1992-038 ORDINANCE NO 9 2-~.~
ORDINANCE
AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF
DENTON GENERAL OBLIGATION BONDS, SERIES 1992, LEVYING THE
TAX TO PAY SAME, AND APPROVING AND AUTHORIZING INSTRUMENTS
AND PROCEDURES RELATING THERETO
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
WHEREAS, the bonds hereinafter authorized were lawfully
and favorably voted at an election duly held in said City on
DECEMBER 13, 1986, and
WHEREAS, out of the bonds aggregating the amount of
$21,637,000 voted at said election, the City has duly issued
$10,715,000 thereof, represented by the City's bonds designated
as SERIES 1987, SERIES 1988, and SERIES 1989, and
WHEREAS, the Council of said City deems it necessary and
advisable to authorize, issue, and deliver another installment
or series of said bonds, and
WHEREAS, the bonds hereinafter authorized and designated
were voted and are to be issued, sold, and delivered pursuant
to Vernon's Ann Tex Civ St Articles 823 and 1175, Article
IX of the City's Home Rule Charter, and other applicable laws
THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY
ORDAINS THAT
Section 1 AMOUNT AND PURPOSE OF THE BONDS The bond or
bonds of the City of Denton, Texas (the "Issuer") are hereby
authorized to be issued and delivered in the aggregate princi-
pal amount of $2,630,000, FOR THE PURPOSE OF THE ACQUISITION OF
PROPERTY AND MAKING IMPROVEMENTS FOR PUBLIC PURPOSES IN SAID
CITY, TO-WIT $1,690,000 FOR STREET AND TRAFFIC CONTROL IM-
PROVEMENTS, and $940,000 FOR DRAINAGE IMPROVEMENTS
Section 2 DESIGNATION OF THE BONDS Each bond issued
pursuant to this Ordinance shall be designated "CITY OF DENTON
GENERAL OBLIGATION BOND, SERIES 1992", and initially there
shall be issued, sold, and delivered hereunder a single fully
registered bond, without interest coupons, payable in install-
ments of principal (the "Initial Bond"), but the Initial Bond
may be assigned and transferred and/or converted into and
exchanged for a like aggregate principal amount of fully
registered bonds, without interest coupons, having serial
maturities, and in the denomination or denominations of $5,000
or any integral multiple of $5,000, all in the manner herein-
after provided The term "Bonds" as used in this Ordinance
shall mean and include collectively the Initial Bond and all
substItute bonds exchanged therefor, as well as all other
substitute bonds and replacement bonds issued pursuant hereto,
and the ter~ "Bonds" shall mean any of the Bonds
Section 3 INITIAL DATE, DENOMINATION, NUMBER, MATURI-
TIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE
INITIAL BOND
(a) The Initial Bond is hereby authorized to be issued,
sold, and delivered hereunder as a single fully registered
Bond, without interest coupons, dated MARCH 1, 1992, in the
denomination and aggregate principal amount of $2,630,000,
numbered R-l, payable in annual installments of principal to
the initial registered owner thereof, to-wit
PAINEWEBBER, INC ,
or to the registered assignee or assignees of sa~d Bond or any
portion or portions thereof (in each case, the "registered
owner"), with the annual installments of principal of the
Initial Bond to be payable on the dates, respectively, and in
the principal amounts, respectively, stated in the FORM OF
INITIAL BOND set forth in this Ordinance
(b) The Initial Bond (i) may be prepaid or redeemed prior
to the respective scheduled due dates of installments of
principal thereof, (11) may be assigned and transferred, (111)
may be converted and exchanged for other Bonds, (iv) shall have
the characteristics, and (v) shall be signed and sealed, and
the principal of and interest on the Initial Bond shall be
payable, all as provided, and in the manner required or Indi-
cated, in the FORM OF INITIAL BOND set forth in this Ordinance
Section 4 INTEREST The unpaid principal balance of the
Initial Bond shall bear interest from the date of the Initial
Bond to the respective scheduled due dates, or to the respec-
tive dates of prepayment or redemption, of the installments of
principal of the Initial Bond, and said interest shall be
payable, all in the manner provided and at the rates and on the
dates stated in the FORM OF INITIAL BOND set forth in this
Ordinance
Section 5 FORM OF INITIAL BOND The form of the Initial
Bond, including the form of Registration Bond of the
comptroller of Public Accounts of the State of Texas to be
endorsed on the Initial Bond, shall be substantially as fol-
lows,
OF INITIAL BOND
NO R-1 $2,630,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON GENERAL OBLIGATION BOND
SERIES 1992
THE CITY OF DENTON, in Denton County, Texas (the "Issu-
er''), being a political subdivision of the State of Texas,
hereby promises to pay to
PAINEWEBBER, INC ,
or to the registered assignee or assignees of this Bond or any
portion or portions hereof (In each case, the "registered
owner") the aggregate prlnclpal amount of
$2,630,000
(TWO MILLION SIX HUNDRED THIRTY THOUSAND DOLLARS)
in annual installments of principal due and payable on JULY 1
In each of the years, and in the respective principal amounts,
as set forth in the following schedule
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAR MOUNT
1994 $ 75,000 2004 $140,000
1995 80 000 2005 150,000
1996 85 000 2006 160 000
1997 90 000 2007 170,000
1998 95 000 2008 180 000
1999 100 000 2009 190 000
2000 110 000 2010 200 000
2001 115 000 2011 210 000
2002 125 000 2012 225 000
2003 130000
and to pay interest, calculated on the basis of a 360-day year
composed of twelve 30-day months, from the date of this Bond
hereinafter stated, on the balance of each such installment of
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principal, respectively, from time to time remaining unpaid, at
the rates as follows
8 50% per annum on the above installment due in 1994
8 50% per annum on the above installment due in 1995
8 50% per annum on the above installment due in 1996
8 50% per annum on the above installment due in 1997
8 50% per annum on the above installment due in 1998
$ 50% per annum on the above installment due in 1999
5 55% per annum on the above installment due in 2000
5 75% per annum on the above installment due in 2001
5 90% per annum on the above installment due in 2002
6 00% per annum on the above installment due in 2003
6 15% per annum on the above installment due in 2004
6 30% per annum on the above installment due in 2005
6 40% per annum on the above installment due in 2006
6 50% per annum on the above installment due in 2007
6 25% per annum on the above installment due in 2008
6 25% per annum on the above installment due in 2009
6 25% per annum on the above installment due in 2010
6 25% per annum on the above installment due in 2011
6 25% per annum on the above installment due in 2012
with said interest being payable on JANUARY 1, 1993, and semi-
annually on each JULY i and JANUARY 1 thereafter while this
Bond or any portion hereof is outstanding and unpaid
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this
Bond are payable in lawful money of the united States of
~tmerlca, without exchange or collection charges The install-
ments of principal and the interest on this Bond are payable to
the registered owner hereof through the services of NATIONSBANK
OF TEXAS, N A , FORT WORTH, TEXAS, whlch is the "Paying
Agent/Registrar" for this Bond Payment of all principal of
and interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof on each princi-
pal and/or interest payment date by check, dated as of such
date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the Issuer required by the ordinance
authorizing the issuance of this Bond (the "Bond Ordinance") to
be on deposit with the Paying Agent/Registrar for such purpose
as hereinafter provided, and such check shall be sent by the
Paying Agent/Registrar by United States mall, first-class
postage prepaid, on each such principal and/or interest payment
date, to the registered owner hereof, at the address of the
registered owner, as it appeared at the close of business on
the 15th day of the month next preceding each such date (the
"Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described The Issuer cove-
nants with the registered owner of this Bond that on or before
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each principal and/or interest payment date for this 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, in Immediately
available funds, of all principal of and interest on this Bond,
when due
IF THE DATE for the payment of the principal of or inter-
est on this Bond shall be a Saturday, Sunday, a legal holiday,
or a day on which banking institutions in the City where the
Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall
be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are
authorized to close, and payment on such date shall have the
same force and effect as if made on the original date payment
was due
THIS BOND has been authorized in accordance with the
Constitution and laws of the State of Texas FOR THE PURPOSE OF
THE ACQUISITION OF PROPERTY AND MAKING IMPROVEMENTS FOR PUBLIC
PURPOSES IN SAID CITY, TO-WIT $1,690,000 FOR STREET AND
TRAFFIC CONTROL IMPROVEMENTS, and $940,000 FOR DRAINAGE IM-
PROVEMENTS
ON JULY 1, 2001, or on any date whatsoever thereafter, the
unpaid installments of principal of this Bond may be prepaid or
redeemed prior to their scheduled due dates, at the option of
the Issuer, with funds derived from any available source, as a
whole, or in part, and, if in part, the particular portion of
this Bond to be prepaid or redeemed shall be selected and
designated by the Issuer (provided that a portion of this Bond
may be redeemed only in an integral multiple of $5,000), at the
prepayment or redemption price of the par or principal amount
thereof, plus accrued interest to the date fixed for prepayment
or redemption
AT LEAST 30 days prlor to the date fixed for any such
prepayment or redemption a written notice of such prepayment or
redemption shall be mailed by the Paying Agent/Registrar to the
registered owner hereof By the date fixed for any such
prepayment or redemption due provision shall be made by the
Issuer with the Paying Agent/Registrar for the payment of the
required prepayment or redemption prlce for this Bond or the
portion hereof which is to be so prepaid or redeemed, plus
accrued interest thereon to the date fixed for prepayment or
redemption If such written not~ce of prepayment or redemption
IS given, and if due provision for such payment is made, all as
provided above, this Bond, or the portion thereof which is to
be so prepaid or redeemed, thereby automatically shall be
treated as prepaid or redeemed prior to its scheduled due date,
and shall not bear interest after the date fixed for lts
prepayment or redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to
receive the prepayment or redemption price plus accrued inter-
est to the date fixed for prepayment or redemption from the
Paying Agent/Registrar out of the funds provided for such
payment The Paying Agent~Registrar shall record in the
Registration Books all such prepayments or redemptions of
principal of this Bond or any portion hereof
THIS BOND, to the extent of the unpaid or unredeemed
principal balance hereof, or any unpaid and unredeemed portion
hereof in any integral multiple of $5,000, may be assigned by
the lnitlal registered owner hereof and shall be transferred
only in the Registration Books of the Issuer kept by the Paying
Agent/Registrar acting in the capacity of registrar for the
Bonds, upon the terms and conditions set forth in the Bond
Ordinance Among other requirements for such transfer, this
Bond must be presented and surrendered to the Paying Agent/
Registrar for cancellation, together with proper instruments of
assignment, in form and with guarantee of signatures satisfac-
tory to the Paying Agent/Registrar, evidencing assignment by
the initial registered owner of this Bond, or any portion or
portions hereof in any integral multiple of $5,000, to the
assignee or assignees in whose name or names this Bond or any
such portion or portions hereof is or are to be transferred and
registered Any instrument or instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to
evidence the assignment of this Bond or any such portion or
portions hereof by the initial registered owner hereof A new
bond or bonds payable to such assignee or assignees (which then
will be the new registered owner or owners of such new Bond or
Bonds) or to the initial registered owner as to any portion of
this Bond which is not being assigned and transferred by the
initial registered owner, shall be delivered by the Paying
Agent/Registrar in conversion of and exchange for this Bond or
any portion or portions hereof, but solely in the form and
manner as provided in the next paragraph hereof for the conver-
sion and exchange of this Bond or any portion hereof The
registered owner of this Bond shall be deemed and treated by
the Issuer and the Paying Agent/Registrar as the absolute owner
hereof for all purposes, including payment and discharge of
liability upon this Bond to the extent of such payment, and the
Issuer and the Paying Agent/Registrar shall not be affected by
any notice to the contrary
AS PROVIDED above and in the Bond Ordinance, this Bond, to
the extent of the unpaid or unredeemed prlnclpal balance
hereof, may be converted into and exchanged for a like
aggregate principal amount of fully registered bonds, without
interest coupons, payable to the assignee or assignees duly
designated in writing by the initial registered owner hereof,
or to the initial registered owner as to any portion of this
Bond which is not being assigned and transferred by the initial
registered owner, in any denomination or denominations in any
integral multiple of $5,000 (sub]ect to the requirement here-
lnafter stated that each substitute bond issued ~n exchange for
any portion of this Bond shall have a single stated principal
maturity date), upon surrender of this Bond to the Paying
Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Bond Ordinance If this
Bond or any portion hereof is assigned and transferred or
converted each bond issued in exchange for any portion hereof
shall have a single stated principal maturity date correspond-
lng to the due date of the installment of principal of this
Bond or portion hereof for which the substitute bond is being
exchanged, and shall bear interest at the rate applicable to
and borne by such installment of principal or portion thereof
Such bonds, respectively, shall be subject to redemption prior
to maturity on the same dates and for the same prices as the
corresponding installment of principal of this Bond or portion
hereof for which they are being exchanged No such bond shall
be payable in Installments, but shall have only one stated
principal maturity date AS PROVIDED IN THE BOND ORDINANCE,
THIS BOND IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED
OR CONVERTED ONCE ONLY, and to one or more assignees, but the
bonds issued and delivered in exchange for this Bond or any
portion hereof may be assigned and transferred, and converted,
subsequently, as provided in the Bond Ordinance The Issuer
shall pay the Paying Agent/Registrar's standard or customary
fees and charges for transferring, converting, and exchanging
this Bond or any portion thereof, but the one requesting such
transfer, conversion, and exchange shall pay any taxes or
governmental charges required to be paid with respect thereto
The Paying Agent/Registrar shall not be required to make any
such assignment, conversion, or exchange (1) during the period
commencing with the close of business on any Record Date and
ending with the opening of business on the next following
principal or interest payment date, or, (11) with respect to
any Bond or portion thereof called for prepayment or redemption
prior to maturity, within 45 days prior to its prepayment or
redemption date
IN THE EVENT any Paying Agent/Registrar for this Bond is
changed by the Issuer, resigns, or otherwise ceases to act as
such, the Issuer has covenanted in the Bond Ordinance that it
promptly will appoint a competent and legally qualified
substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owner of this Bond
IT IS HEREBY certified, recited, and covenanted that this
Bond has been duly and validly voted, authorized, Issued, sold,
and delivered, that all acts, conditions, and things required
or proper to be performed, exist, and be done precedent to or
in the authorization, issuance, and delivery of this Bond have
been performed, existed, and been done in accordance with law,
that this Bond is a general obligation of the Issuer, issued on
the full faith and credit thereof, and that annual ad valorem
taxes sufficient to provide for the payment of the interest on
and principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been
pledged irrevocably for such payment, within the limit pre-
scribed by law
BY BECOMING the registered owner of this Bond, the regis-
tered owner thereby acknowledges all of the terms and provi-
sions of the Bond Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Bond Ordinance is duly
recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees
that the terms and provisions of this Bond and the Bond Ordi-
nance constitute a contract between the registered owner hereof
and the Issuer
IN WITNESS WHEREOF, the Issuer has caused this Bond to be
signed with the manual signature of the Mayor of the Issuer and
countersigned with the manual signature of the City Secretary
of the Issuer, has caused the official seal of the Issuer to be
duly impressed on this Bond, and has caused this Bond to be
dated MARCH 1, 1992
City Secretary, Mayor,
City of Denton, Texas City of Denton, Texas
(CITY
SEAL)
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTRO?,L~R OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO
I hereby certify that this Bond has been examined, certi-
fied as to validity, and approved by the Attorney General of
the State of Texas, and that this Bond has been registered by
the Comptroller of Public Accounts of the State of Texas
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Sectlon 6 ADDITIONAL CHARACTERISTICS OF THE BONDS
Re~lstration and Transfer (a) The Issuer shall keep or cause
to be kept at the principal corporate trust office of
NATIONSBANK OF TEXAS, N A , FORT WORTH, TEXAS (the "Paying
Agent/Registrar") books or records of the registration and
transfer of the Bonds (the "Registration Books"), and the
Issuer hereby appoints the Paying Agent/Registrar as its
registrar and transfer agent to keep such books or records and
make such transfers and registrations under such reasonable
regulations as the Issuer and Paying Agent/Registrar may
prescribe, and the Paying Agent/ Registrar shall make such
transfers and registrations as herein provided The Paying
Agent/Registrar shall obtain and record in the Registration
Books the address of the registered owner of each Bond to which
payments with respect to the Bonds shall be mailed, as herein
provided, but it shall be the duty of each registered owner to
notify the Paying Agent/Registrar in writing of the address to
which payments shall be mailed, and such interest payments
shall not be mailed unless such notice has been given The
Issuer shall have the right to inspect the Registration Books
during regular business hours of the Paying Agent/Registrar,
but otherwise the Paying Agent/Registrar shall keep the Regis-
tration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity
Registration of each Bond may be transferred in the Registra-
tion Books only upon presentation and surrender of such Bond to
the Paying Agent/Registrar for transfer of registration and
cancellation, together with proper written Instruments of
assignment, in form and with guarantee of signatures satis-
factory to the Paying Agent/Registrar, (1) evidencing the
assignment of the Bond, or any portion thereof in any integral
multiple of $5,000, to the assignee or assignees thereof, and
(ii) the right of such assignee or assignees to have the Bond
or any such portion thereof registered in the name of such
assignee or assignees Upon the assignment and transfer of any
Bond or any portion thereof, a new substitute Bond or Bonds
shall be issued in conversion and exchange therefor in the
manner herein provided The Initial Bond, to the extent of the
unpaid or unredeemed principal balance thereof, may be assigned
and transferred by the initial registered owner thereof once
only, and to one or more assignees designated in writing by the
initial registered owner thereof Ail Bonds issued and
9
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 requirement hereinafter
stated that each substitute Bond shall have a single stated
principal maturity date), shall be in the form prescribed in
the FORM OF SUBSTITUTE BOND set forth in this Ordinance, and
shall have the characteristics, and may be assigned, trane-
ferred, and converted as hereinafter provided If the Initial
Bond or any portion thereof is assigned and transferred or
converted the Initial Bond must be surrendered to the Paying
Agent/Registrar for cancellation, and each Bond issued in
exchange for any portion of the Initial Bond shall have a
single stated principal maturity date, and shall not be payable
in installments, and each such Bond shall have a principal
maturity date corresponding to the due date of the Installment
of principal or portion thereof for which the substitute Bond
is being exchanged, and 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
If only a portion of the Initial Bond is assigned and trans-
ferred, there shall be delivered to and registered in the name
of the initial registered owner substitute Bonds in exchange
for the unassigned balance of the Initial Bond in the same
manner as if the initial registered owner were the assignee
thereof If any Bond or portion thereof other than the Initial
Bond is assigned and transferred or converted each Bond issued
in exchange therefor shall have the same principal maturity
date and bear interest at the same rate as the Bond for which
it is exchanged A for~ of assignment shall be printed or
endorsed on each Bond, excepting the Initial Bond, which shall
be executed by the registered owner or its duly authorized
attorney or representative to evidence an assignment thereof
Upon surrender of any Bonds or any portion or portions thereof
for transfer of registration, an authorized representative of
the Paying Agent/Registrar shall make such transfer in the
Registration Books, and shall deliver a new fully registered
substitute Bond or Bonds, having the characteristics herein
described, payable to such assignee or assignees (which then
wlll be the registered owner or owners of such new Bond or
Bonds), or to the previous registered owner in case only a
portion of a Bond is being assigned and transferred, all in
conversion of and exchange for said assigned Bond or Bonds or
any portion or portions thereof, in the same form and manner,
and with the same effect, as provided in Section 6(d), below,
for the conversion and exchange of Bonds by any registered
owner of a Bond The Issuer shall pay the Paying Agent/Regis-
trar's standard or customary fees and charges for making such
transfer and delivery of a substitute Bond or Bonds, but the
one requesting such transfer shall pay any taxes or other
governmental charges required to be paid with respect thereto
10
The Paying Agent/Registrar shall not be required to make
transfers of registration of any Bond or any portion thereof
(1) during the period commencing with the close of business on
any Record Date and ending with the opening of business on the
next following principal or interest payment date, or, (11)
with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 45 days prior to its
redemption date
(b) Ownershlm of Bonds The entity in whose name any
Bond shall be registered in the Registration Books at any time
shall be deemed and treated as the absolute owner thereof for
all purposes of this Ordinance, whether or not such Bond shall
be overdue, and the Issuer and the Paying Agent/Registrar shall
not be affected by any notice to the contrary, and payment of,
or on account of, the principal of, premium, if any, and
interest on any such Bond shall be made only to such registered
owner Ail such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid
(c) p~vment 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 its agent to convert and exchange or
replace Bonds, all as provided in this Ordinance The Paying
Agent/Registrar shall keep proper records of all payments made
by the Issuer and the Paying Agent/Registrar with respect to
the Bonds, and of all conversions and exchanges of Bonds, and
all replacements of Bonds, as provided in this Ordinance
(d) ~Qnverslon and Exchanae or Replacement, Authenti-
cation Each Bond issued and delivered pursuant to this
Ordinance, to the extent of the unpaid or unredeemed principal
balance or principal amount thereof, may, upon surrender of
such Bond at the principal corporate trust office of the Paying
Agent/Registrar, together with a written request therefor duly
executed by the registered owner or the assignee or assignees
thereof, or its or their duly authorized attorneys or represen-
tatives, with guarantee of signatures satisfactory to the
Paying Agent/Registrar, may, at the option of the registered
owner or such assignee or assignees, as appropriate, be con-
verted into and exchanged for fully registered bonds, without
Interest coupons, in the form prescribed in the FORM OF SUBSTI-
TUTE BOND set forth in this Ordinance, in the denomination of
$5,000, or any integral multiple of $5,000 (subject to the
requirement hereinafter stated that each substitute Bond shall
have a single stated maturity date), as requested in writing by
such registered owner or such assignee or assignees, in an
aggregate principal amount equal to the unpaid or unredeemed
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principal balance or principal amount of any Bond or Bonds so
surrendered, and payable to the appropriate registered owner,
assignee, or assignees, as the case may be If the Initial
Bond is assigned and transferred or converted each substitute
Bond issued in exchange for any portion of the Initial Bond
shall have a single stated principal maturity date, and shall
not be payable in installments, and each such Bond shall have a
principal maturity date corresponding to the due date of the
installment of principal or portion thereof for which the
substitute Bond is being exchanged, and 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 If a portion of any Bond (other than the
Initial Bond) shall be redeemed prior to its scheduled maturity
as provided herein, a substitute Bond or Bonds having the same
maturity date, bearing interest at the same rate, in the
denomination or denominations of any integral multiple of
$5,000 at the request of the registered owner, and in aggregate
principal amount equal to the unredeemed portion thereof, will
be issued to the registered owner upon surrender thereof for
cancellation If any Bond or portion thereof (other than the
Initial Bond) is assigned and transferred or converted, each
Bond issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Bond
for which it is being exchanged Each substitute Bond shall
bear a letter and/or number to distinguish it from each other
Bond The Paying Agent/Registrar shall convert and exchange or
replace Bonds as provided herein, and each fully registered
bond delivered in conversion of and exchange for or replacement
of any Bond or portion thereof as permitted or required by any
provision of this Ordinance shall constitute one of the Bonds
for all purposes of this Ordinance, and may again be converted
and exchanged or replaced It is specifically provided that
any Bond authenticated in conversion of and exchange for or
replacement of another Bond on or prior to the first scheduled
Record Date for the Initial Bond shall bear interest from the
date of the Initial Bond, but each substitute Bond so authenti-
cated after such first scheduled Record Date shall bear inter-
est from the interest payment date next preceding the date on
which 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 following 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 Paying Agent/Registrar, but on each
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substitute Bond issued in conversion of and exchange for or
replacement of any Bond or Bonds issued under this Ordinance
there shall be printed a bond, in the form substantially as
follows
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued
under the provisions of the Bond Ordinance described in this
Bond, and that this Bond has been issued in conversion of and
exchange for or replacement of a bond, bonds, or a portion of a
bond or bonds 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
NATIONSBANK OF TEXAS, N A ,
FORT WORTH, TEXAS
Paying Agent/Registrar
Dated By
Authorized Representative"
An authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually
sign the above Bond, and no such Bond shall be deemed to be
issued or outstanding unless such Bond is so executed The
Paying Agent/Registrar promptly shall cancel all Bonds surren-
dered for conversion and exchange or replacement No addition-
al ordinances, orders, or resolutions need be passed or adopted
by the governing body of the Issuer or any other body or person
so as to accomplish the foregoing conversion and exchange or
replacement of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and
delivery of the substitute Bonds in the manner prescribed
herein, and said Bonds shall be of type composition printed on
paper with lithographed or steel engraved borders of customary
weight and strength Pursuant to Vernon's Ann Tex 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/Reglstrar'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
customary fees and charges for transferring, converting, and
exchanging any Bond or any portion thereof, but the one re-
questing any such transfer, conversion, and exchange shall pay
13
any taxes or governmental charges required to be paid with
respect thereto as a condition precedent to the exercise of
such privilege of conversion and exchange The Paying Agent/
Registrar shall not be required to make any such conversion and
exchange or replacement of Bonds or any portion thereof (1)
during the period commencing with the close of business on any
Record Date and ending with the opening of business on the next
following principal or interest payment date, or, (11) with
respect to any Bond or portion thereof called for redemption
prior to maturity, within 45 days prior to 1ts redemption date
(e) ~ All Bonds Issued in conversion and
exchange or replacement of any other Bond or portion thereof,
(1) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be
payable only to the registered owners thereof, (ii) may be
redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be converted and exchanged
for other Bonds, (v) shall have the characteristics, (vi) shall
be signed and sealed, and (vii) the principal of and interest
on the Bonds shall be payable, all as provided, and in the
manner required or indicated, in the FORM OF SUBSTITUTE BOND
set forth in this Ordinance
(f) Payment of Fees and Charues The Issuer hereby
covenants with the registered owners of the Bonds that ~t will
(1) pay the standard or customary fees and charges of the
Paying Agent/Registrar for its services with respect to the
payment of the principal of and interest on the Bonds, when
due, and (ii) pay the fees and charges of the Paying Agent/
Registrar for services with respect to the transfer of regis-
tration of Bonds, and with respect to the conversion and
exchange of Bonds solely to the extent above provided in this
Ordinance
(g) Substitute Pavin~ A~ent/Re~istrar The Issuer
covenants with the registered owners of the Bonds that at all
times while the Bonds are outstanding the Issuer will provide a
competent and legally qualified bank, trust company, financial
institution, or other agency to act as and perform the services
of Paying Agent/Registrar for the Bonds under this Ordinance,
and ~hat the Paying Agent/Registrar will be one entity The
issuer reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 120 days written
notice to the Paying Agent/Registrar, to be effective not later
than 60 days prior to the next principal or interest payment
date after such notice In the event that the entity at any
time acting as Paying Agent/Registrar (or 1ts successor by
merger, acquisition, or other method) should resign or other-
wise cease to act as such, the Issuer covenants that promptly
14
it will appoint a competent and legally qualified hank, trust
company, financial institution, or other agency to act as
Paying Agent/Registrar under this Ordinance Upon any change
in the Paying Agent/Registrar, the previous Paying Agent/Regis-
trar promptly shall transfer and deliver the Registration Books
(or a copy thereof), along with all other pertinent books and
records relating to the Bonds, to the new Paying Agent/Regis-
trar designated and appolnted by the Issuer Upon any change
in the Paying Agent/Registrar, the Issuer promptly will cause a
written notice thereof to be sent by the new Paying Agent/-
Registrar to each registered owner of the Bonds, by United
States mail, first-class postage prepaid, which notice also
shall give the address of the new Paying Agent/Registrar By
accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provi-
slons of this Ordinance, and a certified copy of this Ordinance
shall be delivered to each Paying Agent/Registrar
Section 7 FORM OF SUBSTITUTE BONDS The form of all
Bonds issued ~n conversion and exchange or replacement of any
other Bond or portion thereof, including the form of Paying
Agent/Registrar's Bond to be printed on each of such Bonds, and
the Form of Assignment to be printed on each of the Bonds,
shall be, respectively, substantially as follows, with such
appropriate variations, omissions, or insertions as are per-
m~tted or required by this Ordinance
FORM OF SUBSTITUTE BOND
NO UNITED STATES OF AMERICA PRINCIPAL AMOUNT
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON GENERAL OBLIGATION BOND
SERIES 1992
ORIGINAL DATE
~ ~ OF ISSUE CUSIP NO
% MARCH 1, 1992
ON THE MATURITY DATE specified above the CITY OF DENTON,
in Denton County, Texas (the "Issuer"), being a political
subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter
called the ,'registered owner") the principal amount of
15
and to pay interest thereon, calculated on the basis of a
360-day year composed of twelve 30-day months, from MARCH 1,
1992, to the maturity date specified above, or the date of
redemption prior to maturity, at the interest rate per annum
specified above, with interest being payable on JANUARY 1,
1993, and semiannually on each JULY 1 and JANUARY 1 thereafter,
except that if the date of authentication of this Bond is later
than the first Record Date (hereinafter defined), such pr~ncl-
pal amount shall bear interest from the interest payment date
next preceding the date of authentication, unless such date of
authentication is after any Record Date (hereinafter defined)
but on or before the next following interest payment date, in
which case such principal amount shall bear interest from such
next following interest payment date
THE PRINCIPAL OF AND INTEREST ON th~s Bond are payable in
lawful money of the United States of America, without exchange
or collection charges The principal 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 NATIONSBANK OF TEXAS, N A , FORT WORTH, TEXAS,
which is the "Paying Agent/Registrar" for this Bond The
payment of interest on this Bond shall be made by the Paying
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 Ordinance") to be on
deposit with the Paying Agent/Registrar for such purpose as
hereinafter provided, and such check shall be sent by the
Paying Agent/Registrar by United States mail, first-class
postage prepaid, on each such 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 15th day
of the month next preceding each such date (the "Record Date")
on the Registration Books kept by the Paying Agent/Registrar,
as hereinafter described 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
provided herein shall be paid to the registered owner at the
principal corporate trust office of the Paying Agent/Registrar
upon presentation and surrender of this Bond for redemption and
payment at the principal corporate trust office of the Paying
Agent/Registrar The Issuer covenants with the registered
owner of this Bond that on or before each principal payment
date, interest payment date, and accrued interest payment date
for this Bond it will make available to the Paying Agent/
16
Registrar, from the "Interest and Sinking Fund" created by the
Bond Ordinance, the amounts required to provide for the pay-
ment, in immediately available funds, of all principal of and
Interest on the Bonds, when due
IF THE DATE for the payment of the principal of or inter-
est on this Bond shall be a Saturday, Sunday, a legal holiday,
or a day on which banking institutions in the City where the
Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall
be the next succeeding day which is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are
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 is one of an ~ssue of Bonds initially dated
MARCH 1, 1992, authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of
$2,630,000, FOR THE PURPOSE OF THE ACQUISITION OF PROPERTY AND
MAKING IMPROVEMENTS FOR PUBLIC PURPOSES IN SAID CITY, TO-WIT
$1,690,000 FOR STREET AND TRAFFIC CONTROL IMPROVEMENTS, and
$940,000 FOR DRAINAGE IMPROVEMENTS
ON JULY 1, 2001, or on any date whatsoever thereafter, the
Bonds of this Series may be redeemed prior to their scheduled
maturities, at the option of the Issuer, with funds derived
from any available and lawful source, as a whole, or in part,
and, if in part, the particular Bonds, or portions thereof, to
be redeemed shall be selected and designated by the Issuer
(provided that a portion of a Bond may be redeemed only in an
integral multiple of $5,000), at the redemption price of the
par or principal amount thereof, plus accrued interest to the
date fixed for redemption
AT LEAST 30 days prior to the date fixed for any redemp-
tion of Bonds or portions thereof prior to maturity a written
notice of such redemption shall be published once in a finan-
cial publication, Journal, or reporter of general circulation
among securities dealers in The City of New York, New York
(including, but not limited to, The Bond Buyer and The Wall
Street Journal), or in the State of Texas (~ncludlng, but not
limited to, The Texas Bond Reporter) Such notice also shall
be kent by the Paying Agent/Registrar by United States mall,
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 its address as it appeared on the
45th day prior to such redemption date, provided, however, that
the failure to send, mail, or receive such notice, or any
defect therein or in the sending or mailing thereof, shall not
17
affect the validity or effectiveness of the proceedings for the
redemption of any Bond, and it is hereby specifically provided
that the publication of such notice as required above shall be
the only not~ce actually required ~n connection w~th or as a
prerequisite to the redemption of any Bonds or portions there-
of By the date fixed for any such redemption due provision
shall be made with the Paying Agent/Registrar for the payment
of the required redemption price for the Bonds or portions
thereof which are to be so redeemed, plus accrued interest
thereon to the date fixed for redemption If such written
notice of redemptlon is published and if due provision for such
payment is made, all as provided above, the Bonds or portions
thereof whlch are to be so redeemed thereby automatically shall
be treated as redeemed prior to their scheduled maturities, and
they shall not bear interest after the date fixed for redemp-
tion, and they shall not be regarded as being outstanding
except for the right of the registered owner to receive the
redemption price plus accrued ~nterest from the Paying Agent/
Registrar out of the funds provided for such payment If a
portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearlng interest at the
same rate, in any denomination or denominations in any integral
multiple of $5,000, at the written request of the registered
owner, and in aggregate principal amount equal to the unre-
deemed portion thereof, will be issued to the registered owner
upon the surrender thereof for cancellation, at the expense of
the Issuer, all as provided in the Bond Ordinance
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTE-
GRAL MULTIPLE OF $5,000 may be assigned and shall be trans-
ferred only in the Registration Books of the Issuer kept by the
Paying Agent/Registrar acting in the capacity of registrar for
the Bonds, upon the terms and conditlons set forth in the Bond
Ordinance Among other requirements for such assignment and
transfer, this Bond must be presented and surrendered to the
Paying Agent/Registrar, together w~th proper lnstruments of
assignment, ~n form and with guarantee of signatures satisfac-
tory to the Paying Agent/Registrar, evidencing assignment of
th~s Bond or any portion or portions hereof in any ~ntegral
multiple of $5,000 to the assignee or assignees In whose name
or names this Bond or any such portion or portions hereof is or
are to be transferred and registered The form of Assignment
printed or endorsed on this Bond shall be executed by the
registered owner or its duly authorized attorney or representa-
tlve,to evidence the assignment hereof A new Bond or Bonds
payable to such assignee or assignees (whlch then w~ll be the
new registered owner or owners of such new Bond or Bonds), or
to the previous registered owner in the case of the assignment
and transfer of only a portion of this Bond, may be delivered
by the Paying Agent/Registrar in conversion of and exchange for
18
this Bond, all in the form and manner as provided in 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 making such trans-
fer, but the one requesting such transfer shall pay any taxes
or other governmental charges required to be paid w~th respect
thereto The Paying Agent/Registrar shall not be required to
make transfers of registration of this Bond or any portion
hereof (i) during the period commencing with the close of
buslmeSs on any Record Date and ending with the opening of
business on the next following principal or interest payment
date, or, (ii) with respect to any Bond or any portion thereof
called for redemption prior to maturity, within 45 days prior
to its redemption date The registered owner of this Bond
shall be deemed and treated by the Issuer and the Paying
Agent/Registrar as the absolute owner hereof for all purposes,
lnclmding payment and discharge of liability upon this Bond to
the extent of such payment, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the
contrary
ALL BONDS OF THIS SERIES are ~esuable solely as fully
registered bonds, without interest coupons, in the denomination
of any integral multiple of $5,000 As provided an the Bond
Ordinance, this Bond, or any unredeemed portlon hereof, may, at
the request of the registered owner or the assignee or as-
signees hereof, be converted into and exchanged for a like
aggregate principal amount of fully registered bonds, without
interest coupons, payable to the appropriate registered owner,
assignee, or assignees, as the case may be, hav~ng the same
maturity date, and bearing interest at the same rate, in any
denomination or denominations in any integral multiple of
$5,000 as requested in writing by the appropriate registered
owner, assignee, or assignees, as the case may be, upon sur-
render of this Bond to the Paying Agent/Registrar for cancella-
tion, all in accordance with the form and procedures set forth
· n the Bond Ordinance The Issuer shall pay the Paying Agent/
Registrar's standard or customary fees and charges for trans-
ferring, converting, and exchanging any Bond or any portion
thereof, but the one requesting such transfer, conversion, and
exchsnge shall pay any taxes or governmental charges required
to be paid with respect thereto as a condition precedent to the
exercise of such privilege of conversion and exchange The
PayiDg Agent/Registrar shall not be required to make any such
conversion and exchange (i) during the period commencing with
the close of business on any Record Date and ending with the
open,lng of business on the next following principal or interest
payment date, or, (il) with respect to any Bond or portion
thereof called for redemption prlor to maturity, within 45 days
prior to its redemption date
19
IN THE EVENT any Paying Agent/Registrar for the Bonds is
changed by the Issuer, resigns, or otherwise ceases to act as
such, the Issuer has covenanted in the Bond Ordinance that it
promptly will appoint a competent and legally qualified substi-
tute therefor, and promptly will cause written notice thereof
to be mailed to the registered owners of the Bonds
IT IS HEREBY certified, recited, and covenanted that this
Bond has been duly and validly voted, authorized, issued, sold,
and delivered, that all acts, conditions, and things required
or proper to be performed, exist, and be done precedent to or
in the authorization, issuance, and delivery of this Bond have
been performed, existed, and been done in accordance with law,
that this Bond is a general obligation of the Issuer, issued on
the full faith and credit thereof, and that annual ad valorem
taxes sufficient to provide for the payment of the interest on
and principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been
pledged irrevocably for such payment, within the limit pre-
scribed by law
BY BECOMING the registered owner of this Bond, the regis-
tered owner thereby acknowledges all of the terms and provi-
sions of the Bond Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Bond Ordinance is duly
recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees
that the terms and provisions of this Bond and the Bond Ordi-
nance constitute a contract between each registered owner
hereof and the Issuer
IN WITNESS WHEREOF, the Issuer has caused this Bond to be
signed with the facsimile signature of the Mayor of the Issuer
and countersigned with the facsimile signature of the City
Secretary of the Issuer, and has caused the official seal of
the Issuer to be duly impressed, or placed in facsimile, on on
this Bond
(~acsimile eianature) {~acslmlle slanature)
City of Denton, Texas city of Denton, Texas
(CITY SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
20
It is hereby certified that this Bond has been issued
under the provisions of the Bond Ordinance described in this
Bond, and that this Bond has been issued in conversion of and
exchange for or replacement of a bond, bonds, or a portion of a
bond or bonds 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
NATIONSBANK OF TEXAS, N A ,
FORT WORTH, TEXAS
Paying Agent/Registrar
Dated By
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of
this Bond, or duly authorized representative or attorney
thereof, hereby assigns this Bond to
/ /
(Assignee's Social (print or typewrite Assignee's name and
Security or Taxpayer address, including zip code)
Identification Number)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the
Paying Agent/Registrar's Registration Books with full power of
substitution in the premises
Dated
Signature Guaranteed
NOT~CE This signature must be Registered Owner
guaranteed by a member of the NOTICE This signature must
New York Stock Exchange or a correspond with the name of
commercial bank or trust the Registered Owner appear-
company lng on the face of this Bond
Section 8 TAX LEVY A special Interest and Sinking Fund
(the "Interest and Sinking Fund") is hereby created solely for
the benefit of the Bonds, and the Interest and S1nking Fund
21
shall be established and maintained by the Issuer at an offi-
cial depository bank of the Issuer The Interest and Sinking
Fund shall be kept separate and apart from all other funds and
accounts of the Issuer, and shall be used only for paying the
interest on and principal of the Bonds All ad valorem taxes
levied and collected for and on account of the Bonds shall be
deposited, as collected, to the credit of the Interest and
Sinking Fund During 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 will be sufficient to raise and
produce the money required to pay the Interest on the Bonds as
such interest becomes due, and to provide and maintain a
sinking fund adequate to pay the principal of its Bonds as such
principal matures (but never less than 2% of the original
principal amount of the Bonds as a sinking 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 Said rate and amount of ad
valorem tax is hereby levied, and is hereby ordered to be
levied, against all taxable property in the Issuer for each
year while any of the Bonds or interest thereon are outstanding
and unpaid, and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest
and Sinking Fund Said ad valorem taxes sufficient to provide
for the payment of the interest on and principal of the Bonds,
as such interest comes due and such principal matures, are
hereby pledged for such payment, within the limit prescribed by
law
Section 10 DEFEASANCE OF BONDS (a) Any Bond and the
interest thereon shall be deemed to be paid, retired, and no
longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsection (d)
of this Section, when payment of the principal of such Bond,
plus interest thereon to the due date (whether such due date be
by reason of maturity, upon redemption, or otherwise) either
(1) shall have been made or caused to be made in accordance
with the terms thereof (including the giving of any required
notice of redemption), or (ii) shall have been provided for on
or before such due date by irrevocably depositing with or
making available to the Paying Agent/Registrar for such payment
(1) lawful money of the United States of America sufficient to
make such payment or (2) Government Obligations which mature as
to principal and interest in such amounts and at such times as
will insure the availability, without reinvestment, of suffi-
cient money to provide for such payment, and when proper
arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment of its services until all
Defeased Bonds shall have become due and payable At such time
22
as a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer
be secured by, payable from, or entitled to the benefits of,
the ad valorem taxes herein levied and pledged as provided 1n
this Ordinance, and such principal and interest shall be
payable solely from such money or Government Obligations
(b) Any moneys so deposited with the Paying Agent/Regis-
trar may at the written direction of the Issuer also be In-
vested in Government obligations, maturing in the amounts and
times as hereinbefore set forth, and all income from such
Government Obligations received by the Paying Agent/Registrar
which is not requlred for the payment of the Bonds and ~nterest
thereon, with respect to which such money has been so de-
poslted, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer
(c) The term "Government Obligations" as used in this
Section shall mean direct obligations of the United States of
America, including obligations the principal of and interest on
which are unconditionally guaranteed by the United States of
America, which may be United States Treasury obligations such
as its State and Local Government Series, which may be in
book-entry form
(d) Until all Defeased Bonds shall have become due and
payable, the Paying Agent/Registrar shall perform the services
of Paying Agent/Registrar for such Defeased Bonds the same as
· f they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as required
by this Ordinance
Section 11 DAMAGED, MUTILATED, LOST, STOLEN, OR DE-
STROYED BONDS (a) Replacement Bonds In the event any
outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be print-
ed, executed, and delivered, a new bond of the same principal
amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Bond, in replacement for such Bond
in the manner hereinafter provided
(b) ADDlication for Replacement Bonds Application for
replacement of damaged, mutilated, lost, stolen, or destroyed
Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar In every case of loss, theft, or
destruction of a Bond, the registered owner applying for a
replacement bond shall furnish to the Issuer and to the Paying
Agent/Registrar such security or indemnity as may be required
by them to save each of them harmless from any loss or damage
with respect thereto Also, in every case of loss, theft, or
23
destruction of a Bond, the registered owner shall furnish to
the Issuer and the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond,
as the case may be In every case of damage or mutilation of a
Bond, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or muti-
lated
(c) No Default Occurred Notwithstanding the foregoing
provisions of this Section, in the event of any such Bond shall
have matured, and no default has occurred which is then con-
tlnuing in the payment of the principal of, redemption premium,
if any, or interest on the Bond, the Issuer may authorize the
payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemnity is furnished
as above provided in this Section
(d) Charae for Issuina Replacement Bonds Prior to the
Issuance of any replacement bond, the Paying Agent/Registrar
shall charge the registered owner of such Bond with all legal,
printing, and other expenses in connection therewith Every
replacement bond issued pursuant to the provisions of this
Section by virtue of the fact that any Bond is lost, stolen, or
destroyed shall constitute a contractual obligation of the
Issuer whether or not the lost, stolen, or destroyed Bond shall
be found at any time, or be enforceable by anyone, and shall be
entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Bonds duly issued under
this Ordinance
(e) Authority for Issulna Replacement Bonds In accor-
dance with Section 6 of Vernon's Ann Tex Civ St Art
717k-6, this Section of this Ordinance shall constitute author-
lty for the issuance of any such replacement bond without
necessity of further action by the governing body of the Issuer
or any other body or person, and the duty of the replacement of
such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authen-
ticate and deliver such Bonds in the form and manner and with
the effect, as provided in Section 6(d) of this Ordinance for
Bonds issued in conversion and exchange for other Bonds
Section 12 COVENANTS REGARDING TAX-EXEMPTION The
Issuer covenants to refrain from taking any action which would
adversely affect, and to take any action required to ensure,
the treatment of the Bonds as obligations described in section
103 of the Code, the interest on which is not includable in the
"gross income" of the holder for purposes of federal income
24
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 business use", as defined in section 141(b) (6) of
the Code or, if more than 10 percent of the proceeds are
so used, that amounts, whether or not received by the
Issuer, with respect to such private business use, do not,
under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for
the payment of more than 10 percent of the debt service on
the Bonds, in contravention of section 141(b) (2) of the
Code,
(b) to take any action to assure that in the event
that the "private business use" described in subsection
(a) hereof exceeds 5 percent of the proceeds of the 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" which is "related" and not "disproportion-
ate", within the meaning of section 141(b)(3) of the Code,
to the governmental use,
(c) to take any action to assure that no amount
which is greater than the lesser of $5,000,000, or 5
percent of the proceeds of the Bonds (less amounts depos-
ited into a reserve fund, if any) is directly or indirect-
ly used to finance loans to persons, other than state or
local governmental units, in contravention of section
141(c) of the Code,
(d) to refrain from taking any action which would
otherwise result in the Bonds being treated as "prlvate
activity bonds" within the meaning of section 141(b) of
the Code,
(e) to refrain from taking any action that would
result in the Bonds being "federally guaranteed" within
the meaning of section 149(b) of the Code,
(f) to refrain from using any portion of the pro-
ceeds of the Bonds, directly or lndlrectly, to acquire or
to replace funds which were used, directly or indirectly,
to acquire investment property (as defined in section
148(b) (2} of the Code) which produces a mater~ally hlgher
yield over the term of the Bonds, other than investment
property acquired with --
25
(1) proceeds of the Bonds invested for a
reasonable temporary period of 3 years or less until
such proceeds are needed for the purpose for which
the Bonds are issued,
(2) amounts invested in a bona fide debt
service fund, within the meaning of section
1 103-13(b) (12) of the Treasury Regulations, and
(3) amounts deposited in any reasonably re-
quired reserve or replacement fund to the extent such
amounts do not exceed 10 percent of the proceeds of
the Bonds,
(g) to otherwise 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) and, to the extent applicable,
section 149(d) of the Code (relating to advance
refundings),
(h) to pay to the United States of America at least
once during each five-year period (beginning on the date
of delivery of the Bonds) an amount that is at least equal
to 90 percent of the "Excess Earnings", within the meaning
of section 148(f) of the Code and to pay to the United
States of America, not later that 60 days after the 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(f) of the Code, and
(i) to maintain such records as will enable the
Issuer to fulfill its responsibilities under this section
and section 148 of the Code and to retain such records for
at least six years following the final payment of princi-
pal and interest on the Bonds
It is the understanding of the Issuer that the covenants
contained herein are intended to assure compliance with the
Code and any regulations or rulings promulgated by the U S
Department of the Treasury pursuant thereto In the event that
regulations or rulings are hereafter promulgated which modify,
or e~pand provisions of the Code, as applicable to the Bonds,
the ~Issuer will not be required to comply with any covenant
contained herein to the extent that such modification or
expansion, in the opinion of nationally-recognized bond coun-
sel, will 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
26
hereafter promulgated which impose additional requirements
which are applicable to the Bonds, the Issuer agrees to comply
with the additional requirements to the extent necessary, in
the opinion of nationally-recognized bond counsel, to preserve
the exemption from federal income taxation of interest on the
Bonds under section 103 of the Code
Section 13 CUSTODY, APPROVAL, AND REGISTRATION OF BONDS,
BOND COUNSEL'S OPINION, CUSIP NUMBERS, PREAMBLE AND INSURANCE
The Mayor of the Issuer is hereby authorized to have control of
the Initial Bond issued hereunder and all necessary records and
proceedings pertaining to the Initial Bond pending 1ts delivery
and its investigation, examination, and approval by the Attor-
ney General of the State of Texas, and its registration by the
Comptroller of Public Accounts of the State of Texas Upon
registration of the Initial Bond said Comptroller of Public
Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration
Certificate on the Initial Bond, and the seal of said Comptrol-
ler shall be impressed, or placed in facsimile, on the Initial
Bond The approving legal opinion of the Issuer's Bond Counsel
and the assigned CUSIP numbers may, at the option of the
Issuer, be printed on the Initial Bond or on any Bonds issued
and delivered in conversion of and exchange or replacement of
any Bond, but neither shall have any legal effect, and shall be
solely for the convenience and information of the registered
owners of the Bonds The preamble to this Ordinance is hereby
adopted and made a part hereof for all purposes If insurance
is obtained on any of the Bonds, the Initial Bond and all other
Bonds shall bear an appropriate legend concerning insurance as
provided by the insurer
Section 14 SALE OF INITIAL BOND The Initial Bond is
hereby sold and shall be delivered to PaineWebber, Inc and
Associates, for cash for the par value thereof and accrued
interest thereon to date of delivery, plus a premium of
$ - 0 - It is hereby officially found, determined, and
declared that the Initial Bond has been sold at public sale to
the bidder offering the lowest interest cost, after receiving
sealed bids pursuant to an Official Notice of Sale and Bidding
Instructions and official Statement dated February 18, 1992,
prepared and distributed in connection with the sale of the
Initial Bond Said official Notice of Sale and Bidding In-
structions and Official Statement, and any addenda, supplement,
or amendment thereto have been and are hereby approved by the
Issuer, and their use in the offer and sale of the Bonds is
hereby approved It is further officially found, determined,
and declared that the statements and representations contained
in said Official Notice of Sale and Official Statement are true
and correct in all material respects, to the best knowledge and
belief of the City Council
27
Section 15 INTEREST EARNINGS ON BOND PROCEEDS Interest
earnings derived from the investment of proceeds from the sale
of the Initial Bond shall be used along with other bond pro-
ceeds for the acquisition and construction of the improvements
for which the Bonds are Issued, provided that after completion
of such improvements, if any of such Interest earnings remain
on hand, such interest earnings shall be deposited in the
Interest and Sinking Fund It is further provided, however,
that any interest earnings on bond proceeds which are required
to be rebated to the United States of America pursuant to
Section 12 hereof in order to prevent the Bonds from being
arbitrage bonds shall be so rebated and not considered as
interest earnings for the purposes of this Section
Section 16 DESIGNATION AS QUALIFIED TAX-EXEMPT
OBLIGATIONS The Issuer hereby designates the Bonds as
"qualified tax-exempt obligations" as defined in Section
265(b)(3) of the Internal Revenue Code of 1986 (the "Code")
In furtherance of such designation, the Issuer represents,
covenants, and warrants the following (a) that during the
calendar year in which the Bonds are issued, the Issuer
(including any subordinate entities) has not designated nor
will designate any obligations which when aggregated with the
Bonds will result in more than $10,000,000 of "qualified
tax-exempt obligations" being Issued, (b) that the Issuer
reasonably anticipates that the amount of tax-exempt
obligations issued during the calendar year in which the Bonds
are issued, by the Issuer (or any subordinate entities) will
not exceed $10,000,000, and, (c) that the Issuer will take such
action or refrain from such action as necessary, and as more
particularly set forth in Section 12, hereof, in order that the
Bonds will not be considered "private activity bonds" within
the meaning of section 141 of the Code
Section 17 DTC REGISTRATION The Bonds initially shall
be issued and delivered in such manner that no physical distri-
bution of the Bonds will be made to the public, and the Deposi-
tory Trust Company ("DTC"), New York, New York, initially will
act as depository for the Bonds DTC has represented that it
is a limited purpose trust company incorporated under the laws
of the State of New York, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" regis-
tered under Section 17A of the federal Securities Exchange Act
of 1934, as amended, and the Issuer accepts, but in no way
verifies, such representations The Initial Bond authorized by
this Ordinance shall be delivered to and registered in the name
of the Purchaser However, it is a condition of delivery
28
and sale that the Purchaser, immediately after such delivery,
shall cause the Paying Agent/Registrar, as provided for in this
Ordinance, to cancel said Initial Bond and deliver in exchange
therefor a substitute Bond for each maturity of such Initial
Bond, with each such substitute Bond to be registered in the
name of CEDE & CO , the nominee of DTC, and it shall be the
duty of the Paying Agent/Registrar to take such action It is
expected that DTC will hold the Bonds on behalf of the Purchas-
er and/or the DTC Participants, as defined and described in the
official Statement referred to and approved in Section 14
hereof (the "DTC Participants") So long as each Bond is
registered in the name of CEDE & CO , the Paying Agent/Regis-
trar shall treat and deal with DTC in all respects the same as
if it were the actual and beneficial owner thereof It is
expected that DTC will maintain a book entry system which will
identify beneficial ownership of the Bonds by DTC Participants
in integral amounts of $5,000, with transfers of ownership
being effected on the records of DTC and the DTC Participants
pursuant to rules and regulations established by them, and that
the substitute Bonds initially deposited with DTC shall be
· mmobllized and not be further exchanged for substitute Bonds
except as hereinafter provided The Issuer is not responsible
or liable for any functions of DTC, will not be responsible for
paying any fees or charges with respect to 1ts services, will
not be responsible or liable for maintaining, supervising, or
reviewing the records of DTC or the DTC Participants, or
protecting any interests or rights of the beneficial owners of
the Bonds It shall be the duty of the Purchaser and the DTC
Participants to make all arrangements with DTC to establish
this book-entry system, the beneficial ownership of the Bonds,
and the method of paying the fees and charges of DTC The
Issuer does not represent, nor does it in any way covenant that
the initial book-entry system established with DTC will be
maintained in the future The Issuer reserves the right and
option at any time in the future, in its sole discretion, to
terminate the DTC (CEDE & CO ) book-entry only registration
requirement described above, and to permit the Bonds to be
registered in the name of any owner If the Issuer exercises
its right and option to terminate such requirement, it shall
give written notice of such termination to the Paying Agent/
Registrar and to DTC, and thereafter the Paying Agent/Registrar
shall, upon presentation and proper request, register any Bond
in any name as provided for in this Ordinance Notwithstand-
ing the initial establishment of the foregoing book-entry
system with DTC, if for any reason any of the originally
delivered substitute Bonds is duly filed with the Paying
Agent/Registrar with proper request for transfer and substitu-
tion, as provided for in this Ordinance, substitute Bonds will
be duly delivered as provided in this Ordinance, and there
29
wlll be no assurance or representation that any book-entry
system will be maintained for such Bonds
Section 18 FURTHER PROCEDURES The Mayor of the Issuer,
the City Secretary of the Issuer, and all other officers,
employees, and agents of the Issuer, and each of them, shall be
and they are hereby expressly authorized, empowered, and
directed from time to time and at any time to do and perform
all such acts and things and to execute, acknowledge, and
deliver in the name and under the corporate seal and on behalf
of the Issuer all such instruments, whether or not herein
mentioned, as may be necessary or desirable in order to carry
out the terms and provisions of this Bond Ordinance, the Bonds,
the sale of the Bonds, and the Notice of Sale and Official
Statement, and the Director of Finance of the City shall cause
the expenses of issuance of the Bonds to be paid from the
proceeds of sale of the Initial Bond In case any officer
whose signature shall appear on any Bond shall cease to be such
officer before the delivery of such Bond, such signature shall
nevertheless be valid and sufficient for all purposes the same
as if such officer had remained in office until such delivery
30
CERTIFICATE FOR
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF
CITY OF DENTON GENERAL OBLIGATION BONDS, SERIES 1992,
LEVYING THE TAX TO PAY SAME, AND APPROVING AND AUTHORIZING
I~STRUMENTS AND PROCEDURES RELATING THERETO
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
We, the undersigned officers of said City, hereby certify
as follows
1 The City Council of sald City convened
REGULAR MEETING ON THE 3RD DAY OF MARCH, 1992,
at the Municipal Building (City Hall), and the roll was called
of the duly constituted officers and members of sa~d City
Council, to-wit
Jennifer K Walters, City Secretary Bob Castleberry, Mayor
Mark Chew John Trent
Jane Hopkins J~m Alexander
Harold Perry Margaret Smith
and all of said persons were present, except the following
absentees J~ Hopkins ,
thus constituting a quorum Whereupon, among other business,
the following was transacted at said Meeting a written
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF
CITY OF DENTON GENERAL OBLIGATION BONDS, SERIES 1992,
LEVYING THE TAX TO PAY SAME, AND APPROVING AND AUTHORIZING
INSTRUMENTS AND PROCEDURES RELATING THERETO
was duly introduced for the consideration of said City Council
and duly read It was then duly moved and seconded that said
Ordinance be passed, and, after due discussion, said motion,
carrying with it the passage of said Ordinance, prevailed and
carried by the following vote
AYES
NOES 0
2 That a true, full, and correct copy of the aforesaid
Ordinance passed at the Meeting described in the above and
foregoing paragraph is attached to and follows this Certifi-
cate, that said Ordinance has been duly recorded in said City
Council's minutes of said Meeting, that the above and foregoing
paragraph is a true, full, and correct excerpt from said City
Council's minutes of said Meeting pertaining to the passage of
said Ordinance, that the persons named in the above and fore-
going paragraph are the duly chosen, qualified, and acting
officers and members of said city Council as indicated therein,
and that each of the officers and members of said City Council
was duly and sufficiently notified officially and personally,
in advance, of the time, place, and purpose of the aforesaid
Meeting, and that said Ordinance would be introduced and
considered for passage at said Meeting, and that said Meeting
was open to the public, and public notice of the time, place,
and purpose of said meeting was given, all as required by
Vernon's Ann Tex civ St Article 6252-17
3 That the Mayor of said city has approved, and hereby
approves, the aforesaid Ordinance, that the Mayor and the City
Secretary of said City have duly signed said Ordinance, and
that the Mayor and the city Secretary of said City hereby
declare that their signing of this Certificate shall constitute
the signing of the attached and following copy of said Ordi-
nance for all purposes
/hSIGNED AND SEAL~:D as of the 3rd day of March, 1992
(SEAL)
We, the undersigned, being respectively the City Attorney
and the Bond Attorneys of the City of Denton, Texas, hereby
certify that we prepared and approved as to legality the
attached and following Ordinance prior to its passage as
aforesaid
city Attor~
Bond Attorneys
PAYING AGENT/REGISTRAR
AGREEMENT entered into as of March 24, 1992 (this "Agreement")
by and between City of Denton (the "Issuer"), and NatlonsBank of
Texas, N A , duly organized and existing under the laws of the
United, States of America (the "Bank") at its office located in Fort
Worth, Texas
RECITALS OF THE ISSUER
The Issuer has duly authorized and provided for the issuance
of General Obligation Bonds, Series 1992 (the "Securities") in an
aggregate principal amount of $2,630,000 to be Issued as registered
securities without coupons,
All things necessary to make the Securities the valid
obligations of the Issuer, in accordance with their terms, will be
taken upon the issuance and delivery thereof,
The Issuer is desirous that the Bank acts as the Paying Agent
of the Issuer in paying the principal, premium (if any) and
interest on the Securities, in accordance with the terms thereof,
and that the Bank act as Registrar for the Securities,
The Issuer has duly authorized the execution and delivery of
this Agreement, and all things necessary to make th~s Agreement the
valid agreement of the Issuer, in accordance with its terms, have
been done
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT/REGISTRAR
Section 1 01 Appointment
The Issuer hereby appoints the Bank to act as Paying Agent
with respect to the Securities, in paying to the holders of the
Securities the principal, premium (if any) and interest on all or
any of the Securities
The Issuer hereby appoints the Bank as Registrar with respect
to the Securities
Section i 02 Compensation
As compensation for the Bank's services as Paying
Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees
and amounts set forth in the Annex A hereto for the first year of
this Agreement and thereafter the fees and amounts set forth in the
Bank's current fee schedule then in effect for services as Paying
Agent/Registrar for municipalities, which shall be supplied to the
Issuer on or before 90 days prior to the close of the fiscal year
of the Issuer, and shall be effective upon the first day of the
following fiscal year
In addition, the Issuer agrees to reimburse the Bank upon its
request for all reasonable expenses, disbursements and advances
incurred or made by the Bank in accordance with any of the
provisions hereof (Including the reasonable compensation and the
expenses and disbursements of its agents and counsel)
ARTICLE TWO
DEFINITIONS
Section 2 01 Definitions
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires
"Acceleration Date" on any security means the date on and
after which the principal or any or all installments of interest,
or both, are due and payable on any Security which as become
accelerated pursuant to the terms of the Security
"Bank Office" means the principal corporate trust office of
the Bank as Indicated on Page 10 The Bank will notify the Issuer
· n writing of any change in location of the Bank office
"Bond Resolution" means the resolution, order or ordinance of
the governing body of the Issuer pursuant to which the Securities
are issued certified by the Security or any other officer of the
Issuer and delivered to the Bank
"Fiscal Year" means the period ending September 30 of each
year
"Holder" and "Security Holder" each means a Person in whose
name a Security is registered in the Security Register
"Issuer Request" and "Issue Order" means a wrltten request or
order signed in the name of the Issuer by the Chief Financial
Officer of the Issuer, and delivered to the Bank
"Legal Holiday" means a day on which the Bank ~s required or
authorized to be closed
"Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision
of a government
"Predecessor Securities" of any particular Security means
every,previous Security evidencing all or a portion of the same
obligation as that evidenced by such particular Security (and, for
the purpose of this definition, any Security registered and
delivered under Section 5 06 in lieu of a mutilated, lost,
destroyed or stolen Security shall be deemed to evidence the same
obligation as the mutilated, lost, destroyed or stolen Security)
2
"Redemption Date" when used with respect to any Bond to be
redeemed means the date fixed for such redemption pursuant to the
terms of the Bond Resolution
"Responsible Officer" when used with respect to the bank means
the Chairman or Vice Chairman of the Board of Directors, the
Chairman or Vice Chairman of the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any
Assistant Cashier, any Trust Officer or Assistant Trust Officer, or
any other officer of the Bank customarily performing functions
similar to those performed by any of the above-designated officers
and means, with respect to a particular corporate trust matter, any
other officer to whom such matter Is referred because of his
knowledge of and familiarity with the particular sub3ect
"Security Register" means a register maintained by the Bank on
behalf of the Issuer providing for the registration and transfer of
Securities
"Stated Maturity" means the date specified in the Bond
Resolution as the fixed date on which the principal of the Security
is due and payable
Section 2 02 Other Definitions
The terms "Bank," "Issuer" and "Security" have the meanings
assigned to them in the opening paragraph of this Agreement or in
the Recitals of the Issuer
The term "Paying Agent/Registrar" refers to the Bank when it
is performing the functions associated w~th such terms in this
Agreement
ARTICLE THREE
PAYING AGENT
Section 3 01 Duties of Pa¥1nu A~ent
As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of
the Issuer, pay on behalf of the Issuer the principal of the
Security at 1ts Stated Maturity, Redemption Date, or Acceleration
Date, to the Holder upon surrender of the Security to the Bank at
the Bank Office
As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of
the Issuer, pay on behalf of the Issuer the interest on the
Security when due, by computing the amount of interest to be paid
each Holder, preparing the checks and mailing the checks on the
payment date, to the Holders of the Securities (or their
Predeoessor Securities) on the Record Date, addressed to their
address appearing on the Security Register
Section 3 02 Payment Dates
The Issuer hereby Instructs the Bank to pay the principal of
and interest on the Securities at the dates specified in the order
authorizing ~ssuance or bond resolution
ARTICLE FOUR
REGISTRAR
Section 4 01 Transfer and Exchange
The Bank agrees to keep and maintain for and on behalf of the
Issuer at the Bank Office books and records (herein sometimes
referred to as the "Security Register") for recording the names and
addresses of the Holders of the Securities, the transfer, exchange,
and replacement of the Securities and the payment of the principal
of and interest on the Securities to the Holders and containing
such other information as may be reasonably required by the Issuer
and subject to such reasonable regulations as the Issuer and the
Bank may prescribe The Bank is hereby appointed "Registrar" for
the purpose of registering Securlt~es and transfers of Securities
as herein provided The Bank agrees to maintain the Security
Register while it is Registrar Ail transfers, exchanges, and
replacements of Securities shall be noted in the Security Register
Every Security surrendered for transfer or exchange shall be
duly endorsed or be accompanied by a written Instrument of
transfer, the signature on which has been guaranteed by an officer
of a federal or state bank or a member of the National Association
of Securities Dealers, such written ~nstrument to be in a form
satisfactory to the Bank, duly executed by the Holder thereof or
his attorney duly authorized in writing
Registrar may request any supporting documentatlon if he feels
necessary to effect a re-registration, transfer or exchange of the
Securities
Section 4 02 certificates
The Issuer shall provide an adequate inventory of Securlt~es
certificates to facilitate transfers The Bank covenants that it
will maintain Securities certificates in safekeeping and will use
reasonable care in maintaining such Securities in safekeeping,
which shall be not less than the care ~t maintains for debt
securities of other governments or corporations for which ~t serves
as registrar, or which it maintains for 1ts own Securities
Section 4 03 Form of Security Reuister
The Bank as Registrar will maintain the records of the
Security Register in accordance with the Bank's general practices
and procedures in effect from time to time The Bank shall not be
obligated to maintain such Register ~n any form other than those
which the Bank has currently available and currently utilizes at
the time
4
The Securities Register may be maintained in written form or
in any other form capable of being converted into written form
within a reasonable time
Section 4 04 List of Security Holders
The Bank will provide the Issuer at any time requested by the
Issuer, upon payment of the required fee, a copy of the information
contained in the Security Register The Issuer may also inspect
the information in the Security Register at any time the Bank is
customarily open for business, provided that reasonable time is
allowed the Bank to provide an up-to-date listing or to convert the
information into written form
Except as otherwise required by law, the Bank will not release
or disclose the content of the Security Register to any person
other than to, or at the written request of, an authorized officer
or employee of the Issuer, except upon receipt of a subpoena or
court order Upon receipt of a subpoena or court order, the Bank
will notify the Issuer so that the Issuer may contest the subpoena
or court order
Section 4 05 Return of Cancelled Certificates
The Bank will, at such reasonable Intervals as it determines,
surrender to the Issuer, Securities certificates in lieu of which
or in exchange for which other Securities have been issued, or
which have been paid
Section 4 06 Mutilated. Destroyed. Lost or Stolen Securities
The Issuer hereby instructs the Bank to deliver and issue
Securities in exchange for or in lieu of mutilated, destroyed, lost
or stolen Securities as long as the same does not result in an
overlssuance
The Bank will issue and deliver a new Security in exchange for
a mutilated Security surrendered to it The Bank will issue a new
Security in lieu of a Security for which it received written
representation from the Holder that the Certificate representing
such Security is destroyed, lost or stolen, without the surrender
or production of the original Certificate The Bank will pay on
behalf of the Issuer the principal and premium, if any, of a
Security for which ~t receives written representation such Security
is destroyed, lost or stolen following the Stated Maturity or
Redemption of the Security, without the surrender or production of
the original Certificate
The Bank will not issue a replacement Security or pay such
replacement Security unless there is delivered to the Bank such
security or indemnity as it may require (which may be by the Bank's
blanket bond) to save both the Bank and the Issuer harmless
5
On satisfaction of the Bank and the Issuer, the Certificate
number on the Security registered will be cancelled with a notation
that it has been mutilated, destroyed, lost or stolen and a new
Security will be issued of the same series and of like tenor and
prlnci~al amount bearing a number (according to the Security
Register) not contemporaneously outstanding
The Bank may charge the Holder the Bankts fees and expenses in
connection with issuing a new Security in lieu of or exchange for
a mutilated, destroyed, lost or stolen Security
The Issuer hereby accepts the Bank's current blanket bond for
lost, stolen or destroyed Certificates and any future substitute
blanket bond for lost, stolen or destroyed Certificates that the
Bank may arrange, and agrees that the coverage under any such
blanket bond is acceptable to it and meets the Issuer's
requirements as to security or indemnity The Bank need not notify
the Issuer of any changes in the security or other company giving
such bond or the terms of any such bond The blanket bond then
utilized for the purpose of lost, stolen or destroyed Certificates
by the Bank is available for inspection by the Issuer on request
Section 4 07 Transaction Information to Issuer
The Bank w~ll, w~thin a reasonable time after receipt of
written request from the Issuer, furnish the Issuer ~nformatlon as
to the Securities it has paid pursuant to 3 01, Secur~tles ~t has
delivered upon the transfer or exchange of any Securlt~es pursuant
to Section 4 01 and Securities it has delivered in exchange for or
in lieu of mutilated, destroyed, lost or stolen Securities pursuant
to Section 4 06
ARTICLE FIVE
THE BANK
Section 5 01 Duties of Bank
The Bank undertakes to perform the duties set forth herein and
agrees to use reasonable care ~n the performance thereof
Section 5 02 ~ellanc~ on Documents. etc
(a) The Bank may conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein,
~n certlf~cates or opinions furnished to the Bank
(b) The Ba~k shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall
be proven that the Bank was negligent in ascertainIng the
pertinent facts
(c) NO provisions of this Agreement shall require the Bank to
expend or risk its own funds or otherwise incur any flnan¢~al
liability for performance of any of its duties hereunder, or
in the exercise of any of its r~ghts or powers, ~f it shall
have reasonable grounds for believing that repayment of such
funds or adequate indemnity satisfactory to it against such
risks or liability lS not assured to it
(d) The Bank may rely and shall be protected in actlng or
refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note, security, or other
paper or document believed by It to be genuine and to have
been signed or presented by the proper party or parties
Without limiting the generality of the foregoing statement,
the Bank need not examine the ownership of any Securities, but
is protected in acting upon receipt of Securities containing
an endorsement or instruction of transfer or power of transfer
which appears on its face to be signed by the Holder or an
attorney-in-fact of the Holder The Bank shall not be bound
to make any investigation into the facts or matters stated in
a resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
note, security or other paper or document supplied by Issuer
(e) The Bank may consult with counsel, and the written advice
of such counsel or any opinion of counsel shall be full and
complete authorization and protection with respect to any
action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon
(f) The Bank may exercise any of the powers hereunder and
perform any duties hereunder e~ther directly or by or through
agents or attorneys and the Bank
Section 5 03 Recitals of Issuer
The recitals contained herein and in the Securities shall be
taken as the statements of the Issuer, and the Bank assumes no
responsibility for thelr correctness
The Bank shall in no event be liable to the Issuer, any Holder
or HoLders of any Security or any other Person for any amount due
on any Security from its own funds
Section 5 04 May Hold Securlt~es
The Bank, in its lndlvldual or any other capacity, may become
the owner of pledgee of Securitles and may otherwise deal w~th the
Issuer with the same rights it would have if it were not the Paying
Agent/Registrar, or any other agent
7
Section 5 05 Moneys Held bY Bank
Money held by the Bank hereunder need not be segregated from
any other funds provided appropriate accounts are maintained
The Bank shall be under no liability for interest on any money
received by it hereunder
The Bank shall deposit any moneys received from the Issuer
1nrc a trust account to be held in a fiduciary capacity for the
payment of the Securities, with such moneys in the account that
excee~ the deposit insurance available to the Issuer by the Federal
Deposit Insurance Corporation, to be fully collaterallzed with
securities or obligations that are eligible under the laws of the
State of Texas to secure and be pledged as collateral for trust
accounts until the principal and interest on such securities have
been presented for payment and paid to the owner thereof Payments
made from such trust account shall be made by check drawn on such
trust account unless the owner of such Securities shall, at its own
expense and risk, request such other medium of payment
Subject to the Unclaimed Property Law of the State of Texas,
any money deposited with the Bank for the payment of the pr~nclpal,
premium (if any), or interest on any Security and remaining
unclaimed for three years after the final maturity of the Security
has become due and payable will be paid by the Bank to the Issuer
· f the Issuer so elects, and the Holder of such Security shall
hereafter look only to the Issuer for payment thereof, and all
liability of the Bank with respect to such moneys shall thereupon
cease. If the Issuer does not elect, the Bank is directed to
report and dispose of the funds in compliance with Title 6 of the
Texas Property Code, as amended
Any money deposited with the Bank for the payment of the
principal, premium (~f any) or interest on any Security and
remalning unclaimed for four years after final maturity of the
Security has become due and payable will be paid by the Bank to the
Issuer, and the Holder of such Security shall thereafter look only
to the Issuer for payment thereof, and all l~abillty of the Bank
with respect to such moneys shall thereupon cease, provided that
the bank shall comply with Title 6, Tax Property Code, where
applicable
Section § 06 Indemnification
The Issuer agrees to indemnify the Bank for and hold it
harmless against, any loss, liability or expense ~ncurred without
negligence or bad faith on its part, arising out of or
connection with its acceptance or adm~nlstration of Its duties
hereunder, including the cost and expenses (including its counsel
fees) or defending itself against any claim or llab~llty
connection with the exercise or performance of any of 1ts powers or
duties under this Agreement, provided that such indemnification
shall be to the extent permitted by law
Section 5 07 Interpleader
The Issuer and the Bank agree that the Bank may seek
adjudication of any adverse claim, demands or controversy over its
persons as well as funds on deposit, in either the District Court
of Tarrant County, Texas, or the United States Federal District
Court for the Northern District of Texas, waive personal service of
any process, and agree that service of process by certified or
registered mall, return receipt requested, to the address set forth
in Section 6 03 of this Agreement shall constitute adequate
service The Issuer and the Bank further agree that the Bank has
the right to file a Bill of Interpleader in any court of competent
jurisdiction to determine the rights of any Person claiming any
interest herein
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6 01 Amendment
This Agreement may be amended only by an agreement in writing
signed by both of the parties hereof
Section 6 02 Assignment
This Agreement may not be assigned by e~ther party w~thout the
prior written consent of the other
Section 6 03 Notices
Any request, demand, authorization, direction, notice,
consent, waiver or other document provided or permitted hereby to
be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses
shown on Page 11
Section 6 04 Effect of Headings
The Article and Section headings here~n are for convenience
only and shall not effect the construction hereof
Section 6 05 Successors and Assigns
Ail covenants and agreements herein by the Issuer shall bind
its successors and assigns, whether so expressed or not
9
Section 6 06 Separability
In case any provision herein shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby
Section 6 07 Benefits of Aareement
NOthing herein, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim hereunder
Section 6 08 Entire Au~ement
This Agreement and the Bond Resolution constitute the entire
agreement between the parties hereto relative to the Bank acting as
Paying Agent/Registrar and if any conflict exists between this
Agreement and the Bond Resolution, the Bond Resolution shall
govern
Section 6 09 Counterparts
This Agreement may be executed in any number of counterparts,
each which shall be deemed an original and all of which constitute
one and the same Agreement
Section 6 10 Termination
This Agreement will terminate on the date of f~nal payment by
the Bank issuing its checks for the final payment of principal and
interest of the Securities
This Agreement may be earlier terminated upon 60 days written
not~ce by either party
The provls~ons of Section i 02 and Article F~ve shall survive
and remain in full force and effect following the termination of
this Agreement
Section 6 11 Governina Law
This Agreement shall be construed in accordance w~th and
governed by the laws of the State of Texas
10
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written
Issuer
Executive Director of Finance
Title
Address
215 E McKlnney
Mailing Address
Denton, Tx 76201
City, State, Zip
...................... ~-~Attn Executive D~rector of Finance
~Ar~/~ Commt~l~ Expire April 11 l~
ATTEST
Paying Agent/Registrar
NatlonsBank of Texas, N A
Title Vice President
(SEAL)
Address 500 West 7th St , llth F1
Fort Worth, Texas 76113
Title/"~/~/ Attn Corp Trust Dept
11
NafionsBank
City of Denton, Texas
General Obligation Bonds, Series 1992
$2,630,000
Annual ]Fee (Book-Entry-Only) $200 00
Includes the following services
- Adman~strat~on Fee
- Acceptance Fee
- Annual Renewal Fee
- Fee for Payment of Pr~nclpal
- Fee for Payment of Interest
- Fee for Reduczng Bonds
- Correspondence
- Other PayLng Agent/Registrar Special Services
Member FDIC