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1984-103ORDINANCE NO 84- ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF DENTON CERTIFICATES OF OBLIGATION, SERIES 1984-A, AND APPROVING AND AUTHOR- IZING INSTRUMENTS AND PROCEDURES RELATING THERETO THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, Vernon's Article 2368a 1 permits the City to issue and sell for cash the Certificates of obligation hereinafter authorized, and WHEREAS, the City has duly caused notice of its intention to issue the Certificates of Obligation hereinafter authorized to be published at the times and in the manner required by Vernon's Article 2368a 1, and no petition has been filed protesting the issuance thereof THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS THAT Section 1 AMOUNT AND PURPOSE OF THE CERTIFICATES The certificate or certificates of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of $1,800,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGA- TIONS TO BE INCURRED PURSUANT TO CONTRACTS FOR THE CONSTRUCTION OF A SOLID WASTE DISPOSAL FACILITY (LANDFILL PROJECT) FOR THE CITY, AND THE PURCHASE OF EQUIPMENT, MACHINERY, AND LAND THEREFOR, AND PAYING ALL OR A PORTION OF THE CONTRACTUAL OBLIGATIONS FOR PROFESSIONAL SERVICES OF ENGINEERING, ARCH- ITECTS, ATTORNEYS, AND FINANCIAL ADVISORS IN CONNECTION WITH SUCH SOLID WASTE DISPOSAL FACILITIES AND CERTIFICATES OF OBLIGATION Section 2 DESIGNATION OF THE CERTIFICATES Each cert- ificate issued pursuant to this Ordinance shall be designated "CITY OF DENTON CERTIFICATE OF OBLIGATION, SERIES 1984-A", and initially there shall be issued, sold, and delivered hereunder a single fully registered certificate, without interest coupons, payable in installments of principal (the "Initial Certificate"), but the Initial Certificate may be assigned and transferred and/or converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, having serial maturities, and in the denomination or denominations of $5,000 or any integral multi- ple of $5,000, all in the manner hereinafter provided The term "Certificates" as used in this Ordinance shall mean and include collectively the Initial Certificate and all substitute certificates exchanged therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto, and the term "Certificates" shall mean any of the Certificates Section 3 INITIAL DATE, DENOMINATION, NUMBER, MATURI- TIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL CERTIFICATE (a) The Initial Certificate is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Certificate, without interest coupons, dated AUGUST 1, 1984, in the denomination and aggregate principal amount of $1,800,000, numbered R-1, payable in annual installments of principal to the initial registered owner thereof, to-wit or to the registered assignee or assignees o said Certificate or any portion or portions thereof (in each case, the "registered owner"), with the annual installments of principal of the Initial Certificate to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM OF INITIAL CERTIFICATE set forth in this Ordinance (b) The Initial Certificate (i) may be prepaid or redeemed prior to the respective scheduled due dates of installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and exchanged for other Certificates, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on the Initial Certificate shall be payable, all as provided, and in the manner required or indicated, in the FORM OF INITIAL CERTIFICATE set forth in this Ordinance Section 4 INTEREST The unpaid principal balance of the Initial Certificate shall bear interest from the date of the Initial Certificate to the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the installments of principal of the Initial Certificate, and said interest shall be payable, all in the manner provided and at the rates and on the dates stated in the FORM OF INITIAL CERTIFICATE set forth in this Ordinance Section 5 FORM OF INITIAL CERTIFICATE The form of the Initial Certificate, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Initial Certificate, shall be substantially as follows FORM OF INITIAL CERTIFICATE NO R-1 $1,800,000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON CERTIFICATE OF OBLIGATION SERIES 1984-A THE CITY OF DENTON, in Denton County, Texas (the "Issuer"), being a political subdivision of the State of Texas hereby promises to pay to or to the registered assignee or assignees of this Certificate or any portion or portions hereof (in each case, the "registered owner") the aggregate principal amount of $1,800 000 (ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS) in annual installments of principal due and payable on AUGUST 1 in each of the years, and in the respective principal amounts, as set forth in the following schedule PRINCIPAL YEAR -AMOUNT- 1986 $ 35,000 1987 35,000 1988 40,000 1989 45,000 1990 50,000 1991 55,000 1992 60,000 1993 65,000 1994 75,000 1995 80,000 PRINCIPAL YEAR AMOUNT- 1996 $ 90,000 1997 100,000 1998 110,000 1999 120,000 2000 135,000 2001 150,000 2002 165,000 2003 185,000 2004 205,000 2 and to pay interest, from the date of this Certificate hereinafter stated, on the balance of each such installment of principal, respectively, from time to time remaining unpaid, at the rates as follows per annum on the above installment due in 1986, per annum on the above installment due in 1987 per annum on the above installment due in 1988 per annum on the above installment due in 1989 per annum on the above installment due in 1990 per annum on the above installment due in 1991 per annum on the above installment due in 1992 per annum on the above installment due in 1993 per annum on the above installment due in 1994 per annum on the above installment due in 1995 per annum on the above installment due in 1996 per annum on the above installment due in 1997 per annum on the above installment due in 1998 per annum on the above installment due in 1999 per annum on the above installment due in 2000 per annum on the above installment due in 2001 per annum on the above installment due in 2002 per annum on the above installment due in 2003 per annum on the above installment due in 2004 with said interest being payable on FEBRUARY 1, 1985, and semi- annually on each AUGUST 1 and FEBRUARY 1 thereafter while this Certificate or any portion hereof is outstanding and unpaid THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges The install- ments of principal and the interest on this Certificate are payable to the registered owner hereof through the services of TEXAS AMERICAN BANK/FORT WORTH, N A , FORT WORTH, TEXAS, which is the "Paying Agent/Registrar" for this Certificate Payment of all principal of and interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal and/or interest payment date by check or draft, dated as of such date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the resolution authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, on each such principal and/or interest payment date, to the registered owner hereof, at the address of the regis- tered owner, as it appeared on the 15th day of the month next preceding each such date (the "Record Date") on the Registra- tion Books kept by the Paying Agent/ Registrar, as hereinafter described The Issuer covenants with the registered owner of this Certificate that on or before each principal and/or interest payment date for this Certificate it will make avail- able to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on this Certificate, when due IF THE DATE for the payment of the principal of or inter- est on this Certificate shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday Sunday, legal holiday, or day on which banking institutions are authorized to close, and payment on such date shall have the 3 same force and effect as if made on the original date payment was due THIS CERTIFICATE has been authorized in accordance with the Constitution and laws of the State of Texas FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGATIONS TO BE INCURRED PURSUANT TO CONTRACTS FOR THE CONSTRUCTION OF A SOLID WASTE DISPOSAL FACILITY (LANDFILL PROJECT) FOR THE CITY, AND THE PURCHASE OF EQUIPMENT, MACHINERY, AND LAND THEREFOR, AND PAYING ALL OR A PORTION OF THE CONTRACTUAL OBLIGATIONS FOR PROFESSIONAL SERVICES OF ENGINEERING, ARCHITECTS, ATTORNEYS, AND FINANCIAL ADVISORS IN CONNECTION WITH SUCH SOLID WASTE DISPOSAL FACILITIES AND CERTIFICATES OF OBLIGATION ON AUGUST 1, 1994, or on any interest payment date there- after, the unpaid installments of principal of this Certificate may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, with funds derived from any available source, as a whole, or in part, and, if in part, the particular portion of this Certificate to be prepaid or redeemed shall be selected and designated by the Issuer (provided that a portion of this Certificate 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 redemption shall be mailed by the Paying Agent/Registrar to the registered owner hereof By the date fixed for any such prepayment or redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required prepayment or redemption price for this Certificate 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 Certificate, or the portion thereof which is to be so prepaid or redeemed, thereby automatically shall be treated as prepaid or redeemed prior to its scheduled due date, and shall not bear interest after the date fixed for its prepayment or redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the prepayment or redemption price plus accrued inter- est to the date fixed for prepayment or redemption from the Paying Agent/Registrar out of the funds provided for such payment The Paying Agent/Registrar shall record in the Registration Books all such prepayments or redemptions of principal of this Certificate or any portion hereof THIS CERTIFICATE, 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 Certificates, upon the terms and conditions set forth in the Certificate Ordinance Among other requirements for such transfer, this Certificate 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 satisfactory to the Paying Agent/ Registrar, evidencing assignment by the initial registered owner of this Certificate, or any portion or portions hereof in any integral multiple of $5,000, to the assignee or assignees in whose name or names this Certificate 4 or any such portion or portions hereof is or are to be trans- ferred and registered Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any such portion or portions hereof by the initial registered owner hereof A new certificate or certificates payable to such assignee or assignees (which then will be the new registered owner or owners of such new Certificate or Certificates) or to the initial registered owner as to any portion of this Certificate which is not being assigned and transferred by the initial registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and exchange for this Certificate or any portion or portions hereof, but solely in the form and manner as provided in the next paragraph hereof for the conversion and exchange of this Certificate or any portion hereof The registered owner of this Certificate 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 Certificate 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 Certificate Ordinance, this Certificate, to the extent of the unpaid or unredeemed principal balance hereof, may be converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the assignee or assignees duly designated in writing by the initial registered owner hereof, or to the initial registered owner as to any portion of this Certificate which is not being assigned and transferred by the initial registered owner, in any denomination or denominations in any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute certificate issued in exchange for any portion of this Certificate shall have a single stated principal maturity date), upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance if this Certificate or any portion hereof is assigned and transferred or converted each certificate issued in exchange for any portion hereof shall have a single stated principal maturity date corresponding to the due date of the installment of principal of this Certificate or portion hereof for which the substitute certificate is being exchanged, and shall bear interest at the rate applicable to and borne by such installment of principal or portion thereof Such certificates, respectively, shall be subject to redemption prior to maturity on the same dates and for the same prices as the corresponding installment of principal of this Certificate or portion hereof for which they are being exchanged No such certificate shall be payable in installments, but shall have only one stated principal maturity date AS PROVIDED IN THE CERTIFICATE ORDINANCE, THIS CERTIFICATE IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more assignees, but the certificates issued and delivered in exchange for this Certificate or any portion hereof may be assigned and transferred, and converted, subsequently, as provided in the Certificate Ordinance The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging this Certificate or any portion thereof, but the one requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto The Paying 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 5 principal or interest payment date, or, (ii) with respect to any Certificate or portion thereof called for prepayment or redemption prior to maturity, within 45 days prior to its prepayment or redemption date IN THE EVENT any Paying Agent/Registrar for this Certificate is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owner of this Certificate IT IS HEREBY certified, recited, and covenanted that this Certificate has been duly and validly authorized, issued, and delivered, that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Certificate have been performed, existed, and been done in accordance with law, that this Certificate is a general obligation of the Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged irrevocably for such payment, within the limit prescribed by law, and that this Certificate is additionally secured by and payable from the revenues and income of the Issuer derived from the charge made by the Issuer for collecting garbage, trash, and rubbish from each individual family unit in the Issuer, in accordance with Section 12-19(b) of the Code of Ordinances of the Issuer, and any amendment thereof or substitute therefor THE ISSUER has reserved the right to issue other and additional obligations payable from taxes and/or the revenues and income described in the paragraph immediately above BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between the registered owner hereof and the Issuer IN WITNESS WHEREOF, the Issuer has caused this Certificate 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 Certificat , and has caused this C rtificate to be dated AUGUST 1 1964 y ecretaryyore ! City of Denton, Texas ity o Denton, Texas (CITY SEAL) 6 FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO I hereby certify that this Certificate has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Certificate has been registered by the Comptroller of Public Accounts of the State of Texas Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 6 ADDITIONAL CHARACTERISTICS OF THE CERTIFI- CATES Registration 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 Certificates (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe, and the Paying Agent/Registrar shall make such transfers and registrations as herein provided The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided, but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Certificate may be transferred in the Registration Books only upon presentation and surrender of such Certificate to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of the Certificate, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Certificate or any such portion thereof registered in the name of such assignee or assignees Upon the assignment and transfer of any Certificate or any portion thereof, a new substitute Certificate or Certificates shall be issued in conversion and exchange therefor in the manner herein provided The Initial Certificate, to the extent of the unpaid 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 Certificates issued and delivered in conversion of and exchange for the Initial Certificate shall be in any denomination or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated principal maturity date), shall be in the form prescribed in the FORM OF SUBSTITUTE CERTIFICATE set forth in this Ordinance, and shall have the characteristics, and may be assigned, transferred, and converted as hereinafter provided If the Initial Certificate or any portion thereof is assigned and transferred or converted the Initial Certificate must be surrendered to the Paying Agent/Registrar for cancellation, and each Certificate issued in exchange for any portion of the Initial Certificate shall have a single stated principal maturity date, and shall not be payable in installments, and each such Certificate shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Certificate is being exchanged, and each such Certificate shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being ex- changed If only a portion of the Initial Certificate is assigned and transferred, there shall be delivered to and registered in the name of the initial registered owner subs- titute Certificates in exchange for the unassigned balance of the Initial Certificate in the same manner as if the initial registered owner were the assignee thereof If any Certificate or portion thereof other than the Initial Certificate is assigned and transferred or converted each Certificate issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate for which it is exchanged A form of assignment shall be printed or endorsed on each Certificate, excepting the Initial Cert- ificate, which shall be executed by the registered owner or its duly authorized attorney or representative to evidence an assignment thereof Upon surrender of any Certificates 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 Certificate or Certificates, having the characteristics herein described, payable to such assignee or assignees (which then will be the registered owner or owners of such new Certificate or Certificates), or to the previous registered owner in case only a portion of a Cert- ificate is being assigned and transferred, all in conversion of and exchange for said assigned Certificate or Certificates or any portion or portions thereof, in the same form and manner, and with the same effect, as provided in Section 6(d), below, for the conversion and exchange of Certificates by any regis- tered owner of a Certificate The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer and delivery of a substitute Certificate or Certificates, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto The Paying Agent/Registrar shall not be required to make transfers of registration of any Certificate or any portion thereof (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 Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date (b) Ownership of Certificates The entity in whose name any Certificate shall be registered in the Registration Books at any time shall be deemed and treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such Certificate shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary, and payment of, or on account of, the principal of, premium, if any, and interest on any such Certificate shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid 8 (c) Payment of Certificates and Interest The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, and to act as its agent to convert and exchange or replace Certificates, all as provided in this ordinance The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance (d) Conversion and Exchange or Replacement, Authenti- cation Each Certificate issued and delivered pursuant to this ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may, upon surrender of such Certificate at the principal corporate trust office of the Paying Agent/Registrar, together with a written request there- for duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or 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 certificates, without interest coupons, in the form prescribed in the FORM OF SUBSTITUTE CERTIFICATE set forth in this Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Certificate shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Certificate or Certificates so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be If the Initial Certificate is assigned and transferred or converted each substitute Certificate issued in exchange for any portion of the Initial Certificate shall have a single stated principal maturity date, and shall not be payable in installments, and each such Certificate shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Certificate is being exchanged, and each such Certificate shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged If a portion of any Certificate (other than the Initial Certificate) shall be redeemed prior to its scheduled maturity as provided herein, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation If any Certificate or portion thereof (other than the Initial Certificate) is assigned and transferred or converted, each Certificate issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate for which it is being exchanged Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate The Paying Agent/Registrar shall convert and exchange or replace Certificates as provided herein, and each fully registered certificate delivered in conversion of and exchange for or replacement of any Certificate or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Certificates for all purposes of this ordinance, and may again be converted and exchanged or replaced It is specifically provided that any Certificate authenticated in conversion of and exchange for or 9 replacement of another Certificate on or prior to the first scheduled Record Date for the Initial Certificate shall bear interest from the date of the Initial Certificate, but each substitute Certificate so authenticated after such first scheduled Record Date shall bear interest from the interest payment date next preceding the date on which such substitute Certificate was so authenticated, unless such Certificate is authenticated after any Record Date but on or before the next following interest payment date, in which case it shall bear interest from such next following interest payment date, provided, however, that if at the time of delivery of any substitute Certificate the interest on the Certificate for which it is being exchanged is due but has not been paid, then such Certificate shall bear interest from the date to which such interest has been paid in full THE INITIAL CERTIFICATE issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for or replacement of any Cert- ificate or Certificates 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 Certificate has been issued under the provisions of the Certificate Ordinance described on the face of this Certificate, and that this Certificate has been issued in conversion of and exchange for or replacement of a certificate, certificates, or a portion of a certificate or certificates of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas 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 Certificate, date and manually sign the above Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed The Paying Agent/Registrar promptly shall cancel all Certificates surrendered for conver- sion and exchange or replacement No additional ordinances, orders, or resolutions need be passed or adopted by the govern- ing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange or replacement of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and aelivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength Pursuant to Vernon's Ann Tex Civ St Art 717k-6, and particularly Section 6 thereof, the duty of conversion and exchange or replacement of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial Certificate which originally was issued pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts The Issuer shall pay the Paying Agent/Registrar's standard or 10 customary fees and charges for transferring, converting, and exchanging any Certificate or any portion thereof, but the one requesting any such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a condition precedent to the exercise of such privilege of conversion and exchange The Paying Agent/Registrar shall not be required to make any such conversion and exchange or replacement of Certificates or any portion thereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Certificate or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date (e) In General All Certificates issued in conversion and exchange or replacement of any other Certificate or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturi- ties, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Certificates, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Certificates shall be pay- able, all as provided, and in the manner required or indicated, in the FORM OF SUBSTITUTE CERTIFICATE set forth in this Ordinance (f) Payment of Fees and Charges The Issuer hereby covenants with the registered owners of the Certificates that it will (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Certificates, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer of registration of Certificates, and with respect to the conver- sion and exchange of Certificates solely to the extent above provided in this Ordinance (g) Substitute Paying Agent/Registrar The Issuer covenants with the registered owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one entity The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the Issuer Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Certificates, by United States Mail, first-class postage 11 prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar Section 7 FORM OF SUBSTITUTE CERTIFICATES The form of all Certificates issued in conversion and exchange or replacement of any other Certificate or portion thereof, including the form of Paying Agent/Registrar's Certificate to be printed on each of such Certificates, and the Form of Assignment to be printed on each of the Certificates, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance FORM OF SUBSTITUTE CERTIFICATE NO UNITED STATES OF AMERICA PRINCIPAL AMOUNT STATE OF TEXAS $ COUNTY OF DENTON CITY OF DENTON CERTIFICATE OF OBLIGATION SERIES 1984-A INTEREST RATE MATURITY DATE CUSIP NO B ON THE MATURITY DATE specified above the CITY OF DENTON, in Denton County, Texas (the "Issuer"), being a a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal amount of and to pay interest thereon from AUGUST 11 1984, to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above, with interest being payable on FEBRUARY 1, 1985, and semiannually on each AUGUST 1 and FEBRUARY 1 thereafter, except that if the date of authentication of this Certificate is later than JANUARY 15, 1985, 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 (hereinafter defined) but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges The principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of TEXAS AMERICAN BANK/FORT WORTH, N A , FORT WORTH, TEXAS, which is the "Paying Agent/Registrar" for this Certificate The payment of interest on this Certificate 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 payable solely from, funds of the Issuer required by the resolution authorizing the issuance of the Certificates (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose 12 as hereinafter provided, and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at the address of the registered owner, as it appeared on the 15th of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/ Registrar, as hereinafter described Any accrued interest due upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the registered owner at the principal corporate trust office of the Paying Agent/Registrar upon presentation and surrender of this Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar, The Issuer covenants with the registered owner of this Certificate that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due IF THE DATE for the payment of the principal of or inter- est on this Certificate shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due THIS CERTIFICATE is one of an issue of Certificates initially dated AUGUST 1, 1984, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $1,800,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGATIONS TO BE INCURRED PURSUANT TO CONTRACTS FOR THE CONSTRUCTION OF A SOLID WASTE DISPOSAL FACILITY (LANDFILL PROJECT) FOR THE CITY, AND THE PURCHASE OF EQUIPMENT, MACHINERY, AND LAND THEREFOR, AND PAYING ALL OR A PORTION OF THE CONTRACTUAL OBLIGATIONS FOR PROFESSIONAL SERVICES OF ENGINEERING, ARCHITECTS, ATTORNEYS, AND FINANCIAL ADVISORS IN CONNECTION WITH SUCH SOLID WASTE DISPOSAL FACILITIES AND CERTIFICATES OF OBLIGATION ON AUGUST 1, 1994, or on any interest payment date there- after, the Certificates of this Series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Certificates, or portions thereof, to be redeemed shall be selected and desig- nated by the Issuer (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000), at the redemption price of the par or principal amount thereof, plus accrued interest to the date fixed for redemption AT LEAST 30 days prior to the date fixed for any redemp- tion of Certificates or portions thereof prior to maturity a written notice of such redemption shall be published once in a financial publication, journal, or reporter of general circulation among securities dealers in The City of New York, New York (including, but not limited to, The Certificate Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Certificate Reporter) Such notice also shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage 13 prepaid, not less than 30 days prior to the date fixed for any such redemption, to the registered owner of each Certificate 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 validity or effectiveness of the proceedings for the redemption of any Certificate, and it is hereby specifically provided that the publication of such notice as required above shall be the only notice actually required in connection with or as a prere- quisite to the redemption of any Certificates or portions thereof By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption If such written notice of redemption is published and if due provision for such payment is made, all as provided above, the Cert- ificates or portions 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 redemption, and they shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest from the Paying Agent/Registrar out of the funds pro- vided for such payment If a portion of any Certificate shall be redeemed a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Certificate Ordinance THIS CERTIFICATE OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned and shall be trans- ferred only in the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Certificates, upon the terms and conditions set forth in the Certificate Ordinance Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be trans- ferred and registered The form of Assignment printed or endorsed on this Certificate shall be executed by the regis- tered owner or its duly authorized attorney or representa- tive,to evidence the assignment hereof A new Certificate or Certificates payable to such assignee or assignees (which then will be the new registered owner or owners of such new Certificate or Certificates), or to the previous registered owner in the case of the assignment and transfer of only a portion of this Certificate, may be delivered by the Paying Agent/Registrar in conversion of and exchange for this Certificate, all in the form and manner as provided in the next paragraph hereof for the conversion and exchange of other Certificates The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but the one requesting such transfer 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 Certificate or any portion hereof (i) during the period 14 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 Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date The registered owner of this Certificate 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 Certificate to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000 As provided in the Certificate Ordinance, this Certificate, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be con- verted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any Certificate or any portion thereof, but the one requesting such transfer, conver- sion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a condition prece- dent 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, (11) with respect to any Certificate or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Certificates IT IS HEREBY certified, recited, and covenanted that this Certificate has been duly and validly authorized, issued, and delivered, that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Certificate have been performed, existed, and been done in accordance with law, that this Certificate is a general obligation of the Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged irrevocably for such payment, within the limit prescribed by law, and that this Certificate is additionally secured by and payable from the revenues and income of the Issuer derived from the charge made by the Issuer for collecting garbage, trash, and rubbish from each individual 15 family unit in the Issuer, in accordance with Section 12-19(b) of the Code of Ordinances of the Issuer, and any amendment thereof or substitute therefor THE ISSUER has reserved the right to issue other and additional obligations payable from taxes and/or the revenues and income described in the paragraph immediately above BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the facsimile signature of the Mayor of the Issuer and countersigned with the facsimile signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate (facsimile signature) (facsimile signature) City Secretary, Mayor, City of Denton, Texas City of Denton, Texas (CITY SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Certificate has been issued under the provisions of the Certificate Ordinance described on the face of this Certificate, and that this Certificate has been issued in conversion of and exchange for or replacement of a certificate, certificates, or a portion of a certificate or certificates of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas TEXAS AMERICAN BANK/FORT WORTH, N A , FORT WORTH, TEXAS Paying Agent/Registrar Dated By Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned registered owner of this Certificate, or duly authorized representative or attorney thereof, hereby assigns this Certificate to (print or type the name and address of the assignee and any other relevant information) 16 and authorizes the Paying Agent/Registrar to transfer the registration of this Certificate in the Registration Books Dated Registered Owner The signature above is hereby verified as true and genuine Section 8 TAX LEVY A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Certificates, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Certificates All ad valorem taxes levied and collected for and on account of the Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund During each year while any of the Certificates or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Certificates as such principal matures (but never less than 2% of the original principal amount of the Certificates as a sinking fund each year), and said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Certificates or interest thereon are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law Section 9 PLEDGE OF ADDITIONAL REVENUES The Certificates additionally shall be payable from and secured by the revenues and income of the Issuer derived from the charge made by the Issuer for collecting garbage, trash, and rubbish from each individual family unit in the Issuer in accordance with Section 12-19(b) of the Code of Ordinances of the Issuer, and any amendment thereof or substitute therefor The Issuer shall deposit to the credit of the Interest and Sinking Fund from the aforesaid revenues and income and the ad valorem taxes collected pursuant to Section 8 of this Ordinance, the amounts that will be sufficient to pay the principal of and interest on the Certificates when due To the extent that said revenues and income actually are on deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of such taxes which otherwise would have been required to be levied pursuant to Section 8 may be reduced to the extent and by the amount of the revenues and income then on deposit in the Interest and Sinking Fund The Issuer reserves the right to issue other and additional obligations payable from taxes and/or the aforesaid revenues and income 17 Section 10 DEFEASANCE OF CERTIFICATES (a) Any Certif- icate and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Certificate") within the meaning of this ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date) (whether such due date be by reason of maturity, upon redemption, or otherwise) either (1) shall have been made or caused to be made in accordance with the terms thereof (inc- ludipzg the giving of any required notice of redemption), or (ii),shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this ordinance, and such principal and interest shall be payable solely from such money or Government Obligations (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer (c) The term "Government Obligations" as used in this section shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in booX-entry form (d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance Section 11 DAMAGED, MUTILATED, LOST, STOLEN, OR DE- STROYED CERTIFICATES (a) Re lacement Certificates In the event any outstanding Certificate is amage , mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new certificate of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided (b) A lication for Re lacement Certificates Application or rep acement o amage , mutilated, ost, stolen, or destroyed Certificates shall be made by the registered owner thereof to the Paying Agent/Registrar In every case of loss, theft, or destruction of a Certificate, the 18 registered owner applying for a replacement certificate 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 Certificate, the registered owner shall furnish to the Issuer and the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Certificate, as the case may be In every case of damage or mutilation of a Certificate, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated (c) No Default Occurred Notwithstanding the foregoing provisions o this Section, in the event of any such Certificate shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section (d) Charge for Issuin Re lacement Certificates Prior to the issuance o any rep acement certi icate, t e Paying Agent/Registrar shall charge the registered owner of such Certificate with all legal, printing, and other expenses in connection therewith Every replacement certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance (e) Authorit for Issuin Re lacement Certificates In accordance wit 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 certificate 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 certificates is hereby authorized and imposed upon the Paying Agent /Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 6(d) of this Ordinance for Certificates issued in conversion and exchange for other Certificates Section 12 CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; CERTIFICATE COUNSEL'S OPINION, AND CUSIP NUMBERS The Mayor of the Issuer is hereby authorized to have control of the Initial Certificate issued hereunder and all necessary records and proceedings pertaining to the Initial Certificate pending its delivery and its investigation, examination, and approval by the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accounts of the State of Texas Upon registration of the Initial Certificate said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on the Initial Certificate, and the seal of said Comptroller shall be impressed, or placed in facsimile, on the Initial Certificate The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Initial Certificate or on any Certificates 19 issued and delivered in conversion of and exchange or replace- ment of any Certificate, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Certificates Section 13 SALE OF INITIAL CERTIFICATE The Initial Certificate is hereby sold and shall be delivered to , for cash for the par value thereof an accrue nterest thereon to date of delivery plus,a premium of $ it is hereby officially found, determined, and declared t at the Initial Certificate has been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Official Notice of Sale and Bidding Instructions and Official Statement dated August 7, 1984, prepared and distributed in connection with the sale of the Initial Certificate Said Official Notice of Sale and Bidding Instructions and Official Statement, and any addenda, supplement, or amendment thereto have been and are hereby approved by the Issuer, and their use in the offer and sale of the Certificates 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 and the Issuer Section 14 FURTHER PROCEDURES The Mayor of the Issuer, the City Secretary Secretary of the Issuer, and all other officers, employees, and agents of the Issuer, and each of them, shall be and they are hereby expressly 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 all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Certificate Ordinance, the Certificates, the sale of the Certificates, and the Notice of Sale and Official Statement In case any officer whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery 20 GENERAL CERTIFICATE THE STATE OF TEXAS CO"Jrm OF DENTON CITY OF DENTCN We, the undersigned officers of the City of Denton, Texas (the "Issuer") hereby 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 Certificates of Obligation, Series 1984-A, dated August 1, 1984, in the aggregate prin- cipal amount of $1,800,000, authorized by ordinance of the City Council on August 21, 1984, initially issued and delivered as a single fully regis- tered certificate payable in installments to the registered owner, but convertible into fully registered certificates in any multiple of $5,000 (the "Certificates") 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 Certificates of Cbliga- tion, Series 1984, dated January 15, 1984 3 That no litigation of any nature has ever been filed pertaining to, affecting, questioning, or contesting (a) the ordinance which author- ized said Issuer's proposed Certificates described in paragraph 1 of this certificate; (b) the issuance, execution, delivery, payment, security, or validity of said proposed Certificates, (c) the authority of the governing body and the officers of said Issuer to issue, execute, and deliver said Certificates, (d) the validity of the corporate existence of said Issuer, (e) the current Tax Rolls of said Issuer, or (f) the Hoare Rule Charter of said Issuer; and that no litigation is pending pertaining to, affecting, questioning, or contesting the current boundaries of said Issuer 4 That attached to this certificate and marked "Exhibit A" is a true, full, and correct schedule and statement of the aforesaid proposed Certificates, and of all presently outstanding tax indebtedness of said Issuer 5 That the currently effective ad valorem tax appraisal roll of said Issuer (the "Tax Roll") is the Tax Roll prepared and approved during the calendar year 1983, being the most recently approved Tax Roll of said Issuer, that the taxable property in said Issuer has been appraised, assessed, and valued as required and provided by the Texas Constitution and Property Tax code (collectively, "Texas law"), that the Tax Roll for said year has been submitted to the City Council of said Issuer as required by Texas law, and has been approved and recorded by said City Council, and according to the Tax Roll for said year the net aggregate taxable value of taxable property in said Issuer (after deducting the amount of all appli- cable exemptions required or authorized under Texas law), upon which the annual ad valorem tax of said Issuer has been imposed and levied, is $1,073,713,126 6 That no petition has been filed protesting the issuance of the aforesaid Certificates 7 That the revenues and income of the Issuer derived from the charge made by the Issuer for collecting garbage, trash, and rubbish from each individual family unit in the Issuer, in accordance with Section 12-19(b) of the Code of Ordinances of the Issuer, and any amendment thereof or to the payment of any debt or substitute therefor, have never been pledged obligation of the City other than the Certificates SIGNED ABED SEALED the day of 1984 City Secre Y (SEAL) "EXHIBIT A" Certificates of Obligation, Series 1984-A, dated 8/1/84, bearing interest, and maturing as set forth in the ordinance authorizing said Certificates General Obligation Bonds, Series 1960, dated 7/15/60, now outstanding in the principal amount of $25,000, bearing inter- est, and maturing in the amounts on July 15 of the years, as follows 3 85% 25M-85 Street Improvement Bonds, Series 1962, dated 3/15/62, now outstanding in the principal amount of $60,000, bearing inter- est, and maturing in the amounts on March 15 of the years, as follows 3 208 20M-85/87 General Obligation Bonds, Series 1963, dated 3/15/63, now outstanding in the principal amount of $80,000, bearing inter- est, and maturing in the amounts on March 15 of the year, as follows 3 208 20M-85/86, 3-1/4% 20M-87/88 General Obligation Bonds, Series 1966, dated 1/15/66, now outstanding in the principal amount of $120,000, bearing interest, and maturing in the amounts on January 15 of the years, as follows 3-1/2% 60M-85/86 General Obligation Bonds, Series 1967, dated 11/15/67, now outstanding in the principal amount of $150,000, bearing interest, and maturing in the amounts on May 15 of the years, as follows 4-1/48 30M-85/89 General Obligation Bonds, Series 1968, dated 2/1/68, now outstanding in the principal amount of $225,000, bearing interest, and maturing in the amounts on February 1 of the years, as follows 4 308 50M-85/87, 75M-88 General Obligation Bonds, Series 1969, dated 4/15/69, now outstanding in the principal amount of $350,000, bearing interest, and maturing in the amounts on April 15 of the years, as follows 5 108 70M-85/87, 5 208 70M-88/89 General Obligation Bonds, Series 1970, dated 9/15/70, now outstanding in the principal amount of $350,000, bearing interest, and maturing in the amounts on March 15 of the years, as follows 5 808 50M-85, 5 908 50M-86, 6% 50M-87, 6 108 50M-88, 6 208 50M-89/90, 58 50M-91 General Obligation Street Improvement Bonds, Series 1974, dated 7/15/74, now outstanding in the principal amount of $1,000,000, bearing interest, and maturing in the amounts on July 15 of the years, as follows 5 408 100M-851 5- 1/28 100M-86, 5 608 100M-87/88, 5 708 loom-89/90, 5 808 100M-911 5 908 100M-921 68 100M-93/94 General Obligation Refunding Bonds, Series 1974, dated 7/15/74, now outstanding in the principal amount of $500,000, bearing interest, and maturing in the amounts on July 15 of the years, as follows 5 408 50M-85, 5- 1/28 50M-86, 5 608 50M-87/88, 5 708 50M-89/90, 5 808 50M-91, 5 908 50M-92, 68 50M-93/94 General Obligation Bonds, Series 1976, dated 4/15/76, now outstanding in the principal amount of $1,625,000, bearing interest, and maturing in the amounts on July 15 of the years, as follows 4 608 125M-85, 4 708 125M-86, 4 808 125M-87, 4 908 125M-88, 58 125M-89/90, 5 208 125M-91, 5 308 150M-92, 5 408 150M-93/95, 4- 1/28 150M-96 General Obligation Bonds, Series 1977, dated 6/1/77, now outstanding in the principal amount of $2,100,000, bearing interest, and maturing in the amounts on June 1 of the years, as follows 4 708 150M-85, 4 408 150M-86, 4 508 150M-871 4 608 150M-881 4 708 150M-89, 4 808 150M-901 4 908 150M-911 5 008 150M-92/93, 5 208 150M-941 5 258 200M-95/96, 4 008 200M-97 Certificates of Obligation, Series 1978, dated 3/1/78, now outstanding in the principal amount of $85,000, bearing inter- est, and maturing in the amounts on March 1 of the years, as follows 5 508 1OM-85/87, 15M-88/89, 25M-90 General Obligation Bonds, Series 1979, dated 3/15/79, now outstanding in the principal amount of $3,600,000, bearing interest and maturing in the amounts on March 1 of the years, as follows 5 208 225M-85, 5 158 225M-86/88, 5 208 225M-89/92, 5 258 225M-93, 5 308 225M-94, 5 408 225M-95, 5 458 225M-96, 5 508 225M-97/2000 Certificates of Obligation, series 1979, dated 10/1/79, now outstanding in the principal amount of $170,000, bearing interest, and maturing in the amounts on January 1 of the years, as follows 6 758 1OM-90, 20M-91/93, 25M-94/97 Certificates of Obligation, Series 1979-A, dated 12/1/79, now outstanding in the principal amount of $275,000, bearing interest, and maturing in the amounts on June 1 of the years, as follows 7 8758 25M-90/95, 50M-96, 75M-97 Certificates of Obligation, Series 1980, dated 4/15/80, now outstanding in the principal amount of $250,000, bearing interest, and maturing in the amounts on April 15 of the years, as follows 10 008 25M-86/95 General Obligation Bonds, Series 1983, dated 3/15/83, now outstanding in the principal amount of $4,525,000, bearing interest, and maturing in the amounts on March 15 of the years, as follows 10 008 225M-85188, 8 908 225M-89, 7 708 225M-90j 8 008 225M-91, 8 208 225M-92, 8 408 225M-93, 8 608 250M-94= 8 758 250M-95, 8 908 250M-96, 9 008 250M-97, 9 108 250M-98, 9 258 250M-99/2003 Certificates of Obligation, Series 1984, dated 1/15/84, now outstanding in the principal amount of $550,000, bearing interest, and maturing in the amounts on January 15, 1989, as follows 8 008 R-1, 275M, 8 008 R-2, 275M Total outstanding General Obligation indebtedness - $16,060,000 LAW OFFICES MCCALL PARKHURST & HORTON HOBBY H MCCALL 900 DIAMOND SHAMROCK TOWER JOHN D MGCALL PAUL B HORTON 1 9eE ea21 PETER M TART DALLAS TEXAS 75201 6587 MILLARD PARKHURST RICHARD C PORTER 1 DOO e 1 ANGELO P PARKER A. A COO. EIY 9A.... CLARE E CROWE G CHARLES KOBOISH 1.., OJ De 1 THOMAS L POSCHARSKT T.,...I R 211 700 7018 KENNETH E ILTZ JOHN W RUBOTTOM JEFFREY A LEUSCHEL THOMASK SPURGEON August p 28, 1984 L E BRIZZOLARA $ KENNETH R ARTIN Charlotte Allen City Secretary Municipal Building 215 E McKinney Street Denton, Texas 76201 Dear Charlotte City of Denton Certificate of Obligation Series 1984-A, $1,800,000 Enclosed are pages 1, 2, 3, and 20 of the Ordinance passed by the City Council on August 21, 1984, authorizing the issu- ance of the captioned Certificate to be substituted in the copy of the Ordinance retained for your files sincerely yours, McCALL, PARKHURST & HORTON Paul B Horton PBH k Enc ORDINANCE NO 84-103 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF DENTON CERTIFICATES OF OBLIGATION, SERIES 1984-A, AND APPROVING AND AUTHOR- IZING INSTRUMENTS AND PROCEDURES RELATING THERETO THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, Vernon's Article 2368a 1 permits the City to issue and sell for cash the Certificates of Obligation hereinafter authorized= and WHEREAS, the City has duly caused notice of its intention to issue the Certificates of Obligation hereinafter authorized to be published at the times and in the manner required by Vernon's Article 2368a 1, and no petition has been filed protesting the issuance thereof THEREFORE, THE COUNCIL OF THE CITY OP DENTON HEREBY ORDAINS THAT Section 1 AMOUNT AND PURPOSE OF THE CERTIFICATES The certificate or certificates of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of $1,800,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S CONTRACTUAL OBLIGA- TIONS TO BE INCURRED PURSUANT TO CONTRACTS FOR THE CONSTRUCTION OF A SOLID WASTE DISPOSAL FACILITY (LANDFILL PROJECT) FOR THE CITY, AND THE PURCHASE OF EQUIPMENT, MACHINERY, AND LAND THEREFOR, AND PAYING ALL OR A PORTION OF THE CONTRACTUAL OBLIGATIONS FOR PROFESSIONAL SERVICES OF ENGINEERING, ARCH- ITECTS, ATTORNEYS, AND FINANCIAL ADVISORS IN CONNECTION WITH SUCH SOLID WASTE DISPOSAL FACILITIES AND CERTIFICATES OF OBLIGATION Section 2 DESIGNATION OF THE CERTIFICATES Each cert- ificate issued pursuant to this Ordinance shall be designated "CITY OF DENTON CERTIFICATE OF OBLIGATION, SERIES 1984-A", and initially there shall be issued, sold, and delivered hereunder a single fully registered certificate, without interest coupons, payable in installments of principal (the "Initial Certificate"), but the Initial Certificate may be assigned and transferred and/or converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, having serial maturities, and in the denomination or denominations of $5,000 or any integral multi- ple of $5,000, all in the manner hereinafter provided The term "Certificates" as used in this Ordinance shall mean and include collectively the Initial Certificate and all substitute certificates exchanged therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto, and the term "Certificates" shall mean any of the Certificates Section 3 INITIAL DATE, DENOMINATION, NUMBER, MATURI- TIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL CERTIFICATE (a) The Initial Certificate is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Certificate, without interest coupons, dated AUGUST 1, 1984, in the denomination and aggregate principal amount of $1,800,000, numbered R-1, payable in annual installments of principal to the initial registered owner thereof, to-wit MASTER SANFORD COON WARD HOLLAND, INC or to the registered assignee or assignees of said Certificate or any portion or portions thereof (in each case, the "registered owner"), with the annual installments of principal of the Initial Certificate to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM OF INITIAL CERTIFICATE set forth in this ordinance (b) The Initial Certificate W may be prepaid or redeemed prior to the respective scheduled due dates of installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and exchanged for other Certificates, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on the Initial Certificate shall be payable, all as provided, and in the manner required or indicated, in the FORM OF INITIAL CERTIFICATE set forth in this Ordinance Section 4 INTEREST The unpaid principal balance of the Initial Certificate shall bear interest from the date of the Initial Certificate to the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the installments of principal of the Initial Certificate, and said interest shall be payable, all in the manner provided and at the rates and on the dates stated in the FORM OF INITIAL CERTIFICATE set forth in this Ordinance Section 5 FORM OF INITIAL CERTIFICATE The form of the Initial Certificate, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Initial Certificate, shall be substantially as follows FORM OF INITIAL CERTIFICATE NO R-1 $1,800,000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON CERTIFICATE OF OBLIGATION SERIES 1984-A THE CITY OF DENTON, in Denton County, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to MASTER SANFORD COON WARD HOLLAND, INC , or to the registered assignee or assignees of this Certificate or any portion or portions hereof (in each case, the "registered owner") the aggregate principal amount of $1,800,000 (ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS) in annual installments of principal due and payable on AUGUST 1 in each of the years, and in the respective principal amounts, as set forth in the following schedule PRINCIPAL YEAR AMOUNT 1986 $ 35,000 1987 35,000 1988 40,000 1989 45,000 1990 50,000 1991 55,000 1992 60,000 1993 65,000 1994 75,000 1995 80,000 PRINCIPAL YEAR AMOUNT 1996 $ 90,000 1997 100,000 1998 110,000 1999 120,000 20J0 135,000 2001 150,000 2002 165,000 2003 185,000 2004 205,000 2 and to pay interest, from the date of this Certificate hereinafter stated, on the balance of each such installment of principal, respectively, from time to time remaining unpaid, at the rates as follows 12 108 per annum on the above 12 108 per annum on the above 12 108 per annum on the above 12 108 per annum on the above 12 108 per annum on the above 12 108 per annum on the above 12 108 per annum on the above 12 108 per annum on the above 9 108 per annum on the above 9 258 per annum on the above 9 408 per annum on the above 9 558 per annum on the above 9 708 per annum on the above 9 808 per annum on the above 9 908 per annum on the above 10 008 per annum on the above 10 008 per annum on the above 9 1258 per annum on the above 9 1258 per annum on the above installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due in 1986 in 1987 in 1988 in 1989 in 1990 in 1991 in 1992 in 1993 in 1994 in 1995 in 1996 in 1997 in 1998 in 1999 in 2000 in 2001 in 2002 in 2003 in 2004 with said interest being payable on FEBRUARY 1, 1985, and semi- annually on each AUGUST 1 and FEBRUARY 1 thereafter while this Certificate or any portion hereof is outstanding and unpaid THE INSTALL14ENTS OF PRINCIPAL OF AND THE INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges The install- ments of principal and the interest on this Certificate are payable to the registered owner hereof through the services of TEXAS AMERICAN BANK/FORT WORTH, N A , FORT WORTH, TEXAS, which is the "Paying Agent/Registrar" for this Certificate Payment of all principal of and interest on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal and/or interest payment date by check or draft, dated as of such date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the resolution authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, on each such principal and/or interest payment date, to the registered owner hereof, at the address of the regis- tered owner, as it appeared on the 15th day of the month next preceding each such date (the "Record Date") on the Registra- tion Books kept by the Paying Agent/ Registrar, as hereinafter described. The Issuer covenants with the registered owner of this Certificate that on or before each principal and/or interest payment date for this Certificate it will make avail- able to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on this Certificate, when due IF THE DATE for the payment of the principal of or inter- est on this Certificate shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, and payment on such date shall have the 3 issued and delivered in conversion of and exchange or replace- ment of any Certificate, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Certificates Section 13 SALE OF INITIAL CERTIFICATE The Initial Certificate is hereby sold and shallii be delivered to Master Sanford Coon Ward Holland, inc , for cash for the par value thereof and accrued interest thereon to date of delivery It is hereby officially found, determined, and declared that the Initial Certificate has been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Official Notice of Sale and Bidding Instructions and Official Statement dated August 7, 1984, prepared and distributed in connection with the sale of the Initial Certificate Said Official Noti a of Sale and Bidding Instructions and Official Statement, and any addenda, supple- ment, or amendment thereto have been and are hereby approved by the issuer, and their use in the offer and sale of the Certifi- cates is hereby approved It is further officially found, determined, and declared that the statements and representa- tions 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 and the Issuer Section 14 FURTHER PROCEDURES T,e Mayor of the Issuer, the City Secretary Secretary of the Is~uer, and all other officers, employees, and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowl- edge, and deliver in the name and under the corporate seal and on behalf of the issuer all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Certificate Ordi- nance, the Certificates, the sale of the Certificates, and the Notice of Sale and Official Statement In case any officer whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery 20 OFFICIAL BID FORM Honorable Mayor and City Council August 21 1984 City of Denton Denton, Texas Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated August 7, 1984, of $1,800 000 CITY OF DENTON, TEXAS CERTIFICATES OF OBLIGATION SERIES 1984 A, both of which constitute a part hereof For your legally issued Initial Certificate as described in said Notice of Sale and Bidding Instructions and Official Statement, we will pglny you par and accrued interest from date of issue to date of delivery to us plus a cash premium of $ -9 for the installments of principal of the Initial Certificate coming due, maturing and bearing interest as follows Interest Interest Interest Maturity Rate Maturity Rate Maturity Rate 8 1 1986 12.10 % 8 1 1992 12.10 % 8 1 1999 9 80 % 8 1 1987 1-% 8 1-1993 1~% 8 1 2000 8-1-1988 12.10 % 8 1 1994 9.10 % 8-1-2001 10 00 % 8-1 1989 12 10 % 8 1 1995 9 25 % 8 1 2002 10 00 % 811990 12 10 % 811996 9.40 96 81 2003 9 125 8 1 1991 12.10 % 8-1 1997 9.55 % 8 1 2004 9 125 % 8-1 1998 9.70 % Our calculation (which is not a part of this bid) of the interest cost from the above is Total Interest Cost $254415318 75 Less Premium _0 NET INTEREST COST $25441,318 75 EFFECTIVE INTEREST RATE 9 782884 % We are having the Certificates insured by The Initial Certificate shall be registered in the name of MSCWH, Inc (syndicate manager) We will advise the Corporate Trust Division Texas American Bank Fort Worth N A , P O Box 2050, Fort Worth, Texas 76113 the Paying Agent/Registrar on forms to be provided by the Paying Agent/Registrar, our registration instructions for the definitive Certificates at least five business days prior to the date set for Initial Delivery We will not ask the Paying Agent/Registrar to accept any registration instructions after the five day period Cashiers Check of the First City Bank Austin in the amount o 36,000 00, which represents our Good Fait Deposit or (has been made available to you prior to the opening of this bid), and is submitted in accordance with the terms as set forth in the Officaal Statement and Notice of Sale and Bidding Instructions We agree to accept delivery of and make payment for the Initial Certificate in immediately available funds in the Corporate Trust Division Texas American Bank/Fort Worth N A Fort Worth Texas not later thane 10:00 AM, CDT on September 25, 1984, or thereafter on the date the Certificates are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding Instructions Respectfully submitted, r nd, Inc First City National Bank Capital Bank, N A tan Mosle FinSer Investment Co By Authorized Repres tative ACCEPTANCE C AUSE The above and foregoing bid is hereby in all things accepted by a City of De Ilon Texas this the 21st day of August 1984 ATTEST Mayor City Secretary xitiritww Return of Good Faith Deposit is hereby acknowledged By . FIRST <E0a U1W,,4 COMPANY INVESTMENT BANKERS MERCANTILE DALLAS BUILDING DALLAS, TEXAS 75201 FRANKJ MEDANICN August 21, 1984 SENIOR VICE PRE6IOENT Honorable Mayor and City Council City of Denton Denton, Texas Gentlemen (214) 742 6461 A rule of the Municipal Securities Rulemaking Board, under which we operate, requires that we advise you in writing of our intention to bid for our own account or with others for your Certificates and that we have your written consent to do so Our Financial Advisory Agreement, the Notice of Sale and the Official Statement to be mailed to prospective bidders and purchasers of your Certificates shall state "First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Certificates The Financial Advisor's fee for services rendered with respect to the sale of the Certificates is contingent upon the issuance and delivery of the Certificates First Southwest Company may submit a bid for the Certificates, either inde- pendently or as a member of a syndicate organized to submit a bid for the Certificates 11 It would be appreciated if you would indicate your approval by signing this letter in the space provided below Very truly yours, FIRST SOUTHWEST COMPANY By Franl Medanich 1 he above is understood and agreed to, and we hereby give our consent CITY OF DENTON, TEXAS ATTEST By ~~,y Mayo City 5ecretary CERTIFICATE FOR ORDINANCE DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE CITY OF DENTON UTILITY SYSTEM REVENUE BONDS, SERIES 1984-A, IN THE N41)=1M PRINCIPAL MOM OF $20,000,000, AND DIRECTING THE ISSUANCE AID PUBLICATION OF NOTICE OF SALE OF SAID BONDS THE STATE OF TEXAS COUNTY OF DENTON CITY OF DEN'TON We, the undersigned officers of said City, hereby certify as follows 1 The City Council of said City convened in ROGULAR MEETING ON THE 21ST DAY OF AUGUST, 1984, at the Municipal Building (City Hall), and the roll was called of the duly constituted officers and meters of said City Council, to-wit Charlotte Allen, City Secretary Richard O Stewart, Mayor Mark Chew Linnie McAdams Charles Hopkins Dr A Ray Stephens Jun Riddlesperger Joe Alford and 1 of said persons were present, except the following absentees y1 ,,,~X , ~i~ , thus constituting a quorum Whereupon, among other businessol~ing was transacted at said Meetings a written ORDINANCE DIRECTING, THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE CITY OF DENTCN UTILITY SYSTEM REVENUE BONDS, SERIES 1984-A, IN THE MAXIbBNM PRINCIPAL AMOUNT OF $20,000,000, AND DIRECTING THE ISSUANCE AND PUBLICATION OF NOTICE OF SALE OF SAID BONDS was duly introduced for the consideration of said City Council and duly read, It was then duly moved and seconded that said Ordinance be passed, and, after due discussion, said motion, carrying with it the passage of said Ordinance, prevailed and carried by the following vote AYES All members of said City Council shown present above voted "Aye" NOES None 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 Certificate, that said Ordinance has been duly recorded in said City council's mutates of said Meeting, that the above and foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said meeting pertaining the passage of said Ordinance, that the persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting officers and members of said City Council as indicated therein, and that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place, and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said Meeting, and that said Meeting was open to the public, and public notice of the time, place, and purpose of said meeting was given, all as required by Vernon's Ann Tex Civ St Article 6252-17 3. That the Mayor of said City has approved, and hereby approves, the aforesaid Ordinance, that the Mayor and the City Secretary of said City have duly signed said Ordinanncet and that the Mayor and the City Secretary of said City hereby declare that them signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes SIGNED AND SEATS the 21st day of August, 1984 C:Lty secretary (SEAL) wB, the undersigned, being respectively the City Attorney and the Bond Attorneys of the City of Denton, Texas, hereby certify that we prepared and approved as to legality the attached and following Ordinance prior to its passage as aforesaid city, C- r` rneys