2017-128s:\Iegakour dMinients\ordinances\17\co ordinance 2017 Q docx
' `' 1 � �' • ' 1 11 1..11 '' � �,
RELATING TO SAID CERTIFICATES; ENACTING OTHER PROVISIONS RELATING TO
THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton, Texas (the "Issuer"), deems it
advisable to issue Certificatesof Obligation in the am• of • to $102,000,000 • purposes
forth;hereinafter set and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be
issued • delivered for cashto Subehapter C of • - Texas •cal Governme
GovernmentCode, Subehapter B, Chapter 1502, Texas Government Code and Chapter 1371, Texas
••
WHEREAS,- City Council. - • • - passed two ordinances authorizingand
directing - City Secretaryto give notice of - • to issue Certificates of Obligation,and said
WHEREAS,notices have been duly published in a newspaper of general circulation in said Issuer, said
newspaper being a "newspaper" as defined in Section 2051.044, Texas Government Code; and
WHEREAS, the Issuer received no petition from the qualified electors of the Issuer
protesting the issuance of such Certificates of Obligation; and
• .• • proposition to authorize the issuance of bonds for- purpose
as any of e projects being financede proceeds of - - of Obligation
submitted to the voters of the Issuer during the preceding three years and failed to be approved;
r
GovernmentWHEREAS, the Issuer is an "issuer" within the meaning of Section 1371.001(4)(P), Texas
•• , principal amount-. 11 million in outstanding long-term
indebtedness, in long-term indebtedness proposed to be issued, or in a combination of outstanding
or proposed long-term indebtedness and (ii) some amount of long-term indebtedness outstanding
or proposed • be issued thatrated in one of •ur highest rating categoriesfor • • - de
bt
instruments by a nationally recognized rating agency for municipal securities, without regard to
the effect of any credit agreement or other form of credit enhancement entered into in connection
with the obligation; , •
WHEREAS,officially found, determined, and declared that the meeting at which this
• , - • ,••.-•was oj2en to the • • d public noticeof - place andsubject
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matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Texas Government Code
Chapter 5 5 1; NOW, THEREFORE,
"SECTION 1, RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE
CERTIFICATES.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the
same force and effect as if set forth in this Section.
(b) The term "Certificates" as used in this Ordinance shall mean and include collectively
the certificate of obligation initially issued and delivered pursuant to this Ordinance (the "Initial
Certificate") and all substitute certificates of obligation exchanged therefor, as well as all other
substitute certificates of obligation and replacement certificates of obligation issued pursuant
hereto, and the term "Certificate" shall mean any of the Certificates.
for the purpose of paying all or a portion of the Issuer's contractual obligations incurred pursuant
to contracts for the purchase, construction and acquisition of certain real and personal property, to
wit: up to $65,460,000 in principal amount for the purpose of acquisition of equipment for, and
acquiring, constructing, installing and equipping additions, extensions, renovations and
improvements to, the Issuer's electric light and power system; and also for the purpose of paying
all or a portion of the Issuer's contractual obligations for professional services, including engineers,
uc'ti tects. 9ttorvc-vs—iczn -,tugkers. m.Ctors. and financial advisors, in connection with said, pro * ect,&
T11 K+7 re rem -
additions, extensions, renovations and improvements to, the Issuer's solid waste disposal system;
(b) renovations to, and equipping of, existing municipal buildings, including the acquisition and
installation of replacement heating, venting and air conditioning equipment, roofing and flooring;
(c) acquisition of vehicles and equipment for the fire, police, building inspections, community
iwn�tnvuwi%nent services, animal services streets and traffic control. facilities manas4ement, and parks
and recreation departments; (d) acquiring, constructing, installing and equipping additions,
extensions, renovations and improvements to parking facilities; and (e) constructing and
improving streets, including landscaping, drainage, utility line relocations and the acquisition of
land and rights-of-way therefor; and also for the purpose of paying all or a portion of the Issuer's
contractual obligations for professional services, including engineers, architects, attorneys, map
makers, auditors, and financial advisors, in connection with said projects and said Certificates of
Obligation (collectively, the "Projects").
(d) Each Certificate issued pursuant to this Ordinance shall be designated: "CITY OF
DENTON CERTIFICATE OF OBLIGATION, SERIES 2017," and initially there shall be issued,
sold, and delivered hereunder fully registered certificates, without interest coupons, payable to the
respective registered owners thereof (with the Initial Certificate being made payable to the
MW
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Purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said
Certificates or any portion or portions thereof (in each case, the "Registered Owner"). The
Certificates shall be in the respective principal amounts, shall be numbered, shall mature and be
[tayable on the date or dates in each of the years and in the principal amounts, and shall bear interest
to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set
• in the Pricing Certificate.
(a) As authorized • Section 1371.053, Texas • Code, as amended, the City
Manager, the Deputy City Manager or the Assistant City Manager (the "Pricing Officer") is hereby
authorized to act on behalf of the Issuer in selling and delivering the Certificates and carrying out
the other procedures specified in this Ordinance, including, determining the date of the
Certificates, any additional or different designation or title by which the Certificates shall be
known, the price at which the Certificates will be sold, the years in which the Certificates will
mature, the principal amount to mature in each of such years, the rate of interest to be borne by
each such maturity, the interest payment and record dates, the price and terms upon and at which
the Certificates shall be subject to redemption prior to maturity at the option of the Issuer, as well
as any mandatory sinking fund redemption provisions, and all other matters relating to the
issuance, sale, and delivery of the Certificates, including without limitation, obtaining municipal
bond insurance for all or any portion of the Certificates (including in connection therewith the
execution of any commitment agreements, membership agreements in mutual insurance
companies, and other similar agreements) and providing for the terms and provisions thereof
applicable to the Certificates, all of which shall be specified in the Pricing Certificate; provided
thzt:
(i) the aggregate original principal amount of the Certificates shall not exce
the amount set forth in Section I (c) hereof, i
(ii) the maximum stated maturity of the Certificates shall not exceed February
15, 2047;
the Certificates shall bear interest at a fixed rate, and the net effective
interest rate on the Certificates shall not exceed 4.00%;
(iv) the delegation made hereby shall expire if not exercised by the Pricing
Officer through execution of the Pricing Certificate on or prior to October
18,2017;and
(v)
• • prior to •- the Certificates shall be rated • a national
recognized rating agency for municipal securities in one of the four highe
categories for long-term obligations, I
(b) In establishing the aggregate principal amount of the Certificates, the Pricing Officer
shall establish an amount not exceeding the aggregate principal amount authorized in Subsection
(a) hereof, and not exceeding the respective amounts set forth in Section I (c) hereof for each group
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of Projects, which shall be sufficient in amount to provide for the purposes for which the
Certificates are authorized and to pay costs of issuing the Certificates. The Certificates shall be
sold with and subject to such terms as set forth in the Pricing Certificate.
(a) Regi.s
jj:q(J( ansfer, Conversion and [`xchanme: Authentication. The ■ Officer
shall designate in the Pricing Certificate a bank to act as the paying agent/registrar for the Bonds
(the "Paying Agent/Registrar"). The Issuer shall keep or cause to be kept at the principal corporate
trust office of the Paying Agent/Registrar books or records for the registration of the transfer,
conversion and exchange of the Certificates (the "Registration Books"), and the Issuer hereby
appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or
ri 9.Va-Mmagum 1 iwnt�s D -(V rs,, conversions and exchanges under such reasonable
regulations as the Issuer and 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 Issuer shall
have the right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges
fo�-cnakinpa4�� e and deliver;, 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 3(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 governing body of the Issuer 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 printed or
typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code,
as amended, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed
upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and
exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with
the same effect as the Certificates that initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General of the State of Texas (the "Attorney General") and
registered by the Comptroller of Public Accounts of the State of Texas (the "Comptroller").
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(b) llayrnent of'Certificates '- ,ind I ' ii ' tercst. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the
Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper
records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the
Certificates, and of all conversions and exchanges of Certificates, and all replacements of
Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on
a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest
Xilt
funds for the payment of such interest have been received from the Issuer. Notice of the past due
interest shall be sent at least five (5) business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) In General. The Certificates (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Certificates to be payable only to the Registered
Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which
shall be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such
redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be
transferred and assigned, (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 Issuer 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 (as
modified in the Pricing Certificate). The Initial Certificate is not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in
conversion of and exchange for 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.
(d) j�4�jgAg�j�istrar for the Ccrtiflicates. The Issuer covenants with the Registered
Owners of the Certificates that at all times while the Certcates are outstanding the Issuer will
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 a single entity. The Issuer reserves the
right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days
written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next
principal or interest payment date after such notice. In the event that the entity at any time acting
as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign
or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent
and legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Certificates, to the
new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the
Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the
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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.
(e) ALIdIC116cation. Except as provided below, no Certificate shall be valid or obligatory
for any purpose or be entitled to any security or benefit of this Ordinance unless and until there
appears thereon the Paying Agent/Registrar's Authentication Certificate substantially in the form
%srovided in this Ordinance-. dulgi authenticated bg manual execution of the P g Agent/Registrar.
It shall not be required that the same authorized representative of the Paying Agent/Registrar sign
the Paying Agent/Registrar's Authentication Certificate on all of the Certificates. In lieu of the
executed Paying Agent/Registrar's Authentication Certificate described above, the Initial
tqhj�Q.-W,4Registration
Certificate substantially in the form provided in this Ordinance, manually executed by the
Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial
Certificate has been duly approved by the Attorney General and that it is a valid and bindin',1,1
obligation of the Issuer, and has been registered by the Comptroller.
Certificates issued in exchange for the Initial Certificate
shall be initially issued in the form of a separate single fully registered Certificate for each of the
maturities thereof. Upon initial issuance, the ownership of each such Certificate shall be registered
in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York
("DTC"), and except as provided in subsection (g) hereof, all of the outstanding Certificates shall
be registered in the name of Cede & Co., as nominee of DTC.
With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of
whom such a DTC Participant holds an interest in the Certificates. Without limiting the
immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or
any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to
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on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any
DTC Participant or any other person, other than a Registered Owner of Certificates, as shown in
the Registration Books of any amount with respect to principal of or interest on the Certificates.
Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate
is registered in the Registration Books as the absolute owner of such Certificate for the purpose of
payment of principal and interest with respect to such Certificate, for the purpose of registering
transfers with respect to such Certificate, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order
of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or
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their respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal
of and interest on the Certificates to the extent of the sum or sums so paid. No person other than
a Registered Owner, as shown in the Registration Books, shall receive a Certificate evidencing the
obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Ordinance with respect to interest checks being mailed to the Registered Owner at the close
of business on the Record Date, the words "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC,
The previous execution and delivery of the Blanket Issuer Letter of Representations with
respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof
shall be fully applicable to the Certificates.
(g) Successor Securities Qe rs Outside Book- F,n trv�Onlv Sy
_,,_,pository;Tninsfc In the
le of dischargin- r ilities described
herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest
of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the
Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A
of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
-?Y15
to such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Certificates and transfer one or more separate certificated Certificates to DTC
Participants having Certificates credited to their DTC accounts. In such event, the Certificates
shall no longer be restricted to being registered in the Registration Books in the name of Cede &
of DTC but maj
p be registered in the name of the successor securities depository,
or its nominee, or in whatever name or names Registered Owners transferring or exchanging
Certificates shall designate, in accordance with the provisions of this Ordinance.
(h) Pavimi-its to Cedg & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC,
to such Certificate shall be made and given, respectively, in the manner provided in the Blanket
Issuer Letter of Representations to DTC.
tpccilacion of Initial Certificate. On the closing date, the Initial Certificate,
representing the entire principal amount of the Certificates, payable in stated installments to the
Purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of
the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered and
manually signed by the Comptroller, will be delivered to such Purchaser or its designee. Upon
payment for the Initial Certificate, the Paying s• R'_• shall cancel the Initial Certificate
n behalf of such Purchaser one registered definitive Certificate for each year
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System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying
Agent/Registrar shall hold the definitive Certificates in safekeeping for DTC.
0) Conditio.nal Notice ot'Redeii-qx1gii. With respect to any optional redemption • the
Certificates, unless the prerequisites to such redemption required by this Ordinance have been met
-rti rto-tevs si)fficiett to #,gv the Drincioal of and Dremium, if any, and interest on the Certificates
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-!tf—"J)-a.#-xQre nisitesz.-sig', receiQt of such moneys by the Payina
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to the redemption and sufficient moneys are not received, such notice shall be of no force and
effect, the Issuer shall not redeem such Certificates and the Paying Agent/Registrar shall give
notice in the manner in which the notice of redem-etion was given, to the effect that the Certificates
have
• • redeemed,
SECTION 4. FORM OF ♦ The form • the Certificates, including the
Pow"
appropria e issi ns or inse7lons as ar
_,010, - ULL09,
with the Form of Certificate to be modified pursuant to, and completed with information set forth
in, the Pricing Certificate.
(a) [Form of Certificate]
NO. R- UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF DENTON
CERTIFICATE OF OBLIGATION
SERIES 2017
Interest Rate Dated Date Maturity Date
—, 20_ February 15, 20_
PRINCIPAI,
AMO[JNT
W�#
U6 •,
ON THE MATURITY DATE specified above, the City of Denton, in Denton County, Texas
(the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby
MO.
IT
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the basis of a 360 -day year of twelve 30 -day months) from 2017 at the Interest Rate
per annum specified above. Interest is payable on 20_ and semiannually on each
and thereafter to the Maturity Date specified above, or the date of
redemption prior to maturity; except, if this Certificate is required to be authenticated and the date
of its authentication is later than the first Record Date (hereinafter defined), 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 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
*_7WkVTX*W_
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
Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by
theP—a",in Agent/Registrar to the Registered Owner hereof on each interest payment date by check
or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this
Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check or draft shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment
date, to the Registered Owner hereof, at its address as it appeared on the last business day of the
tf-JJVP_"Vec*rdL -1,qte") o -c Vie Reaistration Books kept by t
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30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
U*M"�Amt foor of such interest have
been received from the Issuer. Notice of the Special Record Date and of the scheduled payment
date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at
least five business days prior to the Special Record Date by United States mail, first-class postage
prepaid, to the address of each Registered Owner of a Certificate appearing on the Registration
Books at the close of business on the last business day next preceding the date of mailing of such
notice.
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 Issuer covenants with the Registered Owner of this Certificate
that on or before each principal payment date, interest payment date, and accrued interest payment
date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the
sAlegakour docurnents\ordinanccsM\co ordinance 2017 v2.docx
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 ?-
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, then the date for such payment shall be the next succeeding day that is
not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to
close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS CERTIFICATE is one of a series of Certificates dated —5 2017,
authorized in accordance with the Constitution and laws of the State o Texas in the principal
amount oop
f $ - fr the•urpose of paying all or a portion of the Issuer's contractual
obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain
real and personal property, to wit: $ for the purpose of acquisition of equipment for,
and acquiring, constructing, installing and equipping additions, extensions, renovations and
improvements to, the Issuer's electric light and power system; and also for the purpose of paying
jLQLiL4—inu-Ln '
64 -gineers
recreation Departments; (a) acquijD& M I. FILLU
renovations and improvements to parking facilities; and (e) constructing and improving streets,
including landscaping, drainage, utility line relocations and the acquisition of land and rights-of-
way therefor; and also for the purpose of paying all or a portion of the Issuer's contractual
obligations for professional services, including engineers, architects, attorneys, map makers,
auditors, and financial advisors, in connection with said projects and said Certificates.
ON 20, or on any date thereafter, the Certificates of this series may be
redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from
any available and lawful source, as a whole, or in part, and, if in part, the particular Certificates,
or portions thereof, to be redeemed shall be selected and designated by the Issuer (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.
[THE CERTIFICATES scheduled to mature on . ...... —' in the years and
the "Term Certificates") are subject to scheduled mandatory redemption by the Paying
Agent/Registrar by lot, or by any other customary method that results in a random selection, at a
f!,rice equal to the principal amount thereof, plus accrued interest to the redemption date, out of
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moneys available for such purpose in the interest and sinking fund for the Certificates, on the dates
and in the respective principal amounts, set forth in the following schedule:
Term Certificate Term Certificate
Maturity: February 15, 20 Maturity: February 15,20_
Principal Principal
Mandatory Redemption Amount Mandatory Redemption Amount
Date Date
February 15,20 February 15,20
February 15,20 February 15,20
February 15,20_ February 15,20_
• 15,20_ (maturity) February 15,20_ (maturity)
The principal amount of Term Certificates of a stated maturity required to be redeemed on any
mandatory redemption date • to the operation • the mandatory sinking fund redemption
provisions shall be reduced, at the option • the Issuer, • the principal • • any Term
Certificates of the same maturity which, at least 50 days prior to a mandatory redemption date (1)
shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term
Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying
Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such
Term Certificates plus accrued interest to the date of purchase, or (3) shall have been redeemed
pursuant to the optional redemption provisions and not theretofore credited against a mandatory
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 sent by the Paying
Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption
date; provided, however, that the failure of the Registered Owner to 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. 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 that are to be so redeemed. If such written
notice of redemption is sent and if due provision for such payment is made, all as provided above,
14Q Wrlific,?fes or ioiio
as recieemea prior to Tneir seneauiea maturlUeS,-Ull -Turcre-S
for redemption, and they shall not be regarded as being outstanding except for the right of the
pwb�@-Y'@ t *VAW&t* 7,rige-, fatr-qi
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,
sAlegakour docinnents\ordin an ces\1 7\co ordinance 2017 v2.docx
win 6e issuea to Me Kegisterect I , Tne su- - V
of the Issuer, all as provided in the Certificate Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Certificates called for redemption, such
s with
the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date
or any prerequisite set forth in such notice of redemption. If such redemption is not effectuated,
the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which
the notice of redemption was given that such moneys were not so received or such prerequisites
were not met and shall rescind the redemption.
ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,
without interest coupons, in the denomination of any integral multiple of $5,000, As provided in
the Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the
assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a'like
aggregate principal amount of fully registered Certificates, without interest coupons, payable to
the appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this
Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Certificate Ordinance. Among other requirements for such assignment
and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures
;�,qjiisfactorp to the Pa*ying Agent/Re4gix-gir eviden ' . nment of this Certificate or anjrA portion
or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name
or names this Certificate or any such portion or portions hereof is or are to be registered. The Form
of Assignment printed or endorsed on this Certificate may be executed by the Registered Owner
to evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of
this Certificate or any portion or portions hereof from time to time by the Registered Owner. The
Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,
transferring, converting and exchanging any Certificate or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect
thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as
a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be
required to make any such transfer, conversion, or exchange (i) during the period commencing
with the close of business on any Record Date and ending with the opening of business on the next
following principal or interest payment date, or (ii) with respect to any 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 Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance
notice thereof to be mailed to the Registered Owners of the Certificates.
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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 erformed existed and been done in accordance with law; and that annual
(SEAL)
[INSERT BOND INSURANCE LEGEND, IF ANY]
sA I egakour doe uments\ordinances\1 7\co ordinance 2017 v2,doex
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate is not accompanied by an executed Comptroller's Registration
Certificate)
It is hereby certified that this Certificate has been issued under the provisions of the
Certificate Ordinance described in the text 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 that 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.
M11411610VA-100 61ORT-Mr-140.
ASSIGNMENT
Texas
For value received, the undersigned hereby sells, assigns and transfers unto
-- — ---------- - -- -
Please insert Social Security or Taxpayer Identification Number of Transferee
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of the
within Certificate on the books kept for registration thereof, with full power of substitution in the
premises,
EMEMEMEM
NOTICE: Signature(s) must be guaranteed
by an eligible guarantor institution
participating in a securities transfer
NOTICE: The signature above must
correspond with the name of the Registered
Owner as it appears upon the front of this
g�
sAlegal\our docurnents\ordinances\1 7\co ordinance 2017 v2.docx
association recognized signature guarantee certificate in every particular, without
program, alteration or enlargement or any change
whatsoever.
(d) [Form of Comptroller's Registration Certificate]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate of Obligation has been examined, certified as to validity
and approved by the Attorney General of the State of Texas, and that this Certificate of Obligation
has been registered by the Comptroller of Public Accounts of the State of Texas.
(e) [Initial Certificate Insertions]
(i) The Initial Certificate shall be in the form set forth in paragraph (a) of this Section,
except that:
A, immediately under the name of the Certificate, the headings "Interest Rate"
?,nd "Maturity Date" shall both be completed with the words "As shown below" anii
"CUSIP No. " shall be deleted.
B. the first paragraph shall be deleted and the following will be insertel
"THE CITY OF DENTON, TEXAS, in Denton County, Texas (thebeing a political
subdivision and municipal corporation of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered
Owner"), on February 15 in each of the years, in the principal installments and bearing interest at
the per annum rates set forth in the following schedule:
Years Principal Amounts Interest Rates
(Information from Pricing Certificate to be inserted'
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360 -day year of twelve 30 -day months) from 2017 at the respective Interest
Rate per annum specified above. Interest is payable on —3 20 and semiannually on
each and thereafter to the date of payment of the principal installmen)
5�:
s:\Iegol\our docurnents\ordin an ces\1 7\co ordinance 2017 v1doex
specified above, or the date of redemption prior to maturity; except, that if this Certificate is
required to be authenticated and the date of its authentication is later than the first Record Date
(hereinafter defined), 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 but on or before the next following interest payment date, in which case such principal
that
if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for
which this Certificate is being exchanged 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."
C. The Initial Certificate shall be numbered "T- 1."
• jq
(a) A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created
solely for the benefit of the Certificates, and the Interest and Sinking Fund shall be established and
maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking
Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be
used only for paying the interest on and principal of the Certificates. All ad valorem taxes levied
and collected for and on account of the Certificates, together with any accrued interest received
upon sale of the Certificates, shall be deposited, as collected, to the credit of the Interest and
Sinking Fund. During each year while any of the Certificates or interest thereon are outstanding
and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad
valorem tax which will be stifflicient to raise and produce the n-ioney required to pay the interest
on the (.,'-tifieates as such interest becomes due, and to provide and ii-iaintain a sinking fund
adequate to pay the principal of its Certificates as such principal matures or is scheduled for
fund c=h ycai,). Said tax shall be based on the latest approval tax rolls of the, Issuer, with ftffl
allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount
of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property
in the Issuer for each year while any of the Certificates or interest thereon are outstanding and
unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of
the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the
payment of the interest on and principal of the Certificates, as such interest comes due and such
principal matures or is scheduled for redemption, are hereby pledged for such payment, within the
limit prescribed by law.
(b) The Certificates are additionally secured by revenues derived by the Issuer from the
ownership and operation of the Issuer's Utility System (consisting of its combined waterworks
system, sanitary sewer system, and electric light and power system) that remain after the payment
of all maintenance and operation expenses thereof, and all debt service, reserve and other
requirements in connection with all of the Issuer's revenue obligations (now or hereafter
outstanding) or contractual obligations (now or hereafter existing) which are payable from all or
any para ofthe net revenues of the Issuer's Utility System, consfittiting "SUI-PILIS [�,evenncs", not to
excee(I $1,1000. The IssLier shall deposit such SLIT-I)ILIS I�CWIIUCS to the credit of the Interest and
Sinking f"Lind created pursuant to this Section, to the extent necessary to pay the principal and
sA I egahour docu men ts\ordinanees\1 7\co ordinance 2017 v2.docx
interest on the Certificates. Notwithstanding the requirements of this Section, if Surplus Revenues
*r other lawfully available moneys of the Issuer are actually on deposit or budgeted and
appropriated to be deposited 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 that otherwise
would have been required to be levied pursuant to subsection (a) of this Section may be reduced
_ii-bitheimountoftheSur I s Revenues or other lawfull available funds then q2
ON-- oil
(i) shall
• and deposit in the Interest and Sinking Fund each month an •' • not
less than 1/12th of the annual debt service on the Certificates to be paid from Surplus
Revenues until the amount on deposit in the Interest and Sinking Fund equals the amount
required • annual debt service • the Certificates;
1p
W,.ep.s I! SLUIUM111L 3111PIM6 IN-CITC11-KC6 WIS/1 I
legally available funds on hand at the time of the adoption of the annual budget, or a
combination thereof, into the Interest and Sinking Fund for the repayment of the Certificates;
and
(iii) shall at all times maintain and collect sufficient Utility System rates and charges in
conjunction with any other legally available funds that, after payment of the costs of
operating and maintaining the Utility System, produce revenues in an amount not less than
the debt service requirements of all outstanding Utility System revenue bonds of the Issuer
and other obligations of the Issuer which are secured in whole or in part by a pledge of
revenues of the Utility System and for which the Issuer is budgeting the repayment of such
obligations from the revenues of the Utility System, or the Issuer shall provide
documentation which evidences the levy of an ad valorem tax rate dedicated to the Interest
and
• Fund, in • with any • legally available ftinds excel -,)t Utility
System rates and charges, sufficient for the repayinent of Utility System debt service
requirements,
(c) Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and
the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section and Section
9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at
any time while the Certificates are outstanding and unpaid, the result of such amendment being
that the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section is to be
subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to
preserve to the Registered Owners of the Certificates a security interest in said pledge, the Issuer
agrees to take such measures as it determines are reasonable and necessary under Texas law t*
1#'f'*,?Vsft7-tw'�a1;xas Business & Commerce Code and enabl�o
a filing of a security interest in said pledge to occur.
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(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, when payment of the principal of such Certificate, plus
interest thereon to the due date (whether such due date be by reason of maturity or otherwise)
either (i) shall have been made or caused to be made in accordance with the terms thereof, 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 in accordance with an escrow agreement or other
instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United
States of America sufficient to make such payment or (2) Government Obligations that mature as
to principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to provide for such payment, and when proper arrangements
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. Notwithstanding any other
provision of this Ordinance to the contrary, it is hereby provided that any determination not to
redeem Defeased Certificates that is made in conjunction with the payment arrangements specified
in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the
proceedings providing for such payment arrangements, the Issuer expressly reserves the right to
call the Defeased Certificates for redenigion; (2) gives notice of the reservation of that right to the
Kegisterea Vwners oi M
arrangements; and (3) directs that notice of the reservation be included in any redemption notices
that it authorizes.
(b) Any moneys so deposited with the Paying Agent/IZ,cgislrar may at the written direction
of the IssLier be invested in ("'Fovernment Obligations, maturing in the an-iotints ,ind 'times as
hereinbefore set 1"orth, and all incon-ic from such Government Obligations received by the Paying
Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with
respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited
as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money
and/or Governmcnt Obligations are held for the payment of Dcfeased Certificates may contain
provisions 1wriiiitting the investi-nent or reinvestment of such moneys in (iovernment Obligations
or the substitution of other Government Obligations upon the satisfaction of the requirements
specified in Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations
received by the Paying Agent/Registrar which is not required for the payment of the Defeased
Certificates, with respect to which such money has been so deposited, shall be remitted to the
Issuer or deposited as directed in writing by the Issuer.
(c) The term "Government Obligations" means any securities and obligations now or
1- icates,
.1ereafter authorized by state law that are eligible to discharge obligations such as the Certif
including (i) direct, noricallable obligations of the United States of America, including obligations
s:\Iegal\our documents\ordinances\l 7\co ordinance 2017 v2.docx
s:\Iegal\our d0CL1ments\ordinances\17\co ordinance 2017 v2,docx
the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Keplaccmen(� 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 by virtue of the fact that any Certificate is lost,
stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost,
stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this Ordinance equally and proportionately with any and all other
Certificates duly issued under this •
(e) Authority for Issuing R_qpla In accordance with Sec. 1206.022,
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of
9.ny such replacement Certificate without necessity of further action by the governing body of the
[ssuer 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
Aeliver such Certificates in the form and manner and with the effect, as provided
in Section 3(a) of this Ordinance for Certificates issued in conversion and exchange for other
Certificates.
St"CTION 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES;
BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Initial Certificate and
all necessary records and proceedings pertaining to the Initial Certificate pending its delivery and
its investigation, examination, and approval by the Attorney General, and its registration by the
Comptroller. Upon registration of the Initial Certificate said Comptroller (or a deputy designated
in writing to act for said Comptroller) shall manually sign the Comptroller's Registration
Certificate attached to such Certificate, and the seal of said Comptroller shall be impressed, or
placed in facsimile, on such Certificate. The approving legal opinion • the Issuer's Bond Counsel
and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Certificates
issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be
solely for the convenience and information of the Registered Owners of the Certificates. In
?,t,ii)i*-nj is obtained-. the Certificates may, bear an appropriate le,�end as provided
• the insurer.
(b) The obligation of the Purchaser to accept delivery of the Certificates is subject to the
bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial
delivery of the Certificates to the Purchaser. The engagement of such firm as bond counsel to the
Issuer in connection with the issuance, sale and delivery of the Certificates is hereby approved and
confirmed. The execution and delivery of an engagement letter between the Issuer and such firm,
with respect to such services as bond counsel, is hereby authorized in such form as may be
approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter.
sAlegakour docu men Mordin an ces\1 7\co ordinance 2017 v2.docx
SECTION 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES.
(a) �..,',ovenants. The Issuer covenants to take any action necessary to assure, or refrain from
any action that would adversely affect, the treatment of the Certificates as obligations described in
section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which
is not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance
• the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Uertiticates (less amounts deposited to a reserve ♦ if any) are used • any "privat-
• -
business use," as defined in section 141 (b)(6) • the Code • if more than 10 •- • the
proceeds or the projects financed therewith are so used, such amounts, whether or not
received by the Issuer, with respect to such private business use, do not, under the terms of
this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for
the payment of more than 10 percent of the debt service on the Certificates, in contravention
of section 141 (b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described
in subsection , hereof exceeds 5 [cercent of the proceeds of the Certificates or the projects
financed therewith (less amounts deposited into a reserve fund, if any) then the amount in
excess of 5 percent is used for a "private business use" that is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental
use;
(3) to take any
• to assure that no • that is greater than the lesser •'
$5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state
or local governmental units, in contravention of section 141 (c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Certificates
•- treated as "private activity bonds" within the meaning • section 141(b) • the Code;
(5) to refrain from taking any action that would result in the Certificates being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion • the proceeds • the Certificates, directly •
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a materially
higher yield over the term of the Certificates, other than investment property acquired with
B
(A) proceeds • the Certificates invested for a reasonable temporary period • 3
years
• less or, in the case of a refunding r• for a period of 30 days • less until
such proceeds are --•-r • the purpose • which the bonds are issued,
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(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1. 14 8 -1 (b) of the rules and regulations of the United States Department of the
Treasury ("Treasury Regulationsand
10111M.C4,40IM311
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated
as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90
percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to
pay to the United States of America, not later than 60 days after the Certificates have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148(f) of the Code.
(b) IW,)ate In order to facilitate compliance with the above covenant (a)(8), a "Rebate
Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and
such Rebate Fund shall not be subject to the claim of any other person, including without limitation
the Certificate holders. The Rebate Fund is established for the additional purpose of compliance
with section 148 of the Code.
I (c) Use ol'Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury
lZCgUlations and, in the case ol"reFUnding boiids, transfIerred proceeds (if any) and proceeds of the
refunded bonds expended prior to the date of issuance of the Certificates, It is the understanding
of the Issuer that the covenants contained herein are intended to assure compliance with the Code
and any regulations or rulings promulgated by the United States Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or
expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to
comply with any covenant contained herein to the extent that such failure to comply, in the opinion
affect the exemption from federal income
taxation of interest on the Certificates under section 103 of the Code. In the event that regulations
or rulings are hereafter promulgated that impose additional requirements applicable to the
Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary,
in the opinion of nationally recognized bond counsel, to preserve the exemption from federal
income taxation of interest on the Certificates under section 103 of the Code. In furtherance of
such intention, the Issuer hereby authorizes and directs the Mayor or the Pricing Officer to execute
any documents, certificates or reports required by the Code and to make such elections, on behalf
of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance
of the Certificates.
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(d) Allocatiori or, and Linittatioll o11JYLXJ1cnditLires for the Proiects, The Issuer covenants to
...............
account for the expenditure of sale proceeds and investment earnings to be used for the
construction and acquisition of the Projects on its books and records by allocating proceeds to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Projects are completed. The foregoing notwithstanding, the Issuer shall not expend proceeds of
the sale of the Certificates or investment earnings thereon more than 60 days after the earlier of
(1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are
retired, unless the Issuer obtains an opinion of nationally -recognized bond counsel that such
sepof -the C2Ttifi�_
1114 1
lab
-To
approves the distribution ot"such preliminary otticial statement 171 Me 7711 lerill; 41 LIM
by the Purchaser in final form, with such changes therein or additions thereto as the Pricing Officer
may decin advisable. The Pricing 0111cer is hereby awhorized, M the name and ori behalf ofthe
Issuer, to approve, distribLite. and Z-1 deliver a final prellinhiary ofticial statement and a final official
stateinctit relating to [lie Ccrtificates, to be use(] by the Ptirchaser in the inarketirig of the
Certificates.
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(c) The Pricing Officer is authorized, in connection with effecting the sale of the Certificates,
to obtain from a municipal bond insurance company so designated in the Pricing Certificate (the
"Insurer") a municipal bond insurance policy (the "Insurance Policy") in support of the
Certificates. To that end, should the Pricing Officer exercise such authority and commit the Issuer
to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect, the
requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the
purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing
Officer shall have the authority to execute any documents to effect the issuance • the Insurance
Policy by the Insurer, including commitment agreements, membership agreements in mutual
insurance companies and • similar agreements.
(d) The Mayor and Mayor Pro Tem, the City Manager, Pricing Officer and City Secretary
and all other officers, employees and agents of the Issuer, and each of them, shall be and they are
vj&,,m�w-Ad. time to do and
•- all such acts and things and to execute, acknowledge and •e in the name and under
Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary
Pricing Certificate,
the Certificates, the sale of the Certificates, any Purchase Agreement and the Official Statement.
In case any officer whose signature shall appear on any Certificate shall cease to be such officer
4"'ift'r
all purposes the same as if such officer had remained in office until such delivery.
SECTION 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings
derived from the investment of proceeds from the sale of the Certificates issued for the Projects
shall be used along with other Certificate proceeds for the Projects; provided that after completion
of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be
deposited in the Interest and Sinking Fund. It is further provided, however, that any interest
earnings on Certificate proceeds that are required to be rebated to the United States of America
pursuant to Section 9 hereof in order to prevent the Certificates from being arbitrage bonds shall
be so rebated and not considered as interest earnings for the purposes of this Section.
(a) The proceeds of sale of the Certificates, excluding any accrued interest received from the
initial purchaser of the Certificates and any other amounts to be deposited into the Interest and
Sinking Fund, and amounts to pay costs of issuance of the Certificates, shall be deposited in one
or more construction funds or accounts for use, along with any investment earnings thereon, by
the Issuer for payment of all lawful costs associated with the acquisition and construction of the
Projects as hereiribefore provided. Upon payment of all such costs, any moneys remaining on
including investment earnings. shall be transferred to the Interest
and Sinking fund. Amounts so deposited to the Interest and 'Sinking Fund shall be used in the
.-ttzriner described in Section 5 of this Ordinance.
sAlegakour docurnents\ordinances\1 7\co ordinance 2017 v2.docx
(b) The Issuer may invest proceeds of the Certificates (including investment earnings
thereon) issued for the Projects and amounts deposited into the Interest and Sinking Fund in
investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government
Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the
sale of the Certificates will be used as soon as practicable for the purposes for which the
Certificates are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds.
(a) Definitiops. As used in this Section, the following terms have the meanings ascribed to
such terms below:
WSRB" means the Municipal Securities Rulemaking Boarla
11 110 , lo
(b) AiInual1�ciLojls-
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(i) The Issuer shall provide annually to the MSRB, in the electronic format prescribed
by the MSRB, financial information and operating data (the "Annual Operating Report")
with respect to the Issuer of the general type included in the final Official Statement
authorized by this Ordinance, being the information described in the Pricing Certificate, The
Issuer will additionally provide financial, statements of the Issuer (the "Financial
Statements"), that will be (i) prepared in accordance with the accounting principles described
in the Pricing Certificate or such other accounting principles as the Issuer may be required
to employ from time to time pursuant to State law or regulation and shall be in substantially
the form included in the final Official Statement and (ii) audited, if the Issuer commissions
an audit of such Financial Statements and the audit is completed within the period during
which they must be provided. The Issuer will update and provide the Annual Operating
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12 months of the end of each fiscal year, in each case beginning with the fiscal year ending
in and after 2017. The Issuer may provide the Financial Statements earlier, including at the
time it provides its Annual Operating Report, but if the audit of such Financial Statements is
not complete within 12 months after any such fiscal year end, then the Issuer shall file
unaudited Financial Statements within such 12 -month period and audited Financial
Statements for the applicable fiscal year, when and if the audit report on such Financial
Statements becomes available. All documents provided to the MSRB pursuant to this
Section shall be accompanied by identifying information as prescribed by the MSRB.
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be required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set
forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from
the MSRB) that theretofore has been provided to the MSRB or filed with the SEC.
(c) Fvcni Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the
1.\4SRB, in a timely manner (but not in excess of ten business days after the occurrence of the
cvent) of any of the following events with respect to the Certificates, if such event is material
within the meaning of the federal securities laws:
1. Non-payment related defaults;
2. Modifications to rights of holders of the Certificates;
3. Certificate calls;
4. Release, substitution, or sale of property securing repayment of the
Certificates;
5. The consummation of a merger, consolidation, or acquisition involving the
an obligated person or the sale of all or substantially all of the assets of the
obligated person, other than in the ordinary course of business, the entry
into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant
to its terms; and
6. Appointment of a successor or additional trustee or the change of name of
a trustee,
(ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the
event) of any of'the following events with respect to the Certificates, without regard to
�_i �' 1:1-V Pf the federal securities laws:
1. Principal and interest payment delinqtiencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701BTEB) or other material notices or determinations with
respect to the tax-exempt status of the Certificates, or other material events
affecting the tax-exempt status of the Certificates;
6. Tender offers;
7. Defeasances;
8. Rating changes; and
9. Bankruptcy, insolvency, receivership or similar event of an obligated
person.
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(iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer
to provide financial information or operating data in accordance with subsection (b) of this
Section by the time required by such subsection.
(d) I Aniltations, Disclaimers, and Ani.endplepts
MUOISM KININE"UNIJ M ON E-11,10 [a
Section shall comprise a breach o- or e u uncier Inis'Wrainance ior p1jupi 61
provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim,
waive, or otherwise limit the duties of the Issuer under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in
law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if
(1) the provisions of this Section, as so amended, would have permitted an underwriter to
purchase or sell Certificates in the primary offering of the Certificates in compliance with
the Rule, taking into account any amendments or interpretations of the Rule since such
offering as well as such changed circumstances and (2) either (a) the Registered Owners of
sAlegahour docurnents\ordinances\1 7\co ordinance 2017 v2.docx
?. majority in aggregate principal amount (or any greater amount required by any other
provision of this Ordinance that authorizes such an amendment) of the outstanding
Certificates consent to such amendment or (b) a person that is unaffiliated with the Issuer
(such as nationally recognized bond counsel) determined that such amendment will not
materially impair the interest of the Registered Owners and beneficial owners of the
Certificates. The Issuer may also amend or repeal the provisions of this continuing disclosure
agreement if the SEC amends or repeals the applicable provision of the Rule or a court of
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to the extent that the provisions of this sentence would not prevent an underwriter from
lawfully purchasing or selling Certificates in the primary offering of the Certificates. If the
Issuer so amends the provisions of this Section, it shall include with any amended financial
an explanation, in narrative form, of the reason for the amendment and of the impact of any
change in the type of financial information or operating data so provided.
(e) Amend 'Ile, it ofthe Rtile. The provisions of this Section shall be revised by the Pricing
Officer to reflect the requirements of the Rule if the Rule is amended after the adoption of this
Ordinance but prior to the delivery of the Certificates so as to permit an underwriter to purchase
or sell Certificates in the primary offering of the Certificates in compliance with the Rule. Any
such revisions shall be set forth in the Pricing Certificate and are incorporated by reference into
rnxiicinn nfthig_
Ordinance to the contrary.
SECTION 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any
ambiguity, defect or omission in this Ordinance that does not materially adversely affect the
wsmmmritp for the benefit of the holders, Jji) add
events of default as shall not be inconsistent with the provisions of this Ordinance and that shall
not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the
Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time
to time in effect, or (v) make such other provisions in regard to matters or questions arising under
this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not
in the opinion of the Issuer's Bond Counsel materially adversel y affect the interests of the holders.
(b) Except as provided in paragr aph (a) above, the holders of Certificates aggregating in
principal amount a majority of the aggregate principal amount of then outstanding Certificates that
are the subject of a proposed amendment shall have the right from time to time to approve any
amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however,
that without the consent of 100% of the holders in aggregate principal amount of the then
outstanding Certificates, nothing herein contained shall permit or be construed to permit
amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to:
sAlegakour documents\ordinances\17\co ordinance 2017 v2.docx
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on
any outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Certificates or any of them or impose any condition with respect to such
payment; or
(5) Change the minimum percentage of the principal amount of Certificates necessary
for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this • under this Section, the
Issuer shall send by U.S. mail to each Registered Owner of the affected Certificates a copy of the
proposed amendment and cause notice of the proposed amendment to be published at least once
in a financial publication published in The City of New York, New York or in the State of Texas.
Such published notice shall briefly set forth the nature of the proposed amendment and shall state
that a copy thereof is on file at the office of the Issuer for inspection by all holders of such
Certificates.
(d) Whenever at any time within one year from the date of publication of such notice the
Issuer shall receive an instrument or instruments executed by the holders of at least a majority in
aggregate principal amount of all of the Certificates then outstanding that are required for the
9.rrrn4,,7[M*W'#,hy.h instrument or instruments shall refer to the -t
.,M-v,osed amendment and that shall
specifically consent to and approve such amendment, the Issuer may adopt the amendment in
substantially the same form,
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all
holders of such affected Certificates shall thereafter be determined, exercised, and enforced,
• in all • to such amendment.
(f) Any
• given • the holder of a Certificate pursuant to the provisions • this Section
shall be irrevocable for a period of six months from the date of the publication of the notice
provided for in this Section, and shall be conclusive and binding upon all future holders of the
same Certificate during such period, Such consent may be revoked at any time after six months
from the date of the publication of said notice by the holder who gave such consent, or by a
successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the
holders of a majority in aggregate principal amount of the affected Certificates then outstanding,
have, prior to the attempted revocation, consented to and approved the amendment.
WOM
sAlegakour docurnents\ordrnances\1 No ordinance 2017 v2,doex
For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely
upon the registration of the ownership of such Certificates on the Registration Books kept by the
Paying Agent/Registrar.
(a) Events of DefaLilt. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Certificates
when the same becomes due and payable; or
obligation of the Issuer, the lailure to perform. wnicn materially, auvurscij U11CUL6 LIM FIA; --
of the Registered Owners of the Certificates, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the Issuer.
(b) 1tcrnedics for Del'ault.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or
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herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right
of the Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Certificates then outstanding.
(c) [Z.einedics Not I.".XCJUSiVC.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Certificates or now or
hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Certificate authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
s:\Iegal\our documenLs\ordinances\17\co ordinance 2017 Q docx
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or agents of the
Issuer or the members of its governing body.
SECTION 16. APPROPRIATION. To pay the debt service coming due on the Certificates,
if any, prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated
from current funds on hand, which are hereby certified to be on hand and available for such
purpose, an amount, which together with capitalized interest received from the sale of the
Certificates, if any, will be sufficient to pay such debt service, and such amount shall be used for
no other purpose.
SECTION 17. EFFECTIVE DATE. In accordance with the provisions of Texas Government
Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the
City Council.
St","CTION 18. SEVERABILITY If any section, article, paragraph, sentence, clause, phrase
*r wo I rd in this Ordinance, or application thereof to any persons or circumstances is held invalid
or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity
of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall
rem�zin in full force and effect.
MM
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PASSED, APPROVED AND EFFECTIVE this day of 2017.
iI1S SAI"I S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:It
�v
APP1 JED AS I' � LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY. j° .—