Loading...
1983-136 ORDINANCE AUTHORIZING THE ISSUANCE OF CERTIFICATES OF OBLIGATION THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, Vernon's Article 2368a 1 permats the City to issue and sell for cash the Certaf~cates of Obligation hereanafter authorized, and WHEREAS, the Caty has duly caused notice of its lntentlon to issue the Cert~flcates of Obligation hereanafter authorazed to be publashed at the t~mes and an the manner required by Vernon's Article 2368a 1, and no petition has been filed protesting the ~ssuance thereof THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS Sectaon 1 AMOUNT AND PURPOSE OF CERTIFICATES That the saad C~ty's Certificates of Obligation (hereinafter sometlmes called "Cert~flcates") are hereby authorlzed to be issued in the aggregate principal amount of $ , 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 sald Certlf~cates shall be designated as the CITY OF DENTON CERTIFICATES OF OBLIGATION, SERIES 1984 Sectaon 3 DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF CERTIFICATES Inat~ally there shall be ~ssued, sold, and delivered hereunder fully registered certificates, w~thout interest coupons, dated , 1984, in the respectave denomanat~ons and principal amounts hereinafter stated, numbered consecutively from R-1 upward, payable to the respective ~nlt~al registered owners thereof (as designated an Section 13 hereof), or to the registered assignee or assignees of sa~d certificates or any port,on or portions thereof (~n each case, the "registered owner"), and sa~d certificates shall mature and be payable serially on in each of the years and an the principal amounts, respectively, as set forth ~n the following schedule YEARS AMOUNTS YEARS AMOUNTS The term "Certlfacates" as used an this Ordinance shall mean and include collectively the certificates ~nlt~ally lssued and dellvered pursuant to thas Ordlnance and all substitute certificates exchanged therefor, as well as all other substitute cert~facates and replacement certificates issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates Section 4 INTEREST The Certificates scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OP CERTIFICATE set forth ~n thls Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum Maturity % Maturity __ __% Maturity --% Maturity __ __% Maturity --% Maturity __ __% Maturity --% Maturity __ __% Maturity --% Maturity__ __% Maturity % Said ~nterest 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 Re~lst~atlon~ Transfer~ Conversion and Exchange, Authentica- tion ~(a)/ The City shall keep or cause to be kept at the prlnclpat~corporate trust off~ce of the , , Texas (the "Paying Agent/Registrar") books or records for the reglstrat~on of the transfer, conversion and exchange of the Certificates (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as ~ts 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 ma~led, as here~n provided, but it shall be the duty of each registered owner to notify the Paying Agent/Registrar ~n writing of the address to which payments shall be mailed, and such ~nterest payments shall not be mailed unless such notice has been given The C~ty 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/Reglstrar'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 Certlflcate shall bear a letter and/or number to distinguish · t 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 pald Certificates and Certificates surrendered for converslon 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 port~on 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 llthographed 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 ~mposed 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 (b) Payment ~f Certificates and Interest The City hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and Interest on the Certificates, all as provided in this Ordinance The Paying Agent/Registrar shall keep proper records of all payments made by the City and the Paying Agent/Registrar with respect to the Certificates (c) In General The Certificates (1) 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, (il) 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), (ill) 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 ~o__~hls Ordinance (to which Certificates is attached the~Certlfl~te of 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 Paying Agent/Registrar 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, flnanclal 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 th~s Ordinance Upon any change In the Paying Agent/Reglstrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Reglstratlon Books (or a copy thereof), along with all other pertinent books and records relating to the Certifi- cates, to the new Paying Agent/Reglstrar deslgnated and appointed by the C~ty Upon any change ~n the Paying Agent/Registrar, the City promptly w~ll cause a written not~ce thereof to be sent by the new Paying Agent/Registrar to each reglstered owner of the Certificates, by United States Ma~l, f~rst-¢lass postage prepaid, which not~ce also shall g~ve the address of the new Paying/Agent Registrar By accepting the posltlon and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of thls Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Reglstrar Section 6 FORM OF CERTIFICATES The form of the Certificates, ~nclud~ng the form of Paying Agent/Reg~strar's Authentlcat~on 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 Certlflcates ln~tially issued and delivered pursuant to th~s Ordinance, shall be, respectively, substantially as follows, w~th such appropriate variations, omissions, or ~nsertlons as are permitted or required by thls Ordinance FORM OF CERTIFICATE NO UNITED STATES OF AMERICA PRINCIPAL AMOUNT STATE OF TEXAS $ COUNTY OF DENTON CITY OF DENTON CERTIFICATES OF OBLIGATION SERIES 1984 INTEREST RATE MATURITY DATE % ON THE MATURITY DATE speclfled above, THE CITY OF DENTON, in Denton County, Texas (the "Clty"), being a political subd~v~slon of the State of Texas, hereby promises to pay to (hereinafter aalled the "registered owner") the principal amount of and to pay ~nterest thereon from , 19__, on and semiannually on each and thereafter to the maturity date specified above, or the date of redemption prior to maturity, at the ~nterest rate per annum speclfled above, except that ~f th~s Certificate ls required to be authenticated and the date of ~ts authentication ~s later than 1, , such principal amount shall bear ~nterest from th-~----~-nterest payment date next preceding the date of authentication, unless such date of authentlcatlon ~s after any Record Date (hereinafter defined) but on or before the next following ~nterest payment date, ~n which case such pr~nclpal amount shall bear ~nterest from such next followlng ~nterest payment date, provided, however, that ~f on the date of authentication hereof the ~nterest on the Certificate or Certificates, ~f any, for whlch thls Certificate is belng exchanged or converted from is due but has not been paid, then th~s Certificate shall bear ~nterest from the date to which such ~nterest has been paid ~n full THE PRINCIPAL OF AND INTEREST ON this Certlflcate are payable ~n lawful money of the United States of America, 4 without exchange or collectaon charges The prancapal of thas Certlfacate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity or upon the date f~xed for ars redemption praor to maturity, at the pr~nclpal corporate trust offlce of the , , Texas, which ls the "Paying Agent/Registrar" for thas Certaflcate The payment of interest on th~s Certificate shall be made by the Paying Agent/Regastrar to the registered owner hereof on each interest payment date by check or draft, dated as of such anterest payment date, drawn by the Paying Agent/Regastrar on, and payable solely from, funds of the Caty required by the ordanance authorizing the assuanc~ of th~s Certaf~cate (the "Certaflcate Ordinance") to be on deposlt with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check or draft shall be sent by the Paying Agent/Reglstrar by Un,ted States Maal, farst-class postage prepaid, on each such anterest payment date, to the regastered owner hereof, at its address as at appeared on the bus~ness day of the month next precedang each such date (the "Record Date") on the Reg~strataon Books kept by the Paying Agent/Registrar, as hereinafter descrabed Any accrued ~nterest due at maturlty or upon the redemption of th~s Certaf~cate prior to maturity as provided herein shall be pa~d to the registered owner upon presentation and surrender of thas Cert~facate for redemption and payment at the principal corporate trust off~ce of the Payang Agent/Reglstrar The Caty covenants wlth the registered owner of th~s Certaf~cate that on or before each prancapal payment date, ~nterest payment date, and accrued anterest payment date for th~s Cert~flcate it w~ll make available to the Paying Agent/Registrar, from the "Interest and S~nkang Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, an ammed~ately available funds, of all principal of and anterest on the Certlf~cates, when due IF THE DATE for the payment of the principal of or lnterest on thls Certificate shall be a Saturday, Sunday, a legal holiday, or a day on whach bankang anst~tut~ons ~n the c~ty where the principal corporate trust office of the Paying Agent/Registrar ~s located are authorized by law or executive order to close, or the Un~ted States Postal Service ~s not open for busaness, then the date for such payment shall be the next succeeding day whach as not such a Saturday, Sunday, legal holaday, or day on whach bankang ~nstatutaons are authorazed to close, or the Unated States Postal Serv~e as 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 ~s one of a Seraes of Cert~facates dated , 1984, authorized in accordance with the Constatution and laws of the State of Texas in the pr~ncapal amount of $ , 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 On , or on any anterest payment date thereafter, the Certiflcates of thas Ser~es may be redeemed prior to thear scheduled maturities, at the optaon of the City, w~th funds deraved from any avaalable and lawful source, as a whole, or an part, and, if in part, the particular Certificates, or port~ons thereof, to be redeemed shall be selected and designated by the Caty (provaded that a portaon of a Certlfacate may be redeemed only in an ~ntegral multaple of $5,000), at a redemptlon prace equal to 5 the principal amount to be redeemed plus accrued interest to the date flxed for redemption AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof prior to maturity a written not~ce of such redemption shall be published once in a financial publication, journal, or reporter of general c~rculatlon among securities dealers in The C~ty of New York, New York or ~n the State of Texas Such notice also shall be sent by the Paying Agent/Registrar by Un~ted States Mall, first-class postage prepaid, at least 30 days prior to the date f~xed 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, ma~l, or receive such notice, or any defect therein or in the sending or malllng thereof, shall not affect the valld~ty or effectiveness of the proceedings for the redemption of any Certificate, and ~t is hereby specifically provlded 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 f~xed for any such redemption due provision shall be made w~th 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 publlshed and if due provision for such payment is made, all as provlded above, the Certificates or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to thelr 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 r~ght 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 ~nterest at the same rate, in any denomination or denominations in any ~ntegral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed port~on thereof, wlll be ~ssued to the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided ~n 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 Reglstratlon Books of the City kept by the Paying Agent/Registrar acting in the capacity of registrar for the Certlflcates, upon the terms and conditions 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 asslgnmentt 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 registration, an authorized representative of the Paying Agent/Registrar shall make such transfer in the 6 Reg~strataons Books, and shall delaver a new Certafacate or Certafacates payable to such assagnee or assagnees, or to the regastered owner hereof an the case of the assagnment and transfer of only a portaon of thas Certafacate, exchange for thas Certafacate, all an the form and manner as provaded an the next paragraph hereof for the conversaon and exchange of Certafacates The regastered owner of thas Certafacate shall be deemed and treated by the Caty and the Payang Agent/Regastrar as the absolute owner hereof for all purposes, ancludang payment and dascharge of laabalaty upon thas Certafacate to the extent of such payment, and the Caty and the Payang Agent/Regastrar shall not be affected by any notace to the contrary ALL CERTIFICATES OF THIS SERIES assued as a result of a transfer, conversaon or exchange are assuable solely as fully regastered certafacates, wathout anterest coupons, the denomanataon of any integral multaple of $5,000 In accordance with the form and procedures set forth an the Certafacate Ordinance, thas Certlfacate, or any unpaid or unredeemed port,on hereof, may, at the wratten request of the regastered owner or the assignee or assignees hereof, or · ts or thear duly authorized attorneys or representataves, with guarantee of signatures satisfactory to the Payang Agent/Registrar, be converted ~nto and exchanged for a Certificate or Certificates of l~ke aggregate pr~ncapal amount, payable to the appropraate registered owner, assagnee, or assignees, as the case may be, having the same maturlty date, and bearing ~nterest at the same rate, ~n any denomination or denomanat~ons an any antegral multaple of $5,000 as requested, upon surrender of th~s Certaf~cate to the Paying Agent/Regastrar at ats pranc~pal corporate trust office for cancellataon The one requestlng a transfer, conversion, or exchange shall pay any taxes or governmental charges required to be pa~d w~th respect thereto as a condataon precedent to the exercase of such pravalege of transfer, conversion or exchange The Paying Agent/Regastrar shall not be requared to make any such transfer, conversion, or exchange (a) during the per~od commencang w~th the close of busaness on any Record Date and endang wath the opening of busaness on the next followang pr~ncapal or ~nterest payment date, or, (~) w~th respect to any Certafacate or any portion thereof called for redemptaon prior to maturity, w~thln 45 days prior to ats redemptaon date IN THE EVENT any Payang Agent/Regastrar for the Certaflcates is changed by the Clty, resagns, or otherwise ceases to act as such, the Caty has covenanted an the Cert~facate Ordinance that ~t promptly w~ll appoint a competent and legally qualafled substitute therefor, and cause wratten notlce thereof to be maaled to the regastered owners of the Certificates IT IS HEREBY certlf~ed, recated, and covenanted that thas Certlfacate has been duly and valadly authorazed, · ,s~ued, and delavered, that all acts, conditions, and th~ngs requared or proper to be performed, ex~st, and be done precedent to or ~n the authora~atlon, issuance, and delivery of thas Certaflcate have been performed, exasted, and been done in accordance wlth law, that th~s Certafacate as a general obllgataon of saad C~ty, issued on the full faath and oredat thereof, and that annual ad valorem taxes suffaclent to provade for the payment of the ~nterest on and prlncapal of this Certafacate, as such interest comes due and such principal matures, have been levaed and ordered to be levaed against all taxable property an sa~d Caty, and have been pledged for such payment, w~than the lamat 7 prescribed by law, and that thl~ Certificate Ks addlt~onally secured by and payable from the surplus revenues derived by the C~ty from the ownership and operation of the Clty's Utility System consisting of lts combined waterworks and sanltary sewer system and its etectrlc light and power system remaln~ng after payment of all amounts required to be paid under the ordinances authorlzlng any bonds or other obligations payable from utility System revenues now outstanding or hereafter ~ssued BY BECOMING the registered owner of th~s Certificate, the registered owner thereby acknowledges all of the terms and provlslons of the Certlflcate Ordlnance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance ~s duly recorded and available for ~nspectlon in the official m~nutes and records of the C~ty, and agrees that the terms and provisions of th~s Certificate and the Certificate Ordlnance constitute a contract between each registered owner hereof and the C~ty IN WITNESS WHEREOF, the City has caused th~s Certlflcate to be s~gned w~th the facsimile s~gnature of the Mayor of the C~ty and counterslgned with the facslm~le s~gnature of the C~ty Secretary of the C~ty, and has caused the official seal of the C~ty to be duly Impressed, or placed in facsimile, on th~s Certificate (facszmile s~nature) (facszm~le s~nature) C~ty Secretary Mayor (CITY SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if th~s Certificate ~s not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that th~s Certificate has been lssued under the provls~ons of the Certificate Ordinance described on the face of thls Certificate, and that thls Certlf~cate has been ~ssued in conversion or replacement of, or ~n exchange for, a certificate, certificates, or a portlon of a certificate or certlflcates of a Ser~es 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 th~s Certlflcate, or duly authorlzed representative or attorney thereof, hereby assigns $ of this Certificate to (print or type the name and address of the assignee and any other relevant ~nformatlon) and authorizes the Paying Agent/Registrar to transfer and register ownership of such portion of this Certificate ~n the Registration Books Dated Registered Owner 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 sa~d C~ty 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 sa~d Certificates All ad valorem taxes levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of sa~d 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 ~nterest 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 o~ said Certificates as a sinking fund each year), and said tax shall be based on the latest approved tax rolls of sa~d 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 unpald, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesald Interest and S~nk~ng Fund Sa~d ad valorem taxes sufflc~ent to provide for the payment of the interest on and principal of sa~d Certificates, as such lnterest comes due and such principal matures, are hereby pledged for such payment, w~th~n the l~m~t prescribed by law Section 8 SURPLUS REVENUE PLEDGE Sa~d Certificates addlt~onally shall be payable from and secured by the surplus revenues derived by the C~ty from the ownershlp and operation of the City's Utility System conslstlng of lts combined waterworks and sanitary sewer system and lts electrlc l~ght and power system remalnlng after payment of all amounts required to be paid under the ordinances authorlz~ng any bonds or other obligations payable from Utility System revenues now outstanding or hereafter ~ssued The C~ty shall deposit such surplus revenues and the ad valorem taxes levled pursuant to Section 7 hereof to the credit of the Interest and S~nk~ng Fund created pursuant to Section 7 hereof in an amount %uff~clent to pay the prlnclpal of and ~nterest on the Certificates here~n authorlzed, and if surplus revenues are actually on deposit · n the Interest and S~nk~ng Fund ~n advance of the time when ad valorem taxes are scheduled to be levled for any year, then the amount of taxes which otherwise would have been required to be levled pursuant to Section 7 hereof may be reduced to the extent and by the amount of the surplus revenues then on deposit ~n the Interest and Slnk~ng Fund Section 9 DEFEASANCE OF C~RTIFICATES (a) Any Certificate and the ~nterest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Certificate") w~thln the meaning of this Ordinance, except to the extent provided in subsection (d) of thls Section 9, when payment of the principal of such Certificate, plus · nterest thereon to the due date (whether such due date be by reason of maturlty, upon redemption, or otherwise) e~ther (~) shall have been made or caused to be made in accordance w~th the terms thereof (including the g~v~ng of any required notice of redemption), or (~) shall have been provlded for on or before such due date by ~rrevocably deposlt~ng wlth or making available to the Paying Agent/Registrar for such payment (1) lawful money of the Unlted States of Amerlca sufflc~ent to make such payment or (2) Government Obligations which mature as to principal and ~nterest in such amounts and at such times as will ~nsure the ava~labll~ty, w~thout re~nvestment, or sufficient money to provlde for such payment, and when proper arrangements have been made by the C~ty w~th the Paying Agent/Reglstrar for the payment of lts services untll all Defeased Certificates shall have become due and payable At such tlme as a Certificate shall be deemed to be a Defeased Certlflcate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entltled to the beneflts of, the ad valorem taxes hereln levled and pledged as provlded ~n this Ordlnance, and such principal and ~nterest shall be payable solely from such money or Government Obligations (b) Any moneys so deposited w~th the Paylng Agent/Reglstrar may at the written d~rect~on of the City also be ~nvested in Government Obligations, maturlng ~n the amounts and t~mes as hereinbefore set forth, and all lncome from such Government Obllgat~ons recelved by the Paying Agent/Registrar whlch is not requlred for the payment of the Certlflcates and ~nterest thereon, w~th respect to which 10 such money has been so deposited, shall be turned over to the City, or deposited as directed in wrltlng by the Clty (c) The term "Government Obligations" as used in this Section 9, shall mean direct obligations of the Un,ted States of America, including obligations the prlnclpal of and lnterest on whlch are uncondltlonally guaranteed by the Unlted States of A~erlca, which may be Unlted States Treasury obligations such as its State and Local Government Ser~es, whlch may be in book-entry form (d) Untll all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the servlces of Paying Agent/Registrar for such Defeased Certificates the same as ~f they had not been defeased, and the C~ty shall make proper arrangements to provlde and pay for such services as requlred by this Ordinance Sectlon 10 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES (a) Replacement Certificates In the event any outstanding Certlf~cat~ is damaged, mutllated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new cert~flcate of the same prlnclpal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Cert~flcate, ~n replacement for such Certificate in the manner hereinafter provided (b) Application for Replacement Certificates Appllcat~on 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 C~ty and to the Paying Agent/Registrar such security or ~ndemnlty as may be required by them to save each of them harmless from any loss or damage w~th respect thereto Also, In every case of loss, theft, or destruction of a Certlflcate, the registered owner shall furnlsh 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 cancellatlon the Certlf~cate so damaged or mutilated (c) No Default Occurred Notwithstanding the foregolng 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 premlum, ~f any, or ~nterest on th~s Certlflcate, the C~ty may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) ~nstead of ~ssu~ng a replacement certlf~cate, provided security or indemnity ls furnished as above provided ~n th~s Section 9 (d) Charge for Issuln~ Replacement Certificates Prior to the lssuance of any replacement certificate, the Paying Agent/Registrar shall charge the registered owner of such Certlflcate wlth all legal, printing, and other eMpenses ~n connection therewlth Every replacement certificate ~ssued 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 obllgat~on 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 11 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 th~s Ordinance shall con- stltute 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 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 Certlf%cates 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 amy regulations or rulings pertaining thereto Section 13 That said Certificates are hereby sold and shall be delivered to 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 Section 14 EMERGENCY That is is hereby officially found and determined and declared that a case of emergency or urgent public necessity exists which requires the holding 12 of the meeting at which this Ordinance is passed, such emergency or urgent public necesslty belng that the proceeds from the sale of said Certificates are required as soon as posslble and without delay for necessary and urgently needed public ~mprovements, and that sa~d meeting was open to the publlc, and public notice of the time, place, and purpose of sa~d meeting was given, all as required by Vernon's Ann Civ St Article 6252-17 13