Bonds" as permitted by Sections 24 and 25 of the ordinance passed on March 10, 1983, authorizing the SeO.es 1983 Bonds, and it is hereby determined, declared, and resolved that all of the M J~ Parity Bonds (including the Bonds) are secured and payable j equally and ratably on a parity, and that Sections 8 througt.28, of this Ordinance are supplemental to and cumulative of { 24 i I i i 5 t ~ a i I I 4 ' Sections 7 through 27 of the aforesaid ordinance passed on March 10, 1983, with Sections 8 through 28 of this Ordinance being applicable to all of the Parity Bonds. (b) The Parity Bonds and any Additional Bonds, and the interest thereon, including any interest coupons appertaining thereto, are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues, and the Pledged Revenueu are further pled4ed to the establishment and mainte- nance of the Funds created by this ordinance, and any Funds created by any ordinance authorizing the issuance of any Additional Bonds. The Parity Bonds and any Additional Bonds ara not and will not be secured by or payable from a mortgage or deed of trust on any real, personal, or mixed properties constituting the System. , Section 10. SYSTEM FUND. There heretofore has been and is hereby created and there shall be established and maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a special fund to be entitled the "City of Denton Utility System Fund" (the "System Fund"). All Gross Revenues shall be credited to the System Fund immedi- ately upon receipt, unless otherwise provided in this ordi- nance. All current expenses of operation and maintenance of j the System shall be paid from such Gross Revenues credited to the System Fund as a first charge against same. Before making any deposits hereinafter required to be made from the system Fund, the City shall retain in the System Fund at all times an amount at least equal to one-sixth of the amount budgeted for the then current fiscal year for the current operation and maintenance expenses of the System. Section 11. INTEREST AND SINNING FUND. For the sole purpose of paying the principal of and interest on all Parity Bonds snd Additional Bonds, there heretofore has been and is hereby created and there shall be Patablished and maintained on the books of the City, and accounted for separate and apart from all otter funds of the City, a separate fund to be en- titled the "City of Denton Utility system Revenue Bonds Inter- est and Sinking Find" (the "Interest and Sinking Fund"). Section 12. RESERVE FUND. There heretofore has been, and is hereby, created, and there shall be established and main- tained initially at liCNB Texas National Bank, Fort Worth, Texas, and thereafter, at the option of the City, established and maintained at any time at any national bank having a capital and surplus in excess of $25,000,000, a separate fund to be entitled the "City of Denton Utility System Bonds and Additional Bonds Reserve Fund" (the "Reserve Fund"). The Reserve Fund shall be used to pay the principal of and interest f 25 } e z on any Parity Bonds Interest Additional Fund available efor t such the amounts ose, and may be used for payment are insufficient for of any Parity Bonds or the purpose of finally Additional Bonds. Section 13. EXTENSION AND IMPROVF~dENT FUND. There heretofore has been and is hereby created and there shall be established and maintained on the books of the City, and accounted for separate and apart from all other fofd Ds of entonhe cit , a separate fund to be entitled the "City Utility System Extension a ThelExtensiontandni1mprovementt Fundn and Improvement Fund"). purpose paying the costs of improve- additions, replacements, or meshall ets, be enla used rgeme for nts, the extensions, other capital expenditures related to the System, or for paying available, the costs of unexpected or extrastemn,,ry sate pairs or stem for meats of the Sunexpected which cextraordinary expenses of operation or for paying I and maintenance of the System fotheYilawfultpurposeg are not otherwise available, or for any Section 14. EMERGENCY FUND. There is hereby created and there shall be established and maintained on tho books of the City, and accounted for separate and apart from all other The funds of Denton M of the City, a separate fund to be ent tied the 11C Fund Utility System Emergency Fund" of paying unex- pected Fund shall be used for the purpose or extraordinary expenses of repair, replacement, 3 operation, and maintenance of the System for which neither System funds nor the Theraagn depositedninothenEmergency ment Fund are available. simultaneously with the delivery of the Series 1983 Bonds to the initial purchasers thereof from lawfully available funds of the City the amount of $2 Fund shalll bei vestm ransferred t rotor the income from the Emergency system Fund as received. Section 15. DEPOSITS OF PLEDGED te REVENUES the Inpledgedand Revenues shall be credited to or this ordinance Sinking Fund, the Reserve Fund, the he Extension and Improvement Fund, and other funds when and as required by and any ordinance authorizing the issuance of Additional Bonds. Section 16. INVESTMENTS. Money ordinance Fund stablished pursuant to this Ordinance or any the option of the City, issuance of Additional Bonds, may, at be placed in time deposits or e certifteficates described osor becur~ ve obligations of the type ~t vsted in Government obligations (as defined in Section 0 j I 26 I ~I ~m f 1 ~tt 9 1 hereof) or obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in obligations of instrumentalities of the United States of America, including, but not limited to, evidences of indebted- ness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Postal Govern- States Banks, Banks, Banks National o Cooperatives, Association,,lUnHome ited Loan ment Service, Farmers Home Administration, Federal :come Loan Mort- gage Association, Small Business Administration, Federal Housing Association, or Participation Certificates in the such idepos n then aFederal Assets investments Financing b made provided that opinion of the City, pennit the money required to be expended F from any Fund to be available at the proper time or times as expected to be needed. Such investments (except United States Treasury Obligations--State and Local Government Series invest- ments held in book entry form, which shall at all times be valued at cost) shall be valued in terms of current market value as of the last day of each fiscal year. Unless otherwise set forth herein, all interest and income derived from such deposits and investments immediately shall be credited to, and any losses debited to, the Fund from which the deposit or f investment wav made, and surpluses in any Fund shall or may be disposed of as hereinafter provided. Such investments shall be sold promptly when necessary to prevent any default ir, con- nection with the Parity Bonds or Additional Bonds consistent I. with the ordinances, respectively, authorizing their issuance. Section 17. FUNDS SECURED. That money In all Funds created by this ordinance, to the extent not invested, shall be secured in the manner prescribed by law. Section 18. PRIORITY OF DEPOSITS AND PAYMENTS FROM SYSTEM FUND. 'That the City shall make the deposits and payments from Pledged Revenues in the System Fund when and as required by this Ordinance and any ordinance authorizing any Additional following deposits shall be r spectively manner and d with n the such First, to the Interest and Sinking Fund, when and in the amounts required by this ordinance and any ordinance authorizing any Additional Bondst Second, to the Reserve Fund, when and in the amounts required by this ordinance and any ordinance authorizing any Additional Bondst and 27 E Third, to the Extension and Improvement Fund, when and as required by Section 21 of this Ordinance. Section 19. INTEREST AND SINKING FUND REQUIREMENTS. The City shall cause to be deposited to the credit of the Interest and Sinking Fund the accrued interest and any premium received from the sale of the initial Bond, and on or before the 25th day of each month, the City shall cause to be deposited to the credit of the Interest and Sinking Fund, in approximately equal raonthly payments, amounts sufficient, together with any other funds on hand therein, to pay all of the interest or principal and interest coming due, including the principal amount of any Parity Bonds required to be redeemed prior to maturity pursuant to any mandatory redemption requirements, on the Parity Bonds and any Additional Bonds on the next succeeding interest payment date. Any moneys so deposited in the interest and Sinking Fund witY. respect to a mandatory redemption require- ment, together with other lawfully available funds of the City, may be used by the City, to purchase, in advance of a mandatory redemption date and at a price not exceeding the principal amount thereof plus accrued interest thereon to the date of purchase, Parity Bonds which would be subject to being chosen for mandatory redemption on such mandatory redemption date. The Paying Agent shall cancel any Parity Bonds co purchased. Section 20. RESERVE FUND REQUIREMENTS. There is now on hand in the Reserve Fund an amount of money and Government obligations which is in excess of $3,000,000 and which is at least equal to the average annual principal and interest requirements of the Series 1983 Bonds, the Series 1984 Bonds, the Series 1984-A Bonds, the Series Ifa8'? Bonds, and the Series 1988 Bonds (the "Required Reserve Amovntl'); except and provided that following the issuance and delivery of the Initial Bond (Series 1989) the Required Reserve Amount shall become and be an amount of money and investments equal to the average annual principal and interest requirements of all outstanding Parity Bonds and Additional Bonds; provided further, however, that the Required Reserve Amount shall never be less than $3,000,000 if the maximum annual principal and interest requirements on all cutstanding Parity Bonds and Additional Bonds exceeds $3,000,000. Immediately after the issuance and delivery of the initial Bond there shall be deposited to the credit of the Reserve Fund, from the proceeds of the sale of the Initial Band, money sufficient to cause the Reserve Fund to contain an aggregate amount of money and investments equal to the average annual principal and interest requirements of all then out- standing Parity Bonds (the then Required Reserve Amount). After the delivery of any future Additional Bonds the City shall cause the Reserve Fund to be increased, if and to the extent necessary, so that such Fund will contain an amount of i 28 f l 1 c j Y money and investments equal to the Required Reserve Amount. :,icy increase in the Required Reserve Amount may be funded from Pledged Revenues, or from proceeds from the sale of any Addi- tional Bonds, or any other available source or combination of sources. All or any part of the Required Reserve Amount not funded initially and immediately after the delivery of any installment or issue of Additional Bonds shall be funded, within not more than five years from the date of such delivery, by deposits of Pledged Revenues in approximately equal monthly installments on or before the 25th day of each month. Princi- pal amounts of the Parity Bonds and any Additional Bonds which must be redeemed pursuant to any applicable mandatory redemp- tion requirements shall be deemed to be maturing amounts of principal for the purpose of calculating principal and interest requirements on such bonds. When and so long as the amount in the Reserve Fund is not less than the Required Reserve Amount no deposits shall be made to the credit of the Reserve Fund; but when and if the Reserve Fund at any time contains less than the Required Reserve Amount, then the City shall transfer from Pledged Revenues in the System Fund, and deposit to the credit of the Reserve Fund, monthly on or before the 25th day of each month, a sum equal to 1/60th of the Required Reserve Amount, until the Reserve Fund is restored to the Required Reserve Amount. The City specifically covenants that when and so long as the Reserve Fund contains the Required Reserve Amount, the City shall cause all amounts in excess of the Required Reserve Amount to be deposited to the credit of the Interest and Sinking Fund. Section 21. EXTENSION AND IMPROVEMENT FUND REQUIREMENTS. During each year, subject and subordinate to making the re- quired deposits to the credit of the interest and Sinking Fund and the Reserve Fund, the. City shall be required to deposit to the credit of the Extension and Improvement Fund, from Pledged the Revenues hereby "Adjusted iGross Revenues Fof then Syamount stem", ewhichtterm is of defined to mean the followings the Gross Revenues of the System for such year after I deducting from such Gross Revenues an amount equal to I the current expenses of operation and maintenance of the System for such year which are directly attribut- able to (i) all fuel cots elated/to he production of electric <nergy by s City I chase of electric energy by the City. Additional excess Pledged %)venues may, at the option of the I City Council, be deposited to the credit of the improvement interest such addi-- Fund as permitted a b required. 2 All (b) hereof, investment but no tional d income I 24 1 J { F 1I■ r ~ y 4 7 1 from the Extension and Improvement Fund shall be retained in and remain a part of such Fund. Section 22. DEFICIENCIES; EXCESS PLEDGED REVENUES. (a) If on any occasion there shall not be sufficient Pledged Revenues to make the required deposits into the Interest and Sinking Fund or the Reserve Fund, such deficiency shall be made up as soon as possible from the next available Pledged 14ev- enues. (b) Subject to making the required deposits to the credit of the various Funds when and as required by this ordinance or any ordinance authorizing the issuance of Additional Bonds, any surplus Pledged Revenues may be used by the City for any lawful purpose. I~ Section 23. PAYMENT OF PARITY BONDS AND ADDITIONAL BONDS. On or before December 1, 1989, and semiannually on or before 4 each June 1 and December 1 thereafter while any of the Parity Bonds or Additional Bonds are outstanding and unpaid the City shall make available to the Paying Agents therefor, out of the Interest and Sinking Fund, or if necessary, out of the Reserve Fund, money sufficient to pay, on each of such dates, the principal of and interest on the Parity Bonds and Additional Bonds as the same matures and comes due, or to redeem the Parity Bonds or Additional Bonds prior to maturity, either upon mandatory redemption or at the option of the City. At the direction of the City the Paying Agents shall either deliver paid Parity Bonds and Additional Bonds, and any interest coupons appertaining thereto, to the City or destroy all paid Parity Bonds and Additional Bonds, and any coupons appertaining thereto, and furnish the City with an appropriate certificate of cancellation or destruction. Section 24. FINAL DEPOSITS. (a) Any Parity Bond or Additional Bond shall be deemed to be paid, retired, and no longer outstanding within the meaning of this Ordinance when payment of the principal of, redemption premium, if any, on such Parity Bond or Additional Bond, plus interest thereon to the due date'thersof (whether such due date be by reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemp- tion or provision for the proper giving of such notice having been made), or (ii) shall have been provided by irrevocably depositing with or making available to a Paying Agent therefor, in trust and irrevocably set aside exclusively for such pay- meet, (1) money sufficient to make such payment or (2) Govern- ment obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, 30 I I J T-W f j r1~ fr ~ I` 8 f 1 without reinvestment, of sufficient iaoney to make such payment, and all necessary and proper fees, compensation, and expenses of such Paying Agent pertaining to the Parity Bonds and Addi- tional Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of such paying agent. At such time as a Bond or Additional Bond shall be deemeu to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this ordinance or a lien on and pledge of the Pledged Revenues, and shall be entitled to payment solely from such money or Government obligations. Any mon the directs on of ethe sCitydeposited also e be with a Invesedi in Gvernmentat Obligations, maturing in the amounts and times as hereinbefore { set forth, and all income from all Government obligations in the hands of the paying agent pursuant to this Section which is not required for the payment of the Parity Binds and Additional Bonds, the redemption premium, if any, and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City or deposited as directed by the city. Section 25. ADDITIONAL BONDS. the right and (a) The City shall have from tme to one or more series rortisany sues imto aauthorize i issue, and deliver and in additional parity revenue bonds (herein called "Additional Bonds"~ in accordance with law, in any amounts, for any lawful purpose, including the refunding of any Parity Bonds or Addi- tional Bonds, or other obligations. Such Additional Bonds, if and when authorized, issued, and delivered in accordance with this ordinance, shall be payable from and secured by an irrev- ocable first lien on and pledge of the Pledged Revenues, equally and ratably on a parity in all respects with the Parity Bonds and any other outstanding Additional Bonds. (b) The principal of all Additional Bonds must be sched- uled to be paid or mature on December 1 of the years in which such principal is scheduled to be paid or mature. Section 26. FURTHER REQUIREMENTS FOR ADDITIONAL BONDS. Additional Bonds shall be issued only in accordance with this ordinance, and no installment, Series, or issue of Additional Bonds shall be issued or delivered unless: (a) The Mayor of the City and the City Secretary sign a written certificate to the effect that the City is not in default as to any covenant, condition, or obligation in connec- tion with all then outstanding Parity Bonds and Additional Bonds, and the ordinances authorizing same, and that the I 31 t the srve Fund each contains Interest and SinkingFund to and therein. the amount then required (b) An independent certified public accountant, or in- dependent firm of certified public accountants, acting by and through a certified public accountant, signs a written certifi- cate to the effect that, in his o on any pinion, come ueither twelve conse the next preceding fiscal yeTr, calendar month period out of the 18-month period immediately preceding the month in which the ordinance authorizing the issuance of the then proposed Additio?alt and saisapassed, the Pledged Revenues were at least (i) t (11) the averae annual an amountn equal to the principal and sinters and requirements during the fiscal year during which such require- ments are scheduled to be the greatest, of all Parity Bonds and Additional Bonds which are scheduled ddto be ional tstan ingitftesr the delivery of the then proposed g the (b) amount if specifically provided, however that in of cal ulatin i I of Pledged Revenues for the purposes there has been any increase in the rates or charges for ser-but was ich not vices the System which is artnof thefentire period for whi h f in effec ect during all or any p referred the as Pledged Revenues are the as the '$entre period") mire Then thelcertifiedepublic raccount- 1 ant J , or in lieu of the certified public accountant a firm of ~ consulting engineers, shall determine and certify the amounteof Pledged Revenues as being the total of (ii)) actual the g a sum equal to the Revenues for the entire period, plus aggregate amount by which the actual billings to customers of the System during the entire period would have been increased if such increased rates or charges had been in effect during the entire period. nce (c) Provision shall be made the Reserveorundato thetRequired { their issuance for increasing Reserve Amount as required by Section 20 hereof. (d) All calculations of average ainual prti ip l anthe interest requirements of any bonds made with issuance of any then proposed Additional Bonds shall be made as of the date of such Additional Bondsi and also ilnr making be calculations efor such urpose, and for an amounts of any bo dsrwhich mue under this ordinance,, p maturity licable mandatory It o rements shall rbea deened t be~ ma'gring amounts redemption redeemed prior requi of principal of such bonds. 32 i 1 LJ r ' Section 27. GENERAL COVENANTS. The City further cove- nants and agrees that in accordance with and to the extent required or permitted by law (a) Performance. It will faithfully perform at all times any and all conts# undertakings, stipulations, and provi-ach ingntheo issuance of hAdditionalcBonds, and in deachcandueveryZ Patity Bond and Additional Bond; that it will promptly pay or cause to be paid the principal of and interest on every Parity Bond and Additional Bond, on the dates and in the places and atand Parity and din the manner prescribed in such ordinances Additional Bonds; and that it will, he times manner equired to prescribed, deposit or cause to be Fund amounts and r the Reserve Fund; and any holder of the Parity Bonds or Addi- ticnal Bonds may require the city, its officials, and em- ployees, to carry out, respect, or enforce the covenants and authorizing the I obligations of this Ordinance, or anylordinanc and equitable means, issuance of Additional Bbutowithout limitation, the use and including specifically, court of competent filing of mandamus proceedings, its officials, and employees. ~ jurisdiction, against the City, , L) C1tv'~ 1 u i The city is a duly created xist I authorizednunderetheilaws city the State of Texasa to create and issue the Parity Bonds and Additional Bonds; that all action on E its part for the creation and issuance of the said obligations ` has been or will be duly and effectively taken, and that said obligations in the hands of the holders and owners thereof are and valid and en Citywill acco be rdance with theireterFSSpQCial obligations of the l (c) T Ug. The City has or will obtain lawful title to I the lands, buildings, structures, and facilities constituting the title the System, that it warrants that it will tructure fen a t facilities, all the aforesaid lands, buildings, ss, and every part thereof, for the benefit of the holdaiistande owners of the Parity Bonds and Additional Bondsj ttha it is claims and demands of all persons whomsoever, lawfully qualified to pledge the Pledged Revenues to the payment of the Parity Bonds and Additional Bonds in the manner prescribed herein, and has lawfully exercised such rights. (d) Liens. The City will from time to time and before the same become delinquent pay and discharge all taxes, assess- ments, and governmental charges, if any, which shall be law- fully imposed upon it, or the System, that it will pay all lawful claims for rents, royalties, labor, materials, and 33 supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and that it will not create or suffer to be created any mechanic's, laborer's, materialman's, or other lien or charge which .night or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impairedr provided, however, that no such tax, assess- ment, or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's, or other lien or charge, shall be required to be paid so long vs the validity of the same shall be contested in good faith by the City. i (e) Qperation of ~SYst~mr Na Free service. While the E Parity Bonds or any Additional Bonds are outstanding and unpaid the City shall continuously and efficiently operate the System, and shall maintain the System in good condition, repair, and working order, all at reasonable cost. No free service of the System shall be allowed, and should the City or any of its agencies, instrumentalities, lessors, or concessionaires make use of the services and facilities of the System, payment monthly of the standard retail price of the services provided shall be made by the City or any of its agencies, instrumen- talities, lessors, or concessionaires out of funds from sources surplus Section unless 22(b) made from other than revenues permitted the by System hereof. Pledged Revenues (t) Further Fncu bran e. While the Parity Bonds of any Additional Bonds are outstanding and unpaid, the City shall not additionally encumber the Pledged Revenues in any manner, except as petnnitted in this ordinance in connection with Additional Bonds, unless said encumbrance is made ju,Aor and subordinate in all respects to the liens, pledges, covenants, and agreements of this ordinance and any ordinance authorizing the issuance of Additional Bonds; but the right of the City to issue revenue bonds payable from a subordinate lien on surplus Pledged Revenues is specifically recognized and retained, as permitted under Section 22(b) hereof). (g) sale or Disoasal cf Proot+x~.y. While the Parity Bonds or any Additional Bonds are outstanding and unpaid, the City shall not sell, convey, mortgage, encumber, lease, or in any manner transfer title to, or dedicate to other use, or other- wise dispose of, the System, or any significant or substantial part thereof; provided that whenever the City deems it neces- sary to dispose of any property, machinery, fixtures, or equipment, or dedicate such property to other use, it may do so either when it has made arrangements to replace the same or i 34 C provide substitutes therefor, or it is determined by resolution of the City Council that no such replacement or substitute is necessary. (h) u,s4ranc€, (1) The City shall cause to be insured such parts of the system as would usually be insured by corpor- ations company or tcompanies, againstirisks, accidents,s or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and occupancy insurance. Public liability and property damage insurance also shall be carried unless the City Attorney gives { a written opinion to the effect that the City is not liable for - -1 claims which would be protected by such insurance. All insur- ance premiums shall be paid as an expense of operation of the Syystem. At any time while any contractor engaged in construc- tion work shall be fully responsiblo therefor, the City shall not be required to carry insurance on the work being con- structed if the contractor is required to carry appropriate insurance. All such policies shall be open to the inspection of the Bondholders and their representatives at all reasonable times. Upon the happening of any loss or damage covered by insurance from one or more of said causes, the City shall make I due proof of loss and shall do all things necessary or desir- able to cause the insuring companies to make payment in full directly to the City. The proceeds of insurance covering such ` E property, together with any other funds necessary and available for such purpose, shall be used forthwith by the City for repairing the property damaged or replacing the property destroyed provided, however, that if said insurance proceeds and other funds are insufficitnt for such purpose, then said insurance proceeds pertaining to the system shall be deposited in a special and separate trust fund, at an official depository of the City, to be designated the Insurance Account. The Insurance Account shall be held until such time as other funds become available which, together with the Insurance Account, will be sufficient to make the repairs or replacements origin- ally required. (2) The annual audit hereinafter required may contain a section commenting on whether or not the City has complied with the requirements of this Section with respect to the mainte- nance of insurance, and shall state whether or not all insur- ance premiums upon the insurance policies to which reference is 1 made have been paid. (i) dIItl+l~l~ll and Rat~45[~f1~1L The City shall prepare, prior to the beginning of each fiscal year, an annual I ~ 35 f r~l[r f , I` 1 budget, in accordance with law, reflecting an estimate of cash ` receipts and disbursements for the, ensuing fiscal year in sufficient detail to indicate the probable Gross Revenues and Pledged Revenues for such fiscal year, The City shall fix, M establish, maintain, and collect, such rates, charg,-s, and fees for the use and availability of the System at all times as are necessary (1) to produce Gross Revenues sufficient, together with any other Pledged Revenues, to pay all current operation and maintenance expenses of the System, and (2) to produce an amount of Pledged Revenues during each fiscal year at least equal to the greater of 1.25 times the average annual principal and interest requirements of all then outstanding Parity Bonds and Additional Bonds or 1.25 times the succeeding fiscal year's principal and interest requirements of all then outstanding Parity Bonds and Additional Bonds. (j) Records. The city shall keep proper books of record and account in which full, true, proper, and correct entries j will be made of all dealings, activities, and transactions relating to the System, the Pledged Revenues, and the Funds created pursuant to this ordinance, and all books, documents, and vouchers relating thereto shall at all reasonable times be 1 made available for inspection upon request of any Bondholder or I citizen of the City. To the extent consistent with the provi- sions of this Ordinance, the City shall keep its books and records in a manner conforming to standard accounting practices 1 as usually would be followed by private corporations owning and y{ operating a similar System, with appropriate recognition being given to essential differences between municipal and corporate accounting practices. (k) aydits. After the close of each fiscal year while any of the Parity Bonds or any Additional Bonds are outstand- ing, an audit will be made of the books and accounts relating to the System and the Pledged Revenues by an independent I certified public accountant or an independent firm of certified public accountants. As soon as practicable after the close of each such year, and when said audit has been completed and made available to,the City, a copy of such audit for the preceding year shall be mailed to the Municipal Advisory Council of Texas, to each paying agent for any bonds payable from Pledged Revenues, and to any Bondholders who shall so request in writing. The annual audit reports shall be open to the inspec- tion of the Bondholders and their agents and representatives at all reasonable times. It will comply with all of the terms and conditions of any and all franchises, permits, and authorizations applicable to or necussary with respect to the System, and which have been obtained from any governmental 'I 36 agency; and the City has or willobtain an authorization, in fulloforce and effect all franchises, permits, requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation, and mainte- nance of the System. (m) ~S .t~RLI• it will not operatteo orttgrant any franchise or, to the extent it legally may, permit acquisi- tion construction, or operation of, any facilities which would be in competition with the System, and to the extent that it legally may, the City will prohibit any such competing facili- ties. (n) S9 A3LbLt_rAU. The City covenants to and with the purchasers of the Parity Bonds and any Additional. Bonds that no r use will be made of the proceeds of any of such bonds at any time throughout the term of any of such bonds which, if such use had been reasonably expected on the date of delivery of any of such bonds to and payment therefor by the purchasers, would have caused any of such bonds to be arbitrage bonds within the meaning of Section 103(c) of the internal Revenue Code of 1954, as amended, or the Intarnal Revenue Code of 1986, or any regulations or rulings pertaining thereto; and by this covenant i the City is obligated to comply with the requirements of the aforesaid Codes and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The City further covenants that the proceeds of all such bonds will not otherwise be used directly or indirectly so as to cause all or an part of such bonds to be or become arbitrage bonds within the meaning of the aforesaid Codes, or any regulations pertain- ing thereto. Section 28. AMENDMENT OF ORDINANCE, (a) The holders or owners of Parity Bonds and Additional Bonds aggregating in principal amount 51% of the aggregate principal amount of then outstanding Parity Bonds and Additional l Bonds shall toa have the right from time to time to approve this Ordinance which may be deemed necessary or desirable by the terms City, provided, however, that nothing herein contained shall rm or co diti bo'construed to srOrdinancermor amendment of Addi and tional Bonds so as tot (1) Make any change in the maturity of the out- standing Parity Bonds or Additional Bondst t (2) Reduce the rate of interest borne by any of the outstanding Parity Bonds or Additional Bonds; i i 37 { (3) Reduce the amount of the principal payable on the outstanding Parity Bonds or Additional Bonds; (4) Modify the terms of payment of principal of or interest on the outstanding Parity Bonds or Addi- tional Bonds, or impose any conditions with respect to C such payment; (5) Affect the rights of the holders or owners of less than all of the Parity Bonds and Additional Bonds then outstanding; (6) Change the minimum percentage of the prin- ~1 cipal amount of Parity Bonds and Additional Bonds neces- sary for consent to such amendment. (b) If at any time the City shall desire to amend the ordinance under this Section, the City shall cause notice of the proposed amendment to be published in a financial publica- tion of general circulation in The City of New York, New York, once during each calendar week for at least two successive calendar weeks. such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agents for inspection by all holders or owners of Parity Bonds and Addi- tional Bonds. Such publication is not required, however, if notice in writing is given to each holder or owner of Parity Bonds and Additional Bonds. (c) whenever at any time not less than thirty days, and within one year, from the date of the first publication of said notice or other service of written notice the City shall or receive at lest Instrument 51% or in instruments aggregate p incipal amont holders of f all owners of Parity Bonds and Additional Bonds then outstanding, which instrument describedinrsaid instruments s and shall refer specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agents, the City Council may pass the amendatory ordinance in substantially the same form. (d) Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordi- nance, and the respective rights, duties, and obligations under this Ordinance of the City, and all the holders or owners of then outstanding Parity Bonds and Additional Bonds and all future Parity Bonds and Additional Bonds shall thereafter be determined, exercised, and enforced hereunder, subject in all respects to such amendments. I 1 { j }8 + l (e) Any consent given by the holder or owner of a Parity Bond or Additional Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders or owners of the same Parity Bond or Additional Bond during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the holder or owner who gave such consent, or by a successor in title, by filing notice thereof with the paying agents and the city, but such revocation shall not be effective if the holders or owners of 514 in aggregate principal amount of the then outstanding Parity Bonds and Additional Bonds as in this Section defined have, prior to the attempted revocation, consented to, and approved the amendment. (f) For the purpose of this Section, the fact of the holding of Parity Bonds or Additional Bonds which are in hearer, coupon form, by any bondholder and the amount and numbers of such bearer Parity Bonds or Additional Bonds and the i date of their holding same, may be proved by the affidavit of the person claiming to be such holder or owner, or by a certi- ficate executed by any trust company, bank, banker, or any other depository wherever situated showing that at the date therein mentioned such person had on deposit with such trust , company, bank, banker, or other depository, the Parity Bonds and Additional Bonds described in such certificate. The City may conclusively assume that such ownership continues until written notice to the contrary is served upon the City. The ownership of all registered Parity Bonds and Additional Bonds shall be determined from the registration books kept by the registrar therefor. Section 29. DAMAGED, MUTILATED, LAST, STOLEN, OR DE- STROYED BONDS. (a) 812JAggagrit Bcnds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be print- ed, executed, and delivered, a new bond of tl.* same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) AU21ication for Replacement 0.011~11. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the Issuer and to the Paying f Agent/Registrar such security or indemnity as may be recp1ired {k by them to save each of them harmless from any loss or damage 39 I t i ` low r r with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be. in every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or muti- lated. (c) No Dej~ult Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then con- tinuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a i replacement Bond, provided security or indemnity is furnished an above provided in this Section. (d) Charge for Issuing ReplAgAMS11t. Bondi. • Prior to the issuance of any replacement bond, the Pay'ng Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be r entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) ImAr for_I$51IQ3 Eie_nlacemenG Bondi. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section of thin Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Regis- trar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 6(d) of this Ordinance for Bonds issued f in conversion and exchange for other Bonds. Section 30. COVENANTS REGARDING TAX-EXEMPTION. The Issuer covenants to refrain from any action which would adversely affect, and to take such action to ensure, the treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: i 40 i (a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any private business use", as defined in section 14l(b)(6) of the Code or, if more than 10 percent of the proceeds are SosuerI with respect tto such whether business received use, do not, under the terms of this ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Coder (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 Bonds ( less amounts deposited into a reserve fund, if any) then the busiamount in use" which excess l.s f"related"t and not used "dfor a isproportion- ate", within the meaning of section 141(b)(3) of the Code, to the governmental use; I (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 Bonds (less amounts depos- ited into a reserve fund, if any) is directly or indirect- ly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(0) of tha Codei (d) to refrain from taking any action which would activityeboresult in nds" withinethe nmeaninggof rsectionsl4 1(b)sof the Codet (e) to refrain from taking any action that would J result in the Bonds being "federally guaranteed" within the meaning of section 144(b) of the Code; (f) to refrain from using any pro- ceeds of the Bonds, directly or indrectly,~ to aoga uire 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 tor of the Bonds, other than investment property acquired with i 41 1 1 , I 1 proceeds of the Bonds invested for a ( ) period of 3 years or less until reasonable temporary purpose for which such proceeds are needed for the the Bonds are issued, service ) fund, within invested meaning n of fsectiont mcjunts 1.103-13(b)(12) of the Treasury Regulations, and (3) amounts deposited in any reasonably re- quired reserve or replacement: V:nd to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (g) to otherwise restrict the use of the ro eeds of the Bonds,s as proceeds ' the Bonds or amounts treated as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of he Code (relating to arbitrage) and, to the extent applicablel of the Code (relating to advance ' section 149(d) refundings); east (h) to pay to the United States of Amerlca the ldate once during each five-year period (beginning on of delivery of the Bonds) an amount that is at least equal percent of the "Excess Earnings", within the meaning to 90 Code and to pay to the United of section 148(f) of the s after the Bonds amount then percent of days states of America, not have been paid in full, later required to be paid as a result of Excess Earnings under 4 section 148(!) of the code; and (i) to maintain such records as will enable the issuer to fulfill its responsibilities under this section o !or - f followings the finale p achsnt recordsprinoi and section 14 of the at least six y pal and interest on the Bonds. It is the understanding of the issuer that the covenants e promulgpled ated compliance y the with U.S. rulingsassure contained herein are intended Code and any regulations pursuant thereto. In the event that regulDepartmentations of or r the Treaingssury are hereafter promulgated which modify, fileble to the Bonds, or expand provisions of the Code, as applicable any covenant the issuer will not be required to comply will not contained herein to the extent thiZedcbondicounsel, oomply, j in the opinion of nationally-recog ! adversely affect the exemption from federal income taxation of rulings nare3hereafter pr omulgth interest on the Bonds of the COd' event that regulations under I I 42 I T WE --w t which impose additional requirements which are applicable to the Bonds, the issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under j se:tion 103 of the Code. Section 31. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Initial Bond, other than proceeds deposited in the Interest and Sinking Fund and the Reserve Fund, shall be used along with other available proceeds for improving the Systems provided that after completion of the improvements if any of --1 such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is j further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to the Covenants Regarding Tax-Exemption herein so as to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this ordinance. I Section 32. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL*S OPINION, CUSIP NUMBERS, AND INSURANCE. The Mayor of the Issuer is hereby authorized to have control of the initial Bond issued hereunder and all necessary records and proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and approval by the Attor- ney General of the State of Texas, and its registration by the Upon com State of regiatrationoofPLhelInitialn Sond! said Comptrollerxol.Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on the initial Bond, and the seal of said Comptrol- ler shall be impressed, or placed in facsimile, on the initial Bond. The approving legal opinion of the IssuerOB Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the initial Bond or on any Bonds issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds. If the purchaser of the initial Bond exercises its option to obtain insurance on the Bonds, as - 1 permitted in the Notice of Sale and Bidding Instructions and Official Statement hereinafter described, the initial Bond and j all other Bonds shall bear an appropriate legend concerning insurance as provided by the insurer. Section 33. SALE OF INITIAL BOND. The Initial Bond is hereby sold and shall be delivered to for cash for the par value thereof and i 43 1 J i j accrued interest thereon to date of delivery, plus a premium of It is hereby officially found, determined, and declared that the Initial Bond has been sold at public sale to the bidder offering the lowest interest czst, after receiving sealed bids pursuant to an official Notice of Sale and Bidding Instructions and official Statement dated October 10, 1989, prepared and distributed in connection with the sale of the Initial Bond. Said official Notice of Sale and Bidding In- structions and Official 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 Bonds 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. --1 Section 34. FURTHER PROCEDURES. The Mayor of the Issuer, the City Secretary 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 authorizea, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowl- edge, 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 Bond Ordinance, the j Bonds, the sale of the Bonds, and the Notice of Sale and Official Statements and the Director of Finance of the City shall cause the expenses of issuance of the Bonds to be paid from the proceeds of sale of the Initial Bond. In case any E officer whose signature shall appear on any Bond shall cease to 1 be such officer before the delivery of such Bond, such signa- ture shall nevertheless be valid and sufficient for all purpos- es the same as if cuch officer had remained in office until such delivery. i 1 44 1 1 1 3 i l ~ I k _ t t: ti E3 - 1. v CERTIFICATE FOR SALE, AND DELIVERY OF SERIES 1989-A, ORDINANCE AUTHORIZING THE ISSU OBLIGATION, AND PROCEDURES CITY OF DENTON CERTIFICATES OF AND APPROVING AND AUTHORIZING INSTRUMENTS R£LATI G E 0 THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON hereby certify we, the undersigned officers of said City, as follows: Council of said City convened 1989, The City REGULAR MEETING ON THE 24TH DAY OF OCTOBER, at the Municipal Building (City Hall), and the roll was called of the duly constituted officers and members of said City Councto-wit: Mayor Secretary Ray Stephens, Jennifer K. Walters, City Linnie McAdams BOb`GOrton Jim Alexander kin, Hugh Ayer Jane Hop Randall Boyd except the following persons were present, thus constituting a and all Of said p the following was absentees! g other business, quorum. Whereupon, a written AND DELIVERY OF transacted at said Meeting: SALE, ORDINANCE AUTHORI2ING TH£ ISSUANCE, SERIES 1989-A+ CITY OF DEN TON CERTIFICATES S O OF OBLIGATION, AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO ion was duly introduced for the consifiov d and of said second d tt h CatOsaid and duly read. It was then a~te~Y due discussion, said motion, ailed and Ordinance be passed, and, al of said Ordinance, prev carrying frith it the passage vote: carried by the following AYES: NOES: , ABSTENTIONS: of the baforesaid 1 2, That a true, full, and correct copy assed at the Meeting described in the athis and Ordinance paragraph is attached to and follows foregoing p I I i I ~r P ,i i® fi t Certificate; that said ordinance has been duly recorded in said City council's minutes of said Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting pertaining to the passage of said ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said Meeting; and 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. 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 de- clare that their signing of this Certificate shall constitute the signing of the attached and following copy of said ordi- nance for all purposes. SIGNED AND SEALED the 24th day of October, 1989. 1 j f city Secretary Mayor I RR i (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. City Attorney Bond Attorneys ~ i I I i k 0 a ORDINANCE NO. 89-__ ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF DENTON F CERTIFICATES OF OBLIGATION, SERIES 1989-A, AND APPROVING AND AUTHORIZING INSTKWNTS AND PROCEDURES RELATING THERETO THE STATE 0? 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 j sell for cash the certificates of obligation hereinafter `r 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 beer, filed protesting the issuance thereof. THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS THAT: Section 1. AMOUNT AND PURP03E 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 $1,550,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGA- TIONS TO BE INCURRED (1) PURSUANT TO A CONTRACT OR CONTRACTS FOR THE CONSTRUCTION AND EQUIPMENT OF A MUNICIPAL GARAGE, (2) PURSUANT TO A CONTRACT FOR THE PURCHASE AND INSTALLATION OF A MUNICIPAL TELEPHONE SYSTEM, AND (3) PURSUANT TO A CONTRACT FOR THE PURCHASE OF A MUNICIPAL GEOGRAPHICAL COMPUTERIZED INFORMATION (MAPPING) SYSTEMS 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 SUCH PURCHASES, INSTALLATION, AND CERTIFICATES OF OBLIGATION. J Section 2. DESIGNATION OF THE CERTIFICATES. Each cert- ificate issued pursuant to this ordinance shall be designated: "CITY OF DENTON CERTIFICATE OF OBLIGATION, SERIES 1989-A", and initially there shall be issued, sold, and delivered hereunder a single fully registered certificate, without interest cou- pons, payable in installments of principal (the "Initial I 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 denomination or denominations of $5,000 or any integral multi- ple of $5,0000 all in the manner hereinafter provided. The term "Certificates" as used in this Ordinance shall mean and 1 ~ f ~ 1 T~W 'E w include collectively the initial Certificate and all substitute certificates exchanged therefor, as well as all other substi- tute certificates and replacement certificates issued pursuant hereto, and the term "Certificates" shall mean any of the Certificates. Sectio.- 3. INITIAL DATE, DENOMINATION, NUMBER, MATURI- TIES, 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 October of of 1, 1989, in the denomination gin egannual ate principal amount $1,559,000, numbered R-1, payable i principal to the initial registered owner thereof, to-wit: or to the registered assignee or assignees of said Certificate or any portion or portions thereof (in each case, the "regis- tered owner"), with the annual installments of principal of the 1 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. The Initial Certificate (i) may be assigned and 1 j transferred, (ii) may be converted and exchanged for other Certificates, (iii) 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, i and in the manner required or indicated, in tithe FORY OF INITIAL CERTIFICATE set forth in this Ordinance. Section 4. INTEREST. The unpaid principal balance of the Initial Certificate shall bear interest frog the date of the Initial Certificate to the respective scheduled due dates of the installments of principal of the initial Certificate, and J 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 S. FORM OF INITIAL CERTIFICATE. The form of the Initial Certificate, including the form of Registration Certif- icate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Initial Certificate, shall be substantially as follows: f I i 2 I ~ i K ~ FORM OF INITIAL CERTIFICATE NO. R-1 $1,550,000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON CERTIFICATE OF OBLIGATION SERIES 1989-A THE CITY OF DENTON, in Denton County, Texas (the "Issu- er"), being a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee or assignees of this Certificate or any portion or portions hereof (in each case, the "regis- tered owner") the aggregate principal amount of i $1,550,000 (ONE MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS) in annual installments of principal due and payable on JULY 1 in each of the years, and in the respective principal amounts, as set forth in the following schedule: PRINCIPAL PRINCIPAL YEAR MOQNT Y-M AMOUNT 1991 $150,000 1996 $175,000 1992 175,000 1997 175,000 E 1993 175,000 1998 175,000 1994 175,000 1999 1750000 1995 175,000 and to pay interest, calculated on the basis of a 360-day year composed of twelve 30-day months, from the date of this Certif- icate hereinafter stated, on the balance o: each such install- 'I ment of principal, respectively, from time to time remaining unpaid, at the rates as follows: } per annum on the above installment due in 1991 per annum on the above installment due in 1992 per annum on the above installment due in 1993 per annum on the above installment due in 1994 } per annum on the above installment due in 1995 1 } per annum on the above installment due in 1996 } per annum on the above installment due in 1997 per annum on the above installment due in 1998 } per annum on the above installment due in 1999 i 3 , k' ! ' o 1 FORM OF INITIAL CERTIFICATE NO. R-1 $1,550,000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON CERTIFICATE OF OBLIGATION SERIES 1989-A THE CITY OF DENTON, in Denton County, Texas (the "Issu- er"), being a political subdivision of the State of Texas, hereby promises to pay to r--~ or to the registered assignee or assignees of this Certificate or any portion or portions hereof (in each case, the "regis- tered owner") the aggregate principal amount of $1,550,000 (ONE MILLION FIVE HUNDRED FIFTY TH012SAND DOLLARS) in annual installments of principal due a•:d payable on JULY 1 In each of the years, and in the respective principal amounts, as set forth in the following schedule: PRINCIPAL PRINCIPAL YEAR AMOUNZAMOUNT 1991 $150,000 1996 $1750000 1992 175,000 1997 175,000 1993 175,000 1998 175,000 1994 175,000 1999 175,000 1995 175,000 and to pay interest, calculated on the basis of a 360-day year composed of twelve 30-day months, from the date of this Certif- icato hereinafter stated, on the balance of each such install- ment of principal, respectively, from time to time remaining unpaid, at the rates as follows: per annum on the above installment due in 1991 } per annum on the above installment due in 1992 per annum on the above installment due in 1993 per annum on the above installment due in 1994 _ per annum on the above installment due in 1995 per annum on the above installment due in 1996 per annum on the above installment due in 1997 i per annum on the above installment due in 1998 per annum on the above installment due in 1999 j 1 3 { i ~ i 9. with said interest being payable on JULY 1, 1990, and semi- annually on each JANUARY 1 and JULY 1 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 install- ments of principal and the interest on this Certificate are payable to the registered owner hereof through the services of NCAB TEXAS NATIONAL BANK, FORT WORTH, TEXAS, which is the "Paying Agent/Registrar" for this Certificate. Payment of all principal 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 on the 15th 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 cove- nants 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/Regis- trar, 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. J IF THE DATE for the payment of the principal of or inter- I est on this Certificate shall be a Saturday, Sunday, a legal J 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 has been authorized in accordance with i the Constitution and laws of the State of Texas FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGA- TIONS TO BE INCURRED (1) PURSUANT TO A CONTRACT OR CONTRACTS FOR THE CONSTRUCTION AND EQUIPMENT OF A MUNICIPAL GARAGE, (2) PURSUANT TO A CONTRACT FOR THE PURCHASE AND INSTALLATION OF A f i f 4 k , t V i 4 i a STEM AND (3) PURSUANT TO A CONTRACT FOR MUNICIPAL TELEPHONE SY THE PURCHASE OF A YSTEM L AND ALSO GEOGRI14PHICAL THE PURPOSE DOF INFORMATION (MAPPING) PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGATIONS FOR PROFESSIONAL SERVICES OF ENGINEERING, ATTORNEYS, AND FINANCIAL ADVISORS IN CONNEC'PION WITH SUCH PURCHASES, INSTALLATION, AND CERTIFICATES OF OBLIGATION. THIS CERTIFICATE, to the extent of the portion hereofuinaanypintegral balance hereof, or any unpaid multiple $50000, may be assigned by the initial registered owner hereof and d shall be transferred only in the stacti 9 Books of the Issuer kept by the Paying in the capacity of registrar for the Certificates, upon the { such transfer Certificate Ordinance. terms and conditions set requirements forth in the Among other r must be presented and surrendered to the Paying Agent/Registrar for cancellation, together with proper instruments of assign- tent, form and with guarantee of Agent/Registrar, evidencing signatures satisfactory to the Paying of portion the or initial registered owner of this integral multiple Certificate, portions hereof in any assignee or assignees in whose name or names this Certificate instruments trans- or any such portion or portions hereof is or are to be ferred and registered. Any instrument oumeme may be assignment satisfactory to the Paying Agent/Registrar used to evidence the assignment of this Certificatf, 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 toficat Ceor to this i- the initial registered owner as to any portion Cate 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 hereo onion he confers The and exchange of this Certificate or any p registered thee Issu.r and the certificate treated by Paying Agent/Registrar as he 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 c nAgent/Registrar shall not be affected by any notice to the AS PROVIDED above and in the Certificate Ordinance, this + 4 Certificate, to the extent of the unpaid principal balance hereof amount converted of fully ind exchanged for a registered certificates, without interest principal interest coupons payable to initial iregisteredsowner hereof, the f designated in writing ing by i 5 i .t 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 certifi- cate 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 which 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 de- livered 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 fens 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 Aqent/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 Certifi- cate is changed by the Issuer, resigns, or otherwise ceases to I act as such,, the Issuer has covenanted in the certificate 1 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 owner of this Certificate. IT IS HEREBY certified, recited, and covenanted that this Certificate has been duly and validly auth 'fed, issued, and delivered; that all acts, conditions, and ..igs required or proper to be performed, exist, and be done precedent to or in k the authorization, issuance, a.d delivery of this Certificate have been performed, existed, and been done in accordance with I 1 i 6 I f I J i i i i a k 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 parity obligations, this 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, 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 end additional obligations, and to enter into contracts, payable from ad valorem taxes and/or revenues of the City's Utility System, on a parity with, or with respect to said revenues, superior in lien to, this Certificate. i BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and w provisions of the Certificate Ordinance, agrees to be bound by J such terms and provisions, acknowledges that the Certificate M Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the J Issuer, and agrees that the terms and pro•:isions 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 bo 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 Certifidate to be dated OCTOBER 10 1989. City Secretary, Mayor, City of Denton, Texas City of Denton, Texas I { 1 (CITY SEAL) i 1 i 7 I i I i w r v i r FORM OF REGISTRATION CERTIFICATE 0-f-TUHE C0MPTRQLLE_PLU_ PUBLIC AC.CORNTS : COMPTROLLERS 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 h (COMPTROLLER'S SEAL) Section 6. ADDITIONAL CHARACTERISTICS OF THE CERTIFI- CATES. Registration and Transfer. (a) The Issuer shall keep i ` or cause to be kept at the principal corporate trust office of f NCNB TEXAS NATIONAL BANK, FORT WORTH, TEXAS (the "Paying i 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 t 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) 1 I I 8 evidencing the assignment of the Certificate, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Certificate or any such portion thereof registered in the nane 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 delivered in 1 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 princi- pal maturity date), shall be in the form prescribed in the FORM OF SUBSTITUTE CERTIFICATE set forth in this ordinance, and shall have the characteristics, and may be assigned, trans- ferred, 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 installme,its; and each such Certificate shall have a principal maturity date corresponding to the dug 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 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 sa,xe 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 repre- sentative to evidence an assignment thereof. Upon surrender of any Certificates or any portion or portions thereof for trans- fer of registration, an authorized representative of the Paying Agent/Registrar shall make such transfer in the Registration ~r 9 i r I Books, and shall deliver a new fully registered substitute Certificate or Certificates, having the characteristics herein described, payable to such assignee or assignees (which then will be the registered owner or owners of such neo. Certificate or Certificates), or to the previous registered owner in case only a portion of a Certificate is being assigned and trans- ferred, 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 ex- change of Certificates by any registered owner of a Certifi- cate. The Issuer shall pay the Paying Agent/Registrar's 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) Ownership 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 of Certificates, and all replacements of Certificates, as provided in this ordinance. (d) Conversion and Exchange or ReRlacementi Authenti- cAUgn. Each Certificate issued and delivered pursuant to this 1 , ordinance, to the extent of the unpaid principal balance or principal amount thereof, may, upon surrender of such Certifi- cate at the principal corporate trust office of the Paying I F i 10 I F low r 4 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 represen- tatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner or such assignee or assignees, as appropriate, be con- i verted 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 integ..-al 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 i payable in installments, and each such Certificate shall have a li principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Certificate is being exchangedt 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 as- signed 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 ether 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 of this thereof as permitted or required by any provision 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 j payment date next preceding the date on which such substitute Certificate was so authenticated, unless such Certificate is 11 a I 1 I i J 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 delivery 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 conver- sion 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: r "PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate has been I 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. 46 NCNB TEXAS NATIONAL HANK, FORT WORTH, TEXAS Paying Agent/Registrar { Dated By 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 Certif- icate 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 Certif- icate or portion thareof, 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. Tux. Civ. St. Art. i 12 ff P I I 717k-6, and particularly Section 6 thereof, the duty of conver- sion 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 Authentica- tion 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 Certif- icate which originally was issued pursuant to this ordinance, approved by the Attorney General, and registered by the Comp- troller 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 Certif- icates or any portion thereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next followin3 principal or interest payment date, or, (ii) with respect to any Certificate or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. (e) In General. All Certificates issued in conversion and exchange or replacement of any other Certificate or portion thereof, (i) shall be issued in fully registered form, without interest coupons, on such Certificatestobei payable principal ito the a registered interest owners thereof, (ii) may be transferred and assigned, (iii) 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 pay- able, all as provided, and in the manner required or indicated, in the FORM OF SUBSTITUTE CERTIFICATE set forth in this Ordi- nance. (f) pavment of_Fees. and Chacaes. 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 cervices with respect to the payment of the principal of and fees interest charges of theCertificates, when due, and (ii) pay the Agent/Registrar for services with respect to the transfer of onand registration exchangeCertificates of i Certificates solely to respect he extnt aboe i'~ si provided in this Ordinance. i V -Flow i (g) ubstitute _Ea-t1.rcl tsar' The Issuer covenants with the registered owners of the certificates that at all times while the Certificates are outstanding thetIsster bank, will provide a competent and legally qualified to act as and company, financial institution, or other agency perform the services of Paying Agent/ Registrar for the certifi- cates under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, to theAgent/Registrar its days option, wrchange the itten notice Paying Paying t Agent/Re than 120 gistrar# to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that its the entity at any time acting a Y g Agent/Registrar successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants qualified that promptly it will appoint a competent and legally ktrust gent/Registrar financial under institution, this o Ordinance. Upon agency act as Paying any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Regis- tration Books (or a copy thereof), along with all other perti- nent books and records relating to the Certificates, to the Issuer now Paying Agent/Registrar designated and appointed by the Upon any vhange 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 mail, first-class postage the prepaid, which notice also shall give the address and perfow Paying Agent/Registrar. By accepting the position ing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a cer- tified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Section FORM OF SUBSTITUTE CERTIFICATES. The form of all Certific_ces issued in conversion and exchange or replace- ment 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 missions, or insertions ~as are t permittedoorirequiredabyothi o s Ordinance. 14 INV-._-_ -T - t T r` l i FORM OF SUBSTITUTE C~tTIFICATE NO. UNITED STATES OF AMERICA PRINCIPAL AMOUNT STATE OF TEXAS $ COUNTY OF DENTON CITY OF DENTON CERTIFICATE OF OBLIGATION SERIES 1989-A l ;NTEREST RATK MATURITY DATE CUSIP N0. Jll ON THE MATURITY DATE specified above the CITY 0'i' DEN'rON, in Denton county, Texas (the "Issuer"), being a 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 amou;lt of and to pay interest thereon, calculated on the basis of a 360-day year composed of twelve 30-day months, from OCTOBER 1, 1989, to the maturity date specified above, at the interest , rate per annum specified abovel with interest being payable on JULY 1, 19n0, and semiannually on each JANUARY 1 and JULY 1 j thereafter, except that if the date of authentication of this Certificate is later than JUNF, 15, 1990, such principal amount shall bear interest from the interest payment date next preced- ing the date of authentication, unless such date of authentica- tion 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 NCNB TEXAS NATIONAL BANH, FORT WORTH, TEXAS, which is the "Paying Agent/Registrar" for this Certificate. The payment of interest on this Certifi- cate shall be made by the Paying Agent/Registrar to the regis- tered 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 f the Certificates (the "Certificate ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter i I 15 I ~ I J provided; and such check 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 the address of the registered owner, as it appeared on the 15th 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 cove- nants 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 r funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or inter- est 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 Satu a 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 Certificttes initially dated OCTOBER 1, 1989, authorized in accordance with the Constitution and laws of the State of Texas in the princ- ipal amount of $1,550,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGATIONS TO BE INCURRED ` (1) PURSUANT TO A CONTRACT OR CONTRACTS FOR THE CONSTRUCTION AND EQUIPMENT OF A MUNICIPAL GARAGE, (2) PURSUANT TO A CONTRACT FOR THE PURCHASE AND INSTALLATION OF A MUNICIPAL TELEPHONE SYSTEM, AND (3) PURSUANT TO A CONTRACT FOR THE PURCHASE OF ,A MUNICIPAL GEOGRAPHICAL COMPUTERIZED INFORMATION (MAPPING) i SYSTEM; 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 CONNECTIO11 WITH SUCH PURCHASES, INSTALLATION, AND CERTIFICATES OF OBLIGATION. i THIS CERTIFICATE OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned and shall be trans- ferred only in the Registration Books of the Issuer kept by the C ' 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 i 16 i V instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidenc- ing 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 .nd 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 Certifi- cates), 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 j shall pay any taxes or other governmental charges required to be paid with respect thereto. The paying Agent/Registrar shall noc 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 Certifi- cate 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 Certifi- cats 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 a 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 f I 17 1 I i I I 1' THE STATE OF TEXAS COUrl'rY OF DENTON CITY OF DENTON NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF QENTON. TEXAS THE CITY OF DENTON, in Denton County, Texas, hereby gives notice of its intention to issue CITY OF DENTON CERTIFICATES OF OBLIGATION, in accordance with the Certificate of Obligation Act of 1971, as amended and codified, and other applicable laws, in the maximum principal amount of $1,550,000 for the purpose of paying all or a portion of the City's contractual obligations to be incurred (1) pursuant to a contract or ~ contracts for the construction and equipment of a municipal garage, (2) pursuant to a contract for the purchase and installation of a municipal telephone system, and (3) pursuant to a contract for the purchase of a municipal geographical computerized information (mapping) system, and also for the purpose of paying all or a portion of the city's contractual obligations for professional services of engineering, attor- neys, and financial advisors in connection with such purchases, '.nstallation, and Certificates of Obligation. The City proposes to provide for the payment of such Certificates of f Obligation from the levy and collection of ad valorem taxes in the City as provided by law, and from certain revenues derived V by the City from the ownership and operation of the City's Utility System (consisting of the City's combined waterworks i system, sanitary sewer system, and electric light and power system). The City Council of the City tentatively proposes to authorize the issuance of such Certificates of Obligation at a meeting commencing at 7:00 p.m. on the 24th day of October, 1989, in the City Council room at the Municipal Building (City Hall), Denton, Texas, CITY OF DENTON, TEXAS 1 By Jennifer K. Walters, City Secretary I i I I J r t charges for transferring, converting, and exchanging any 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 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 following principal or interest payment date. IN THE EVENT any Paying Agent/Registrar for the Certifi- cates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate k 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 things 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 laws 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 laws and that, together with other parity 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 attid operation of the City's Utility System (consisting of the City0s 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 i Ltility System, on a parity with, or with respect to said revenues, superior in lien to, this Certificate. 1 18 i a f i 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. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the facsimile signature of the Mayor of the Issuer and countersigned with the 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. f (facsimile signature) (facsimile signature) City Secretary, Mayor, City of Denton, Texas City of Denton, Texas (CITY SEAL) FORM OF PAYING AGENT/REGISTRAR'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 I 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. NCNB TEXAS NATIONAL BANK, FORT WORTH, TEXAS Paying Agent/Registrar Dated By Authorized Representat ve FORM OF ASSIGNMENT, ASSIGNMENT I j FOR VALUE RECEIVED, the undersign6d registered owner of t this Certificate, or duly authorized representative or attorney i i ' 19 1 J i~ ti Eq Y thereof, hereby assigns this Certificate to (Assignee's Social sprint or typewrite Ass gnee'a name and Security or Taxpayer address, including zip code) Identification Number and hereby irrevocably constitutes and appoints attorney tc transfer the registration of this Certificate on' the Paying Agent/Registrar's Registration Books with full power of substitution in the premises. Dated: Signature Guaranteed: I NOTICE: This s gnature musk be Reg stated Owner guaranteed by a member of the NOTICE: This signature must New York Stock Exchange or a correspond with the name of commercial bank or trust the Registered Owner appear- company. ing on t:e face of this Cer- tificate. 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 l Sinking Fund shall be kept separate and apart from all other 11 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 P 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 i i I 20 1 I i ^ t i s Certificates as a sinking fund each year); and said tax shall be based on the latost approved tax rolls of the Issuer, 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 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 valorei 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 ereby pledged for such payment, within the limit prescribed by h law. Section 9. SURPLUS REVENUES. The Certificates addi- tionally shall be payable from and secured by surplus revenues, i to the extent hereinafter permitted, derived by the Issuer from the ownership and operation of the Issuer's Utility System E (consisting of its combined waterworks system, sanitary sewer E system, and electric light and power system) remaining after (a) paymei:t of all amounts constituting operation and main- tenance 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 here- after authorizing (i) all bonds and (ii) all other obligations not on a parity 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 S 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 depos- ited 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 parity 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 parity with the certificates and any other then outstanding parity f obligations, with the Certificates and all such additional i 21 t parity 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 parity 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 Reve- nues as described above. The Certificates are on a parity with that issue of City of Denton Certificates of Obligation, Series 1987-A, as permitted in ordinance No. 87-108, passed on June 16, 1987, authorizing samet and it is hereby found and deter- mined that none of the above defined Surplus Revenues have been used to pay any principal and/or interest on said City of Denton Certificates of Obligation, Series 1987-A. Section 10. DEFEASANCE OF CERTIFICATES. (a) Any Certif- icate and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Certificate") within tho meaning of this ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Certifica+e, plus interest thereon to the due e been ereof, made or (ii) caused have a in been date I either accordancewith the shall h provided for on or before such due date by irrevocably deposit- ing 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 rain- Vestment, 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 r'.aemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate an the interest thereon shall no longer be secured by, payable provided of, in the ad valorem taxes this Ordinance, and such idplto the edged as benefits levied and principal and interest shall be payable solely from such money or Government Obligations. (b) Any moneys so deposited with the Paying Agent/Regis- trar may at the written direction of the Issuer also be in- vested in Government Obligations, maturing in the amounts a 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 such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. 22 1 } i d I h (c) The term "Government Obligations" as used in this Section shall mean direct obligations of the United States of America, including obligations the principal Uof and nited St tees ofn which are unconditionally guaranteed 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 DefeasAqden*Certificates shall have ./Registrar shall perform become due and payabl9, the Paying services of Paying Agent/Registrar for such Defeased Certifi- cates the same as if they had not been defeased, and the issuer as required arrangements by this Ordinance. and pay i s shall ervices make Section 11. DAMAGED, MUTILATED, LAST, STOLEN, OR DE- STROYE0 CERTIFICATES. (a) ReDldrpmnnt certificates. In the l event any outstanding Certcate 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. Applida- (b) Avolication far Replacement W1i.E.l9At"• tion for replacement of damaged, ilated lost the registstolen, o r destroyed Certificates shall be made by 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 Payingd Agent/Registrar such esecurit them by them to save ch of indemnity as may be require 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 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. (o) u., nefxtstt OccurrgSi. Notwithstanding the foregoing provisions of this section, in the event of any such Certifi- cate shall have matured, and no default has occurred which is 1 then continuing in the payment of the principal of, or interest on the certificate, the Issuer may authorize the payment of the i same (without surrender thereof except in the case of a damaged ' or mutilated Certificate) instead of issuing a replacement I 23 M Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for issuing Replacement Certificate-4. 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 proportion- ately with any and all other certificates duly issued under r--1 this Ordinance. (e) Authority for issuing ~R placement Certificates.. In accordance with Section 6 of. Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section of this Ordinance shall constitute author- ity 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 4 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 i~ the form and manner and with the effect, as provided in Section 6(d) of this Ordinance for Certificates issued in conv-rsion and exchange for other certificates. ' Section 12. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; CERTIFICATE COUNSEL'S OPINION, CUSIP NUMBERS, AND J INSURANCE. The Mayor of the Issuer is hereby authorized to I have control of the Initial Certificate issued hereunder and all necessary records and proceedings pertaining to the Initial Certificate pending its delivery and its investigation, exami- nation, and approval by the Attorney General of the State of I Texas, and its registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the j 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 facsimile, on the initial certificate. 4 The app-loving legal opinion of the issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be I printed o,. the Initial Certificate or on any Certificates issued and delivered in conversion of and exchange or replace- ment of any Certificate, but neither shall have any legal effect, anti ,.nall be solely for the convenience and information 24 I 1 Or low I j e ' of the registered owners of the certificates. If insurance is obtained on the Certificates as provided in the Notice of Sale and Bidding Instructions and Official Statement hereinafter described, the Initial Certificate and all other Certificates shall bear an appropriate legend concerning insurance as provided by the insurer. 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 includ- able 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 (less amounts deposited to a reserve fund, if any) are used for any "private business uss", as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not re- ceived by the Issuer, with respect to such private busi- ness 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 (less amounts deposited into a reserve fund, used for if then the "r5 percent is elated" and not business amount use" in which excess is of o "private "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 inter a reserve fund, if any) is directly or Ir indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; r-i) to refrain from taking any action which would 1 otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 141(b) of the Code; I 25 V F a k P[ r I (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; I (f) to refrain from using any portion of the pro- ceeds 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 r higher yield over the term of the Certificates, other than investment property acquired with (1) proceeds of the Certificates invested for a j reasonable temporary period of 3 years or less until L such proceeds are needed for the purpose for which r the Certificates are issued, (2) amounts invested in a bona fide debt M service fund, within the meaning of section j 1.103-13(b)(12) of the Treasury Regulations, and M ! (3) amounts deposited in any reasonably re- quired reserve or replacement fund to the extent such I amounts do not exceed 10 percent of the proceeds of J 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 certifi- cates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relat- ing to advance refundings); (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 j the United States of America, not later that 60 days after I 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; and (i) to maintain such records as will enable the Issuer to fulfill its responsibilities under this section and section 148 of the Code and to retain such records for at least six years following the final payment of princi- pal and interest on the Certificates. 1 I II 26 { It is the understanding of the issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations orulingstheretogatIn by ethe vent that Department of the Treasury pursuant regulations or rulings are hereafter prolic ble to the Certifi- or expand provisions of the Code, as is comply with any cates, the Issuer will not be required covenant contained herein to the extent that such modification or expansion, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In ter promulgated which event impose additional requirements which are es to applicable to the Certificates, the theuextentenece sary,plin with the additional requirements the opinion of nationally-recognized bond counsel, to preserve the Code of interest on the the Certificatesnunfrom federal der section 103 of income and shall F C Tdelivered nitoial Section 14. SALE OF INITIAL Certificate is hereby sold _ for cash for the par value thereof and accrued nterItttigthereon herebytofficiallydfound' deter- mpremium of S~ i ~ mined, and declared that the Initial Certificate has been sold l Notice of at public sale to the bidder offering pursuant to can Oefi in erect cost, after receiving sealed bids Sale and Bidding Instructions and Official Statement dated October 10, 1989, prepared and distributed in connection with the sale of the initial Certificate. Said Official Notice of Sale and supplement, orc amendment thereto h ve ebeen,anddare hereby approved by y addenda, the Issuer, and their use in the offer and sale of the Certificates is hereby approved. It is further the and officiall econtained ind sdeclared aid Officialt N taco of statements Sale and re spects, toe the beat knowledge eanddbelief cofithe City C uncil- and the issuer. { Section 15. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. I Interest earnings derived from the investment of proceeds from the sale of the Initial Certificate shall be used along with other proceeds for the construction of the improvements and purchases for which the Certificates are issued; provided that ' after completion of such improvements and purchases, if any of { j such interest earnings remain on hand, such interest earnings Pere Sinki. is fu that sanan interest eaurnin s on shall be rovided, hove er, i further p certificate proceeds which are required to be rebated to the United States of America pursuant to Section 13 hereof in order 27 i i r 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 thq rjrposes of this section. Section 16. FURTHER PROCEDURES. The Mayor of the Issuer, the City Secretary of the Issi;er, and all other officers, employees, and agents of the Issuer, and each of them, shall be ,nnd 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 ---1 out the terms and provisions of this Certificate Ordinance, the Certificates, the sale of the Certificates, and the Notice of Sale and Official Statementi and the Director of Finance of th3 City shall cause the expenses of issuance of the Certificates I to be paid from the proceeds of sale of the initial Certifi- cate. 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. C , I I 28 LJ f iI 1 - AT-AL for launch MIGHT 31 Shuttle ready with Jupiter-bound ,e a~ craft pUota testa, pow Earth By Howard Benedict apacecrafR" said ciayne Yea.es, is>dfcatorthatabowaairspeed, U.m. Uftoff wag pumping OM "It is the Rolls-Royce of era na vlBation aide ouch as the J1PAeroepaawriter oneotthemiadonma°agen. reased Cape Canaveral. Fla. - Hun• The shuttle and lts t3 liit The countdown Drog astronauts were Scheduled normally as the la hall a drede of armed tecurlty tl ~ moor, of )yquid Oxygen patrolled Against anti-nuclear off at scheduled •fa 1Dast Thursday but° more trespassers ae the shuttle Atlantis rom. into Atlantis' ex• engine was fueled for thte af-owered one ~ mausno°•d and d to ~hydrogen at 4:07 A.m. Fueling launch with its plrlonlum pov ~ replaced. was completed at about 8:45 a.m., for RW- Gam =proobebltualG en U ; hate Monday, a faulty naviga about 15 minutes ahead of ve trd sophisticated lieu! unit wan rePtaced without tched~e, moat expensl any delay, said NASA. Weather foreeusta were favor- unmanned spacecraft ever built cappuooaing able, with an 60 probe. and lo expected W Biv b of dlepiay mdriver eunit, an electro°le bllityoffairWasitlaunchtime• loot yet at the mysteries box in a console between the another planet. • Int X begins three-part s"" ertw tax rollback issue on prop l U and three Giber. Voting booth loc id", o.asna+t In voting On ,~t,,~tedfed courts. Mj ~..~,~~,1~090 to Only & lew eacb, ude: E Issue$ thel) involved entonCountYDroPe~ tal Today's behlttd the ~ ton srlne 0owrnment Center. too N. Vauy hruvm, ReetrkieC to tloroeoo • rollback issue and blase C OG* thehis c ngItprogosedamend- County rollbackelectionsetfor ;;nonce 20, 2w 3M. 3J. 3K 3t, 3M, . Mtert~tl menu to theTexss Constitution Nov. 7. 3K 3P, 3R 37CoMWMMaIn be the focus of a three-part Explanotions Of the 31 • rev rkw tort C tackkv on . will 16 Sala in the Dento Rftvrd' „roofte°tstotheTexAACoo- bYreet Restricted to !A 1a LMeabM which begs today on a"GICK atltutloowill beprinted 'AWe 0The C*M coraTM^ent caner pagellA. wbo DentooRerord'Cltro de 6301 MOM SL Restricted a prrckrce MONek flentoo County residents, Thursday in the Lot of the 26.20.20.2N, 29.2V B a 6113 t f may cast their absentee votes N. JO beginning at 9 a.m.Wddnesday, An ~y registered voters will be to VW r% ~ 2 . 2j .mom will be offered an htdeplh look ~,d to vote absemfee from 9 e tx L Tv t o0 at the prM and cons of rollback a.m. to 4:30 p.m. weekdays Is A* s of vN t*W4 preckXA s watfa elections and the its of such Nov, 3. Polls WM be era Texas 3TT and Jrn•s 6ve.t n electiotsinother {rom9a:m.to5p,m.0o Roenowa, Ra.ttrtcM to txec~ncts 3A. Voters' decision 60 whether to t~Sawrdaye, Oct, 31 and Oct. 29. 36.30. 30.3£ 30 W 33, "Rat refund 115 50 miL 6 to those Eight abuatee PO" p~" IS x+6'21tof tM ur Sea precinct 6 Ism who pdd property taxes in 1966 ineladmg L; iot eto pwWO up e. 4Ca v4 des t l will mark the resolution of a am st~ St, which Is 4 and t ! ear-old Issue that started a to voters from Any M% 301 "0 c o M 1 whencamrminl~gyincressed op dam f ta:ca W percent to fund • p~OC~ I li 1 l , I