1984-003ORDINANCE NO V 93
ORDINANCE AUTHORIZING THE ISSUANCE OF
CERTIFICATES OF OBLIGATION
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
Section 1 AMOUNT AND PURPOSE OF CERTIFICATES That
the said City's Certificates of Obligation (hereinafter
sometimes called "Certificates") are hereby authorized to be
issued in the aggregate principal amount of $550,000, FOR
THE PURPOSE OF PAYING ALL OR A PORTION OF THE CITY'S
CONTRACTUAL OBLIGATIONS TO BE INCURRED FOR STREET
IMPROVEMENTS IN THE CITY AND PROFESSIONAL SERVICES OF
ENGINEERS, ARCHITECTS, ATTORNEYS, AND FINANCIAL ADVISORS IN
CONNECTION WITH SUCH STREET IMPROVEMENTS AND THE
CERTIFICATES OF OBLIGATION
Section 2 That said Certificates shall be designated
as the CITY OF DENTON CERTIFICATES OF OBLIGATION, SERIES
1984
Section 3 DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF CERTIFICATES Initially there shall be
issued, sold, and delivered hereunder fully registered
certificates, without interest coupons, dated January 15,
1984, in the respective denominations and principal amounts
hereinafter stated, numbered R-1 and R-2, payable to the
respective initial registered owners thereof (as designated
in Section 13 hereof), or to the registered assignee or
assignees of said certificates or any portion or portions
thereof (in each case, the "registered owner"), and said
certificates shall mature and be payable on January 15, 1989
in the principal amounts, respectively, as set forth in the
following schedule
NUMBER
AMOUNTS
R-1
3%2(90,)0)0:9 275,000
R-2
1SXzC90 = 275,000
The term "Certificates" as used in this Ordinance shall mean
and include collectively the certificates initially issued
and delivered pursuant to this Ordinance and all substitute
certificates exchanged therefor, as well as all other
substitute certificates and replacement certificates issued
pursuant hereto, and the term "Certificate" shall mean any
of the Certificates
Section 4 INTEREST The Certificates shall bear
interest from the dates specified in the FORM OF CERTIFICATE
set forth in this Ordinance to their respective dates of
maturity or redemption prior to maturity at the rate of 8%
per annum Said interest shall be payable in the manner
provided and on the dates stated in the FORM OF CERTIFICATE
set forth in this ordinance
Section 5 CHARACTERISTICS OF THE CERTIFICATES (a)
Re istration Transfer Conversion and Exchange, Authentica-
tion The C ty shall keep or cause to be kept at the
principal corporate trust office of the First State Bank
of Denton, Denton, Texas (the "Paying
Agent /Registrar") books or records for the registration of
the transfer, conversion and exchange of the Certificates
(the "Registration Books"), and the City hereby appoints the
Paying Agent/Registrar as its registrar and transfer agent
to keep such books or records and make such registrations of
transfers, conversions and exchanges under such reasonable
regulations as the City and the Paying Agent/Registrar may
prescribe, and the Paying Agent/Registrar shall make such
registrations, transfers, conversions and exchanges 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 City 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 The City
shall pay the Paying Agent/Registrar's standard or customary
fees and charges for making such registration, transfer,
conversion, exchange and delivery of a substitute
Certificate or Certificates Registration of assignments,
transfers, conversions and exchanges of Certificates shall
be made in the manner provided and with the effect stated in
the FORM OF CERTIFICATE set forth in this ordinance Each
substitute Certificate shall bear a letter and/or number to
distinguish it from each other Certificate
Except as provided in Section 5(c) of this Ordinance,
an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Certificate, date and
manually sign said 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 paid Certificates and Certificates
surrendered for conversion and exchange No additional
ordinances, orders, or resolutions need be passed or adopted
by the City or any other body or person so as to accomplish
the foregoing conversion and exchange of any Certificate or
portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery 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 Clv St Art 717k-6, and particularly Section 6
thereof, the duty of conversion and exchange of Certificates
as aforesaid is hereby imposed upon the Paying Agent/
Registrar, and, upon the execution of said Certificates, the
converted and exchanged Certificates shall be valid, incon-
testable, and enforceable in the same manner and with the
same effect as the Certificates which initially were issued
and delivered pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of
Public Accounts
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(b)
cates and
hereby further appoints the Paying Agent Reg
the paying agent for paying the principal of
the Certificates, all as provided in this
Paying Agent/Registrar shall keep proper
payments made by the City and the Paying
with respect to the Certificates
rest The City
,strar to act as
and interest on
ordinance The
records of all
Agent/Registrar
(c) In General The Certificates (1) shall be issued
in fully registere 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 maturities (notice of which shall
be given to the Paying Agent/Registrar by the City at least
50 days prior to any such redemption date), (iii) may be
transferred and assigned, (iv) may be converted and
exchanged for other Certificates, (v) shall have the
characteristics, (vi) shall be signed, sealed, executed and
authenticated, (vii) the principal of and interest on the
Certificates shall be payable, and (viii) shall be
administered and the Paying Agent/Registrar and the City
shall have certain duties and responsibilities with respect
to the Certificates, all as provided, and in the manner and
to the effect as required or indicated, in the FORM OF
CERTIFICATE set forth in this Ordinance The Certificates
initially issued and delivered pursuant to this Ordinance
(to which Certificates is attached the Registration Cer-
tificate of the Comptroller of Public Accounts) are 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 any Certificate or
Certificates issued under this ordinance the Paying
Agent/Registrar shall execute the PAYING AGENT/ REGISTRAR'S
AUTHENTICATION CERTIFICATE, in the form set forth in the
FORM OF CERTIFICATE
(f) Substitute Pa in A ent/Re istrar The City
covenants with the registered owners of the Certificates
that at all times while the Certificates are outstanding the
City 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 City 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 City 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 Certifi-
cates, to the new Paying Agent/Registrar designated and
appointed by the City Upon any change in the Paying
Agent/ Registrar, the City 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 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 6 FORM OF CERTIFICATES The form of the
Certificates, including the form of Paying Agent/Registrar's
Authentication Certificate, the form of Assignment and the
form of Registration Certificate of the Comptroller of
Public Accounts of the State of Texas to be attached to the
Certificates initially issued and delivered pursuant to this
ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions, or insertions
as are permitted or required by this ordinance
FORM OF CERTIFICATE
NO UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
CERTIFICATES OF OBLIGATION
SERIES 1984
PRINCIPAL AMOUNT
INTEREST RATE MATURITY DATE
8% January 15, 1989
ON THE MATURITY DATE specified above, THE CITY OF
DENTON, in Denton County, Texas (the "City"), being a
political subdivision of the State of Texas, hereby promises
to pay to (hereinafter
called the registered owner") the principal amount of
and to pay interest thereon from January 15, 1984, on
January 15, 1985 and semiannually on each July 15 and
January 15 thereafter to the maturity date specified above,
or the date of redemption prior to maturity, at the interest
rate per annum specified above, except that if this
Certificate is required to be authenticated and the date of
its authentication is later than December 31, 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, provided, however, that if on the date of
authentication hereof the interest on the Certificate or
Certificates, if any, for which this Certificate is being
exchanged or converted from is due but has not been paid,
then this Certificate shall bear interest from the date to
which such interest has been paid in full
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 the
First State Bank of Denton, Denton, 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 City
required by the ordinance authorizing the issuance of this
4
Certificate (the "Certificate Ordinance") to be on deposit
with the Paying Agent/Registrar for such purpose as herein-
after 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 its address as it appeared on
the last business day of the month next preceding each such
date (the "Record Date") on the Registration Books kept by
the Paying Agent/ Registrar, as hereinafter described Any
accrued interest due at maturity or upon the redemption of
this Certificate prior to maturity as provided herein shall
be paid to the registered owner upon presentation and
surrender of this Certificate for redemption and payment at
the principal corporate trust office of the Paying Agent/
Registrar The City 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
interest on this Certificate shall be a Saturday, Sunday, a
legal holiday, or a day on which banking institutions in the
city where the principal corporate trust office of the
Paying Agent/Registrar is located are authorized by law or
executive order to close, or the United States Postal
Service is not open for business, 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, or the United States
Postal Service is not open for business, 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 a Series of Certificates
dated January 15, 1984, authorized in accordance with the
Constitution and laws of the State of Texas in the principal
amount of $550,000, FOR THE PURPOSE OF PAYING ALL OF A
PORTION OF THE CITY'S CONTRACTUAL OBLIGATIONS TO BE INCURRED
FOR STREET IMPROVEMENTS IN THE CITY AND PROFESSIONAL
SERVICES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND FINANCIAL
ADVISORS IN CONNECTION WITH SUCH STREET IMPROVEMENTS AND THE
CERTIFICATES OF OBLIGATION
ON ANY DATE, the Certificates of this Series may be
redeemed prior to their scheduled maturities, at the option
of the City, 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 designated by the City (provided that
a portion of a Certificate may be redeemed only in an
integral multiple of $5,000), at a redemption price equal to
the principal amount to be redeemed plus accrued interest to
the date fixed for redemption
AT LEAST 30 days prior to the date fixed for any
redemption 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 State of Texas Such notice also shall be sent by the
Paying Agent/Registrar by United States Mail, first-class
postage prepaid, at least 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
5
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 prerequisite 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 If such
written notice of redemption is published and if due
provision for such payment is made, all as provided above,
the Certificates 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 from
the Paying Agent/Registrar out of the funds provided 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 City, 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
transferred only in the Registration Books of the City kept
by the Paying Agent/Registrar acting in the capacity of
registrar for the Certificates, upon the terms and con-
ditions set forth herein and in the Certificate Ordinance
This Certificate may only be assigned and transferred upon
presentation and surrender to the Paying Agent/Registrar for
transfer of registration and cancellation, 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 to the assignee or assignees in whose name
or names this Certificate or any such portion or portions
hereof is or are to be transferred and registered The form
of Assignment printed or endorsed on this Certificate shall
be executed by the registered owner, or its duly authorized
attorney or representative, and shall conclusively evidence
the assignment hereof Upon surrender of this Certificate
or any portion or portions hereof for transfer of registra-
tion, an authorized representative of the Paying Agent/
Registrar shall make such transfer in the Registrations
Books, and shall deliver a new Certificate or Certificates
payable to such assignee or assignees, or to the registered
owner hereof in the case of the assignment and transfer of
only a portion of this Certificate, in exchange for this
Certificate, all in the form and manner as provided in the
next paragraph hereof for the conversion and exchange of
Certificates The registered owner of this Certificate
shall be deemed and treated by the City and the Paying
Agent/Registrar as the absolute owner hereof for all pur-
poses, including payment and discharge of liability upon
this Certificate to the extent of such payment, and the City
and the Paying Agent/Registrar shall not be affected by any
notice to the contrary
6
ALL CERTIFICATES OF THIS SERIES issued as a result of a
transfer, conversion or exchange are issuable solely as
fully registered certificates, without interest coupons, in
the denomination of any integral multiple of $5,000 In
accordance with the form and procedures set forth in the
Certificate Ordinance, this Certificate, or any unpaid or
unredeemed portion hereof, may, at the written request of
the registered owner or the assignee or assignees hereof, or
its or their duly authorized attorneys or representatives,
with guarantee of signatures satisfactory to the Paying
Agent/Registrar, be converted into and exchanged for a
Certificate or Certificates of like aggregate principal
amount, 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, upon surrender of this Certificate to
the Paying Agent/Registrar at its principal corporate trust
office for cancellation The one requesting a transfer,
conversion, or 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
transfer, conversion or exchange The Paying
Agent/Registrar shall not be required to make any such
transfer, conversion, or exchange (1) during the period
commencing with the close of business on any Record Date and
ending with the opening of business on the next following
principal or interest payment date, or, (ii) with respect to
any Certificate or any 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 City, resigns, or otherwise
ceases to act as such, the City has covenanted in the
Certificate Ordinance that it promptly will appoint a
competent and legally qualified substitute therefor, and
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 said City, 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 said City, and
have been pledged for such payment, within the limit
prescribed by law, and that this Certificate is additionally
secured by and payable from the surplus revenues derived by
the City from the ownership and operation of the City's
Utility System consisting of its combined waterworks and
sanitary sewer system and its electric light and power
system remaining after payment of all amounts required to be
paid under the ordinances authorizing ary bonds or other
obligations payable from Utility System revenues now
outstanding or hereafter issued
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
7
inspection in the official minutes and records of the City,
and agrees that the terms and provisions of this Certificate
and the Certificate Ordinance constitute a contract between
each registered owner hereof and the City
IN WITNESS WHEREOF, the City has caused this
Certificate to be signed with the facsimile signature of the
Mayor of the City and countersigned with the facsimile
signature of the City Secretary of the City, and has caused
the official seal of the City to be duly impressed, or
placed in facsimile, on this Certificate
(facsimile signature)
City Secretary
(facsimile signature)
Mayor
(CITY SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
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 or replacement of,
or in exchange for, a certificate, certificates, or a
portion of a certificate or certificates of a Series 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
Dated
Paying Agent Registrar
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 $ of this Certificate to
(print or type the name and
address of the assignee and
any other relevant information)
and authorizes the Paying Agent/Registrar to transfer and
register ownership of such portion of this Certificate in
the Registration Books
Dated
Registered Owner
8
The signature above is hereby verified as true and
genuine
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 7 TAX LEVY That a special "Interest and
Sinking Fund" is hereby created solely for the benefit of
said Certificates, and said Interest and Sinking Fund shall
be established and maintained by said City at an official
depository bank of said City Said Interest and Sinking
Fund shall be kept separate and apart from all other funds
and accounts of said City, and shall be used only for paying
the interest on and principal of said Certificates All ad
valorem taxes levied and collected for and on account of
said Certificates shall be deposited, as collected, to the
credit of said Interest and Sinking Fund During each year
while any of said Certificates are outstanding and unpaid,
the governing body of said City 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 said Certificates as such interest comes due, and to
provide and maintain a sinking fund adequate to pay the
principal of such Certificates as such principal matures
(but never less than 2% of the original principal amount of
said Certificates as a sinking fund each year), and said tax
shall be based on the latest approved tax rolls of said
City, 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 said City for each
year while any of said Certificates 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 said Certificates, as such interest comes due and such
principal matures, are hereby pledged for such payment,
within the limit prescribed by law
Section 8 SURPLUS REVENUE PLEDGE Said Certificates
additionally shall be payable from and secured by the
surplus revenues derived by the City from the ownership and
operation of the City's Utility System consisting of its
combined waterworks and sanitary sewer system and its
electric light and power system remaining after payment of
all amounts required to be paid under the ordinances
authorizing any bonds or other obligations payable from
Utility System revenues now outstanding or hereafter issued
The City shall deposit such surplus revenues and the ad
valorem taxes levied pursuant to Section 7 hereof to the
credit of the Interest and Sinking Fund created pursuant to
Section 7 hereof in an amount sufficient to pay the
principal of and interest on the Certificates herein
authorized, and if surplus revenues are actually 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 taxes which otherwise would have been
required to be levied pursuant to Section 7 hereof may be
reduced to the extent and by the amount of the surplus
revenues then on deposit in the Interest and Sinking Fund
Section 9 DM EASANCE OF CERTIFICATES (a) Any
Certificate 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 9,
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
W shall have been made or caused to be made in accordance
with the terms thereof (including the giving of any required
notice of redemption), or (ii) shall have been provided for
on or before such due date by irrevocably depositing with or
making available to the Paying Agent/Registrar for such
payment (1) lawful money of the United States of America
sufficient to make such payment or (2) Government
Obligations which mature as to principal and interest in
such amounts and at such times as will insure the
availability, without reinvestment, or sufficient money to
provide for such payment, and when proper arrangements have
been made by the City 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 City
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 City, or deposited as directed in writing by the City
(c) The term "Government Obligations" as used in this
Section 9, shall mean direct obligations of the United
States of America, including obligations the principal of
and interest on which are unconditionally guaranteed by the
United States of America, which may be United States
Treasury obligations such as its State and Local Government
Series, which may be in book-entry form
(d) Until all Defeased 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 City shall make proper arrangements to provide and pay
for such services as required by this Ordinance
10
Section 10 DAMAGED, MUTILATED, LOST, STOLEN, OR
DESTROYED CERTIFICATES (a) Replacement Certificates In
the event any outstanding Certificate is damaged, 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) Application for Replacement Certificates
Application for replacement of damaged, mutilated, lost,
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 registered owner applying for a replacement certificate
shall furnish to the City 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 City and to 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 of this Section 9, in the event 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
this Certificate, the City 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 9
(d) Charge for Issuing Replacement Certificates
Prior to the issuance of any replacement certificate, the
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 9 by virtue of the fact that any Certificate is
lost, stolen, or destroyed shall constitute a contractual
obligation of the City 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) Authority for Issuing Replacement Certificates
In accordance with Section 6 of Vernon's Ann Tex Civ St
Art 717k-6, this Section 9 of this Ordinance shall con-
stitute authority for the issuance of any such replacement
certificate without necessity of further action by the City
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 5(a)
of this ordinance for Certificates issued in conversion and
exchange of other Certificates
11
Section 11 CUSTODY, APPROVAL, AND REGISTRATION OF
CERTIFICATES, BOND COUNSEL'S OPINION The Mayor of the City
is hereby authorized to have control of the Certificates
initially issued and delivered hereunder and all necessary
records and proceedings pertaining to the Certificates
pending their delivery and their investigation, examination,
and approval by the Attorney General of the State of Texas,
and their registration by the Comptroller of Public Accounts
of the State of Texas Upon registration of the
Certificates said Comptroller of Public Accounts (or a
deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration
Certificate attached to such Certificates, and the seal of
said Comptroller shall be impressed, or placed in facsimile,
on such Certificate The approving legal opinion of the
City's Bond Counsel may, at the option of the City, be
printed on the Certificates issued and delivered under this
Ordinance, but it shall have any legal effect, and shall be
solely for the convenience and information of the registered
owners of the Certificates
Section 12 NO ARBITRAGE That the City covenants to
and with the purchaser of the Certificates that it will make
no use of the proceeds of the Certificates at any time
throughout the term of this issue of Certificates which, if
such use had been reasonably expected on the date of
delivery of the Certificates to and payment for the
Certificates by the purchaser, would have caused the
Certificates to be arbitrage bonds within the meaning of
Section 103(c) of the Internal Revenue Code of 1954, as
amended, or any regulations or rulings pertaining thereto,
and by this covenant the City is obligated to comply with
the requirements of the aforesaid Section 103(c) and all
applicable and pertinent Department of the Treasury
regulations relating to arbitrage bonds The City further
covenants that the proceeds of the Certificates will not
otherwise be used directly or indirectly so as to cause all
or any part of the Certificates to be or become arbitrage
bonds within the meaning of the aforesaid Section 103(c), or
any regulations or rulings pertaining thereto
Section 13 That said Certificates are hereby sold and
shall be delivered to First State Bank of Denton. Denton. Texas for
cash for the par value thereof and any accrued interest to
date of delivery, and any such accrued interest shall be
deposited into the Interest and Sinking Fund The
Certificates shall initially be registered in the name of
First State Bank of Denton, Denton, Texas
Section 14 That all Ordinances and Resolutions and
parts thereof in conflict herewith are hereby expressly
repealed insofar as they conflict herewith
Section 15 EMERGENCY That is is hereby officially
found and deterru ned and declared that a case of emergency
or urgent public necessity exists which requires the holding
of the meeting at which this Ordinance is passed, such
emergency or urgent public necessity being that the proceeds
from the sale of said Certificates are required as soon as
possible and without delay for necessary and urgently needed
public improvements, 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
C1v St Article 6252-17
12
CERTIFICATE FOR
ORDINANCE AUTHORIZING THE ISSUANCE OF CERTIFICATES OF OBLIGATION
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
We, the undersigned officers of said City, hereby certify as
follows
1 The City Council of said City convened in
REGULAR MEETING ON THE 3RD DAY OF JANUAPY, 1984,
at the Municipal Building (City Hall), and the roll was called of the
duly constituted officers and members of said City Council, to-wit
Richard 0 Stewart, Mayor Charlotte Allen, City Secretary
Mark R Chew Dr A Ray Stephens
Jack Barton Jun Riddlesperger, Mayor Pro Tern
Charles Hopkins Joe G Alford
and all of said ons were present, except the following absentees
, thus constituting a quor=
Whereupon among otper business, the following was transacted at said
Meeting a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CERTIFICATES OF OBLIGATION
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 voted "Aye",
except
NOES
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 minutes of said Meeting, that the
above and foregoing paragraph is a true, full, and correct excerpt from
said City Council's minutes of said meeting pertaining to the passage of
said Ordinance, that the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers and
members of said City Council as indicated therein, that each of the
officers and members of said City Council was duly and sufficiently
notified officially and personally, in advance, of the time, place, and
purpose of the aforesaid 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
Civ St Article 6252-17
3 That the Mayor of said City has approved, and hereby approves,
the aforesaid Ordinance= that the mayor and the City Secretary of said
City have duly signed said Ordinance, and that the mayor and the City
Secretary of said City hereby declare that their signing of this
Certificate shall constitute the signing of the attached and following
copy of said Ordinance for all purposes
SIGNED AND SEALED the Y4~ day of January, 1984
B~
C yor
(SEAL) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
we, the undersigned, being respectively the City Attorney and the
Bond Attorneys of the City of Denton, Texas, hereby certify that we
prepared and approved as to legality the attached and following
Ordinance prior to its passage as aforesaid