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
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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
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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
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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
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