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HomeMy WebLinkAbout1977-2RESOLUTION AUTHORIZING EXECUTION OF AN UNDERWRITING AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND GOLDMAN, SACHS & CO., DILLON, READ & CO. INC. AND STEPHENS, INC THE STATE OF TEXAS : COUNTY OF DENTON CITY OF DENTON WHEREAS, It lS necessary and advisable that the City of Denton, Texas (the "City") enter into an Underwriting Agree- ment with Goldman, Sachs & Co., Dillon, Read & Co. Inc., and Stephens, Inc. with respect to certain bonds. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS Section 1. That the Mayor and City Secretary are author- lzed and directed, for and on behalf of the City, to date, sign, seal, and otherwise execute an Underwriting Agreement between the City and Goldman, Sachs & Co., Dillon, Read & Co Inc., and Stephens, Inc. in substantially the form and sub- stance attached hereto and made a part hereof. Upon executIon and delivery, such Underwerltlng Agreement shall constitute a binding and enforceable agreement of the City in accordance with its terms. Section 2. The Mayor and City Secretary of the Cltt, the City Manager of the City, and all other officers of the City are hereby authorized to execute and deliver such other instruments, certificates, documents, or papers, and approve changes in the Underwriting Agreement and the Official Statement relating to the Bonds described therein, as they may deem advisable, and to take such further action as such officers may deem advisable or appropriate in connection with the matters and transactions referred to in or contemplated by the Underwriting Agreement CERTIFICATE FOR RESOLUTION AUTHORIZING EXECUTION OF AN UNDERWRITING AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND GOLDS~AN, SACHS & CO., DILLON, READ & CO INC AND STEPHENS, INC. 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 sald City convened in REGULAR MEETING ON THE 21ST DAY OF MARCH, 1978, at the Municipal Building (City Hall), and the roll was called of the duly constituted officers and members of said City Council, to-wit: Brooks Holt, City Secretary Ellnor Hughes, Mayor Blll Nash Dick Stewart Joe Mitchell Mary Claude Gay and all of sal~ persons were present, except the following absentees. ~m , thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting a written RESOLUTION AUTHORIZING EXECUTION OF AN UNDERWRITING AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND GOLDMA/~, SACHS & CO , DILLON, READ & CO. INC AND STEPHENS, INC. was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Resolution be adopted; and, after due discussion, said mo- tlon, carrying with it the adoption of said ResolutIon, pre- vailed and carried by the following vote: AYES:Ail members of said City Council shown present above voted "Aye". NOESNone. 2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate, that said Resolution has been duly recorded in said City Coun- cil'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 adoption of said Resolution; 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 Meet- lng, and that said Resolution would be introduced and consIder- ed for adoption at said Meeting, and each of sa~d officers and members consented, in advance, to the holding of said Meeting for such purpose; and that said Meeting was open to the public, and public notice of the tl~e, place, and purpose of said Meet- lng 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 Resolution; that the Mayor and the City Secretary of said City have duly signed sa~d Resolution; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall consti- tute the signing of the attached and following copy of said Resolution for all purposes. City S~cretary Mayor ~ SEAL) 19,255,000 CITY OF DENTON, TEXAS Electric System Revenue Refun&ng Bonds, Ser~es 1978 UNDERWRITING AGREEMENT UNDERWRITING AGREEMENT dated March 21, 1978 between the CITY OF DEN~ON, Texas City") and GOrX>MAN, Sac:~s & Co, D~LLO~, R~:Ar~ & Co INC and ST~:P>mNs, INC (the ' Underwriters ), for whom GoI~ma^i'L S~.cHs & Co will serve as the manager (the Manage ) This Ut derwntmg Agreement is made and entered into in respect of the authorization, issuance and sale by the ( ~ty, and the purchase by the Underwriters, of $19,25~,000 aggregate principal amount of "City of Denton I~ lectrm System Revenue Refunding Bonds, Series 1978" more fully described m the Official Statement he mafter mentioned (the "1978 Bonds") to be issued by the City Executed and dated as of the date of this lnderwrmng Agreement, and attached and made a part hereof, is the Officml Statement, as such is herelnafte~ defined, relating to the 1978 Bonds 1 Commit alent. a) Up, m execution of this Underwriting Agreement by the City and the Manager, on behalf of itself and the othel Underwriters, th~s Underwriting Agreement shall be m full force and effect m accordance with its terms and shall be bmdlng upon the C~ty and the Underwriters b) Co~.currently with the execution of this Underwriting Agreement, the Manager, acting on be- half of the 1. 'nderwrlters, has delivered to the City a certified or official bank check payable to the order of the City in l he amount of $192,550 as security for the performance by the Underwriters of thmr obhgatnm to accept ant pay for the 1978 Bonds at the Closing (as such term is hereinafter defined) m accordance with the p visions of this Underwriting Agreement Smd check shall be held uncashed as security and concurrentl with the delivery of and payment for the 1978 Boods at the Closing shall be returned to the Manager I pon the failure to deliver the 1978 Bouds at the Closing or ff the conditions to the obhga- tlons of the Underwriters contained herem are not satisfied, or ff such obligations are terminated for any reason perm tied by th~s Underwriting Agreement, such cheek shall be mm~e&ately returned to the Man- ager In th.~ event the Underwriters fall (other than for a reason permitted pursuant to this Under- writing Agr, ement) to accept and pay for the 1978 Bonds at the Closing, such cheek shall be cashed by the City, and th, amount thereof retained by the City as and for full hqmdated damages for such failure and for ny and all {.efaults hereunder on the part of the Underwriters, and the cashing of such check shall constitute a full releas, and discharge of all clanns and rights hereunder against the Underwriters 2 Purcha le, Sale and Closing 1978 B mdx On the terms and condmons set forth herein and in the Official Statement the Under- writers will jointly and severally purchase from the City, and the City will sell to the Underwriters, the 1978 Bonds at an aggregate purchase price of $18,898,782 50 plus interest accrued from March 15, 1978, to and thror h the day preceding the Closmg Purcha, re Obh#atwn The Underwriters are jointly and se;erally obligated to purchase all of the 1978 Bonds ~f an~ of the 1978 Bonds are purchased The part~eq bereto anderstand and agree that no 1978 Bonds will be lsstled, sokl or purchased uuless all the 1978 Bo]~d~ are issued sold and lmrcbased Payment for the Bonds The Underwriters shall pay for the 1978 Bonds at the Closing by an offimalbankcheckpayableinFederalFundstotheorderoftheCity Clos~n# and Delivery The Closing (the 'Closing") wdl be held at the offices of Manufacturers Han- over Trust Company, 40 Wall qtreet, New York, New York, at 10 00 A,M local time on March 30, 1978, or at such other place or at such other date or tmle (not later than April 17, 1978) as may be agreed uponbythepart,es hereto The 1978 Bonds wall be dehvered m New York, New York, ~n definmve coupon form n $5,000 denonunatious and tile 1978 Bonds wdl be made avadable to the Manager for inspection and packagingatleast18bourspriortotheClosing' E.~penses All costs and expenses of the City m connection w~th the authorization, issuance, sale and dehvery of the 1978 Bonds and the otbe~ ~tems berem specified to be delivered to the Underwriters shall be paid for by, or prov~smn for payment made by, tbe City Such provision for payment shall include paymentfromtheproceedsofthe1978BondsSa~d costs and expenses shall include the costs of printing the 1978 Bonds, the Prehnunary Official Statement (as hereinafter defined) the Offimal Statement (as hereinafter defined), and thru Underwriting Agreement, ~n all cases in reasonable quantities, the fees and charges of anyconsultants, advisors, auditors and bond rating agencms, the fees and expenses of Bond Counsel and anyspecmlcounseltotheC~ty m connection with the transactmns hereto contemplated, and the costs (includingcounselfees) of prepanng the Legal Investment Survey Fxcept as ~ndmated above, all other expensesoftheUnderwriters, mclu&ng travehng and other expenses, shall be paid by the Underwmers 3 Background a) The C~ty by an orchnance (tbe "1978 Ordinance") of ~ts C~ty Council adopted on the date of th~s Underwriting Agreement has authorized the ~suance and sale of tbe 1978 Bonds The 1978 Bonds are beingssuedforthepurposeofrefundmg ~ts presently outstanding Electric Revenue Bonds m the aggregate principalamountof $I6,902,000 b) The 1978 Bonds are ~ssued under the provis~ons of Vernon's Ann Tex C~v St Article 1118n-12, as amended (the "Act") and under the provmmns of the 1978 Ordinance c) A Prehmmary Officmi Statement dated March I1, 1978 (the "Prehm~nary Offimal Statement"),has been prepared for use ~n the offering of the 1978 Bonds When sues Prehmlnary Official Statement has been approved by tbe City as to finql form which such approval shall be as of the date of th~s UnderwmmgAgreement, sucb shall become the final Offimal Statement relating to the i978 Bonds (whmh, together w~th the cover page and all exlnb~ts, reports and statements Included thereto or attached thereto, ~s hereto called the Officml Statement" ) The C~ty authorizes and approves the use of the Prehmmary Official Statement and the Official Statement,and the use of cop~es of the 1978 Ordmance, tbe Escrow Agreement referred to in the 1978 Ordinance the "Escrow Agreement"), the Trustee Agreement referred to in the 1978 Ordinance (the "Trustee Agree-ment'') and the Series 1978 Retirement Trust Agreement referred to in the 1978 Ordinance (the "Series 1978 Retirement Trust Agreement"), ~n connection w~th the pubhc offenng and sale of the 1978 Bonds d) rhe respective Independent pubhc accountants, counsel and advisors referred to in th~s UnderwritingAgreementare Bond Counsel McCall, Parkhurst & Horton, Dallas, Texas Specml Tax Counsel to the C~ty Haynes & M~ller, Washmgton, D C Acconntant~ ~Mexander Grant & Company Financial Advisors F~rst Southwest Company, Dallas, lexas Counsel to the Underwriters Wood & Dawson, New York, New York 4 Representations of the C~ty a) The C~ty acknowledges that the City will sell the 1978 Bonds to the Underwriters, md that the Underwriters wall jointly and severally purchase from tile City thc 1978 Bonds and will make a pubbc offeringofsuch1978Bondsmrehanceupontherepresentatmnsandcovenantsheretosetforth 2 bi Tbe City, represents that ii The C~ty is and wdl be at the Closing duly (~rgamzcd and ex~stmg as a c~ty m the State of lexas w!th the powers and authortty, among others, set forth m the Act n) When dehvered to and prod for by the Underwriters at the Closing, the 1978 Bonds (A) w~ll have been duly authorized, executed, ~ssued and dehvered m conformity w~th tbe Act aud the 1978 OrdinanCe, and be entitled to the benefit and security thereof, and (Bi will constitute vahd and binding special obhgat~ons of the City of the character referred to m the Act mi The adoption of the 1978 Ord~nauce, the execution and delivery of th~ Underwrmug Agree- ment, the Officml Statement, the Esclow Agreement thc 1 rustee Agreement and the benes 1978 Retue- ment Trust Agreement, and the execunou and dehve~y of the 1978 Bonds, and the consummation of the transactions contemplated thereby and hereby, and the ¢omphance w~th the prowslons thereof and hereof under the mrcumstances coutemplated thereby and hereby, x~l[ not conflict w~th or constitute on the part of the City a breach of or a default under any agreement or tnst~ument to which the C~ty is a party or any exlstmg law, administrative regulation, court order or consent decree to whmh the C~ty Is subject 0vi Both at the tm~e of the execution of th~s Underwrmug Agreement by the C~ty and at thc Closing, subject, however, to the provisions of Section 6(c) hereof the statements and mformat~on contained In the Officml Statement are and wdl be true, correct and complete tn all mater~al respects, and the Officml Statement does not and xx~I1 not otmt any statement or reformation whmh is necessary to make' the statements and mformat~on thelem, m the hght of the circumstances under which they were made, not m~sleadmg m any material respect vi The financial statements included ~n the Officml Statement have been prepared m all material respects on a consistent bas~s, and present fairly the financml poslt~on of the C~ty and the results of the operation of the C~ty and the City's Electrm Light and Power System at the dates and for the penod~ indicated v~) The City agrees to indemnify and hold harmless the Uode~wrlters, any member, office~, official, or emplgyee of the Underwriters, and each person, if any, who controls the Underwmers within the meamn~ of Section 15 of the Securities Act of 1933, as amended, against any and all losses, clam~s damage~, hablhtms or expense whatsoever caused by any untrue statement m m~sleadmg statement o~ alleged misleading statement of a material fact ~elat~ng to the C~ty contained ~n the Officml Statement, or caused by any omission or alleged omlssmn from the Officml Statement of any ~natenal fact relatlug to the C~ty requned to be stated therein or necessmy in order to make the statements made therein, in the light of the circumstances under which they ~vete made not tmsleadmg c) The City represents that, except as d~sclosed in the Official Statement there are no pending legal, administrative or judicial proceedings of whmh the City ha~ knowledge to wlnch the C~ty ~s a patty contesting tl~e corporate emstence or powers of the C~ty w~th respect to the obligations of the C~ty under the 1978 Orc~mance, the Escrow Agreement, the Trustee Agreement tbe Series 1978 Retirement Trust Agree- ment ol the1978 Bonds, or, (n) contesting or affecting the tuthortt~ for the ~ssttance of, or tbe security for, the 1978 Bonds, or seeking to restrain or enjoin the issuance or the debvery of the 1978 Bonds, or, (mi contest- mg or affecting the validity of the 1978 Bonds, the 1978 Ordinance, the Escrow Agreement, the Frustee Agree- ment, the Series 1978 Ret:rement Trust Agreement or th~s Underwriting Agreement, or, 0vi seeking to restrain or enjoin the collection of the income or revenneb avadal/le ot pledged uoder tbe 1978 Ordinance d) rl b? City represents tbat the 1978 Ordinance, the Escrow agreement, the Trnstee Agreement and the Serms 1978 ~et~rement Trust Agreement are and at the (_losing will be m full force and effect m accordance with their terms and, as of the Closing, will not have beeu amended, mocbfied or sopplemented by the C~ty except as the Offic:al Statement shall chsclose and as shall ha~e been lgleed to m writing by the Manager, and tbere shall have been duly adopted and there shall be m full force and effect suth resoluttons and or(hnances as, m the olnm~n of Specml Tax Counsel to the City m Bond (onnsel, sllall he neces~aD m connection with the traosactmns contemplated hereby 3 5 Manager's Representation Upon the authorization by the Manager of the release of the 1978 Bonds, the Underwriters propose to offer the I978 Bonds for sale upon the terms and conditions set forth In the Official Statement The Manager represent, and it is understood by the parties hereto, that the Manager's authority hereunder is pursuant to the authority granted the Manager by an Agleement Among Underwriters respecting the purchase and sale of the I978 Bonds, signed counterparts of wlnch, to the extent practicable and upon request, are available to the City for examination, but without warranty on the part of the Manager as to the authority of the signatories thereto 6. Covenants of the C~ty The City hereby covenauts that a) The proceeds from the sale of the 1978 Bonds will be used or applied as is provided m the 1978 Ordinance, the Escrow Agreement, the I rustee Agleement, the Official Statement and hereto b) The City will cooperate m qualifying the 1978 Bonds for offering and sale under the "Blue Sky" or other securities laws of those states designated by the Manager, provided, however, that the CityshallnotberequiredtoconsenttoserviceofprocessmanystateorplacewheresuchisnotprovidedbythelawsoftheStateofTexas c) The City will promptly notify the Manager of any material change m the affairs or financial condmon of the C~ty or the C~ty's Electric Light and Power System which may occur prior to the Closing After such notification, if, in the opinion of the C~ty, the Manager or Counsel to the Under- writers, a change would be required m the Official Statement in order to make the statements therein true and not nnsleadmg or Incomplete m any material respect, then such change will be made and the Official Statement as so amended will be supplied to the Manager for distribution Thereafter, all refer- ences in th~s Underwriting Agreement shall refer to the Official Statement, as so amended 7 Condmons of the Purchasers' Obhgataons The obligation of the Underwriters to purchase the 1978 Bonds is subject to the fulfillment of the following condmons at or before the Closing Should the following conditions not be fulfilled in respect of the 1978 Bonds, the obligations of all the Underwriters under this Underwriting Agreement shall terminate and neither the C~ty nor the Underwriters shall have any further obligation hereunder, except that the check referred to in Section l(b) hereof shall be returned by the City to the Manager a) q_he City's representations contained in Section 4 hereof shall be true at and as of the tnne of the Closing, and shall be confirmed at the Closing by certificates, iii form and substance satisfactory to the Man- ager, signed by the City Attorney or by other appropriate officials of the City acceptable to the Manager b) There shall be delivered to the Manager at or prior to the Closing four duly executed copies of the Official Statement and four duly certified copies of the 1978 Ordinance, the Escrow Agreement, the Trustee Agreement and the Series 1978 Retirement q rust Agreement c) The City shall not have defaulted m the performance of any of its covenants or obligations hereunder d) The Underwriters shall receive at the Closing 1) An opmmn of Bond Counsel, dated the date of the Closing, in the form and substance as set forth as Appendix C to the Officml Statement, and a fmther opinion, dated the date of the Closing, covering those points outhned in Exhibit A ~\lso, the opnnon of the Attorney General of the State of Texas as to the validity of the 1978 Bonds il) An opinion of Special Tax Counsel to the City, dated the date of Closing, in the form and substance as set forth in Exhibit B In addition, Special Tax Counsel to the City shall deliver their opinion, dated the date of the Closing, m form and substance satisfactory to Bond Counsel, the Underwriters and to Counsel for the Underwriters, to the effect that the 1978 Bonds are not "arbitrage bonds" tinder Sectmn 103(c) of the Internal Revenue Code of 1954, as amended iii) A letter of the Accountants dated as of the Closing confirnung that they ale mdependent public accountants with respect to the City and stating in effect that (A) on the bas~s of specified procedures 4 mclu&ng (1) a reading of the latest available mterlm operating statement of the City, (2) cousuItatmns with officers of the City responsible for financial and accounting matters tnd (3) a reading of the minutes of the meetings of the City, nothing has come to their attention which caused them to believe that (a) for the permd from September 30, 1977 to the date of the latest avadable lnteriln opelatmg statement of the City, as compared with the comparable period fm the preceding year there was any decrease m the Gross Revenues (as such term ~s defined m the 1978 Ordinance) of the City's Electrm System Fund or Net Revenues (as such term is defiued in the 1978 Ordinance) of the City's Electric qystem Fund, and (b) for the period from September 30, 1977 to a date not more than five business days prior to the delivery of such letter, there was au~ decrease in thc Gross Revenues and Net Revenues of the City's Electric System Fund for the period from September 30 1977 to the date of the latest available interim operating statement, and (B) they have read the mformation included ~n the Official Statement concerning the financial affairs of the City's Electric Light and Power System and have compared such reformation with the accounting records of the C~ty from which such reformation was derived and have found them to be m agreement 0v) A letter or letters of the Accountants or such other person, firm, partnership or corporation satisfactory to the Underwriters, Bond Counsel and Special Tax Counsel to the City, dated as of the Closing, as to the accuracy of (1) the ar~thmetmal computations of the adequacy of the maturing prin- cipal amounts of the Federal Securities described m the Official Statement to pay when due to the dale of redernption, the principal, premium and interest on the Electric Revenue System Bonds of the CiD being re;~unded, and (2) the mathematical computations supportmg the conclusion of Special Tax Couusel to the Clty that the 1978 Bonds are not "arbitrage bonds" under ~ectmn103(c) of theIntern'tl Revenue Code of 1954, as amended Suchver~fication of the arlthmetmal accuracy and the mathematical eolnputa-tions shall be based upon ~nformatlon and assumptions supphed by theC~ty through the Iqnanclal Advisors and on interpretations of Section103(c) of the Interual Revenue Code of 1954, as amended, provided by Special Tax Counsel to the City v) An opinion of Counsel to the Underwriters, dated the date of the Closing in form and substancesat~sfact0ry to the Manager e) The Underwriters shall have received such addmonal documentatmn as Specml Tax Counsel to the City, Bond Counsel, Counsel to the Underwriters or the Manager may reasonably request 0) to evidence compliance w~th apphcable law, (n) to evidence thevah&ty of the 1978 Bonds, the 1978 Ordinance, the Escrow Agreement, the Trustee Agreement and the Series 1978 Retirement Trust Agleement, and, (m) to evidence the truth and accuracy, as of the time of Closing, of all representations herein contqmed and the due per-formance or satisfaction by you at or prior to suchtm~e of all agreements then to be performed and all cond~-tions then to be satisfied as contemplated under this Underwriting Agreement f) At ~he Closing, there shall not have been any materml adverse change in the affairs or financial con-dltlon of theC~ty's ElectricL~ght and Power System or the City, taken as a whole, from that described in the Official Statement which, ~n the ludgment of the Manager, makes tt ~nadvlsable to proceed with the sale of the 1978 Bondsl and the Underwriters shall have received a certificate of theC~ty certifying that no material adverse change has occurred, or, ~f such a change has occurred, full mformatmn with respect thereto 8 Events Permitting the Underwriters to Terminate The Uriderwnters may terminate their obligation to purchase tlm 1978 Bonds at any tune before thc Closing If any of the following should occur a) 0) Legislation shall have been enacted by the Congress of the United States, or recommended to iht Congress for passage by the President of the Umted States or favorably reported for passage to either House of the Congress by any Committee of such House, or (u) a decision shall have been rendered by a tourt estab-hshed under Article III of the Constitution of tbe United Stqtes or by the Umted Stites qax Court or ( m)an order, rubng or regulation shah have been issued or proposed by oi ou behalf of the Tleasury Department of the Unttcld States or the Intcinal Revenue Sermce or any other agency of the Umted States, or (iv) a release ol official statement shall have been issued by tbe President of the United States or by the Treasury Department of the Umted States or by the Internai Revenue Servme, the effect of whmh, m any such casedescribedmclause0), (u), (m), or 0v), would be to anpose, d~rectly or indirectly, Federal income taxatmn upon interest received on obhgatlons of the general character of the 1978 Bonds or upon ~ncome of the generalcharactertobederivedbytheC~ty pursuant to the 1978 Ordinance, the Escrow Agreement, the FrusteeAgreementorthebenes1978RetirementTrustAgreementinsuchamannerasmthejudgmentofthe Manager would materially m~pa~r the marketab~bty or materially reduce the market prme of obhgat~ons of the general character of the 197&~Bonds b) Any action shall have been taken by the Secumles and Exchange Commission or by a court whmhwouldreqmreregistrationofanysecurityundertheSecuritiesActof1933, as amended, or the Securities Exchange Act of 1934, as amended, or quabficat~on of any indenture under the Trust Indenture Act of1939, as amended, tn connection w~th the pubhc offering of the 1978 Bonds, or any actmn shall have been taken by any court or by any governmental authomy suspending the use of the Prehnnnary Officml State- ment or the Officml Statement, or any amendment or supplement thereto, or any proceeding for that purposeshallhavebeenmmatedorthreatenedmanysuchcourtorbyanysuchauthority c) 0) A general suspension of trading m securities shall have occm red on the New York Stock Exchange,Inc or (u) the Umted States shall have become engaged In hostlhtles whmh have resulted ~n the declaration,on or after the date of thru Underwriting Agreement, of a national emergency of war, the effect of which, m either case described in clause 0) and (u), ~s, ~n the judgment of the Manager, so material and adverse as to make ~t ~mpractmable or ~nadmsable to proceed w~th the pubhc offering or the dehvery of the 1978 Bonds on the terms and m the manner contemplated m this Underwriting Agreement and the Offiemi Statement d) A general banking moratormm shall have been declared by authorities of the Umted States, the State of New York or the State of Texas 9. Events Permitting the City to Terminate The City may terminate its obhgatmn to sell ami dehver the 1978 Bonds ff between the date the Under- wrmng Agreement ~s executed and the date of the Closing 0) leg~slauon shall have been enacted by the Con- gress of the United States, or recommended to the Congress for passage by the President of the Umted States or favorably reported for passage to e~ther House of the Congress by any Cmmmttee of such House, or (n)a dectston shall have been rendered by a court estahbshed under Amcle III of the Constttutlon of the United States or by the Umted States Tax Court, or (m) an order, ruling or regulatmn shall have been ~ssued or proposed by or on behalf of the Treasury Department of the Umted States or the Internal Revenue Service or any other agency of the Umted States, or (tv) a release or officml statement shall have been issued by the President of the United States or by the Treasury Department of the Umted States or by the Internal RevenueService, the effect of which tn any such case described m clause (0, (ti), (m) or (tv), would he to cause theinterestonthe1978Bondstobesubjecttol~ederal income taxatmn ff issued as contemplated by the 1978 Ordinance, the Officml Statement and hereby 10. Notices and Other Actions Ail notmes, demands and formal actmns hereunder w~II be m wrmng, mailed, telegraphed or delivered to To the City C~ty of Denton 215 East McKmney Street C~mc Bmldmg Denton, Texas 76201 Attentmn C~ty Manager The Underwriters Goldman, Sachs & Co Manacder 55 Broad Street New York, New York 10004 6 11. Miscellaneous. Th~s Underwriting Agreement may bc e×ecutcd by any one or more o£ thc pames hereto m any number of counterparts, each of whmh shall be deemed to be aD original, but all such counterparts shall together consUtutc one and thc same instrument Th~s Underwrmng Agreement will mute to the benefit of and be binding upor1 the pames and their successors, and will not confer any n§hts upon any other person Ail reprcsentatmns and agreements by you m th~s Underwrmng Agreement shall remam operative and ~n full force and effect regardless of any mvest~gatmn made by or on behalf of any of thc Underwriters and shall surmve thc dehvcry of and payment for the 1978 Bonds T~mc shall be of thc essence of th~s Underwrmng Agrcemcnt CITY OF DENTON ATTEST ~ C*ty Secretary SEAL] APPROVED AS TO FORI~ C*ty Attorney GOLDMAN, SACIIS & CO Dm~o~, R~ & Co INC STEPHENS~ INC By GOLDMAN, SACII% & CO Mana#~/ EXHIBIT A POINTS TO BE COVERED IN SUPPLEMENTARY OPINION OF BOND COUNSEL Terms defined m Underwriting Agreement are used here w:th same meanings) 1 The iUnderwriting Agreement has been duly authorized, executed and dehvered by the City and constitutes albmdmg and enforceable agreement of the City m accordance with its terms 2 In its capacity as Bond Counsel, such firm has reviewed the reformation in the Official Statement under the captions, "Refunding", "Sources and Applications of Funds", "Authority and Security for Bonds", Descrlptlom of Bonds", "Summary of Certam Provisions of the Ordinance", "Tax Exemption", "Eligibility as Investments" and "Legal Matters", and such firm is of the opinion that such descriptions conform to the provisions oflthe laws and instruments therein described 3 The/1978 Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the 1978 Otdmance is exempt from qualification as an indenture pursuant to the 'trust Indenture Act of 1939, as amhnded 4 The Escrow Agreement, the Trustee Agreement and the belies 1978 Retirement Trust Agreement have been dtlly authorized, executed and delivered by the parties thereto and constitute binding and enforceable agreements of the part,es thereto in accordance with their terms 5 Tl~el City's Outstanding Electric Revenue Bonds described in the Official Statement are no longer outstanding,~ under the ordinance, do not have any further lien or charge on the revenues of the City's Electric Light and Power System and are payable solely from the moneys and securities held under the Escrow Agreement 6 The issuance of the Bonds will not affect the exemption flora Federal taxation of interest on the Outstanding Bonds described in the Official Statement A-1 EXHIBIT B FORM OF THE OPINION OF SPECIAL TAX COUNSEL TO THE CITY LETTERHEAD OF HAYNES & MILLER] Closmg Date] CITY OF DENTON, TEXAS Electric System Revenue Refunding Bonds, Series 1978 Non-Arbitrage CertlfiefltlO~i OpinionofCounselWehaveexaminedandreviewedtheNon-Arb;trageCcrtlfiCatmnofevendateherewithexecutedonbehalfofTheC~tyofDenton, Texas, includingcertainmathematmalcomputatmnsverifiedbyAlexanderGrant &Company, CemfiedPubhcAccountantsWehavealsoexaminedSection103(c) oftheInternal RevenueCodeof1954, asamended, andallpub-hshedandp~oposedRegulations ~ssuedthereunderWehavefurtherexaminedthetermsofthebondstobe ~ssued, includingprincipalandinterestrequire-mentsthereon, thetermsoftheirsale, andthecostsassociatedtherewithWehaveexaminedtheschedulesofobbgatmnstobeacqmredw~ththeproceedsofthe ~ssue, ~ncludmgprincipalamouuts, couponsthereon, thetermsofpurchase, andthecostsassociatedtherewithWehaveindependentlycomputed "y~eld" onboththemumc~palobhgatmns, andtheobhgatlonsacquiredw~ththeproceedsofthas ~ssuance, ~naccordancew~ththemethodsofcomputingy~eldsetforth ~nSection1103-13aridSectton1103-14oftheproposedTreasuryRegulationsofMay3, 1973, asamendedandsup-plementedIDecember3, 1975, October 29, 1976, May31, 1977andJune9, 1977, relatingto "arbitragebonds"Wehalveexaminedthoseportmnsofthebondordinanceandrelateddocumentsdeahngw~ththed~spos~-t~onofthe, proceedsofthebond ~ssue, andthepossiblefuture ~nvestmentofthosefundsWehavealso examinedtheSerms1978RetirementPlanTrustAgreementexecutedonbehalfofthe AT A REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, HELD IN THE MUNICIPAL BUILDING OF SAID CITY ON THE 14TH DAY OF MARCH, A. D. 1977. WHEREAS, the Federal Communications Commission (FCC) has allo- cated an educational channel, Channel 2, in the Dallas-Fort Worth metropolitan area to Texas Woman's University, North Texas State University, and Denton Independent School D~str~ct; and WHEREAS, the North Texas Foundation for Public Broadcasting of Dallas, operators of KERA-TV, Channel 13 ~n Dallas, have made application to the FCC for reallocation and reassignment of Channel 2; and WHEREAS, the C~ty Council desires to obtain the opportunity to nvestlgate the matter of the reallocation so as to determine whether the Clty of Denton deslres to oppose or support the same, and to de- termlne what ~s an the best lnterests of the C~ty of Denton, lts c~t~zens and educational ~nst~tut~ons. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS: That the C~ty of Denton request the Federal Communlcat~ons Com- mission to delay their decision on the application for reallocation of Channel 2 for a reasonable t~me so that the C~ty of Denton can determine the advantages and/or d~sadvantages that such reallocation may have to the C~ty, ~ts c~t~zens and the splendid educational ~n- st~tut~ons that are w~th~n the C~ty, and make a recommendation ~n favor or opposition of such reallocation. PASSED AND APPROVED th~s the 14th day of March, A. D. 1977. ELINOR HUGHES~ CITY OF DENTON, TEXAS ATTE ST: CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM: CITY OF DENTON, TEXAS