1997-105 ORDINANCE NO 97-105
ORDINANCE
AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF DENTON
GENERAL OBLIGATION BONDS, SERIES 1997, LEVYING THE TAX TO PAY
SAME, AND APPROVING AND ALrlTIORIZING INSTRUME2qTS AND PROCEDURES
I~.I.ATING THERETO, AND PROVIDING AN EFFECTIVE DATE
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
WHEREAS, an election was held on December 13, 1986 at which the City Counol was
authorized to issue certain of the bonds hereinafter authorized, and
WHEREAS, at smd elect~on the following bonds were anthonzed to be ~ssued
Amount
Prop Amount Amount Being Prewously Voted
No. Authorized Issued Issued But Umssued
1 $7,736,000 $1,400,000 $5,579,000 $ 757,000
2 3,466,000 0 3,316,000 1 $0,000
3 185,000 0 185,000 0
4 700,000 0 700,000 0
5 5,950,000 0 4,550,000 1,400,000
6 1,000,000 0 1,000,000 0
7 2,600,000 0 2,600,000 0
WHEREAS, an electron was held on February 24, 1996 at wluch the City Councd was
authorized to ~ssue ceR/un of the bonds hereinafter authorized, and
WHEREAS, at salfl elect~on the following bonds were authorized to be issued
Amount
Prop Amount Amount Berne Prexaously Voted
NO, Authorized Issued Issued ~
1 $11,112,000 $1,875,000 $1,500,000 $7,737,000
2 7,238,000 675,000 715,000 5,848,000
3 7,650,000 750,000 300,000 6,600,000
WHEREAS, the bonds heretnat~er authorized and designated were voted and are to be issued,
sold, and delivered pursuant to Vemon's Ann Tex Crv St Articles 823 and 1175, Artmle IX of the
Ctty's Home Rule Charter, and other applicable laws, and
WHEREAS, tt is considered to be m the best interest of the City that said interest beanng
bonds be tssued, NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
Section I AMOUNT AND PURPOSE OF THE BONDS The bond or bonds of the Ctty
of Denton, Texas (the "Issuer") are hereby authorized to be tssued and delivered m the aggregate
pnnctpal amount of $4,700,000, FOR THE PURPOSE OF THE ACQUISITION OF PROPERTY
AND MAKING IMPROVEMENTS FOR PUBLIC PURPOSES IN SAID CITY, TO-WIT
STREET AND TRAFFIC CONTROL IMPROVEMENTS, DRAINAGE IMPROVEMENTS AND
PARK IMPROVEMENTS
Sectton 2 DESIGNATION OF THE BONDS Each bond ~ssued pursuant to thts Ordtnance
shall be destgnated "CITY OF DENTON GENERAL OBLIGATION BOND, SERIES 1997, and
tint,ally there shall be tssued, sold, and dehvered hereunder a smgle fully regtstered bond, w~thout
mterest coupons, payable tn mstallments ofpnnclpal (the "Imttal Bond"), but the Imttal Bond may
be asstgned and transferred and/or converted tnto and exchanged for a hke aggregate pnnclpal
amount of fully regtstered bonds, w~thout interest coupons, hawng serial maturities, and tn the
denommataon or denommattons of $5,000 or any integral multtple of $5,000, all ~n the manner hereto-
after prowded The term "Bonds" as used m th~s Ordtnance shall mean and include collectively the
Imttal Bond and all substttute bonds exchanged therefor, as well as all other substttute bonds and
replacement bonds tssued pursuant hereto, and the term "Bonds" shall mean any of the Bonds
Sectton 3 INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND
(a) The Imttal Bond ts hereby authorized to be issued, sold, and dehvered hereunder as a
stngle fully registered Bond, wtthout interest coupons, dated April 1, 1997, tn the denomination and
aggregate pnnc~pal amount of $4,700,000, numbered R-1, payable tn annual installments of pnnctpal
to the ~mttal registered owner thereof, to-mt
BOND EAST
or to the regtstered assignee or assignees of smd Bond or any portion or portions thereof 0n each
case, the "registered owner"), w~th the annual mstallments of prmclpal of the Imtlal Bond to be
payable on the dates, respectively, and tn the pnnclpal amounts, respectively, stated in the FORM OF
INITIAL BOND set forth tn this Ordinance
(b) The Imtlal Bond 0) may be prepatd or redeemed prior to the respective scheduled due
dates of installments ofpnnclpal thereof, (n) may be asstgned and transferred, (m) may be converted
and exchanged for other Bonds, 0v) shall have the charactenmcs, and (v) shall be s~gned and sealed,
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and the principal of and ~nterest on the Imttal Bond shall be payable, all as proxaded, and m the
manner reqmred or indicated, m the FORM OF INITIAL BOND set forth in this Ordmance
Section 4 INTEREST The unpaid pnnc~pal balance of the Imtml Bond shall bear ~nterest
from the date of the Imtml Bond to the respective scheduled due dates, or to the respective dates of
prepayment or redemption, of the ~nstallments of pnnc,pal of the Inmal Bond, and sa~d interest shall
be payable, all m the manner prowded and at the rates and on the dates stated in the FORM OF
INITIAL BOND set forth In thts Or&nance
Section 5 FORM OF INITIAL BOND The form of the Imtml Bond, including the form of
ReglstraUon Cemficate of the Comptroller of Pubhc Accounts of the State of Texas to be endorsed
on the Imt~al Bond, shall be substantially as follows
FORM OF INITIAL BOND
NO R-I $4,700,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON GENERAL OBLIGATION BOND
SERIES 1997
THE CITY OF DENTON in Denton County, Texas (the "Issuer"), being a pohttcal
subd~'as~on of the State of Texas, hereby pronuses to pay to
BOND EAST
or to the registered assignee or assignees of tins Bond or any pomon or porhons hereof 0n each case,
the "regastered owner") the aggregate pnnc~pal amount of
$4,700,000
(FOUR MILLION SEVEN HUNDRED THOUSAND DOLLARS)
~n annual installments of pnnc~pal due and payable on February 15 ~n each of the years, and ~n the
respective principal amounts, as set forth m the follovang schedule
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAR AMOUNT
1998 $ 25,000 2008 $235 000
I999 135 000 2009 245 000
2000 145 000 2010 265 000
2001 155 000 2011 280 000
2002 160 000 2012 295 000
2003 175 000 2013 315 000
2004 185 000 2014 335 000
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2005 195,000 2015 355,000
2006 205,000 2016 375,000
2007 220,000 2017 400,000
and to pay ,nterest, calculated on the bas,s of a 360-day year composed of twelve 30-day months,
from the date of th,s Bond here,nailer stated, on the balance of each such ,nstallment of pnnc,pal,
respect,rely, from t,me to t,me rema{mng unpa,d, at the rates as follows
7 00% per annum on the above {nstallment due m 1998
7 00%0 per annum on the above installment due ~n 1999
7 00% per annum on the above {nstallment due m 2000
7 00% per annum on the above installment due m 2001
7 00% per annum on the above ,nstallment due m 2002
6 75% per annum on the above ,nstallment due m 2003
6 50% per annum on the above installment due m 2004
5 00% per annum on the above installment due in 2005
5 00% per annum on the above installment due m 2006
5 10% per annum on the above installment due m 2007
5 10% per annum on the above installment due in 2008
5 25% per annum on the above installment due in 2009
5 30% per annum on the above ,nstallment due ,n 2010
5 40% per annum on the above installment due ,n 2011
5 50% per annum on the above installment due in 2012
5 50% per annum on the above installment due ,n 2013
5 50% per annum on the above ~nstallment due ~n 2014
5 60°/0 per annum on the above installment due in 2015
5 60°/0 per annum on the above installment due ,n 2016
5 60% per annum on the above installment due in 2017
w,th said interest being payable on February 15, 1998, and scm{annually on each August 15 and
February 15 thereafter wlule tbas Bond or any portion hereof~s outstanding and unpmd
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON th~s Bond are
payable m lawful money of the United States of America, without exchange or collection charges
The installments ofpnnc~pal and the ,nterest on th,s Bond are payable to the reg,stered owner hereof
through the serwces of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, DALLAS,
TEXAS, wl~ch is the "Paying Agent/Registrar" for tlus Bond Payment of all pnnc~pal of and interest
on this Bond shall be made by the Paying AgenffReg~strar to the registered owner hereof on each
principal and/or interest payment date by check, dated as of such date, drawn by the Paying
AgentJReg~strar on, and payable solely from, funds of the Issuer reqmred by the ordinance authorizing
the issuance ofth~s Bond (the "Bond 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 Umted States m~ul, first-class postage prepaid, on each such pnnc~pal and/or interest payment date,
to the registered owner hereof, at the address of the registered owner, as ~t appeared at the close of
business on the last day of the month next preceding each such date (the "Record Date") on the
Reglstrauon Books kept by the Paying AgenffReg~strar, as heretnat~er described The Issuer cove-
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nants ~th the registered owner of this Bond that on or before each pnncipal and/or interest payment
date for flus Bond It will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" created by the Bond Ordinance, the amounts required to provide for the payment, m
immediately avmlable funds, of all pnnclpal of and interest on this Bond, when due
IF THE DATE for the payment of ibc pnnclpal of or interest on th~s Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banlang institutions m the City where the Pa)nng
Agent/Registrar is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeed,ng day which Is not such a Saturday, Sunday, legal holiday, or day
on wluch banlang mstxtutions 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 BOND has been authorized m accordance w~th the Constitution and laws of the State
of Texas FOR THE PURPOSE OF THE ACQUISITION OF PROPERTY AND MAKING
IMPROVEMENTS FOR PUBLIC PURPOSES IN SAID CITY, TO-WIT STREET AND
TRAFFIC CONTROL IMPROVEMENTS, DRAINAGE IMPROVEMENTS AND PARK
IMPROVEMENTS
ON FEBRUARY 15, 2007, or on any date whatsoever thereafter, the unpmd installments of
pnncipal of this Bond may be prepaid or redeemed prior to their scheduled due dates, at the option
of the Issuer, w~th funds derived from any avmlable source, as a whole, or in part, and, lfm part, the
particular portion of this Bond to be prepmd or redeemed shall be selected and designated by the
Issuer (prowded that a pomon ofttus Bond may be redeemed only in an ~ntegral multiple of $5,000),
at the prepayment or redemption price of the par or pnncipal amount thereof, plus accrued interest
to the date fixed for prepayment or redemption
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written
notice of such prepayment or redemption shall be totaled by the Paying Agent/Registrar to the
registered owner hereof By the date fixed for any such prepayment or redemption due prov~sion
shall be made by the Issuer w~th the Payang Agent/Registrar for the payment of the required prepay-
ment or redemption price for tins Bond or the portion hereof which is to be so prepmd or redeemed,
plus accrued interest thereon to the date fixed for prepayment or redemption If such written notice
of prepayment or redemption is fllven, and if due prov~sion for such payment is made, all as prowded
above, this Bond, or the portion thereof wluch is to be so prepaid or redeemed, thereby automatically
shall be treated as prepmd or redeemed prior to ~ts scheduled due date, and shall not bear interest
after the date fixed for ~ts prepayment or redemption, and shall not be regarded as being outstanding
except for the right of the registered owner to receive the prepayment or redemption price plus
accrued interest to the date fixed for prepayment or redemption from the Paling Agent/Registrar out
of the funds provided for such payment The Paying Agent/Registrar shall record m the Registration
Books all such prepayments or redemptions of pnncipal of this Bond or any portion hereof
THIS BOND, to the extent of the unpaid or unredeemed pnnc~pal balance hereof, or 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 m the Registration Books of the Issuer
kept by the Paying AgentfRegistrar 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, th~s
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Bond must be presented and surrendered to the Pajong Agent/Regmrar for cancellatton, together
w~th proper instruments of assignment, m form and w~th guarantee of s~gnatures satisfactory to the
Paying Agent/Registrar, evidencing assignment by the imt~al registered owner ofth~s Bond, or any
port,on or port~ons hereof m any integral multiple of $5,000, to the assignee or assignees m whose
name or names this Bond or any such portion or port~ons hereof is or are to be transferred and
registered Any instrument or instruments of asslgument satisfactory to the Paying Agent/Registrar
may be used to evidence the assignment ofth~s Bond or any such port,on or portions hereof by the
lmt~al rel0stered owner hereof A new bond or bonds payable to such assignee or assignees (which
then will be the new regtstered owner or owners of such new Bond or Bonds) or to the initial
registered owner as to any port~on of this Bond which is not being assigned and transferred by the
~mtial registered owner, shall be delivered by the Paying Agent/Registrar m convemon of and
exchange for tlus Bond or any portion or portions hereof, but solely m the form and manner as
proxaded re, the next paragraph hereof for the convemon and exchange of tl'us 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 dtschargu of
habdity upon ttus Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar
shall not bo affected by any notice to the contrary
AS PROVIDED above and m the Bond Ordinance, tlus Bond, to the extent of the unp~ud or
unredeemed prmclpal balance hereof, may be converted into and exchanged for a like aggregate
principal amount of fully registered bonds, w~thout interest coupons, payable to the assignee or
assignees duly destguated m wmmg by the imtial registered owner hereof, or to the lmtial registered
owner as to any port~on of tlus Bond whmh is not being assigned and transferred by the lmtlal
registered owner, m any denonunation or denominations m any integral multiple of $5,000 (subject
to the reqmrement heremaf~er stated that each substitute bond ~ssued m exchange for any portmn of
th~s Bond shall have a single stated pnnclpal maturity date), upon surrender of thts Bond to the
Paying Agont/Reg~strar for cancellation, all m accordance w~th the form and procedures set forth m
the Bond Ordinance Ifth~s Bond or any port~on hereof is assigned and transferred or converted each
bond issued m exchange for any portion hereof shall have a single stated pnnc~pal maturity date
corresponding to the due date of the installment of pnncipal of this Bond or portion hereof for wtuch
the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by
such installment of pnncipal 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 ofpnncipal ofth~s Bond or portion hereof for wtuch they are being exchanged No such
bond shall be payable m installments, but shall have only one stated pnnc~pal maturity date AS
PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE
ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more
assignees, but the bonds issued and delivered m exchange for th~s Bond or any portion hereof may
be ass~gued and transferred, and converted, subsequently, as prowded ~n the Bond Ordinance The
Issuer shallI pay the Paying AgentJReg~stra~s standard or customa~ fees and charges for transfemng,
converting, and exchanging th~s Bond or any pomon thereof, but the one requesting such transfer,
conversmn, and exchange shall pay any taxes or governmental charges reqmred to be prod with
respect thereto The Paying Agent/Registrar shall not be required to make any such assignment,
convemon, or exchange (0 dunng the period commencing vath the close of business on any Record
Date and ending vath the opening of business on the next follovang pnnc~pal or tnterest payment date,
or, 00 v~th respect to any Bond or porl~on thereof called for prepayment or redemption prior to
maturity, w~th~n 45 days prior to ~ts prepayment or redemption date
IN THE EVENT any Paying AgenffReg~strar for th~s Bond ~s changed by the Issuer, resigns,
or otherunse ceases to act as such, the Issuer has covenanted ~n the Bond Ordinance that ~t promptly
wdl appoint a competent and legally qualified substitute therefor, and promptly will cause written
notme thereof to be maded to the registered owner of tins Bond
IT IS HEREBY certified, rectted, and covenanted that tins Bond has been duly and validly
voted, authorized, ~ssued, sold, and dehvered, that all acts, conditions, and things reqmred or proper
to be performed, exast, and be done precedent to or m the authorization, ~ssuance, and dehvery ofth~s
Bond have been performed, erasted, and been done m accordance w~th law, that tins Bond ~s a general
obhgat~on of the Issuer, tssued on the full froth and credit thereof, and that annual ad valorem taxes
sufficient to pro,nde for the payment of the mterest on and pnnc~pal of tins Bond, as such ~nterest
comes due and such pnnctpal matures, have been lexaed and ordered to be lev~ed against all taxable
property m the Issuer, and have been pledged ~rrevocably for such payment, w~tinn the hm~t pre-
scribed by law
BY BECOMING the regtstered owner of thas Bond, the registered owner thereby
acknowledges all of the terms and prows~ons of the Bond Ordinance, agrees to be bound by such
terms and prows~ons, acknowledges that the Bond Ordinance ~s duly recorded and avadable for
mspectton m the official minutes and records of the govermng body of the Issuer, and agrees that the
terms and prows~ons of tins Bond and the Bond Ordinance constitute a contract between the
registered owner hereof and the Issuer
IN WITNESS WHEREOF, the Issuer has caused tins Bond to be stgned w~th the manual
s~gnature of the Mayor of the Issuer and counterstgned vath the manual stgnature of the Ctty
Secretary oftbe Issuer, has caused the offictal seal of the Issuer to be duly ~mpressed on th~s Bond,
and has caused tins Bond to be dated April 1, 1997
Ctty SecretaD', C~ty of Denton, Texas Mayor, C~ty of Denton, Texas
(CITY SEAL)
(INSERT BOND INSURANCE LEGEND, IF ANY)
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROL!.F.R OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that flus Bond has been registered by the Comptroller
of Public Accounts of the State of Texas
Witness my signature and seal this
Comptroller of Pubhc Accounts
of the State of Texas
(COMPTROLLEWS SEAL)
Section 6 ADDITIONAL CHARACTERISTICS OF THE BONDS ~
Transfer (a) The Issuer shall keep or cause to be kept at the pnnclpal corporate trust office of
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, DALLAS, TEXAS (the "Paying
Agent/Registrar") books or records of the registration and transfer of the Bonds (the "Reg~stration
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 reg~strations under such reasonable
regulations as the Issuer and Paying Agent/Registrar may prescribe, and the Paying Agent/Registrar
shall make such transfers and regtstrauons as herein prowded The Paying Agent/Registrar shall
obtain and record m the Registration Books the address of the registered owner of each Bond to
wbach payments w~th respect to the Bonds shall be mmled, 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 marled, and such interest payments shall not be mmled unless such notice has been
g~ven The Issuer shall have the right to respect the Reg~stration Books dunng regular business hours
of the Paying Agent/Rel0strar, but otherwise the Paying Agent/Registrar shall keep the Rel0straUon
Books confidential and, unless otherwise required by law, shall not perrmt their inspection by any
other entity Registration of each Bond may be transferred in the Registration Books only upon
presentation and surrender of such Bond to the Paying Agent/Registrar for transfer of rel0strauon
and cancellaUon, together vath proper written instruments of assignment, in form and w~th guarantee
of signatures satisfactory to the Paying Agent/Registrar, (0 evidencing the assignment of the Bond,
or any portion thereofm any integral mult,ple of $5,000, to the assignee or asstgnees thereof, and (ii)
the right of such assignee or assignees to have the Bond or any such portion thereof registered m the
name of such assignee or assignees Upon the assignment and transfer of any 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 pnncipal
balance thereof, may be assigned and transferred by the initial registered owner thereof once only, and
to one or more assignees designated in venting by the initial registered owner thereof All Bonds
issued and delivered 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 reqmrement heremat~er stated that
each substitute Bond shall have a stngle stated pnnc~pal maturity date), shall be in the form prescribed
in the FORM OF SUBSTITUTE BOND set forth in ~s Ordinance, and shall have the characteristics,
and may be assigned, transferred, and converted as hereinafter prowded If the Imtlal Bond or any
portton thereof ts asstgned and transferred or converted the Imttal Bond must be surrendered to the
Paying Agent/Regtstrar for cancellatton, and each Bond ~ssued in exchange for any portton of the
Imt,al Bond shall have a single stated pnnclpal maturity date, and shall not be payable in mstallments,
and each such Bond shall have a pnncipal maturity date corresponding to the due date of the
mstallment ofpnnctpal or port~on thereof for wluch the substitute Bond ~s being exchanged, and each
such Bond shall bear interest at the single rate apphcable to and borne by such mstallment of pnnctpal
or portion thereof for whtch tt ts bemg exchanged If only a portton of the Imt~al Bond ts asstgned
and transferred, there shall be delivered to and registered m the name of the initial registered owner
substttute Bonds tn exchange for the unasstgned balance of the Imual Bond m the same manner as
if the tmttal regtstered owner were the assignee thereof If any Bond or portton thereof other than
the Imt~al Bond ts asstgned and transferred or converted each Bond tssued tn exchange therefor shall
have the same pnnctpal maturity date and bear tnterest at the same rate as the Bond for which it is
exchanged A form ofasstgnment shall be pnnted or endorsed on each Bond, exceptmg the Imttal
Bond, wtuch shall be executed by the regtstered owner or tts duly authorized attorney or
representattve to evidence an assignment thereof Upon surrender of any Bonds or any portton or
porttons thereof for transfer of regtstratton, an authorized representattve of the Paying
AgentJRegtstrar shall make such transfer tn the Registration Books, and shall deliver a new fully
registered substttute Bond or Bonds, haxang the charactensttcs heretn described, payable to such
assignee or asstgnees (wtuch then will be the registered owner or owners of such new Bond or
Bonds), or to the previous registered owner tn case only a portion of a Bond is being assigned and
transferred, all tn conversion of and exchange for smd assigned Bond or Bonds or any portton or
porttons thereof, m the same form and manner, and w~th the same effect, as provtded tn Sectton 6(d),
below, for the conversion and exchange of Bonds by any registered owner of a Bond The Issuer
shall pay the Paying Agent/Reg~strads standard or customary fees and charges for mal~ng such trans-
fer and delivery of a substttute Bond or Bonds, but the one requesting such transfer shall pay any
taxes or other governmental charges requtred to be pard w~th respect thereto The Paying
AgenttRegtstrar shall not be requtred to make transfers of registratton of any Bond or any portion
thereof0) dunng the period commencing vnth the close of business on any Record Date and endtng
with the opemng of business on the next following pnncipal or interest payment date, or, (n) w~th
respect to any Bond or any portion thereof called for redemption prior to maturity, wathtn 45 days
prior to tts redemptton date
(b) ~fBonds The entity In whose name any Bond shall be registered in the
Registratton Books at any time shall be deemed and treated as the absolute owner thereof for all
purposes ofttus Ordinance, whether or not such Bond shall be overdue, and the Issuer and the Paying
Agent/Regtstrar shall not be affected by any notice to the contrary, and payment of, or on account
of, the prlnctpal of, premium, tf any, and interest on any such Bond shall be made only to such
regtstered owner All such payments shall be valid and effectual to satisfy and d~scharge the habdtty
upon such Bond to the extent of the sum or sums so prod
(c) Payment of Bonds 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 Bonds, and
to act as tts agent to convert and exchange or replace Bonds, all as prowded in th~s Ordinance The
Paying AgenffReg~strar shall keep proper records of all payments made by the Issuer and the Paying
Agent/Regmrar with respect to the Bonds, and of all convers,ons and exchanges of Bonds, and all
replacements of Bonds, as prowded In th, s Ord,nance However, in the event of a nonpayment of
interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such
interest payment (a "Special Record Date") will be establ,shed by the Pay,ng Agent/Registrar, if and
when funds for the payment of such interest have been received from the Issuer Notme of the
Spee~al Record Date and o£the scheduled payment date of the past due interest ("Special Payment
Date", which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States mml, first class postage prepmd, to
the address of each Holder of a Bond appearing on the registration books of the Paying
Agent/Registrar at the close of business on the 15th business day next preceding the date of mmhng
of such notice
(d) Convemon and Exchange or Replacement. Authenticat~on Each Bond issued and
delivered pursuant to flus Ordinance, to the extent of the unpaid or unredeemed principal balance or
pnncipal amount thereof, may, upon surrender of such Bond at the pnncipal corporate trust office
of the Paying AgunffRegistrar, together with a written request therefor duly executed by the
registered owner or the assignee or ass~guees thereof, or its or their duly authorized attorneys or
representatives, xaath guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the
opuon of the registered owner or such assignee or assignees, as appropriate, be converted into and
exchanged for fully registered bonds, w~thout interest coupons, m the form prescribed in the FORM
OF SUBSTITUTE BOND set forth m flus Ordinance, m the denomination of $5,000, or any integral
multiple of $5,000 (subject to the reqmrement hereinafter stated that each substitute Bond shall have
a single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, m an aggregate pnnclpal amount equal to the unp~ud or unredeemed pnncipal 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 Imtial Bond is assigned and transferred or
converted each substitute Bond issued in exchange for any portion of the Initial Bond shall have a
single stated principal maturity date, and shall not be payable m installments, and each such Bond shall
have a pnncupal maturity date corresponding to the due date of the installment of pnncipal or portion
thereof for wbach the substitute Bond is being exchanged, and each 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 Ifa portion of any Bond (other than the Imtial Bond) shall be redeemed prior
to its scheduled maturity as prowded here~n, a substitute Bond or Bonds hawng the same maturity
date, beanng interest at the same rate, m the denonunat~on or denominations of any integral multiple
of $5,000 at the request of the registered owner, and in aggregate pnncipal amount equal to the
unredeemed portion thereof, w~ll be issued to the registered owner upon surrender thereof for
cancellation If any Bond or portion thereof(other than the Imtml Bond) is assigned and transferred
or converted, each Bond issued in exchange therefor shall have the same prmcipal maturity date and
bear ~nterest at the same rate as the Bond for wluch ~t is being exchanged Each substitute Bond shall
bear a letter and/or number to distinguish ~t from each other Bond The Paying AgenffReg~strar shall
convert and exchange or replace Bonds as provided hereto, and each fully registered bond dehvered
~n convemon of and exchange for or replacement of any Bond or port~on thereof as permitted or
reqmred by any prows~on ofth~s Ordinance shall constitute one of the Bonds for all purposes ofth~s
Ordinance, and may again be converted and exchanged or replaced It ~s specifically prowded that
any Bond authenticated m convemon of and exchange for or replacement of another Bond on or
10
prior to the first scheduled Record Date for the Initial Bond shall bear interest from the date of the
Imtlal Bond, but each substitute Bond so authenticated after such first scheduled Record Date shall
bear Interest from the interest payment date next preceding the date on wh,ch such substitute Bond
was so authenticated, unless such Bond is authenticated after any Record Date but on or before the
next following interest payment date, in which case it shall bear interest from such next follovang
interest payment date, provided, however, that if at the time of delivery of any substitute Bond the
interest on the Bond for which it is being exchanged is due but has not been paid, then such Bond
shall bear interest from the date to which such interest has been paid in full THE INITIAL BOND
issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated
by the Pa!nng AgenffReg~strar, 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 pnnted a bond, in
the form substantially as follows
"PAYING AGENT/P-,EGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described m this Bond, and that this Bond has been issued in conversion of and exchange
for or replacement of a bond, bonds, or a pomon ora bond or bonds 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
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, DALLAS, TEXAS
Paying Agent/Registrar
Dated
By
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
Bond, date and manually sign the above Bond, and no such Bond shall be deemed to be issued or out-
standing unless such Bond is so executed The Paying Agent/Registrar promptly shall cancel all
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
pomon thereof, and the Paying AgentYRel0strar shall pro,nde for the pnnt,ng, execution, and delivery
of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition
printed on paper vath hthographed or steel engraved borders of customary weight and strength
Pursuant to Vemon's Ann Tex Clv St Art 717k-6, and particularly Section 6 thereof, the duty of
conversion and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the above Paying Agent/Reg,strar'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 which originally was
issued pursuant to this Ordinance, approved by the Attorney General, and registered by the
Comptroller of Public Accounts The Issuer shall pay the Paying Agent/Registrar's standard or
11
customary fees and charges for transferring, convert,ng, and exchanging any Bond or any portion
thereof, but the one requesting any such transfer, conversion, and exchange shall pay any taxes or
governmental charges requ,red to be paid w~th respect thereto as a cond,t,on precedent to the
exercise of such privilege of conversion and exchange The Paying Agent/Registrar shall not be
reqmred to make any such convemon and exchange or replacement of Bonds or any pon,on thereof
(0 dunng the period commencing w~th the close of business on any Record Date and end,ng w~th the
opemng of business on the next following pnnc,pal or ,nterest payment date. or. (n) w~th respect to
any Bond or portion thereof called for redemption prior to maturity, wathm 45 days prior to ~ts
redemption date
(e) In General All Bonds ~ssued m conversion and exchange or replacement of any other
Bond or portion thereof, (0 shall be issued in fully registered form, w~thout ,nterest coupons, w~th
the pnnc,pal of and interest on such Bonds to be payable only to the registered owners thereof, (ii)
may be redeemed prior to their scheduled maturities, (m) may be transferred and assigned. (iv) may
be converted and exchanged for other Bonds. (v) shall have the characteristics, (w) shall be signed
and sealed, and (xa0 the pnnctpal of and interest on the Bonds shall be payable, all as provided, and
in the manner reqmred or indicated, in the FORM OF SUBSTITUTE BOND set forth in tbas
Ordinance
(f) Payment of Fces and Chames The Issuer hereby covenants w~th the registered owners
of the Bonds that it will (t) pay the standard or customary fees and charges of the Paying
Agent/Registrar for its sermces w~th respect to the payment of the pnnc,pal of and interest on the
Bonds, when due, and (u) pay the fees and charges of the Paying Agent/Registrar for sennces w~th
respect to the transfer of reg:stratlon of Bonds. and wath respect to the conversion and exchange of
Bonds solely to the extent above provided ~n ttus Ordinance
(g) Substitute Pay;ne A~,enffReg~strar The Issuer covenants with the registered owners of
the Bonds that at all times while the Bonds are outstanding the Issuer will prowde 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 Pay,ng
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 not,ce to the Paying AgenffReggstrar,
to be effective not later than 60 days prior to the next pnnc~pal or interest payment date after such
notice In the event that the entity at any time acting as Paying Agent/P. eg, strar (or ~ts successor by
merger, aoquisltlon, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank. trust company,
financial institution, or other agency to act as Paj0ng Agent/Registrar under this Ord,nance Upon
any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Reglstrat,on Books (or a copy thereof), along w~th all other pemnent books
and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the Issuer Upon any change ,n the Paying Agent/P. eg,strar, the Issuer promptly will cause a written
not,ce thereof to be sent by the new Paying Agent/Reg,strar to each registered owner of the Bonds,
by Umted States ma~l, first-class postage prepa, d, which not,ce also shall g,ve the address of the new
Paying Agent/Registrar By accepting the pos,tlon and perforrmng as such, each Paying Agent/P. egts-
trar shall be deemed to have agreed to the provisions ofth,s Ordinance, and a certified copy ofth,s
Ordinance shall be delivered to each Paying Agent/Reg,strar
12
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/Reglstrar's Bond to be pnnted on each of such Bonds, and the Form of Assignment to be
pnnted on each of ibc Bonds, shall be, respectively, substantially as follows, with such appropriate
variations, omissions, or insertions as are permitted or required by this Ordinance
FORM OF SUBSTITUTE BOND
(Book-Entry Only Legend, if appropnate)
NO UNITED STATES OF AMERICA PRINCIPAL AMOUNT
STATE OF TEXAS $
COUNTY OF DENTON
CITY OF DENTON GENERAL OBLIGATION BOND
SERIES 1997
ORIGINAL DATE
_INTEREST RATE ~ OF ISSUE CUSIP NO
% APKI'L 1, 1997
ON THE MATURITY DATE specified above the CITY OP' DENTON, ~n Denton County,
Texas (the "Issuer"), being a pohucal subd~,nsion of the State of Texas, hereby promises to pay to
, or to the registered
assignee hereof(either being hereinafter called the "registered owner") the prmcipal amount of
and to pay interest thereon, calculated on the basis of a 360-day year composed of twelve 30-day
months, fi-om April 1, 1997, to the maturity date specified above, or the date of redemption prior to
maturity, at the interest rate per annum specified above, vath interest being payable on February 15,
1998, and seanannually on each August 15 and February 15 thereafter, except that if the date of
authentication oftlus Bond ~s later than the first Record Date (heremafter defined), such pnnctpal
amount shall bear interest fi-om the interest payment date next preceding the date of authentication,
unless such date of authent~cation is after any Record Date (hereinafter defined) but on or before the
next follovang interest payment date, in which case such prmcipal amount shall bear interest from
such next follovang interest payment date
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
Umted States of America, vathout exchange or collection charges The pnnc~pal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, DALLAS, TEXAS, which is the
"Paying Agent/Registrar" for this Bond The payment of interest on this Bond shall be made by the
Paying Agent/Registrar to the registered owner hereof on each interest payment date by check, dated
as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from,
funds of the Issuer required by the ordinance authorizing the issuance of the Bonds (the "Bond
13
Ordinance") to be on deposit with the Paytng Agent/Registrar for such purpose as hereinafter
prowded, and such check shall be sent by the Paying Agent/Registrar by Umted States mall, first-class
postage prepaid, on each such interest payment date, to the registered owner hereof, at the address
of the registered owner, as It appeared at the close of business on the last day of the month next
preceding each such date (the "Record Date") on the Reg~stration Books kept by the Paying
Agent/Registrar, as hereinafter described However, the payment of such interest may be made by
any other method acceptable to the Paying Agent/Registrar and requested by, and at the risk and
expense of, the registered owner hereof Any accrued interest due upon the redemption of this Bond
prior to maturity as prowded herein shall be pa~d to the registered owner at the pnnclpal corporate
trust office of the Paying Agent/Registrar upon presentation and surrender of this Bond for redemp-
tion and payment at the pnncipal corporate trust office oftbe Paying AgenffReg~strar The Issuer
covenants w~th the registered owner ofttus Bond that on or before each pnnc~pal payment date,
interest payment date, and accrued interest payment date for th~s Bond it wall make available to the
Paying Agent/Registrar, from the "Interest and Smlang Fund" created by the Bond Ordinance, the
amounts reqmred to proxade for the payment, In ~mmed~ately avmlable funds, of all pnnc~pal of and
interest on the Bonds, when due
IF THE DATE for the payment of the pnnc~pal of or interest on th~s Bond shall be a Saturday,
Sunday, a legal hohday, or a day on whtch banking mst~tut~ons m the C~ty 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 ~s not such a Saturday, Sunday, legal holiday, or day
on wtuch banking mstatut~ons are authorized to close, and payment on such date shall have the same
force and effect as if made on the onganal date payment was due
THIS BOND Is one of an ~ssue of Bonds initially dated April 1, 1997, authorized ~n
accordance w~th the Constitution and laws of the State of Texas ~n the pnnc~pal amount of
$4,700,000, FOR THE PURPOSE OF THE ACQUISITION OF PROPERTY AND MAKING
IMPROVEMENTS FOR PUBLIC PURPOSES IN SAID CITY, TO-WIT STREET AND
TRAFFIC CONTROL IMPROVEMENTS, DRAINAGE IMPROVEMENTS AND PARK
IMI~ROVEMENTS
ON FEBRUARY 15, 2007, or on any date whatsoever thereafter, the Bonds ofth~s Series
may be redeemed prior to their scheduled maturities, at the option of the Issuer, vnth funds derived
from any avmlable and lawful source, as a whole, or m part, and, ~fm part, the particular Bonds, or
port~ons thereof, to be redeemed shall be selected and designated by the Issuer (provided that a
pomon ora Bond may be redeemed only in an integral multiple of $5,000), at the redemption price
of the par or pnncipal amount thereof, plus accrued ~nterest to the date fixed for redemption
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a wntten not,ce of such redemption shall be pubhshed once m a financial pubhcat[on,
journal, or reporter of general ¢~rculat~on among securities dealers ~n The C~ty of New York, New
York (including, but not hm~ted to, The Bond Buyer and The Wall Street Journal), or In the State of
Texas (mcludmg, but not hm~ted to, The Texas Bond Reporter) Such not~ce also shall be sent by
the Paying Agent/Registrar by Umted States ma~l, first-class postage prepaid, not less than 30 days
prior to the date fixed for any such redemption, to the registered owner of each Bond to be redeemed
at ~ts address as ~t appeared on the 45th day prior to such redemption date, prowded, however, that
14
the failure to send, fatal, or receive such notice, or any defect therein or in the sending or mailing
thereof, shall not affect the validity or effectiveness of the proceedtngs for the redemptton of any
Bond, and ~t ts hereby speetfically provided that the pubhcatton of such notice as required above shall
be the only not,ce actually required m connection w~th or as a prereqmstte to the redemptton of any
Bonds or portions thereof By the date fixed for any such redemptton due provision shall be made
wth the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or
porttons 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
ts made, all as proxaded above, the Bonds or portions thereof which are to be so redeemed thereby
automatically shall be treated as redeemed prior to thetr scheduled maturities, and they shall not bear
interest a.qer the date fixed for redemption, and they shall not be regarded as being outstanding except
for the right of the registered owner to receive the redemption price plus accrued interest from the
Paying Agent/Registrar out of the funds proxaded for such Payment If a portion of any Bond shall
be redeemed a substitute Bond or Bonds hawng the same maturity date, bearmg ~nterest at the same
rate, in any denonmnatlon or denominations in any integral multiple of $5,000, at the written request
of the registered owner, and m aggregate principal amount equal to the unredeemed pomon thereof,
wdl be ~ssued to the registered owner upon the surrender thereof for cancellatmn, at the expense of
the Issuer, all as proxaded ~n the Bond Ordinance
THIS BOND OR ANY PORTION OR PORTIONS HEREOF 1N ANY INTEGRAL
MULTIPLE OF $5,000 may be assigned and shall be transferred only in the Regtstrat~on Books of
the Issuer kept by the Paying Agent/Registrar acting m the capacity of registrar for the Bonds, upon
the terms and conditions set forth in the Bond Ordinance Among other requirements for such
assignment and transfer, th~s Bond must be presented and surrendered to the Paying Agent/Registrar,
together w~th proper instruments of assignment, m form and w~th guarantee of s~gnatures satisfactory
to the PaHn8 Asent/Reg~strar, exndencm8 assignment ofth~s Bond or any port~on or port~ons hereof
m any integral multiple of $5,000 to the assignee or asstgnees m whose name or names th~s Bond or
any such portion or portions hereof is or are to be transferred and registered The form of
Assignment pnnted or endorsed on ttus Bond shall be executed by the registered owner or ~ts duly
authorized attorney or representative, to ewdence the assignment hereof A new Bond or Bonds
payable to such assignee or assignees (wl~ch then wall be the new regtstered owner or owners of such
new Bond or Bonds), or to the previous registered owner m the case of the asstgnment and transfer
of only a pomon ofttus Bond, may be delivered by the Paying Agent/Regtstrar in conversion of and
exchange for ttus Bond, all in the form and manner as provided m the next paragraph hereof for the
conversion and exchange of other Bonds The Issuer shall pay the Paying Agent/Reglstrar's standard
or customary fees and charges for mal~ng such transfer, but the one requesting such transfer shall pay
any taxes or other governmental charges reqmred to be pard w~th respect thereto The Paying
Agent/Registrar shall not be reqmred to make transfers of reglstratton of th~s Bond or any port~on
hereof0) dunng the period commencing w~th the close of business on any Record Date and en&ng
w~th the opening of business on the next following pnnctpal or mterest payment date, or, (it) w~th
respect to any Bond or any port~on thereof called for redemptton prior to maturity, w~thm 45 days
prior to tts redemption date The regtstered owner of thts Bond shall be deemed and treated bY the
Issuer and the Paying AgentJReg~strar as the absolute owner hereof for all purposes, mcludtng
payment and dtscharge of hab~hty upon th~s 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
15
ALL BONDS OF THIS SERIES are tssuable solely as fully registered bonds, w~thout mterest
coupons, m the denommatton of any integral multiple of $5,000 As provtded tn the Bond
Ordtnanee, tins Bond, or any unredeemed portion hereof, may, at the request of the regtstered owner
or the assignee or asstgnees hereof, be converted rotc and exchanged for a hke aggregate pnnctpal
amount of fully regtstered bonds, w~thout mterest coupons, payable to the appropriate registered
owner, asstgnee, or assignees, as the case may be, hawng the same maturity date, and beanng interest
at the same rate, m any denormnatlon or denonunat~ons m any integral multiple of $5,000 as requested
m wntmg by the appropnate regtstered owner, asstgnee, or asstgnees, as the case may be, upon sur-
render ofthts Bond to the Paying Agent/Registrar for cancellation, all m accordance wtth the form
and procedures set forth m the Bond Ordinance The Issuer shall pay the Paying Agent/Reg~strar's
standard or custommy fees and charges for transfernnlg converting, and exchanging any Bond or any
portion thereof, but the one requesting such transfer, converston, and exchange shall pay any taxes
or governmental charges reqmred to be pard w~th respect thereto as a condition precedent to the
exercise of such privilege of conversmn and exchange The Paying Agent/Regtstrar shall not be
requtred to make any such convemon and exchange 0) dunng the period commencing wtth the close
of business on any Record Date and ending w~th the opemng of busmess on the next following
pnnclpal or ~nterest payment date, or, (n) w~th respect to any Bond or portion thereof called for
redemptton prior to matunty, w~ttun 45 days prior to tts redemptton date
IN THE EVENT any Paying Agent/Registrar for the Bonds ~s changed by the Issuer, restgns,
or otherwse ceases to act as such, the Issuer has covenanted m the Bond Ordinance that It promptly
will appoint a competent and legally qualified substatute therefor, and promptly will cause written
nottce thereof to be marled to the registered owners of the Bonds
IT IS HEREBY certtfied, rectted, and covenanted that tins Bond has been duly and validly
voted, authorized, tssued, sold, and delivered, that all acts, cond~ttons, and things required or proper
to be performed, east, and be done precedent to or tn the authonzatton, tssuance, and delivery ofthts
Bond have been performed, erasted, and been done m accordance wnh law, that this Bond ~s a general
obhgauon of the Issuer, tssued on the full froth and credtt thereof, and that annual ad valorem taxes
sufiictent to provide for the payment of the interest on and pnnctpal of tins Bond, as such ~nterest
comes due and such pnnc~pal matures, have been levaed and ordered to be levted against all taxable
property m the Issuer, and have been pledged ~rrevocably for such payment, w~thm the hrmt pre-
scribed by law
BY BECOMING the registered owner of tins Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and prowslons, acknowledges that the Bond Ord,nance is duly recorded and avadable for
tnspectton in the official nunutes and records of the govermng body of the Issuer, and agrees that the
terms and prowslons of tins Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer
16
IN WITNESS WHEREOF, the Issuer has caused flus Bond to be signed w~th the manual or
facs~mde signature of the Mayor of the Issuer and countersigned with the manual or facs~mde
signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed tn facsimile, on this Bond
City Secretary, Ctty of Denton, Texas Mayor, City of Denton, Texas
(CITY SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed fftbas Bond ts not accompanied by an executed Registration
Certificate of the Comptroller of Pubhc Accounts of the State of Texas)
It ts hereby certified that flus Bond has been issued under the prows~ons of the Bond
Ordinance described tn th~s Bond, and that flus Bond has been issued m conversion of and exchange
for or replacement of a bond, bonds, or a pomon of a bond or bonds of an issue which originally was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Pubhc
Accounts of the State of Texas
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, DALLAS, TEXAS
Paying Agent/Registrar
Dated By
Authorized Representative
(INSERT BOND INSURANCE LEGEND, IF ANY)
17
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALLE RECEIVED, the undersigned registered owner of tins Bond, or duly authorized
representative or attorney thereof, hereby assigns thts Bond to
/ /
(Ass~gnee's Social (pnnt or typewrite Assignee's name and
Security or Taxpayer address, including zip code)
Identification Number)
and hereby trrevocably constttutes and appoints
attorney to transfer the rel~straUon of tins Bond on the Paying Agent/Regtstrar's Registration Books
wRh full power of substttutton tn the premises
Dated
Signature Guaranteed
NOTICE S~guature(s) must be Registered Owner
guaranteed by an ehgnble guarantor NOTICE Tins signature must correspond
tnst~tut~on parttc~patmg m a w~th the name of the Registered Owner
securities transfer associatton appeanng on the face of tins Certtficate in
recogmzed signature guarantee every particular wtthout alteration or
program enlargement or any change whatsoever
Section 8 TAX LEVY A special Interest and S~nhng Fund (the "Interest and Smktng
Fund") ts hereby created solely for the benefit of the Bonds, and the Interest and Stoking Fund shall
be estabhshed and mmntamed by the Issuer at an official depomory bank of the Issuer The Interest
and Stnlang Fund shall be kept separate and apart from all other funds and accounts oftbe Issuer, and
shall be used only for paying the ~nterest on and pnnc~pal of the Bonds AIl ad valorem taxes lexaed
and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the
Interest and Sinking Fund Dunng each year while any of the Bonds 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 vall be sufficient to raise and produce the money reqmred to pay the
interest on the Bonds as such interest becomes due, and to pro,nde and maintain a sinking fund
adequate to pay the pnnc~pal of its Bonds as such pnnclpal matures (but never less than 2% of the
original pnnclpal amount of the Bonds as a smkang fund each year), and said tax shall be based on the
latest approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and the
cost of tax collection Smd rate and amount of ad valorem tax ~s hereby levied, and ~s hereby ordered
18
to be lewed, agmnst all taxable property in the Issuer for each year while any of the Bonds or interest
thereon are outstanding and unpmd, and said tax shall be assessed and collected each such year and
deposited to the credit of the aforesmd Interest and Sinking Fund Smd ad valorem taxes sufficient
to prowde for the payment of the interest on and principal of the Bonds, as such interest comes due
and such principal matures, are hereby pledged for such payment, wthm the limit prescribed by law
Section 10 DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be
deemed to be prod, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this
Ordinance, except to the extent pro~nded in subsection (d) of this Section 10, when payment of the
prmcipal of such Bond, plus interest thereon to the due date (whether such due date be by reason of
maturity, upon redemption, or othemnse) either (0 shall have been made or caused to be made in
accordance vnth the terms thereof (including the giving of any required notice of redemption), or (n)
shall have been provided for on or before such due date by irrevocably depositing w~th or making
avmlable 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 pnncipal
and ~nterest m such amounts and at such times as vnll insure the availability, w~thout remvestment,
ofsufficleot money to prowde for such payment, and when proper arrangements have been made by
the Issuer w~th the Pa3qng Agent/Registrar for the payment of~ts serwces until all Defeased Bonds
shall have become due and payable At such time as a Bond shall be deemed to be a Defeased Bond
hereunder, as aforesmd, such Bond and the ~nterest thereon shall no longer be secured by, payable
from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in ttus
Ordinance, and such pnnclpal and interest shall be payable solely from such money or Government
Obligations
Co) Any moneys so deposited w~th the Paying Agent/Registrar may at the written direction
of the Issuer also be invested in Government Obligations, matunng in the amounts and times as
hereinbefore set forth, and all income from such Government Obligations received by the Paying
AgenffReg~strar wluch ~s not reqmred for the payment of the Bonds and interest thereon, w~th respect
to which such money has been so deposited, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer
(c) The term "Government Obligations" as used in tlus Section shall mean direct
obligations of the Umted States of America, including obligations the pnncipal of and interest on
wtuch are uncondmonally guaranteed by the United States of America, which may be Umted States
Treasury obligations such as ~ts State and Local Government Series, which may be in book-entry
form
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the servmes of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and
pay for such sermces as required by this Ordinance
Section 11 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS
(a) Replaccmont Bond~ In the event any outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Regmrar shall cause to be prmted, executed, and delivered, a new bond
19
of the same pnncipal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Bond, m replacement for such Bond m the manner herematter provided
Co) Application for ReDlacemant Bonds Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Relgstrar In every case of loss, tbet~, or destruction of a Bond, the reg,stered owner
applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemmty as may be required by them to save each of them harmless from any loss or
damage with respect thereto Also, m every case of loss, theft, or destruction of a Bond, the
registered owner shall furmsh to the Issuer and the Paying Agent/Registrar evidence to their
satisfaction of the loss, thett, or destruction of such Bond, as the case may be In every case of
damage or mutalat~on ora Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mut,lated
(c) No Defaul Oc fred Notwithstanding the foregoing prov~stons of this Section, in
the event of any such Bond shall have matured, and no default has occurred wtuch is then continuing
m the payment of the pnncipal of, redemption premium, if any, or interest on the Bond, the Issuer
may authorize the payment of the same (w~thout surrender thereof except m the case of a damaged
or mutdated Bond) instead of issuing a replacement Bond, proxnded security or mdemmty ~s furmshed
as above proxaded tn flus Section
(d) Charge for Issuing Replacement Bonds Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the registered owner of such Bond w~th all legal,
pnntmg, and other expenses m connection tberewth Every replacement bond issued pursuant to the
provistons of this Section by v~rtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obhgatlon oftbe Issuer whether or not the lost, stolen, or destroyed Bond
shall be found at any tune, or be enforceable by anyone, and shall be entitled to all the benefits ofttus
Ordinance equally and propomonately v~th any and all other Bonds duly tssued under this Ordinance
(e) Authon _ty for Issuing Replacement Bonds In accordance wah Section 6 of Vernon's
Ann Tex Crv St Art 717k-6, ttus Section oftlus Ordinance shall constitute anthonty for the
~ssuance of any such replacement bond vathout necesmy 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/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Bonds m the form and manner and w~th the effect, as provided in
Section 6(d) of this Ordinance for Bonds issued in conversion and exchange for other Bonds
Section 12 COVENANTS REGARDING TAX-EXEMPTION The Issuer covenants to
refrain from takang any action which would adversely affect, and to take any action required to
ensure, the treatment of the Bonds as obhgatlons described m section 103 of the Internal Revenue
Code of 1986, as amended (the "Code"), the interest on wtuch ~s not includable m 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 Bonds (less amounts deposited to a reserve fund, if any) are used for any "private bus~ness
2O
use", as defined m section 141 (0)(6) of the Code or, If more than 10 percent of the proceeds
are so used, that amounts, whether or not received by the Issuer, with respect to such private
business use, do not, under the terms of this Ord,nance or any underlying arrangement,
d~rectly or indirectly, secure or provide for the payment of more than 10 percent of the debt
service on the Bonds, m contravention of section 141(0)(2) of the Code,
(0) to take any action to assure that m the event that the "private business use"
described m subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds (less
amounts deposited Into a reserve fund, If any) then the amount in excess of 5 percent Is used
for a "private business use" wluch is "related" and not "disproportionate", vath,n the meaning
of section 141 (0)(3) of the Code, to the governmental use,
(c) to take any action to assure that no amount wluch Is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, ffany) ts directly or indirectly used to finance loans to persons, other than state or local
governmental umts, m contravention of section 141(c) of the Code,
(d) to reft'am from talong any action wluch would otherwse result m the Bonds
being treated as "private actiwty bonds" w~ttun the meaning of section 141 (0) of the Code,
(e) to refrain from talung any action that would result m the Bonds being
"federally guaranteed" w~ttun the meamng of section 149(0) of the Code,
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds wluch were used, directly or ind,rectly, to acquire
investment property (as defined m sectmn 148(0)(2) of the Code) which produces a materially
lugher y~eld over the term of the Bonds, other than investment property acquired wath --
(I) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less until such proceeds are needed for the purpose for wtuch the Bonds are
issued,
(2) amounts Invested in a bona fide debt service fund, w~thin the meaning
of section 1 148-1(0) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the stated pnncipal
amount (or, in the case ora discount, the issue price) of the Certificates,
(g) to othervase restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage), Section 149(g)
of the Code (relating to hedge bonds), and, to the extent applicable, section 149(d) of the
Code (relating to advance refundings), and
21
(h) to pay to the United States of America at least once dunng each five-year
period Coe~nmng on the date ofdehvery of the Bonds) an amount that is at least equal to 90
percent of the "Excess Earmngs", watlun the meamng of section 148(0 of the Code and to pay
to the Umted States of Amenc~ not later that 60 days after the Bonds have been paid in full,
100 percent of the amount then required to be paid as a result of Excess Earnings under
section 148(0 of the Code
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds"
includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding
bonds, transferred proceeds 0f any) and proceeds of the refunded bonds expended prior to the date
ofissuance of the Bonds It Is the understanding of the Issuer that the covenants comamed hereto
are intended to assure compliance vath the Code and any regulations or rulings promulgated by the
U S Department of the Treasury pursuant thereto In the event that regulations or rulings are
hereafter promulgated which modify, or expand provaslons of the Code, as applicable to the Bonds,
the Issuer wall not be required to comply wath any covenant contmned herein to the extent that such
modification or expansion, in the opimon of nationally-recogmzed bond counsel, wall not adversely
affect the exemption from federal income taxation of interest on the Bonds under section 103 of the
Code In the event that regulations or rulings are hereafter promulgated which impose additional
requirements wluch are applicable to the Bonds, the Issuer agrees to comply wath the additional
requirements to the extent necessary, in the opimon of natlonally-recogmzed bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103 of
the Code In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor of
the Issuer to execute any documents, certificates or reports required by the Code and to make such
elections, on behalf of the Issuer, which may be pemutted by the Code as are consistent wath the
purpose for the issuance of the Bonds
In order to facilitate compliance wath the above covenant (h), a "Rebate Fund" is hereby
established by the Issuer for the sole benefit of the Umted States of America, and such fund shall not
be subject to the clam of any other person, including wathout limitation, the owners of the
Certificates The Rebate Fund is established for the additional purpose ofcomphance wath Section
148 of the Code
Section 13 ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT The Issuer covenants to account for the expenditure of sale proceeds and investment
earnings to be used for the purposes described in Section I of this Ordinance (each such purpose
referred to herein and Section 14 hereof as a "Project") on its books and records by allocating
proceeds to expenditures wathin 18 months of the later of the date that (1) the expenditure is made,
or (2) the ProJect is completed The foregoing notwathstandmg, the Issuer shall not expend sale
proceeds or investment earnings thereon more than 60 days after the later of(l) the fifth anniversary
of the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Issuer obtains an opinion
of nationally-recogmzed bond counsel that such expenditure will not adversely affect the tax-exempt
status of the Bonds
Section 14 DISPOSITION OF PROIECT The Issuer covenants that the property
constituting the Project wall not be sold or otherwise disposed in a transaction resulting in the receipt
by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-
22
recogmzed bond counsel that such sale or other disposition will not adversely affect the tax-exempt
status of the Bonds
Sect~onl5 DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS Thelssuer
hereby designates the Bonds as "quabfied tax-exempt obhgatlons" as defined m Section 2650))(3) of
the Code In furtherance of such designation, the Issuer represents, covenants and warrants the
follov, qng (a) that dunng the calendar year in which the Bonds are issued, the Issuer 0ncludlng any
subordinate enuues) has not designated nor will des,gnate obligations, which when aggregated vath
the Bonds, vail result m more than $10,000,000 of"qualified tax-exempt obhgat~ons" beln$ issued,
and 0)) that the Issuer reasonably ant~opates that the amount of tax-exempt obhgatlons issued, dunng
the calendar year in wluch the Bonds are issued, by the Issuer (or any subordinate entities) vail not
exceed $10,000,000
Section 16 CUSTODY, APPROVAL, AND REGISTRATION OF BONDS, BOND
COUNSEL'S OPINION, CUSIP NUMBERS, PREAMBLE AND INS~CE The Mayor of the
Issuer ~s hereby authorized to have control of the Imttal Bond issued hereunder and all necessa~
records and proceedings pertmmng to the Imtial Bond pending ~ts dehvery and its mvest~gation,
examination, and approval by the Attorney General of the State of Texas, and ~ts registration by the
Comptroller of Pubhc Accounts of the State of Texas Upon registration of the Imt~al Bond said
Comptroller of Pubhc Accounts (or a deputy designated in writing to act for said Comptroller) shall
manually s~gn the Comptroller's Registrat~on Certificate on the Imt~al Bond, and the seal of sa~d
Comptroller shall be ~mpressed, or placed m facsimile, on the Initial Bond The approwng legal
op~mon of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the
Issuer, be pnnted on the Imtial 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 convemence and mformatmn of the registered owners of the Bonds The preamble to th~s
Ordinance is hereby adopted and made a part hereof for all purposes If insurance is obtmned on any
of the Bonds, the Imtial Bond and all other Bonds shall bear an appropriate legend concerning
insurance as prowded by the insurer
Section 17 SALE OF INITIAL BOND The Imt~al Bond ~s hereby sold and shall be
dehvered to F~rst Tennessee Capital Markets, for cash for the par value thereof and accrued interest
thereon to date of dehvery, plus a prenuum orS-0- It ~s hereby officmlly found, determined, and
declared that the Imtial Bond has been sold at public sale to the bidder offenng the lowest interest
cost, aider receiving sealed bids pursuant to an Offlcml Not~ce of Sale and B~dding Instructions and
Officml Statement dated Aprd 1, 1997, prepared and distributed in connection vath the sale of the
Imtml Bond Smd Official Notme of Sale and Bidding Instructions and Officml Statement, and any
addenda, supplement, or amendment thereto have been and are hereby approved by the Issuer, and
their use m the offer and sale of the Bonds ~s hereby approved It Is further officmlly found,
detemuned, and declared that the statements and representations contained in said Officml Notice of
Sale and Officml Statement are true and correct in all material respects, to the best knowledge and
behefofthe C~ty Councd
Section 18 INTEREST EARNINGS ON BOND PROCEEDS Interest earnings derived
from the investment ofprocecds from the sale of the Inmal Bond shall be used along vath other bond
proceeds for the acqms~tJon and construction of the ~mprovements for which the Bonds are ~ssued,
23
proxnded that after completion of such smprovements, if any of such interest earnings remain on hand,
such interest earnings shall be deposaed m the Interest and Smlong Fund It is further provided,
however, that any interest earmngs on bond proceeds which are required to be rebated to the United
States of America pursuant to Section 12 hereofm order to prevent the Bonds from being arbitrage
bonds shall be so rebated and not considered as interest earnings for the purposes ofth~s Section
Section 19 DTC REGISTRATION The Bonds lmtlally shall be issued and delivered in such
manner that no physical distribution of the Bonds wall be made to the pubhc, and the Depository Trust
Company CDTC"), New York, New York, initially wdl act as depository for the Bonds DTC has
represented that ~t is a limited purpose trust company incorporated under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" w~thin the meaning of the
New York Uniform Commercial Code, and a "cleanng agency" regnstered under Section 17A of the
federal Sec'unties Exchange Act of 1934, as amended, and the Issuer accepts, but in no way verifies,
such representations The Initial Bond authorized by tlus Ordinance shall be delivered to and
registered m the name of the Purchaser However, it is a condition of dehvery and sale that the
Purchaser, immediately after such delivery, shall cause the Paying AgenffReglstrar, as provided for
mttus Ordinance, to cancel smd Imttal Bond and deliver in exchange therefor a substitute Bond for
each maturity of such Imtml Bond, w~th each such substitute Bond to be registered in the name of
CEDE & CO, the normnee of DTC, and tt shall be the duty of the Paying Agent/Registrar to take
such actaon It ts expected that DTC vail hold the Bonds on behalf of the Purchaser and/or The DTC
Pamc~pants, as defined and described m the Official Statement referred to and approved in Section
16 hereof(the "DTC Participants") So long as each Bond is registered in the name of CEDE & CO,
the Paying Agent/Registrar shall treat and deal vath DTC tn all respects the same as if it were the
actual and beneficial owner thereof It ts expected that DTC will mmntmn a book entry system wluch
vail identify beneficial ownerslup of the Bonds by DTC Parhc~pants in integral amounts of $5,000,
vath transfers of ownerslup being effected on the records of DTC and the DTC Participants pursuant
to rules and regulations estabhshed by them, and that the substitute Bonds initially deposited wath
DTC shall be tmmobthzed and not be further exchanged for substitute Bonds except as hereinafter
pro,aded The Issuer is not responsible or liable for any functions of DTC, will not be responsible
for paying any fees or charges with respect to its serwces, vail not be responsible or liable for
maintaining, supepasmg, or rexaewmg the records of DTC or the DTC Participants, or protecting any
interests or nights of the beneficial owners of the Bonds It shall be the duty of the Purchaser and the
DTC Pamclpants to make all arrangements vnth DTC to estabhsh th~s book-entry system, the
beneficial ownership of the Bonds, and the method of paying the fees and charges of DTC The
Issuer does not represent, nor does ~t tn any way covenant that the imt~al book-entry system
estabhshed vath DTC wall be mmntmned m the future The Issuer reserves the right and option at any
t~me m the future, m its sole &seretlon, to terminate the DTC (CEDE & CO ) book-entry only regis-
trat~on reqmrement described above, and to permit the Bonds to be registered in the name of any
owner If the Issuer exemlses its right and option to terminate such reqmrement, it shall give written
notme of such termination to the Paying Agent/Registrar and to DTC, and thereafter the Paying
Agent/Registrar shall, upon presentation and proper request, register any Bond m any name as
prowded for m tlus Ordinance Notwathstandmg the m~ttal estabhshment of the foregoing book-entry
system vath DTC, if for any reason any of the originally dehvered substitute Bonds is duly filed with
the Paying Agent/Registrar vath proper request for transfer and substitution, as prowded for in th~s
Ordinance, substitute Bonds w~ll be duly delivered as provided ~n th~s Ordinance, and there wdl be
no assurance or representation that any book-entry system will be mmntamed for such Bonds
24
Section 20 CONTINUING DISCLOSURE (a) ~ (0 The Issuer shall
provide annually to each NRMSIR and any SID, wthin six months after the end of each fiscal year
ending m or afrer 1997, financial information and operating data wath respect to the Issuer of the
general type included m the final Offictal Statement anthonzed by Section 17 of this Ordinance, being
the mformat~on described tn Exh,btt A hereto, which Exhtblt Is attached to and incorporated tn th,s
Ordinance as ~fwntten word for word hereto Any financtal statements so to be prowded shall be (1)
prepared tn accordance wath the account,ng prmctples described tn Exhibtt A hereto, or such other
accounting pnncuples as the Issuer may be reqmred to employ from ttme to ttme pursuant to state law
or regul~on, and (2) audited, tfthe Issuer commtsstons an audtt of such statements and the audtt ts
completed wathm the period during whtch they must be prowded If the audtt of such financtal
statements ~s not complete wathm such period, then the Issuer shall provtde unaudited financtal
statements by the reqmred ttme and wall provtde audited financial statements for the applicable fiscal
year to each NRMSIR and any SID, when and if the audit report on such statements become
available
(u) If the Issuer changes ~ts fiscal year, tt will not,~y each NRMSIR and any SID of the
change (and of the date of the new fiscal year end) prior to the next date by which the Issuer
otherwase would be reqmred to prowde financtal reformation and operating data pursuant to flus
Section The financtal ~nformatton and operating data to be prowded pursuant to this Section may
be set forth m full m one or more documents or may be tncluded by specific reference to any
document 0ncludtng an offictal statement or other off'enng document, if It is available from the
MSRB) that theretofore has been provided to each NRMSIR and any SID or filed wath the SEC
(b) M al Even No ~c s The Issuer shall notify any SID and etther each NILMSIR or the
MSRB, m a ttmely manner, of any of the followang events wath respect to the Bonds, tf such event
ts material watlun the meamng of the federal securities laws
1 Pnnc:pal and interest payment dehnquencies,
2 Non-payment related defaults,
3 Unscheduled draws on debt serv, ce reserves reflecting financial d~fficulties,
4 Unscheduled draws on credtt enhancements reflecting financtal d~fficulties,
5 Substitutton of credtt or hqmdlty providers, or their failure to perform,
6 Adverse tax optmons or events affecting the tax-exempt status of the Bonds,
7 Modifications to rights of holders of the Bonds,
8 Bond calls,
9 Defeasances,
10 Release, subst,tutlon, or sale of property secunng repayment of the Bonds, and
25
11 Rating changes
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any
fa,lure by the Issuer to provide financial information or operating data in accordance with subsection
(a) of this Section by the time required by such subsection
(c) Limitations. Dlscla,mcrs. and Amendments. (I) The Issuer shall be obligated to observe
and perform the covenants specified tn this Section for so long as, but only for so long as, the Issuer
remains an "obligated person" x, ath respect to the Bonds within the meaning of the Rule, except that
the Issuer tn any event will give the notice required by Subsection Co) hereof of any Bond calls and
defeasance that cause the Issuer to no longer be such an "obligated person"
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable right, remedy, or claim hereunder to any other person The Issuer
undertakes to provide only the financial information, operating data, financial statements, and notices
which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to
provide any other information that may be relevant or material to a complete presentation of the
Issuer's financial results, condition, or prospects or hereby undertake to update any information
provided m accordance with this Section or otherwise, except as expressly provided herein The
Issuer does not make any representation or warranty concerning such reformation or its usefulness
to a decision to invest in or sell Bonds at any future date
(iii) UNDER. NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR. DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall compnse a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws
(v) The provisions ofth,s Section may be amended by the Issuer from time to time to adapt
to changed c~rcumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offermg of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations ofthe Rule since such offering as well as such changed circumstances and (2) either
(a) the registered owners ora ma. lonty in aggregate pnncipal amount (or any greater amount required
by any other provision of this Ordinance that authorizes such an amendment) of the outstanding
Bonds consent to such amendment or Co) a person that is unaffiliated with the Issuer (such as
nattonally recogmzed bond counsel) determined that such amendment wdl not materially tmpa~r the
interest of the registered owners and benefictal owners of the Bonds If the Issuer so amends the
prows~ons ofth~s Section, tt shall ,nclude w~th any amended financml mformat~on or operating data
next provaded m accordance vath subsectton (a) of th~s Section an explanation, m narrattve form, of
the reason for the amendment and of the ~mpact of any change in the type of financtal mformatton or
operating data so prowded The Issuer may also amend or repeal the provisions of th~s continuing
disclosure agreement fi.the SEC amends or repeals the apphcable prowston of the Rule or a court of
final junsdtctton enters judgment that such provts~ons of the Rule are mvaltd, but only fi. and to the
extent that the prowstons ofttus sentence would not prevent an underwriter from lawfully purchasing
or selhng Bonds m the primary offering of the Bonds
(d) Defimt~ons. As used m th~s Sectton, the follovang terms have the meamngs ascribed to
such terms below
"MSRB" means the Mumctpal Securities Rulemakmg Board
"NRMSIR" means each person whom the SEC or ~ts staff has determtned to be a
nauonally recogn~.ed mumc~pal seeunt~es mformat~on repomory vnthm the meaning of the Rule from
t~me to time
"Rule" means SEC Rule 15c2-12, as amended from ttme to time
"SEC" means the Umted States Secunttes and Exchange Commtss~on
"SID" means any person destgnated by the State of Texas or an authorized
department, officer, or agency thereof as, and determtned by the SEC or tts staff to be, a state
~nformatton depository w~thtn the meamng of the Rule from ttme to t~me
Sectaon 21 FURTHER PROCEDURES The Mayor of the Issuer, the City Secretary of the
Issuer, and all other officers, employees, and agents of the Issuer, and each of them, shall be and they
are hereby expressly authorized, empowered, and d~rected from t~me to ttme and at any ttme to do
and perform all such acts and things and to execute, acknowledge, and dehver m the name and under
the corporate seal and on behalf of the Issuer all such instruments, whether or not hereto mentioned,
as may be necessary or desirable ~n order to carry out the terms and provisions of thts Bond Ordi-
nance, the Bonds, the sale of the Bonds, and the Nottce of Sale and Official Statement, and the
Dtrector of Finance of the C~ty shall cause the expenses of~ssuance of the Bonds to be pa~d from the
proceeds of sale of the Imt~al Bond or from any other lawfully avadable funds of the Issuer In case
any officer whose stgnature shall appear on any Bond shall cease to be such officer before the dehvery
of such Bond, such s~gnature shall nevertheless be vahd and sufficient for all purposes the same as
fi. such officer had rematned tn office untd such dehvery
Sectton 22 OPEN MEETINGS The C~ty Council has found and determined that the
meeting at whmh th~s Ordinance ~s considered ~s open to the pubhc and that notme thereof was given
~n accordance vath the proxqstons of the Texas Open Meetings, Law, Tex Gov't Code, Chapter 551,
as amended
27
Section 23 EFFECTIVE DATE Th~s Ordinance shall become effective tmmediately upon
its passage and approval
PASSED AND APPROVED th~s the 15th, day of April, 1997
Jack I~, Mayor
ATTEST
Jenmfer Walters, C~ty Secretary
APPROVED AS TO LEGAL FORM
Herbert L Prouty, City Attorney
28
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 20 ofth~s Ordinance
Annual Financial Statements and Operating Data
The financial mformat~on and operatm8 data w~th respect to the Issuer to be provided annually
m accordance w~th such Section are as specified (and included m the Appendix or under the tables
of the Official Statement referred to) below
Tables numbered 1 through 14, inclustve, under the captions "Tax Informatton", "Debt
Service Requirements" and "Ftnancial Information" in the Official Statement
Appendix B tn the Official Statement
Accounting Principles
The accounting pnnclples referred to tn such Section are the accounting pnnciples described
tn the notes to the financial statements referred to m the paragraph above
CERTIFICATE FOR
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF
DENTON GENERAL OBLIGATION BONDS, SERIES 1997, LEVYING THE TAX TO
PAY SAME, AND APPROVING AND AUTHORIZING INSTRUMENTS AND
PROCEDURES RELATING THERETO, AND PROVIDING AN EFFECTIVE DATE
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
We, the undersigned officers of smd City, hereby certify as follows
1 The City Council of smd C~ty convened in SPECIAL MEETING ON THE 15TH DAY
OF APRIL, 1997, at the Municipal Budding (City Hall), and the roll was called of the duly
constituted officers and members of smd City Couned, to-vat
Jack l~ller, Mayor Dawd Biles
Euhne Brock, Mayor Pro Tern Carl G Young, Sr
Jerry Cott Ned Durrance
Rom Beasley
and all of smd persons were present, except the follovang absentees Jerry Cott, thus constituting a
quorum Whereupon, among other business, the follovang was transacted at smd Meeting a written
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF
DENTON GENERAL OBLIGATION BONDS, SERIES 1997 LEVYING THE TAX TO
PAY SAME, AND APPROVING AND AUTHORIZING INSTRUMENTS AND
PROCEDURES RELATING THERETO, AND PROVIDING AN EFFECTIVE DATE
was duly introduced for the consideration of smd City Council and duly read It was then duly moved
and seconded that smd Ordinance be passed, and, after due discussion, said motion, carrying vath it
the passage of said Ordinance, prevaded and earned by the follovang vote
AYES 6
NOES 0
ABSTENTIONS 0