1988-127ORDINANCE NO 88-0
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY
OF CITY OF DENTON UTILITY SYSTEM REVENUE BONDS, SERIES
1988, AND APPROVING AND AUTHORIZING INSTRUMENTS AND
PROCEDURES RE 109-THKEKT9
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
WHEREAS, the City of Denton, Texas, heretofore has duly
issued the following revenue bonds
City of Denton Utility System Revenue Refunding Bonds,
series 1983, dated March 1, 1983,
City of Denton Utility System Revenue Bonds, Series 1984,
dated March 1, 1984,
City of Denton Utility System Revenue Bonds, Series
1984-A, dated October 1, 1984, and
City of Denton Utility System Revenue Refunding Bonds,
Series 1987, dated January 1, 1987, and
WHEREAS, the City Council of the City of Denton deems
Bonds hereinafter d scr bed,e
it necessary and additional Utility dSystem e Revenue authorize,
and
WHEREAS, the bonds hereinafter authorized are to be
issued, sold, and delivered pursuant to Vernon's Ann Tex Civ
St Articles 2368a and 1111 through 1118, the City's Home Rule
Charter, and other applicable laws
THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY
ORDAINS THAT
Section 1 AMOUNT AND PURPOSE OF THE BONDS The bond or
bonds of the City of Denton, Texas (the "Issuer") are hereby
authorized
amount of $3,500,000 FOR THE PURPOSE OF OBTAINING MONEY n
pal FOR
IMPROVEMENTS AND EXTENSIONS OF THE CITY OF DENTON UTILITY
SYSTEM, WHICH CONSISTS OF THE CITY'S COMBINED WATERWORKS,
SEWER, AND ELECTRIC LIGHT AND POWER SYSTEM
Section 2 DESIGNATION OF THE BONDS Each bond issued
pursuant to this Ordinance shall be designated "CITY OF DENTON
UTILITY SYSTEM REVENUE BOND, SERIES 198811, and initially there
shall be issued, sold, and delivered hereunder leifully
registered bond, without interest coupons, payable
installments 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 term "Bond" 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 AUGUST 1, 1988, in the
denomination and aggregate principal amount of $3,500,000,
numbered R-1, payable in annual installments of principal to
the initial registered owner RAUSCHERPIERCE eREFSNES, INC ,
or to the registered assignee or assignees of said Bond or any
portion or portions thereof (in each case, the "registered
owner"), with the annual installments of principal of the and Initial t amounts l,a respectively, stated P ntthel FORM OF in
the principal
INITIAL BOND set forth in this Ordinance
(b) The Initial Bond (1) may and shall be prepaid or
redeemed prior to the respective scheduled due dates of in-
stallments of principal thereof, (ii) may be assigned and
transferred, (iii) may be converted and exchanged for other
Bonds, (iv) shall have the characteristics, and (v) shall 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 indicated, in the FORM OF INITIAL BOND set
forth in this ordinance
Section 4 INTEREST The unpaid principal balance of the
Initial Bond shall bear interest from the date of the Initial
Bond to the respective scheduled due dates, or to the respec-
tive
principals of the p InitialoBond,e and osaidfinthe terestt shall be of he manne
and
IN T AL BOND set forth in d this he
the rates daateslestated in tthe FORMrOFprovided
Ordinance
Section 5 FORM OF INITIAL BOND The form of the Initial
Bond, including the form of Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be
endorsed on the Initial Bond, shall be substantially as fol-
lows
FORT4 OF INITIAL_B( NN
$3,500,000
NO R-1
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON UTILITY SYSTEM REVENUE BOND
SERIES 1988
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
RAUSCHER PIERCE REFSNES, INC ,
( n assignees thi"s Bond or
teredny
or to the reg rti portions assignee or
portion or p
owner") the aggregate principal amount of
$3,500,000
(THREE MILLION FIVE HUNDRED THOUSAND DOLLARS)
respective ayable oncDECEMBER
in annual installments of principal
1 in each of the years,
amounts, as set forth in the following schedule
PRINCIPAL
PRINCIPAL
YEAR
AMOUNT
YEAR
AMOUNT
1989
$175,000
1999
$175,000
000
175
1990
175,000
2000
2001
,
175,000
1991
175,000
000
175
2002
175,000
1992
,
000
175
2003
175,000
1993
,
000
175
2004
175,000
1994
1995
,
175,000
2005
175,000
000
175
1996
175,000
2006
2007
,
175,000
1997
175,000
000
175
2008
175,000
1998
,
and to pay
interest, from the date of this Bond hereinafter
tallment
c
stated, on
the balance of each
time to time
such
remaining ins
rates
npai at he
respectivel
y
, from
y,
as follows
3
9 75% per annum on the above installment due in 1989
9 75% per annum on the above installment due in 1990
9 75% per annum on the above installment due in 1991
9 75% per annum on the above installment due in 1992
9 75% per annum on the above installment due in 1993
9 75% per annum on the above installment due in 1994
9 75% per annum on the above installment due in 1995
8 125% per annum on the above installment due in 1996
6 90% per annum on the above installment due in 1997
7 00% per annum on the above installment due in 1998
7 00% per annum on the above installment due in 1999
7 00% per annum on the above installment due in 2000
7 00% per annum on the above installment due in 2001
7 00% per annum on the above installment due in 2002
7 00% per annum on the above installment due in 2003
7 00% per annum on the above installment due in 2004
7 00% per annum on the above installment due in 2005
7 00% per annum on the above installment due in 2006
6 75% per annum on the above installment due in 2007
6 75% per annum on the above installment due in 2008
with said interest being payable on DECEMBER 1, 1988, and semi-
annually on each JUNE 1 and DECEMBER 1 thereafter while this
Bond or any interest shall be calculated on he outstanding of and a unpaid 360-day year
composed of twelve 30-day months
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this
Bond are payable in lawful money of the United States of
America, without exchange or collection charges The install-
ments of principal and the interest on this Bond are payable to
the registered owner hereof through he services of TEXASthe
AMERICAN BANK/FORT WORTH, N A , FORT WORTH, princi-
pal Agent/Registrar" for this Bond Payment of all p
pal 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 the Pa ntcheck draft,
on, and payable
such date, drawn by Paying g Age/Registrar
solely from, funds of the Issuer required by the ordinance to
authorizing the issuance of this Bond (the "Bo for d h purpose
be on deposit with the Paying Agent/Registrar
as hereinafter provided, and such check or draft shall f rst sent
by the Paying Agent/Registrar by United States mail,
class postage prepaid, on each such principal and/or interest , at payment date, to the registered owner rthe 15th day dof ethe of
the registered owner, as it appeared on
month next preceding each such date (the "Record Date") o as he
Registration Books kept by the Paying gent/Reg _
regis
or covenants before each principal
tered owner of thisd Bond The Issuer
and/or interest payment date for this Bond it will make
4
available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" amounts required to maintained provider for the payment, i ~ndimmediately
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-
the a City awherelthe~
est a on this Bond shall be a day on which banking institutions aSunday,
or
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
OBTAINING MONEY FOR IMPROVEMENTS AND EXTENSIONS OF THE CITY OF
CONSISTS CITY'S COMBINED
DENTON UTILITY SYSTEM, WHICH WATERWORKS, SEWER,, AND ELECTRIC LIGHT AND POWER SYSTEM
ON DECEMBER 1, 1998, or on any interest payment date
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
or if in r deemed shall
source, available a a whole, to be prepaid and,
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 prior to the date fixed for any such
prepayment or redemption a written notice of such prepayment or
such the
redemption shall be mailed by the Pdateg fixed Agent/Rany egistrar
registered owner hereof By the
prepayment or redemption due provision shall be made by the
Issuer with the Paying Agent/Registrar for the payment of the
required prepayment or redemption price for this Bond or the
portion hereof which is to be so prepaid or redeemed, plus
accrued interest thereon to the date fixed for prepayment or
redemption If such written notice of prepayment or redemption
is given, and if due provision for such payment is made, all as
provided above, this Bond, or the portion thereof which is to
be so prepaid or redeemed, thereby automatically shall be
treated prepaid or redeemed to its scheduled u its date,
and shall not bear interest after the date fixed for
5
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 nprovided record for
payment The Paying Agent/Registrar shall 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 initial registered owner hereof and shall be transferred
only in the Registration Books of the Issuer kept by the Paying
Agent/Registrar acting in the capacity of registrar for the
Bonds, upon the terms and conditions set forth in the
for such transfer, Bond
Ordinance Among other requirements 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 assignmenn or
the initial registered owner of this Bond, or any p to the
portions hereof in any integral multiple of $5,000,
assignee or assignees in whose name or names this Bond or any
such portion or portions hereof or are to is transferr and
registered Any instrument or istrar may be used to
satisfactory to the Paying Agent/Reg
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 n assigned and
owner, shall be delivered by transferred
Payinge
Agent/Registrar in conversion of but exchange thehis Boand or
any portion or portions hereof, solely in
The d_
manner as provided in the next paragraph onion hereof conve
sion and exchange of this Bond or any p
registered owner of this Bond shall be deemed and treated by
the Issuer and the Paying Agent/Registrar
and absolute discharge
hereof for all purposes, including payment
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 principal balance
hereof, may be converted into and exchanged for a like aggre-
bonds, assig without
gate principal amount to the registered
duly
interest coupons, payable
6
n hereof
designated in writing by the initial registered
this
or to the initial registered owner as to any porti
registered owner, in any denomination transferred sdenom nations inlanyl
integral multiple of $5,000 (subject to the requirement here-
inafter stated that each substitute bond issued in exchange for
any portion of this Bond shall have a single stated principal
maturity date), upon surrender of this Bond to the Paying
Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Bond Ordinance If this
Bond or any portion hereof is assigned and transferred or
converted each bond issued in exchange for any portion hereof
shall have a single stated principal maturity date correspond-
ing to the due date of the installment of principal of this
Bond or portion hereof for which the substitute bond is being
ins rate
exchanged, nshall
installment of principal orportionc
and borne by such hereof
Such
maturity on the same dates l and for the same epricesoaspther
to
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
taxes ouch
transfer, conversion, and exchange shall pay any
governmental charges required to be paid with respect thereto
The Paying Agent/Registrar shall not be required to make any
such assignment, conversion, or exchange (i) during the period
commencing with the close of business on any Record Date and
ending with the opening of business on the next following
principal or interest payment date, or, (ii) with respect to
any Bond or m portion thereof called for thin 45 days prepayment or
itsn prepaymnt for n
prior r to to maturity, within 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
al fiedhat it
promptly will appoint a competent nd cause legally ,ten notice
stitute therefor, and promptly will thereof to be mailed to the registered owner of this Bond
7
IT IS HEREBY certified, recited, and covenanted that this
Bond has been duly and validly authorized, issued, sold, and
delivered, that all acts, conditions, and things required or
proper to be performed, exist, and be done precedent to or in
the authorization, issuance, and delivery of this Bond have
been performed, x s and been done in accordance with
this Bond isaspecial obligation of the Isuersecured
by and payable, together with other bonds, from a first lien on
and pledge of the "Pledged Revenues", which include initially
the "Net Revenues of the System" as such terms are defined in
the Bond Ordinance, with the System consisting electric light and power
entire combined waterworks, sewer, and system
THE ISSUER has reserved the right, subject to the restric-
tion stated in the Bond Ordinance, to issue Additional Bonds
payable from and secured by a first lien on and pledge of the
"Pledged Revenues" on a parity with this Bond
THE REGISTERED OWNER hereof shall never have the right to
demand payment of this Bond or the interest hereon out of any
y source
funds raised e raised ytaxation d Ordinance
whatsoever other than specified in
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 AUGUST 1, 1988
City Secretary,
city of Denton, Texas
Mayor,
City of Denton, Texas
(CITY
SEAL)
8
ORS. OF REGISTRATION CERTIFICATE OF THE
^F PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO
I hereby certify that trovd Bond has been b Attorney 1Generalcerti-
fied as to validity, and app by the
the State of Texas
Comptroller of ,Public h Account of the n State ofeTexasred by
Witness my signature and seal this
comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Section 6 ADDITIONAL CHARACTERISTICS OF THE BONDS
Reaistra+ion and Transfer (a) The Issuer shall keep or cause
to be kept at the principal corporate trust office of TEXAS
AMERICAN BANK/FORT WORTH, 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 regulations rasa the Issuer egandr Paying Agent/Registrar nay e
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 registered t
payments with respect to the Bonds shall be mailed, ashereinh
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 tc
the Paying Agent/Registrar for transfer of registration and
cancellation, together with proper written instruments of
assignment, in form and with guarantee of signatures satis-
factory to the Paying Agent/Registrar, evidencing (1) the
assignment of the Bond, or any portion thereof in any integral
9
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 All Bonds issued and de-
livered in conversion of and exchange for the Initial Bond
shall be any ub to t to denominations of any
requirement hereinafter integral
multiple o j
stated that at each 00 each substitute Bond shall have a single stated
principal maturity date), shall be in the form prescribed in
the FORM OF SUBSTITUTE BOND set forth in this ordinance, and
shall have the characteristics, and may be assigned, trans-
ferred, and converted as hereinafter provided If the Initial
Bond or any portion thereof is assigned and transferred or
converted the Initial Bond must be and eto the Pain g
Agent/Registrar for cancellation,
exchange for any portion of the Initial Bond shall have a
le
siningle stated
installment , and principal maturity suc Bodate, and nd shall shave ao principal
maturity date corresponding to the due date of the installment
is being iexchanged, and each such Bond which shall ebear sinterest oat
the single rate applicable to and borne by such installment of
asis being signed and trans-
principal o portion of he In tial Bond is it
If only a portion
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 form 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
will be the registered owner or owners of such new Bond or
10
Bonds), or to the previous registered owner in case only a
portion of a Bond is being assigned and transferred, all in
conversion of and exchange for said assigned Bond or Bonds or
any portion or portions thereof, in the same form and manner,
and with the same effect, as provided in Section 6(d), below,
for the conversion and exchange of Bonds by any registered
owner of a Bond The Issuer shall pay the Paying Agent/
Registrar's standard or customary fees and charges for making
such transfer and delivery of a substitute Bond or Bonds, but
the one requesting such transfer shall pay any taxes governmental charges required to be paid with respect thereto
The Paying Agent/Registrar shall not be required to make
transfers of registration of any Bond or any portion thereof
(i) during the period commencing with the close of business on
any Record Date and ending with the opening of burin ors on the
next following principal or interesPo Y thereof called for
with respect to any Bond or any portion
redemption prior to maturity, within 45 days prior to its
redemption date
(b) ~•-•~~rahin 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, a if any, of,
or on account of, the principal of, premium, interest on any such Bond shall be made only to such registered
owner All 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) P4vment o Bonds and Interest The Issuer hereby
further appoints the Paying Agent/Registrar to act as the
to act paying itshagentntop convert and exchange or the
Bondsg agent
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
Ordinance and
of 1 Bonds',7e as provided in exchanges of
the Bonds, and replacements of
all
(d) 11 1- A, -
cation Each Bond issued and delivered pursuant to this
ordinance, to the extent of the unpaid or uurede med inciof 1
balance or principal amount thereof, may, p
such Bond at the principal corporate trust office of the Paying
Agent/Registrar, together with a written request therefor duly
executed b or t its registered or their duly authorized assignee attoreys sornees
thereof, 11
representatives, with guarantee of signatures satisfactory to
the Paying Agent/Registrar, may, at the option of the regis-
tered owner or such assignee or assignees, as appropriate, be
converted into and exchanged for fully registered bonds,
without interest coupons, in the form prescribed in the FORM OF
SUBSTITUTE BOND set forth in this ordinance, in the denomina-
tion
rof $5,000 or any integral equirement hereinafter stated multiple
each5substituteeBondo
the
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 unre-
deemed 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
maturity the same date,
denomination ordembearing inationsnofrany integral a 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 Bond
uwhich it is being ex hanged at Eathe same rate ch s bstitute a Bondeshall date and bear interest for
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 such he date
inter-
est from the interest payment date next preceding on
12
which such substitute Bond was so authenticated, unless such
inuwhich ocasefite
Bond authenticated interest payment date, Date
the next following ng
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
Bondssbeing
exchanged is due but has not been paid, bear interest from the date to which such interest has been
nopur t be nt
be,~danddelivered
paoid in full
this Ordinance E is INITIAL BOND not required to issued
authenticated by the Paying Agent/Registrar, but on each
substitute Bond issued in conversion of and exchange for or
replacement of any Bond or Bonds issued under this Ordinance
there shall be printed a certificate, in the form substantially
as follows
"PAYING AGENT/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 ands
exchange for or replacement of a bond, bonds, or a portion
b the
bond or bonds of an issue which originally was approved by
Attorney omptrollernofaPublic Accounts of the State ofgTexased by the
C
TEXAS AMERICAN BANK/FORT WORTH, 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 certificate, and no such Bond shall be deemed to
be issued or outstanding unless such Certificate is so ex-
ecuted The Paying Agent/Registrar promptly shall cancel all
Bonds surrendered for conversion and exchange or replacement
No additional ordinances, orders, or resolutions need be passed
or adopted by the governing body of the Issuer or any other
body or person so as to accomplish the foregoing conversion and
exchange or replacement of any Bond or portion thereof, and the
Paying Agent/Registrar shall provide for the printing, execu-
tion, and delivery of the substitute Bonds in the manner
prescribed herein, and said Bonds shall be of type composition
printed on paper with lithographed or steel engraved borders of
customary weight and strength
particularly Section 6 thereof, the
Civ. St Art 717k-6, and p
13
duty of conv exchane or of Bonds as
aforesaid is ehereby si posed upon the Paying replacementAgent/Registrar,
and, upon the execution of the above Paying Agent/Registrar's
Authentication Certificate, the converted and exchanged or
replaced Bond shall be valid, incontestable, and enforceable in
the same manner and with the same effect as the Initial Bond
which originally was issued pursuant to this Ordinance, ap-
proved by the Attorney General, and registered by the Comptrol-
ler rol-
ler of Public Accounts The Issuer shall pay t Paying
Agent/Registrar's standard or customary fees and
Bond aore any for
transferring, converting, and exchanging any portion thereof, but the one requesting taxes such
governmental
conversion, and exchange shall pay any
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 an he period replacement commenci g with
or any portion thereof (i) during
the close of business on any Record Date and ending with the
opening of business on the next following principal or interest
payment date, or, (ii) with respect to any Bond or port r 5i days
thereof called for redemption prior to maturity, within prior to its redemption date
(e) rn General 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 and
shall be redeemed prior to their scheduled mamaturities, andlex-
may be transferred and assigned, (iv) Y be
changed for other Bonds, (v) shall have the characteristics,
(vi) shall be signed and sealed, and (vii) the principal of and
interest on the Bonds shall be payable, all as provided, and in
the manner required or indicated, in the FORM OF SUBSTITUTE
BOND set forth in this Ordinance
(f) o ent of ~ and Charges The Issuer hereby
covenants with the registered owners of the Bonds that it will
(i) pay the standard or customary fees and charges of the
Paying Agent/Registrar for its services with respect to the
payment of the prinhe
due, and (ii) pay Pfeesfanddchargessof othe hPay ng 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) Subst t»te paying nrt4ntiueaiatrar The Issuer
covenants with the registered owners of the Bonds that at all
14
times while the Bonds are
bank tthe issuer will rust company, financial
competent and legally qualified
institution, or other agency to act as and perform the services
of Paying Agent/Registrar for the Bonds under this ordinance,
and that the Paying Agent/Registrar wilb one entity The
Issuer reserves the right to, and may, at its option,
the Paying Agent/Registrar upon not less than 120 days written
notice to the Paying Agent/Registrar, to be effective not later
such prior notice the In ethe principal pat many
than after days
time acting as Paying Agent/Registrar (or its successor by
merger, acquisition, or other method) should resign or other-
wise cease to act as such, the Issuer covenants that
bankrotrust
it will appoint a competent and legally qualified
company, financial institution, or other agency to act as
Paying Agent/Registrar under this Ordinance Upon
previous Paying Agentchange-
in the Paying Agent/Registrar, the 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 appointed by the Issuer Upon any change
in the Paying Agent/Registrar, the Issuer promptly will causea
written notice thereof to be sent by the new Paying Agent/Regi-
strar to each registered owner of the Bonds, by United States
mail, first-class postage prepaid, which notice also shall e
the address of the new Paying Agent/Registrar By accepting
the position aperforming to have a agreed such, to a the Paying this
trar shall be deemed is
this ordinance shall be
delivered to each Paying certified gent/Registar
Section 7 FORM OF SUBSTITUTE BONDS The form of all
Bonds issued in conversion and exchange or replacement of any
other Bond or portion thereof, including the form of Paying
Agent/Registrar's Certificate to be printed on each of such
Bonds, and the Form of Assignment to be printed on each of the
Bonds, shall be, respectively, substantially as follows, with
or insertions as are
such ted appropriate
or i required by this Ordinance
permit
rOR?R OF SUBSTITUTE BOND
NO UNITED STATES OF AMERICA PRINCIPAL AMOUNT
STATE OF TEXAS $
COUNTY OF DENTON
CITY OF DENTON UTILITY TEM REVENUE BOND
SERIES 1988
15
MATi1RTTY DATE CUSIP NO
INTEREST RATE
ON THE MATURITY DATE specified above the CT OF Eca ON,
in Denton County, Texas (the "Issuer"), being a
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
and to pay interest thereon from AUGUST 1, 1988, to the maturi-
ty date specified above, or the date of redemption prior to
maturity, at the interest rate per annum specified above, with
interest being payable on DECEMBER 1, 1988, and semiannually on
each JUNE 1 and DECEMBER 1 thereafter, except that if the date
of authentication of this Bond is later than NOVEMBER 15, 1988,
such principal 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 (herein-
after defined) but on or before the next following interest
payment date, in which case such p ntecipa amount d all beaid
interest from such next following irest payment
interest shall be calculated on the basis of a 360-day year
composed of twelve 30-day months
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in
lawful money of the United States of America, without 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
the upon the date its redemption prior to maturity, principal corporate FORT
trust office of TEXAS AMERICAN BANK/FORT RQ R stray"Afor this
WORTH, TEXAS, which is the "Paying Ag / g
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 or draft, dated as of such
interest payment date, drawn by the Paying Agent/Registrar on,
and nayable solely from, the funds issuance t of the Issuer required y
Bonds (the "B nde
ordi
ordinance") to be on deposit with the Paying Agent/Registrar
for such purpose as hereinafter provided, and such check or
draft shall be sent by the Paying Agent/Registrar by United
prepaid,
the c address interest
States mail, first-class
hereof, e at each
payment date, to the registered of
the registered owner, as it appeared on the 15th day of the
"Record Date)
month next
g nt/Registr'ar,o as he
by such the a Paying e Agent/Registrar"
Registration Books kept each
16
hereinafter described 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 corpor-
ate trust office of the Paying Agent/Registrar upon presen-
tation and surrender of this Bond for redemption and payment at
the principal corporate trust office of the Paying Agent/Regis-
trar The Issuer covenants with the registered owner of this
date for interest
Bond that o before trest principal payment
payment date, and accrued in Bond
it will make available to the Paying Agent/Registrar, from the
"Interest d to Sking Fund"
for t the by the
provide created
payment, in immediately the
amounts require
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 issue of Bonds initially dated
AUGUST 1, 1988, authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of
5EXTENSIONS OF ETHERCITY OF DE TON OBTAINING SYSTEM, WHICH TS
AND
CONSISTS OF THE CITY'S COMBINED WATERWORKS, SEWER, AND ELECTRIC
LIGHT AND POWER SYSTEM
ON DECEMBER 1, 1998, or on any interest payment date
thereafter, the Bonds of this Series may be redeemed prior to
their scheduled maturities, at the option of the Issuer, with
s
nin part, and, if in part, the particular Bonds, source, or as a portio whole,
or
thereof, to be redeemed shall be selected and designated by the
Issuer (provided that a portion of a Bond may be redeemed only
on price of
an
principal multiple amount $ thereof, plus the daccrue i
the par o nterest 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
amongp securities , dealers in The City of New York,
17
(including, but not limited to, The Bond Buyer and The Wall
Street Journal), or in the State of Texas (including, but not
limited to, The Texas Bond Reporter) Such notice also shall
be sent by the Paying Agent/Registrar by United States mail,
first-class postage s any esuch redemption, to the registered owner t not less than 30 days prior to date fixed f 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
affect the redemption oflanytBond, effectiveness
it is hereby specifi ally provided
that the publication of such notice as required above shall be
the only notice actually required in connection with or as a
prerequisite
dto the ate fixed for redemption any osuchyredBonds or emptionpduelprovision
of By BY for the payment
shall be made with the Paying Agent/Registrar
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
payment isrmade t ail as pr via d above, thdue e p ndssornportionsh
thereof which are to be so redeemed thereby automatically shall
be treated as redeemed prior to their scheduled maturities, and
they shall not bear interest after the date fixed for redemp-
tion, and they shall not be regarded as being outstanding
except for the right of the registered owner to receive the
redemption price plus accrued interest from the Paying Agent/
Registrar out of the funds provided for such payment If a
portion of any Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the
same rate, i 00,at the denomination written denominations
request of the integed l
multiple of $5
owner,
owner, and in aggregate principal amount equal to the unre-
deemed portion thereof, will be issued to the registered owner
cancellation, he expense of
upon the ~,r all d as provided f in the Bond Ordinance
the Issuer
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 requirements n i for such forth
assignment andd
Ordinance Among other
transfer, this Bond must be presented and surrendered to the
Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfac-
tory to the Paying Agent/Registrar, evidencing assignment of
this Bond or any portion or portions hereof in any integral
multiple of $5,000 to the assignee or assignees in whose name
18
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-
tive, to evidence the assignment hereof A new Bond or Bonds
payable to such assignee or assignees (which then will be the
new registered owner or owners of such new Bond or Bonds), or
porti on of this Bond, may be delivered
ttransferoof only aregistered
and
this h Bond, all in the Agent/Registrarand manner as proved d incthegnextr
paragraph hereof for the conversion and exchange of other
Bonds The Issuer shall pay the Paying Agent/Registrar's
standard or customary fees and charges for making such trans-
fer, but the one requesting such transfer shall pay any taxes
or other governmental charges required to be paid with respect
thereto The Paying Agent/Registrar shall not be required to
make transfers of registration of this Bond or any portion
hereof (i) during the period commencing with the close of
business on any Record Date and ending with the opening of
business on the next following principal or interest payment
date, or, (ii) with respect to any Bond or any portion thereof
to called its redemption date prior
Theoregistered owner nof5 hiss Bond prior maturity, 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
ALL BONDS OF THIS SERIES are issuable solely as fully
registered bonds, without interest coupons, in the denomination
of any integral multiple of $5,000 As provided in the Bond
ordinance, this Bond, or any unredeemed portion hereof, may, at
the reest of the signees~hereof, be converted dinto eandrexthe changed gfor ar like
aggregate principal ablettofthelappropriatee egi tered Towner,
interest coupons, , p payY
assignee, or assignees, as the case may be, having the same
maturity date, and bearing interest at the same rate, in any
multiple of
denomination or denominations in any integral
registered
$5,000 as requested in writing by the appropriate
owner, assignee, or assignees, as the case may be, upon sur-
render of this Bond to the Paying Agent/Registrar for cancella-
tion, all in accordance with the form and procedures set forth
in the Bond Ordinance The Issuer shall pay the Paying Agent/-
Registrar's standard or customary fees and charges fortrans-
ferring, converting, and exchanging any Bond or any portion
thereof, but the one requesting such transfer, conversion, and
19
exchange shall pay any taxes or governmental charges required
to be paid with respect thereto as a condition precedent to the
exercise of such privilege of conversion and exchange The
Paying Agent/Registrar shall not be required to make any such
conversion and exchange (i) during the period commencing with
the close of business on any Record Date and ending with the
opening of business on the next following principal or interest
payment date, or, (ii) with respect to any Bond or portion
thereof called for redemption prior to maturity, within 45 days
prior to its redemption date
IN THE EVENT any Paying Agent/Registrar fceases or the Bonds
as
changed by the Issuer, resigns,
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
e
Bond has been duly and livered, that all acts,~a conditions, and authorized, things issued, 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 special obligation of the Issuer, secured
by and payable, together with other bonds, from a first lien on
and pledge of the "Pledged Revenues", which include initially
the "Net Revenues of the System", as such terms are defined in
the Bond Ordinance, with the System consisting of the City's
entire combined waterworks, sewer, and electric light and power
system
THE ISSUER has reserved the right, subject to the restric-
tion stated in the Bond Ordinance, to issue Additional Bonds
and pledge series ofe
payable from secured on a parity with this Bond and
"Pledged Revenues"
which it is a part
Bondhereof
THE Gent of thisOWNER
the interest hereon out of any
demand pay m
funds raised or to be raised by taxation or from any source
whatsoever other than specified in the Bond Ordinance
BY BECOMING the registered owner of this Bond, the regis-
tered owner thereby acknowledges all of the terms and provi-
sions of the Bond Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Bond Ordinance is duly
recorded and available for inspection in the official minutes
agrees
of this the Issuer, and
records and t governing body of
Bond and the Bond
that the terms and provisions
20
Ordinance constitute a contract between each registered owner
hereof and the issuer
IN WITNESS WHEREOF, the issuer has caused this Bond to be
of the the
signed countersigned withltheifacsimile of signature the r of the Cityer
secretary
Issuer to be duly impressed, or placed in facsimile, l
the on
this Bond
(facsi " i„natiiral
City secretary,
City of Denton, Texas
(farsimiip sianature)
mayor,
City of Denton, Texas
(CITY SEAL)
ORS OF PAIING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
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
registered by the
Attorney ller General
of a Public Accounts of the State of Texas
comptroller
TEXAS AMERICAN BANK/FORT WORTH, N A ,
FORT WORTH, TEXAS
Paying Agent/Registrar
Dated By
Authorized Representative
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of
this Bond, or duly authorized representative or attorney
thereof, hereby assigns this Bond to
/ /
(Ass gnee's Soc al (print or typewrite Assignees name and
security or Taxpayer address, including zip code)
Identification Number
21
and hereby irrevocably constitutes and appoints
attorney zv -a.- -
Paying Agent/Registrar's Reg
substitution in the premises
0
on
tion Books with full power of
Dated•
Signature Guaranteed
NOTICE The signature must be
guaranteed by a member of the
New York Stock Exchange or a
commercial bank or trust
company
Registered Owner
NOTICE The signature above
must correspond with the name
of the Registered owner ap-
pearing on the face of this
Bond
Section 8 DEFINITIONS As used in this ordinance the
meanings set h below, unless
following terms shall have hs otherwise
the text hereof specifically indicate
(a) The terms "City" and "Issuer" shall mean the City of
Denton, in Denton County, Texas
(b) The term "City Council" or "Council" shall mean the
governing body of the City
(c) The term "Bonds" shall mean collectively the Initial
and is alldothere
Bond alas def ined. and l substitute bonds described xchang d therefor of
and
substitute bonds and replacement bonds, issued pursuant to and
as provided in this Ordinance
(d) The term "Parity Bonds" shall mean collectively (1)
the outstanding City of Denton Utility System Refunding Revenue
Bonds, Series 1983, authorized by or)inathe ncots passed ding City f,
1983 (the "Series 1983 Bonds"),
Denton Utility System Revenue Bonds, Series 1984, authorized by
ordinance passed on February 21, 1984 (the "Series 1984
Bonds"), (iii) the outstanding City of Denton Utility System
Revenue Bonds, Series 1984-A, authorized by ordinance passed on
out-
September 25, 1984 (the Series 1984-A Bonds), (iv) the
standing City of Denton Utility System Revenue Refunding Bonds,
ds on January 27, 1987
Series 1987, authorized by ordinance passed
(the "Series 1987 Bonds"), and (v) the 22
(e) The term "Additional Bonds" shall mean the additional
e
inrthe future, innaccordance hwith tSection 25 ofethis hordinance
(f) The term "System" shall mean (1) the City's entire
existing waterworks and sewer system and the City's entire
existing electric light and power system, together with all
future extensions, improvements, enlargements, and additions
thereto, and all replacements thereof, and (2) any other
related facilities, all or any part of the revenues or incomin
from which do, in the future, at the option of the City, and
accordance with law, become "Pledged Revenues" as hereinafter
defined, provided that, notwithstanding the foregoing, and to
the extent now or hereafter authorized or permitted by law, the
term System shall not mean any water, sewer, electric, or other
facilities of any kind which are declared not to be a part of
the
wwithSystem, and
proc eds ifromrthecissuancerof "Special Facilitiesy constructed b the Bonds", which are hereby defined as being special revenue
obligations of the City which are not payable from or secured
by any Pledged Revenues, but which are secured by and payable
from liens on and pledges of any other revenues, sources, or
payments, including, but not limited to, special contract
revenues or payments received from any other legal entity in
connection with such facilities, and such revenues, sources, or
payments shall not be considered as or constitute Gross Rev-
enues of the System, unless and to the extent otherwise pro-
vided in the ordinance or ordinances authorizing the issuance
of such "Special Facilities Bonds"
(g) The terms "Gross Revenues of the System" and "Gross
Revenues" shall mean all revenues and income of every nature
derived or received by the City from the operation and owner-
shi of the Stem,
any Fund created from
this
or d posit of including the
ordinance
(h) The terms "Net Revenues of the System", and "Net
Revenues" shall mean all Gross Revenues after deducting there-
from an amount equal to the current expenses of operation and
maintenance of the System, including all salaries, labor,
that necessary only such render repairs effi-
materials, ia providand ed, extensions
cient service, and
extensions, as in the judgment of the City Council, reasonably
and fairly exercised by the adoption of appropriate resolu-
tions, are necessary to keep the System in operation and render
to meet some inhabitants thereof, or
such as adequate migt service be necessary City and the
suc accident or
be would dducted otheriise impair the
condition , shall which
determining "Nets Revenues"
Bonds
23
Payments required to be made by the City for water supply or
water facilities, sewer services or sewer facilities, fuel
supply, and for the purchase of electric power, which payments
under law constitute operation and maintenance expenses of any
part of the System, shall constitute and be regarded as ex-
penses of operation and maintenance of the System under this
Ordinance pcnan and shall maintenance constitute
of or be regarded as expenses of operatio the
System
(i) The term "Pledged Revenues" shall mean
(1) the Net Revenues, plus
(2) any additional revenues, income, or other
resources which are expected to be available to
City on a regular periodic basis, including,
limitation, any, grants, donations, or income received
or to be received from the United States Government, or
any other public or private source, whether pursuant
to an agreement or otherwise, which ti tthepfuture may, at
the option of the City, be pledged
Parity Bonds or Additional Bonds
(j) The term "year" or "fiscal year" shall mean the
fiscal year used by the City in connection with the operation
of the System
(k) The term "Government Obligations" shall mean direct
obligations of the United States of America, including obliga-
tions the principal of and interest on which are uncondition-
ally guaranteed by the United States of America, which may be
Series, and which may be such as
United Government States
in book-entry nty form and Local obligations Section 9 PLEDGE (a) The Bonds are "Additional Bonds"
as permitted by Sections 24 and 25 of the ordinance passed on
March 10, 1983, authorizing the Series 1983 Bonds, and it is
hereby determined, declared, and resolved that all of the
Parity Bonds (including the Bonds) are secured and payable
equally and ratably on a parity, and that Sections 8 through28,
of this Ordinance are supplemental to and cumulative of Sec-
tions 7 through 27 of h aforesaid ordinance 10, 1983, with Sections 8 through 28 of this ordinance being
applicable to all of the Parity Bonds
(b) The Parity Bonds and any Additional Bonds, and the
interest thereon, including any interest coupons appertaining
are and shall be lien
i.ene on and pledge of thesPledged bRevenues, and them Pledgedt
24
Revenues are further pledged to the establishment and mainte-
nancethe createdf by any nordinance dauthorizing dthen issuance, and of any s
Additional Bonds The Parity Bonds and any Additional Bonds
are not and will not be secured by or payable from mortgage
or deed of trust on any real, personal, or mixed properties
constituting the System
Section
by created and there shall b
is hereby be established and maintained on the books of the City, and accounted for separate and apart from all other funds of the City, a special fund to be entitled
the "City of Denton Utility System Fund" (the "System Fund")
ordi
All Gross Revenues shall otherwisetprovia d in this O di-
nance upon receipt, unless
nance All current expenses of operation and maintenance of
the System shall be paid from such Gross Revenues credited to
the System Fund as a first charge against same Before making
any deposits hereinafter required to be made from the System
Fund, t shall retain System Fund at all times an
amount at least equal to one-sixth of the amount budgeted for
the then current fiscal year for the current operation and
maintenance expenses of the System
principal oSINKIUND f and For the sole
Section 11 INTEREST
all Parity
purpose of paying the
Bonds and Additional Bonds, there heretofore has been and is
her
theebooks of created the City, shall be d fors separ to a ndaained part on
from all other funds of the City, a separate fund to be en-
titled the "City of Denton Utility System Revenue Bonds Inter-
est and Sinking Fund" (the "Interest and Sinking Fund")
Section 12 RESERVE FUND There heretofore has been and
is hereby created a initially at Texas American Bank/Fort Worths Ne A , Fort Worth ,l
Texas, and thereafter, at the option of the City, established
and maintained at any time at any national bank having a
capital and surplus in
Bonds and
entitled the "City of sDenton Utility OSystemp d
to be
Additional Bonds Reserve Fund" (the "Reserve Fund") The
Reserve Fund shall be used to pay the principal of and interest
on any Parity Bonds or Additional Bonds when and to the extent
the amounts in the Interest and Sinking Fund available for such
payment are insufficient for such purpose, and may be used for
the purpose of finally retiring the last of any Parity Bonds or
Additional Bonds
Section 13 EXTENSION AND IMPROVEMENT FUND There
heretofore has been and is hereby created and there shall be
25
established and maintained on the books of the city, and
he
be apart from all entitled the "City of Denton
, a accounted sparate separate fund to and
City
Utility System Extension and Improvement Fund" (the "Extension
and Improvement Fund") The Extension and Improvement Fund
shall be used for the purpose of paying the costs of improve-
ments, enlargements, extensions, additions, replacements, or
other capital expenditures related to the System, or for paying
the costs of unexpected or extraordinary repairs or replace-
ments of the System for Which System funds are not available,
or for paying unexpected or extraordinary expenses of operation
and maintenance of the System for which System funds are not
otherwise available, or for any other lawful purpose
Section 14 EMERGENCY FUND There is hereby created and
there shall be established and maintained on the books of the
City, and accounted for separate and apart from all other funds
of the City, a separate fund to be entitled the "City of Denton
Utility System Emergency Fund" (the "Emergency Fund") The
Emergency Fund shall be used for the purpose of paying unex-
pected or extraordinary expenses of repair, replacement,
operation, and maintenance of the System for which neither
System funds nor the moneys in the Extension and Improvement
available Fund are Emergency
simultaneously with the delivery of the Series 1983Bonds Ftod
the initial purchasers thereof from lawfully available funds of
the City the amount of $250,000 All investment interest
income from the Emergency Fund shall be transferred to the
System Fund as received
Section 15 DEPOSITS OF PLEDGED REVENUES Pledged
Revenues shall be credited to or deposited in the Interest and
Sinking Fund, the Reserve Fund, the Extension and Improvement
Fund, and other funds when and as required by this ordinance
and any ordinance authorizing the issuance of Additional Bonds
Section 16 INVESTMENTS Money in any Fund established
pursuant to this ordinance or any ordinance authorizing the
issuance of Additional Bonds, may, at the option of the City,
be placed in time deposits or certificates of deposit secured
by obligations of the type hereinafter described, or be in-
vested in Government obligations (as defined in Section 8
hereof) or obligations guaranteed or insured by the United
States of America, which, in the opinion of the Attorney
obbacked by its ligations, or full faith
invested in and
l of the represent e its States,
general are
credit or
to, the United States of
obligations of , instrumentalities
indebted-
evidences of America, including,
ness issued, insured, or guaranteed by such governmental
agencies as the Federal Land Banks, Federal Intermediate Credit
26
Banks, Banks for Cooperatives, Federal Home Loan Banks, Govern-
ment National Mortgage Association, United States Postal
Service, Farmers Home Administration, Federal Home Loan Mort-
gage Association, Small Business Administration, Federal
Housing Association, or Participation Certificates in the
Federal Fi y provided such manner as all wisuch ll, an thes
and investments shall be made i
opinion of the City, permit the money required to be expended
from any Fund to be available at the proper time or times as
expected to be needed Such investments (except United States
Treasury Obligations--State and Local Government Series invest-
ments held in book entry form, which shall at all times be
valued at cost) shall be valued in terms of current market
value as of the last day of each fiscal year Unless otherwise
set forth herein, all interest and income derived from such
deposits and investments immediately shall be credited to, and
any losses debited to, the Fund from which the deposit or
investment was made, and surpluses in any Fund shall or may be
disposed of as hereinafter provided Such investments shall be
sold promptly when necessary to prevent any default in con-
nection with the Parity Bonds or Bonds consistent
issuance
with the ordinances, respectively, authorizing their
Section 17 FUNDS SECURED That money in all Funds
created by this ordinance, to the extent not invested, shall be
secured in the manner prescribed by law
Section 18 PRIORITY OF DEPOSITS AND PAYMENTS FROM SYSTEM
FUND. T
Revenues City the nts in System e Fund the dwhenianda as r equeired by from
Pledged Rev
this ordinance and any ordinance authorizing any Additional
Bonds, nu owing deposits irrevocable prioriies, r spectively manner
and with the following
in
First, the the interest Sinking
by k this Fund, Ordinance and
any ordinance authorizing any Additional Bonds,
Second, to the Reserve Fund, when and in the amounts
required by this Ordinance and any ordinance
authorizing any Additional Bonds, and
Third, t n when
as required bynSection 21eof this Fund, and Ordinance
section 19 INTEREST AND SINKING FUND REQUIREMENTS The
city shall cause to be deposited to the credit of the rInterest
eceived
and Sinking Fund the accrued interest and any premium from the sale of the initial Bond, and on or before the 25th
day of each month, the City shall cause to be deposited to the
27
credit of the Interest and Sinking Fund, in approximately equal
monthly payments, amounts sufficient, together with any other
funds on hand therein, to pay all of the interest or principal
and interest coming due, including the principal amount of any
Parity Bonds required to be redeemed prior to maturity pursuant
to any mandatory redemption requirements, on the Parity Bonds
and any Additional Bonds on the next succeeding interest
payment date Any moneys so deposited in the Interest and
Sinking Fund with respect to a mandatory redemption require-
ment, together with other lawfully available funds of the City,
may be used by the city, to purchase, in advance of a mandatory
redemption date and at a price not exceeding the principal
amount thereof plus accrued interest thereon to the date of
purchase, Parity Bonds which would be subject to being chosen
for mandatory nt shall i cancel any Parity Bonds som redemption date
The Paying Agent
Section 20 RESERVE FUND REQUIREMENTS There is now on
hand in the Reserve Fund an amount of money and Government
avin excess of erage annual $3,000,000 aandw interestich is
Obl
the is
qual to which
llleasigations
requirements of the Series 1983 Bonds, the Series 1984 Bonds,
the Series 1984-A Bonds, and the Series 1987 Bonds (the
"Required Reserve Amount"), except and provided that following
the issuance and delivery of the Initial Bond (Series 1988) the
Required Reserve Amount shall become and be an amount of money
and investments equal to the average annual principal and
interest requirements of all outstanding Parity Bonds and
Additional Bonds, provided further, however, that the Required
Reserve Amount shall never be less than $3,000,000 if the
maximum annual principal and interest requirements on all
outstanding Parity Bonds and Additional Bonds exceeds
$3,000,000 Immediately after the issuance and delivery of the
Initial Bond there ll deposited
thet sales ofcredit
the Initial
Reserve Fund, from the proceeds
Bond, money sufficient to cause the Reserve Fund to contain an
aggregate amount of money and investments equal to the average requirement
of all then annual principal and in the sthen Requireds Reserve Am unt)t
standing Parity Bonds
After the delivery of any future Additional Bonds the City
shall cause the Reserve Fund to be increased, if and to the
extent necessary, so that such Fund will contain an amount of
money and investments equal to the Required Reserve Amount
Any increase in the Required Reserve Amount may be funded from
Pledged Revenues, or from proceeds from the sale of any Addi-
tional Bonds, or any other available source or combination of
sources All or any part of the Required Reserve Amount not
funded initially and immediately after the delivery of any
installment or issue of Additional Bonds shall be funded,
within not more than five years from the date of such delivery,
28
by deposits of Pledged Revenues in approximately equal monthly
installments on or before the 25th day of each month Princi-
pal amounts of the Parity Bonds and any aAdditional el mandatory Bonds which
must be redeemed pursuant to any applicable
requirements shall be deemed to be maturing amounts of
principal for the purpose of calculating principal and interest
requirements on such bonds When and so long as the amount in
the Reserve Fund is not less than the Required Reserve Amount
no deposits shall be made to the credit of the Reserve Fund,
Reserve Fund at any time contains less than
but when and if the the Required Reserve Amount, then the City shall transfer from
Pledged Revenues in the System Fund, and deposit to the credit
of the Reserve F I monthly of the Required dayAmountof each
month, a sum equal to 1/0 h
until the Reserve Fund is restored to the Required Reserve
Amount The City specifically covenants that when and so long
as the Reserve Fund contains the Required Reserve Amount, the s of
the
red AmoC~ity becaudepositedse all the credit of the Int re tRandrve
Sinking Fund
Section 21 EXTENSION AND IMPROVEMENT FUND REQUIREMENTS
During each year, subject and subordinate to making the re-
quired deposits to the credit of the Interest and Sinking Fund
and the Reserve Fund, the City shall be required to deposit to
the credit of the Extension and Improvement Fund, from Pledged
Revenues i Fund, an amount equal "Adjusted Gross Revenues of the System", which t term isf hereby
defined to mean the following
the Gross Revenues of the System for such year after
deducting from such Gross Revenues an amount equal to
the current expenses of operation and maintenance of
the System for such year which are directly attribut-
able to (i) all fuel costs related to the prodductn
of electric energy by the City and/or (ii) pur-
chase of electric energy by the City
Additional excess Pledged Revenues may, at the option of the
city Council, be deposited to the credit of the Improvement
Fund as permitted by Section 22 (b) hereof, but no such addi-
tional deposit is required All investment interest income
from the Extension and Improvement Fund shall be retained in
and remain a part of such Fund
Section 22 DEFICIENCIES, EXCESS PLEDGED REVENUES (a)
If on any occasion there shall not be sufficient Pledged
Revenues to make the required deposits into the Interest and
Sinking Fund or the Reserve Fund, such deficiency shall be made
29
up as soon as possible from the next available Pledged Rev-
enues
(b) Subject to making the required deposits to the credit
of the various Funds when and as required by this ordinance or
any ordinance authorizing the issuance of Additional Bonds, any
surplus Pledged Revenues may be used by the City for any lawful
purpose
Section 23 PAYMENT OF PARITY BONDS AND ADDITIONAL BONDS
On or before December 1, 1988, and semiannually on or before
each June 1 and December 1 thereafter while any of the Parity the Bonds or Additional Bonds are outstanding and unpaid oout of ity
shall make available to the Paying Agents
out of the Reserve
Interest and Sinking Fund, or if necessary,
of such dates, the
Fund, money sufficient to pay, o
principal of and interest on the Parity Bonds and Additional
Bonds as the same matures and comes due, or to redeem the
A the upon
opprior to tion of the rCity, ei t
Parity Bon redemption ot or aatBonds
mandatory shall either deliver
direction of the City the Paying Agents
paid Parity Bonds and Additional Bonds, and any interest
coupons appertaining thereto, to the City or destroy all paid
Parity Bonds and Additional Bonds, and any coupons appertaining
thereto, and furnish the City with an appropriate certificate
of cancellation or destruction
Section 24 FINAL DEPOSITS (a) Any Parity Bond or
Additional Bond shall be deemed to be paid, retired, and no
longer outstanding within the meaning of this Ordinance when
payment of the principal of, redemption premium, if any, on Bond or
Bond, p
inter thehduerdate thereofA(wh ether such duel date beeby reasonnofo
maturity, upon redemption, or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms
the proper giving of required notice having giving of any redemp-
thereof
or provision for the
tion
been made), or (ii) shall have been provided by irrevocably
depositing with or making available to a Paying Agent therefor,
in trust and irrevocably set aside exclusively for such pay-
ment, (1) money sufficient to make such payment or (2) Govern-
ment Obligations which mature as to principal and interest in
such amounts and at such times as will insure the availability,
without reinvestment, of sufficient money to make such payment,
and all necessary and proper fees, compensation, and expenses
of such Paying Agent pertaining to the Parity Bonds and Addi-
tional Bonds with respect to which
thereof provided for ate shall
have been paid or the payment
satisfaction of such paying agent At such time as a Bond or
Additional Bond shall be deemed to be paid hereunder, as
30
aforesaid, it shall no longer be secured by or entitled to the
benefits of this ordinance or a lien on and pledge of the
Pledged Revenues, and shall be entitled to payment solely from
such money or Government obligations
(b) Any moneys so deposited with a paying agent may at
the direction of the City also be invested in Government
obligations, maturing in the amounts and times as hereinbefore
set forth, and all income from all Government Obligations in
the hands of the paying agent pursuant to this Section which is
not required for the payment of the Parity Bonds and Additional
Bonds, the redemption premium, if any, and interest thereon, which
such bet turn de overo to the City moredepositednaso directede by the 1
City
Section 25 ADDITIONAL BONDS (a) The City shall have
the right and power at any time and from time to time, and in
I and
one or series or
additionale parity revenue issues, (herein called issue "Additdionaler
Bonds"), in accordance with law, in any amounts, for any lawful
purpose, including the refunding of any Parity Bonds or Addi-
tional Bonds, or other obligations Such Additional Bonds, if
and when authorized, issued, and delivered in accordance with
this ordinance, shall be payable from and secured by an irrev-
ocable first lien on and pledge of the Pledged Revenues,
respects the Parity
equally land n any ratably other outstanding Additinal Bonds
B
(b) The principal of all Additional Bonds must be sched-
ears in which
uled
d or mature on December 1 of the such principal is scheduled to be paid or mature
Section 26 FURTHER REQUIREMENTS FOR ADDITIONAL BONDS
with this
Additional
Ordinance, and d no sinstallment,16Series, iorissueof accordance Additional
Bonds shall be issued or delivered unless
(a) The Mayor of the City and the City Secretary sign a
written certificate to the effect that the City is not in
default as to any covenant, condition, or obligation in connec-
tion with all then outstanding Parity Bonds and Additional
Bonds, and the ordinances authorizing same, and that the
h Reserve Fund each contains
Interest and Sinking to be therein
rgquired
(b) An independent certified public accountant, or in-
dependent firm of certified public accountants, acting by and
or n its signs opinion, ~r during certifi-
through
to the effect that, public in his accountant,
cate either
31
the next preceding fiscal year, or any twelve consecutive
month calendar period out of t l
precedingthe month in which the ordinance e authorizing athey
issuance of the then proposed Additional tBondsansapassed, the
Pledged Revenues were at least (1)
to the average annual principal and interest requirements, and
(ii) 1 10 times an amount equal to the principal and interest
requirements during the fiscal year during which such require-
ments are scheduled to be the greatest, of all Parity Bonds and
Additional Bonds which are scheduled to be outstanding after
the delivery of the then proposed Additional Bonds It is
specifically provided, however, that in calculating the amount
of Pledged Revenues for the purposes of this subsection (b), if
there has been any increase in the rates or charges for ser-
vices of the System which is then in effect, but which was not
in effect during all or any part of the entire period for which
the Pledged Revenues are being calculated (hereinafter referred
to as the "entire period") then the certified public account-
ant, or in lieu of the certified public accountant a firm of
consulting engineers, shall determine and certify the amount of
Pledged Revenues as being the total of (1) the equal to the
Revenues for the entire period, plus (ii) a sum
aggregate amount by which the actual billings to customers of
in effect increased
system d rats n or re period would
charges had been have been
if such increase during
the entire period
(c) Provision shall be made in the ordinance authorizing
to the Required
issuance their for increasing Section Reserve Fund
20 hereof
Reserve Amount as required b
(e) All calculations of average annual principal and
interest requirements of any bonds made in connection with the
issuance of any then proposed Additional Bonds shall be made as
of the date of such Additional Bonds, and also in making
calculations for such purpose, and for any other purpose under
this ordinance, principal amounts of any bonds which
e t be mandatory
redeemed prior to maturity pursuant to any app
redemption requirements shall be deemed to be maturing amounts
of principal of such bonds
Section 27 GENERAL COVENANTS The City further cove-
nants and agrees that in accordance with and to the extent
required or permitted by law
(a) Performance It will faithfully perform at all times
any and all covenants, undertakings, stipulations, and provi-
sions contained in this ordinance, and each ordinance authoriz-
ing the issuance of Additional Bonds, and in each and every
Parity Bond and Additional Bond, that it will promptly pay or
32
cause to be paid the principal of and interest on every Parity
Bond and Additional Bond, on the dates and in the places and
manner prescribed in such ordinances and Parity Bonds or
Additional Bonds, and that it will, at the times and in the
manner prescribed, deposit or cause to be deposited the amounts
required to be deposited into the Interest and Sinking Fund and
the Reserve Fund, and any holder of the Parity Bonds or Addi-
tional Bonds may require the City, its officials, and em-
ployees, to carry out, respect, or enforce the covenants and the
issuanceoof Additional Bonds, byrallylegal nandeequitable imeans,
including specifically, but without limitation, the use and of competent
filing of mandamus proceedings, in any officials, and employees
jurisdiction, against the City, its
(b) CitvIs Leaa~ Authority The City is a duly created
and existing home is city of the state of Texas, and is duly
authorized under the laws of the State of Texas to create and
issue the Parity Bonds and Additional Bonds, that all action on
its part for the creation and issuance of the said obligations
has been or will be duly and effectively taken, and that said
obligations in the hands of the holders and owners thereof are
and will be valid and enforceable special obligations of the
city in accordance with their terms
(c) Is The City has or will obtain lawful title to
constituting
the lands, buildings, structures, and facilities the System, that it warrants that it will defend the title to
all the aforesaid lands, buildings, structures, and facilities,
and every part thereof, for the benefit of the holders and
owners of the Parity Bonds and Additional Bonds, against the
Pledged, Revenues that
tot
claims and qudemands of all alified to pledge persons
lawfully qu the
prescribed herein, and has s lawand fully Additional exercis d n such rights manner
(d) Liens The City will from time to time and abefore ssess-
the same become delinquent pay and discharge which shall taxes, law-
ments, and governmental charges, if any,
fully imposed upon it, or the System, that it will pay all
lawful claims for rents, royalties, labor, materials, and
supplies which if unpaid might by law become a lien or charge
thereon, the lien of which would be prior to or interfere with
the liens hereof,
hereunder shall be fully preserved iin the t manner liens providedd
herein, and that it will not create or suffer to be created any
the liens other hereof,l or doaore
mechanic's, orb could A be prior materialman's,
which might
or
suffer ymatter or thin , provided,1B however, that no hereof such itax,
could be impaired
33
assessment, or charge, and that no such claims which might be
used as the basis of a mechanic's, laborer's, materialman's, or
other lien or charge, shall be required to be paid so long as
the validity of the same shall be contested in good faith by
the City
r ti on of System No Free Service While the
(e)
Parity Bonds or any Additional Bonds are outstanding and unpaid
the City shall continuously and efficiently operate the System,
and shall maintain the System in good condition, repair, and
working order, all at reasonable cost No free service of the
System shall be allowed, and should the City or any of its
agencies, instrumentalities, lessors, or concessionaires nake
use of the services and facilities of the System, p yms
monthly of the standard retail price of the services provided
shall be made by the City or any of its agencies, instrumen-
talities, lessors, or concessionaires out of funds from sources
other hthan the from surplus
Pledged Revenues as permitted by Section 22(b) hereof
(f) EUrth9X Fncumrrance While the Parity Bonds or any
Additional Bonds are outstanding and unpaid, the City shall not
additionally encumber the Pledged Revenues in any manner,
except as permitted in this Ordinance in connection with
Additional Bonds, unless said encumbrance is junior ntd
subordinate in all respects to the liens, pledges,
and agreements of this Ordinance and any ordinance authorizing
the issuance of Additional Bonds, but the right of the City to
issue revenue bonds payable from a subordinate lien on surplus
Pled ed Revenues is specifically recognized and retained, as
permitted under Section 22(b) hereof)
(9) ~a~e or Disoosai of Property While the Parity Bonds
or any Additional Bonds are outstanding and unpaid, the City
shall not sell, convey, mortgage, encumber, lease, or in any
manner transfer title to, or dedicate to other
significant or,substanti-
wise dispose of, the System, Y part thereof, provided that whenever the City deems it neces-
sary to dispose of any property, machinery, fixtures, or
equipment, or dedicate such property to other use, it may do so
either when it has made arrangements to replace the same or
provide substitutes therefor, or it is determined by resolution
of the City Council that no such replacement or substitute is
necessary
(h) Insurance (1) The City shall cause to be insured
such parts of the System as would usually be insured by corpor-
ations operating like properties, with a responsible insurance
com any or companies, against risks, accidents, or casualties
aga nst which and to the extent insurance is usually carried by
34
corporations operating like properties, including, to the
extent reasonably obtainable, fire and extended coverage
insurance, insurance against damage by floods, and use and
occupancy insurance Public liability and property damage
insurance also shall be carried unless the City Attorney gives
a written opinion to the effect that the City is not liable for
claims which would be protected by such insurance All insur-
ance premiums shall be paid as an expense of operation of the
System At any time while any contractor engaged in construc-
tion work shall be fcarrryinsurance responsible n therefor, the work h being yconall
not be structed required if the contractor is required to carry appropriate
insurance All such policies shall be open to the inspection
the Bonholders and their
the happening of representatives s loss t or e damage l covered a yle
times Up
insurance from one or more of said causes, the City shall make des due proof of loss and shall do all things necessary in f r
able to cause the insuring companies to make payment
directly to the City The proceeds of insurance covering such
property, together with any other funds necessary and available
for such purpose, shall be used forthwith by the City for
repairing the property damaged or replacing the property
destroyed, provided, however, that if said insurance proceeds
and other funds are insufficient for such purpose, then said
insurance proceeds pertaining to the System shall be deposited
a special and be designated fund, at an ofcial
of
Insurance Acco ntepoTheory
of the City,
Insurance Account shall be held until such time as other funds
become available which, together with the Insurance Account,
will be sufficient to make the repairs or replacements origin-
ally required
(2) The annual audit hereinafter required may contain a
section commenting on whether or not the City has complied with
the requirements of this Section with respect to the mainte-
nance of insurance, and shall state whether or not all insur-
ance premiums upon the insurance policies to which reference is
made have been paid
(i) A "L Sachet and Rate Covenant The City shall
prepare, prior to the beginning of each fiscal year, an annual
budget, in accordance with law, reflecting an estimate of cash
receipts and disbursements for the ensuing fiscal year in
sufficient detail to indicate the probable Gross Revenues and
Pledged Revenues for such fiscal year The City shall fix,
establish, maintain and collect, such rates, charges, and fees
for the use and availability of the system at all times as are
necessary (1) to produce Gross Revenues sufficient, together
with any other Pledged Revenues, to pay all current operation
and maintenance expenses of the System, and (2) to produce an
35
amount of Pledged Revenues during each fiscal year at least
equal to the greater of 1 25 times the average annual principal
and interest requirements of all then outstanding Parity Bonds
Additional and h
principal and interest requirements ofs all then outstanding/s
Parity Bonds and Additional Bonds
(j) Records The City shall keep proper books of record
and account in which full, true, proper, and correct entries
will be made of all dealings, activities, and transactions
relating to the System, the Pledged Revenues, and the Funds
created pursuant to this Ordinance, and all books, documents,
and vouchers relating thereto shall at all reasonable times be
made available for inspection upon request of any Bondholder or
citizen of the City To the extent consistent with the provi-
sions of this Ordinance, the City shall keep its books and
records in a manner conforming to standard accounting practices
as usually would be followed by private corporations owning and
operating a similar System, with appropriate recognition being
given to essential differences between municipal and corporate
accounting practices
(k) Audits After the close of each fiscal year while
any outstand-
ing, o an t audit Parity Additional Bonds are
accounts relating
to the System and the Pledged Revenues by an independent
certified public accountant or an independent firm of certified
public accountants As soon as practicable after the close of
each such year, and when said audit has been completed and made
available to the City, a copy of such audit for the preceding
year shall be mailed to the Municipal Advisory Council of
Revenues aeach nd toy any Bagent for ondholders who nshally sot reqfrom uest tinged
writing The annual audit reports shall be open to the inspec-
tion of the Bondholders and their agents and representatives at
all reasonable times
(1) Qc•Mrnmentai Acencies It will comply with all of
the terms and conditions of any and all franchises, permits,
and authorizations applicable to or necessary with respect to
the System, and which have been obtained from any governmental
agency, and the City has or will obtain and keep in full force
and effect all franchises, permits, authorization, and other
requirements applicable to or necessary operation,
with spenect d to t e-
acquisition, construction, equipment, nance of the System
(m) ~jQ Comoeti on It will not operate, or grant any
franchise or, to the extent it legally may, permit the acquisi-
tion, construction, or operation of, any facilities which would
36
be comae,thenCitwith the system, y will prohibit and to
any such h competingtfacili-
legal ally may, Y
ties
(n) Arbitrage The City covenants to and with the
purchasers of the Parity Bonds and any Additional Bonds that no
use will be made of the proceeds of any of such bonds at any
time throughout the term of any of such bonds which, if such
use had been reasonably expected on the date of delivery of any
would
of such bonds to and payment therefor by the purchasers,
have caused any of such bonds to be arbitrage bonds within the
meaning of Section 103(c) of the Internal Revenue Code of 1954,
as amended, or the Internal Revenue Code of 1986, or any
regulations or rulings pertaining thereto, and by this covenant
the City is obligated to comply with the requirements of the
The City
aforesaid Codarelatingetonarbitrage bonds Department
the Treasury regulations
further covenants that the proceeds of all such bonds will not
otherwise e directly used indirectly so as to cause all or
any part of such bonds to be or become arbitrage bonds within
the meaning of the aforesaid Codes, or any regulations pertain-
ing thereto
Section 28 AMENDMENT OF ORDINANCE (a) The holders or
owners of Parity Bonds and Additional Bonds aggregating in
principal amount 51% of the aggregate principal amount of then
outstanding Parity Bonds and Additional Bonds shall have the
right from time to time to approve any amendment to this
the
Ordinance which may be deemed necessary or desirable
contained yshall
City, provided, however,
Addind
the amendment Parity Bo ds orterms
permit
conditions b in this Ordinance permit in the
tional Bonds so as to
(1) Make any change in the maturity of the out-
standing Parity Bonds or Additional Bonds,
(2) Reduce the rate of interest borne by any of
the outstanding Parity Bonds or Additional Bonds,
(3) Reduce the amount of the principal payable
on the outstanding Parity Bonds or Additional Bonds,
(4) Modify the terms of payment of principal
respect Addi-
of or inthe terest on t with Bonds or
tional Bonds, or impose any cond to
such payment,
(5) Affect the rights of the holders or owners of
less than all of the Parity Bonds and Additional Bonds
37
then outstanding,
(6) Change the minimum percentage of the prin-
cipal amount of Parity Bonds and Additional Bonds neces-
sary for consent to such amendment
(b) If at any time the city shall desire to amend the
ordinance under this Section, the City shall cause notice of
the proposed eepublished
The s City i of a New financial York, New publica-
tion of general circulation in York,
once during each calendar week for at least two successive
calendar weeks Such notice shall briefly set forth the nature
of the proposed amendment and shall state that a copy thereof
is on file at the principal office of the Paying Agents for
inspection by all holders or owners of Parity Bonds and Addi-
tional Bonds Such publication is not required, however, if
notice in writing is given to each holder or owner of Parity
Bonds and Additional Bonds
(c) Whenever at any time not less than thirty days, and
within one year, from the date of the first publication of said
notice or other service of written notice the City shall
receive an instrument or instruments executed by the holders or
owners of at least 518 in aggregate principal amount of all
Parity Bonds and Additional Bonds then outstanding, which
instrument or instruments shall refer to the proposed amendment
described in said notice and which specifically consent to and
approve such amendment in substantially the form of the copy
thereof on file with the Paying Agents, the City Council may
pass the amendatory ordinance in substantially the same form
(d) Upon the passage of any amendatory ordinance pursuant
to the provisions of this Section, this Ordinance shall be
deemed to be amended in accordance with such amendatory ordi-
nance, and the respective rights, duties, and obligations under
this ordinance of the City, and all the holders or owners of
then outstanding Parity Bonds and Additional Bonds and all
future Parity Bonds and Additional Bonds shall thereafter be
determined, exercised, and enforced hereunder, subject in all
respects to such amendments
(e) Any consent given by the holder or owner of a Parity
Bond or Additional Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from
the date of the first publication of the notice provided for in
this Section, and shall be conclusive and binding upon all
future holders or owners of the same Parity Bond or Additional
Bond during such period Such consent may be revoked at any
time after s months such noticeby theholdermor h owner e whof the o gave first such consent, or by
38
a successor in title, by filing notice thereof with the paying
agents and the city, but such revocation shall not be effective
if the holders or owners of 51% in aggregate principal amount
of the then outstanding Parity Bonds and Additional Bonds as in
this Section defined have, prior to the attempted revocation,
consented to, and approved the amendment
(f) For the purpose of this Section, the fact of the
holding of Parity Bonds or Additional Bonds which are in
bearer, coupon form, by any bondholder and the amount and
numbers of such bearer Parity Bonds or Additional Bonds and the
date of their holding same, may be proved by the affidavit of
the person claiming to be such holder or owner, or by a certi-
ficate executed by any trust company, bank, banker, or any
other depository wherever situated showing that at the date
therein mentioned such person had on deposit with such trust
company, bank, banker, or other depository, the Parity Bonds
and Additional Bonds described in such certificate The City
may conclusively assume that such ownership continues until
written notice to the contrary is served upon the City The
bof all g from the registration books kptabyBthes
ownership determined
shall
registrar therefor
Section 29 DAMAGED, MUTILATED, LOST, STOLEN, OR DE-
STROYED BONDS (a) ReDl ement 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) Ann1~c *i^^ fer ReD~acement 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, ih1eft, a
destruction of a Bond, the registered owner applying for
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
destruction of a Bond, the registered owner shall furnish to
the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond,
as the case may be In every case of damage or mutilation of a
Bond, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or muti-
lated
39
(c) N Def is is s Occurred Notwithstanding the foregoing
provisions of th Section, in the event any such Bond shall
have matured, and no default has occurred which is than con-
tinuing in the payment of the principal of, redemption premium,
if any, or interest on the Bond, the Issuer may authorize the
paym except ccaseent o the same
insteadf of is uing to he
mutilated surrender
of a damaged or (without
replacement Bond, provided security or indemnity is furnished
as above provided in this Section
(d) or Tssu;na 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) Tasuer for Tssuina Re~acement Bonds In accordance
with Section 6 of Vernon's Ann Tex Civ St Art 717k-6, this
Section of this Ordinance shall constitute authority for the
issuance of any such replacement bond without necessity of
further action by the governing body of the Issuer or any other
body or person, and the duty of the replacement of such bonds
is hereby authorized and imposed upon the Paying Agent/Regis-
trar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect,
as provided in Section 6(d) of this Ordinance for Bonds issued
in conversion and exchange for other Bonds
Section 30 COVENANTS REGARDING TAX-EXEMPTION The
Issuer covenants to take any action or refrain from any action
which would adversely affect the treatment of the Bonds as
obligations described in section 103 of the Code, the interest
on which is not includable in the "gross income" of the holder
for purposes of federal income taxation In furtherance
thereof, the Issuer covenants as follows
(a) to take any action to assure that no more than
10 percent of the proceeds of the Bondse(less amounts
deposited to a reserve fund, if any) a used for any
"private business use", as defined in section
of the proceeds6) of
percent are
the Code or, if more than 10
so used, that amounts, whether or not received by the
Issuer, with respect to such private business use, do not,
40
under the terms of this Resolution or any ornprovidngfor
arrangement, directly or indirectly, secure the payment of more than to percent of the debt service the on
the Bonds, in contravention of section 141(b) (2)
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 $5,ooo,ooo, or 5
percent of the proceeds of the Bonds (less amounts depos-
ited into a reserve fund, if any) is directly or indirect-
ly used gto finance loans overnmental units to persons, econtraveother ntion t or
of section
local g
141(c) of the Code,
(d) to refrain from taking any action which would
otherwise result in the Bonds being treated as "private
activity bonds" within the meaning of section 141(b) of
the Code, would (e) to refrain from taking any action
nteeat with in
result in the Bonds being "federally Coda
the meaning of section 149(b) of the (f) to refrain from using any portion of the pro-
ceeds of the Bonds, directly or indirectly, to acquire or
to replace funds which were used, directly or indirectly,
to acquire investment property (as defined in section
148(b)(2) of the Code) which produces a materially higher
yield over the term of the Bonds, other than investment
property acquired with
(1) proceeds of pthe eriod of 3$ yearssordless r until
reasonable temporary 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 Treasury Regulatof section
ions, ns, and
1 103-13(b)(12) of
41
(3) amounts deposited in any reasonably re-
quired reserve or replacement fund to
of thee extent such
amounts do not exceed 10 percent 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
result of Excess Earnings under section
rati red 14to be 8(f) of id as a the Code and
(i) to maintain such records as will enable the
Issuer to fulfill its responsibilities under this section
the retain such records princi-
and section 148 of the Code and to
at least six years following final payment
pal and interest on the Bonds
pal
It is the understanding of the Issuer that the covenants
contained
and any regulations eore rulings spromulgated nby theh the
Code
Department of the Treasury pursuant thereto In the event that
regulations or rulings are hereafter promulgated which modify,
or expand provisions of the Code, as applicable to the Bonds,
the Issuer will n contained herein to the extent that comply modification or covenant
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 hereaf-
ter promulgated which impose additional requirements which are
applicable to the Bonds, the Issuer agrees to comply with the
additional national ly-rrecognized bond counsel, lto preserve the exemp-
tion of from federal income taxation of interest on the Bonds
under section 103 of the Code
Section 31 DESIGNATION AS QUALIFIED TAX-EXEMPT BONDS
The Issuer hereby designates the Bonds as "qualified tax-exempt
42
bonds" 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 isued,
the Issuer (including any subordinate entities) has not desig-
nated nor will designate bonds, which when aggregated with the
Bonds will result in more than $10,000,000 of "qualified
tax-exempt bonds" 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 isued, by the
Issuer (or any subordinate entities) will not exceed e such $10,000,000, and, (c) that the Issuer will
as kmore parti ularly
refrain from such action as necessary,
set forth in Section 30, hereof, in order thath hetBon s will
not be considered "private activity bonds" mean
of section 141 of the Code
Section 32 CUSTODY, APPROVAL, AND REGISTRATION I E F TBOND he S
BOND COUNSEL'S OPINION, CUSIP NUMBERS, AND Mayor of the Issuer is hereby authorized to have control of the
Initial Bond issued hereunder and all necessary its delivery
proceedings pertaining to the Initial Bond pending by the Attor-
ney its investigation, examination, and approval
General of the State of Texas, and its registration by the
Comptroller of Public Accounts of the State of Texas Upon
registration of Initial Bond
d in lwr ting rtolactoforusaid
Accounts ( a deputy designated
the Comptroller's Registration
Comptroller) ) shall manually g said
Comptrol Certificate on the Initial Bond, and the seal
on he Init 1
or placed in facslmi e of
Bond be impressed, Issuer'
Coun Bond The approving legal opinion of ate the optionoof the sel
and the assigned CUSIP numbers may,
Issuer, be printed on the Initial Bond or on any Bonds issued
and delivered in conversion of and exchange effect, or replacement
shallof
any Bond, but neither shall have any leg
solely for the convenience and informatiof of the registered
owners of the Bonds If the purchaser
exercises its option to obtain insurance on Inthe Bons, structions a and
permitted in the Notice of Sale and Bidding official Statement hereinafter des rib ehl g end lc n Bern ng
insurance and
all other Bonds shall as provided bye the insurer
appropriate Section 33 SALE OF INITIAL BOND The Initial Bond is
hereby sold and shall be delivered to RAUSCHER PIERCE REFSNES,
INC AND ASSOCIATES, for cash for the par value thae Pre iandof
accrued interest thereon to date of delivery, dplus etermined, and
It is hereby officially found, public sale to
declared that the initial Bond has been sold a after receiving
the bidder offering the lowest interest cost,
43
sealed bids pursuant to an official Notice of Sale and1Bidding
Instructions and Official Statement dated July 19, 88,
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 plement,
or amendment thereto have been and are hereby approved by the
Issuer, and they 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
Section 34 FURTHER PROCEDURES The Mayor of the Issuer,
the City Secretary Secretary of the Issuer, and all other
and each of
officers, employees, and agents of the Issuer,
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, acknowl-
edge, and deliver in the name and under the corporate seal and
on behalf of the Issuer be such desir bleti.n orderoto
herein mentioned, as may
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
In case paid
shall cause expenses
of sale of issuance the Initi1 Bod Bonds
from the proceeds any
officer whose signature shall appear on any Bond shall cease to
be such officer before the delivery of such Bond, such signa-
ture shall nevertheless be valid and sufficient for all purpos-
es the same as if such officer had remained in office until
such delivery
44
CERTIFICATE FOR
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY of
CITY OF DENTON UTILITY SYSTEM REVENUE BONDS, SERIES 1988,
AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES
ING TH 0
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
We, the undersigned officers of said city, hereby certify
as follows
1 The city council of said city convened in
REGULAR MEETING ON THE 2ND DAY anOF AUGUST, d the roll was called
at the Municipal Building (City Hall),
of the duly constituted officers and members of said City
Council, to-wit
Jennifer K Walters, City Secretary Ray Stephens, Mayor
Linnie McAdams
Hugh Ayer Jim Alexander
Jane Hopkins Bob Gorton
Randall Boyd
and all of said persons were present, except the following
absentees Boyd, thus constituting a quorum Whereupon, among
other business, the following was transacted at said Meeting
a written
ORDINANCE AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF
CITY
AND PROCEDURES
APPROVING NANDIAUTHORIZING INSTRUMENTSDANDS
RELATING THERETO
introduced for
was duly
the and duly read it was then duly moved and second d t hat usa d
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 All members of said City Council
shown present above voted "Aye",
except Jane Hopkins
NOES None
ABSTENTIONS Jane Hopkins
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 said paragraph is a true, full, and correct excerpt
tfrom he passage to
Council's minutes of said Meeting pertaining
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 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
,City
3 That the Mayor of said City has approved, and hereby that approves, ofe saaforesaid id City have ordinance, signed said O
Secretary
that the Mayor and the City Secretary of said City hereby
said constitute
declare that their signing of this Certificate shall
ordi-
the signing of the attached and following copy
nance for all purposes
SIGNED AND SEALED the 2nd
y ecretary
day of ugust, 1988
utriil-~
may pr
(SEAL)
We, the undersigned, being respectively the City Attorney
Attorneys of the City of and the Bond
Texas, legality the
certify that we prepared and approved Denton, tto ~ hereby
attached and following ordinance prior to its passage as
aforesaid
1
City Atto y
Bond Attorneys
GENERAL CERTIFICATE
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
We, the undersigned, hereby officially certify that we are
the Mayor and City Secretary, respectively, of the City of
Denton, Texas (the "Issuer"), and we further certify as
follows
1 That this certificate is executed for and on behalf of
said Issuer with reference to the issuance of the proposed City
of Denton Utility System Revenue Bonds, Series 1988, dated
August 1, 1988, authorized by an ordinance passed by the City
council of said Issuer on August 2, 1988, initially issued and
delivered as a single fully registered bond payable in install-
ments to the registered owner, but convertible into fully
registered bonds in any multiple of $5,000 (the "Bonds")
2 That said Issuer is a duly incorporated Home Rule
City, having more than 5000 inhabitants, operating and existing
under the Constitution and laws of the State of Texas and the
duly adopted Home Rule Charter of said City, which Charter has
not been changed or amended since the passage of the ordinance
authorizing the issuance of the City of Den9tosn General Obliga-
tion Bonds, Series 1988, dated January 1,
3 That no litigation of any nature has ever been filed
pertaining to, affecting, or contesting (a) the which authorized said
1 in
eIssuer's rtificate(the proposed "SeBonds ries described
1988 Bond
paragraph 1 of this
ordinance") , (b) the issuance, execution, delivery, payment, security, or validity of said proposed Bonds, (c) the authority
of the governing body and the officers of said Issuer to issue,
execute, and deliver said Bonds, (d) the title of the present
ld f said Issuer
members and officers of the City Council
corporate
their respective offices, or (e) the
existence or the Charter of said Issuer
4 That none of the Pledged Revenues, as defined in the
Series 1988 Bond Ordinance, have been pledged or encumbered to
the payment of any debt or obligation whatsoever, except in
connection with the aforesaid proposed Bonds, and the outstand-
ing bonds of the following issues
City of Denton Utility System Revenue Refunding Bonds,
nds,
Series 1983 (the Series 1983 Bonds"),
Ordinance passed on March 10, 1983 (the 111983 Bond Ordi-
nance"),
(city of the "Series o 1984 iBonds"), authorized by ordinance passed
on February 21, 1984 (the 111984 Bond Ordinance"),
City of Denton Utility System Revenue Bonds, Series 1984-A
(the Series 111984-A Bonds"), authorized by Ordinance
passed on September 25, 1984 (the 111984-A Bond Ordi-
nance"), and
City of Denton Utility System Revenue Refunding Bonds,
Series 1987 (the "Series 1987 Bonds"), authorized by
Ordinance passed on January 27, 1987 (the 111987 Bond
Ordinance")
5 That the City is not in default as to any covenant,
condition, or obligation in connection with the above described
outstanding Bonds and the Bond Ordinances, respectively,
authorizing same, and that the Interest and Sinking Fund and
the Reserve Fund created and maintained by said Bond Ordinances
for the benefit of the above described outstanding Bonds and
all Additional Bonds issued pursuant to said Bond Ordinances
each contains the amount now required to be therein
thtthe
6 That the statements and information set forth in
Official Statement dated July 19, 1988, pertaining
aforesaid proposed Bonds and the Issuer, and particularly the
utility
coverage system et forth therein are true and corrects
and
and the Water, Sewer, and Electric Rates set forth therein are
currently in effect and were authorized by ordinances duly
passed by the City Council
7 That no petition has been filed protesting the issu-
ance of the Bonds or seeking a referendum vote on the question
as to the issuance of the Bond/,s~~
SIGNED AND SEALED this'"" day of 1988
C Se' a ary, City of Denton Mayo, City of Denton
( TY SEAL)