2017-129ORDINANCE No. 2017-129
ORDINANCEAN CONSIDERINGMATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE AND DELIVERY OF • $30,700,000 IN PRINCIPAL AMOUNTOF
OF DENTON GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BONDS,1 7777 AUTHORIZING THE ISSUANCE OF BONDS; DELEGATING
issuance,THE AUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS
RELATING TO THE SALE OF THE BONDS; APPROVING AND AUTHORIZING
INSTRUMENTS AND PROCEDURES RELATING TO SAID BONDS; ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, by virtue of elections held within the City of Denton, Texas (the "Issuer") on
November 4, 2014 and November 6, 2012, this City Council became authorized to issue, sell and
deliver the general obligation bonds of the Issuer, of which there are authorized to be issued by
this Ordinance, and will remain authorized but unissued hereafter, as described in Schedule I
attached hereto and incorporated herein; and
WHEREAS, this City Council finds and determines that it is necessary and proper to order
the sale • delivery of • # bonds; and
WHEREAS, the City has previously issued, and there are presently outstanding certificates
of
• obligation♦f valoremto pay principal of # interest • ' the certificates of obligation
and
WHEREAS, the Issuer now desires to refund all or part of the outstanding certificates of
obligation described in Schedtile 11, attached hereto and incorporated herein (collectively, the
"Eligible Refunded Obligations"), and those Eligible Refunded Obligations designated by the
Pricing Officer in the Pricing Certificate, each as defined below, to be refunded are herein referred
to as the "Refunded Obligations"; and
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof,
e Refunded
_j_jjjithaiDavin aientforth
and is namcd in these jimccedings, # such deposit, before of
RefUnded Obligations, shall constiaite the making of •' and financUll•'
the discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter1authorizesto enter into an escrowor
agreementpaying agent forRefunded Obligations or trust companyor •
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the
best interests of the Issuer to refund the Refunded Obligations in order to achieve a debt service
savings, with such savings, among other information and terms to be included in a pricing
certificate (the "Pricing Certificate") to be executed by the Pricing Officer (hereinafter designated),
all in accordance with the provisions of Section 1207.007, Texas Government Code; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the Issuer is an "issuer" within the meaning of Section 1371.001(4)(P), Texas
Government Code, having (i) a principal amount of at least $ 100 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 to be issued that is rated in one of the four highest rating categories for long-term debt
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; and
WHEREAS, the bonds hereinafter authorized to be issued were voted and are to be issued,
sold and delivered pursuant to the general laws of the State of Texas, including Texas Government
Code Chapters 1207, 1331 and 1371, as amended, and the Issuer's Home Rule Charter; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
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 551; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE
BONDS.
(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 "Bonds" as used in this Ordinance shall mean and include collectively the
bond initially issued and delivered pursuant to this Ordinance (the "Initial Bond") and all substitute
bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued
pursuant hereto, and the term "Bond" shall mean any of the Bonds.
(c) The Bonds of the City of Denton, Texas (the "Issuer") are hereby authorized to be
issued and delivered in the maximum aggregate principal amount of $30,700,000 (i) up to
$13,540,000 for the public purpose of refunding the Refunded Obligations, (ii) for the purpose of
the acquisition of property and making improvements for public purposes in said Issuer, to wit:
(A) $8,950,000 for street improvements and (B) $8,210,000 for public safety facilities for police
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and fire departments, all in accordance with and subject to the election propositions authorizing
such bonds (the "Improvement Projects"), and (iii) to pay the costs associated with the issuance of
the Bonds (collectively, the "Projects"),
(d) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF DENTON
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2017," and
initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest
coupons, payable to the respective registered owners thereof (with the Initial Bond being made
payable to the Purchaser as described in Section 10 hereof), or to the registered assignee or
assignees of said Bonds or any portion or portions thereof (in each case, the "Registered Owner").
The Bonds shall be in the respective principal amounts, shall be numbered, shall mature and be
payable 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
forth in the Pricing Certificate.
(a) As authorized by Sections 1207.007 and 1371.053, Texas Government Code, as
City Manauer. the Denuty City Manager or the A sistant City Manager (the "Pricing
ffil 0
IN 6111-119rlm
-9
the date of the Bonds, any additional or different designation or title by which the Bonds shall be
known, the price at which the Bonds will be sold, the years in which the Bonds 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 Bonds
shall be suNect to redem[ytion prior to maturita atthe option ofthe Issuer, as well as any mandatory
sinking fund redemption provisions, and all other matters relating to the issuance, sale, and
delivery of the Bonds and the refunding of the Refunded Obligations, including without limitation
establishing the redemption date for and effecting the redemption of the Refunded Obligations and
obtaining municipal bond insurance for all or any portion offlic Bonds (including in connection
therewith the execution of any commitment agreements, membership agreenients in mutual
insurance companies, and other similar agreements) and providing for the terms and provisions
thereof applicable to the Bonds, all of which shall be specified in the Pricing Certificate; provided
that:
aggregate original principal amount of the Bonds shall not exceed $30,700,000,
with up to $13,540,000 of such amount issued for the purposes described in
Section l(c)(i) and (iii) hereof, $8,950,000 of such amount to be issued for
purposes described in Section I (c)(ii)(A) and (iii) hereof, and $8,210,000 of such
amount to be issued for the purposes described in Section l(c)(ii)(B) and
hereof,
(ii) the maximum stated maturity of the Bonds shall not exceed February 15, 2037:
(iii) the Bonds shall bear interest at a fixed rate, and the net effective interest rate on the
Bonds shall not exceed 3.50%;
(iv) the refunding • the Refunded Bonds must produce present value •-• service
savings of at least 3.00%, net of any Issuer contribution;
(v) the delegation made hereby shall expire if not exercised by the Pricing Officer
• execution • the Pricing Certificate • or prior to October 18, 2017; and
(vi) on or prior to delivery, the Bonds shall be rated by a nationally recognized rating
agency for municipal securities in one of the four highest categories for long-term
obligations.
(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall
establish an amount not exceeding the amount authorized in Subsection (a) hereof, which shall be
sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay
costs of issuing the Bonds. The Bonds shall be sold with and subject to such terms as set forth in
the Pricing 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 Bond, date and manually sign said
Bond, and no such Bond shall be deemed to be issued or outstanding unless such on s
B d is s
executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bond
surrendered for conversion and exchange. No additional ordinances, orders, or resolutions nee
be passed or adopted by the governing body of the Issuer or any other body or person so as * t
I xcha e of n Bondol ortio',ri thereof andth P
son I
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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 Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a Registered Owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a Registered Owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
-)knw**n6rvry k,4d"wwr_9n&the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
?1ary,tsp. *Lp_7ym_rif
of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of and interest on the Bonds only to or upon the order of the Registered Owners,
as shown in the Registration Books as provided in this Ordinance, or 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 Bonds
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 Bond 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
4 xtmziled 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 Bonds.
(g) SUCCCSS01- SeCUrities I Transfqrs Outside Book- l7nYy:0 �n I _S -Ys . In the
event that the Issuer determines that DTC is incapable of discharging its responsibilities 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 Bonds that they be able to obtain certificated Bonds, 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
appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate certificated Bonds to DTC Participants
having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be
restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names Registered Owners transferring •, exchanging Bonds shall designate,
in accordance with the provisions of this Ordinance.
Notwithstanding any other •' of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Bond and all notices with respect to
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such Bond shall be made and • • in the manner provided in the Blanket Issuer
Letter
• Representations to DTC.
(i) Cancellation of initial Bond. On the closing date, the Initial Bond, representing the
entire principal amount of the Bonds, 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
Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of
such
• one registered definitive Bond • each year • maturity • the Bonds, in the
aggregate principal amount of all of the Bonds for such maturity. To the extent that the Paying
Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement
between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive
Bonds in safekeeping • DTC.
Conditimial Notice of Redeniption. With respect to any optional redemption of the
Bonds, unless the prerequisites to such redemption required by this Ordinance have • met and
moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be
w I I otice
of redemption, such notice shall state that said redemption may, at the option of the Issuer, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and
�aii-ioioihe Issuer shall not redeem such Bonds and the P y
a,do.LAent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
SECTION 4. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form •
Comptroller's Registration Certificate to be attached to the Bonds initially issued and delivered
pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate
variations, omissions or insertions as are permitted or required by this Ordinance, and with the
Form of Bond to be modified pursuant to, and completed with information set forth in, the Pricing
Certificate.
(a) [Form of Bond]
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF DENTON
GENERAL OBLIGATION REFUNDING
AND IMPROVEMENT BOND
SERIES 2017
0--W
ffiterest Rate Dated Date Maturity Date CUSIP Ao.
February15,
P.WUNLIN go ON=
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promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called
the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified
above. 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 Interest Rate
per annurn specified above. Interest is payable on - 9 20 and semiannually on each
and thereafter to the Maturity Date specified above, or the date of
redemption prior to maturity; except, if this Bond is required to be authenticated and the date of
its authentication is later than the first Record Date (hereinafter defined), such Principal Amount
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
on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid,
then this Bond shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity,
or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of
Texas, which is the "Paying Agent/Registrar" for this Bond.
The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the
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 Bond (the "Bond 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 month preceding each such date (the "Record Date") on
the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition,
interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest
on a scheduled payment date, and for 30 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
funds for the payment 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
im
after the Special Record Date) shall be sent at least five business days prior to the Special Recor4
Date by United States mail, first-class postage prepaid, to the address of each Registered Owner
of a Bond 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 Bond prior
to maturity as provided herein shall be paid to the Registered Owner upon presentation and
surrender of this Bond for redemption and payment at the principal corporate trust office of the
Paying Agent/Registrar, The Issuer covenants with the Registered Owner of this Bond that on or
before each principal payment date, interest payment date, and accrued interest payment date for
this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking
Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, 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 BOND is one of a series of Bonds dated 5 2017, authorized in
accordance with the Constitution and laws of the State o`f�Txa'sin t—he principal amount of
$ (i) $, for the public purpose of refunding the Refunded Obligation . s,
(ii) for the purpose of the acquisition of property and making improvements for public purposes in
the Issuer, to wit: (a) $8,950,000 for street improvements, and (b) $8,210,000 for public safety
facilities for police and fire departments, all in accordance with and subject to the election
propositions authorizing such bonds; and (iii) to pay the costs associated with the issuance of the
Bonds.
ON 20_, or on any date thereafter, the Bonds of this series may be redeemed
�er iithfunds derived from anti available
and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof,
to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond
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.
[TI III" BONDS SCIW(Wled to nia(L:irc on in the ycars . ..... . and the
"Term Bonds") are SUbJeCt to seliedtiled mandatory redemption by the I)aying Agent/Registrar by
lot, or by any other customary nicthod that rest.ilts in a random selection, at a price equal to the
principal amount thereof, plus accrued interest to the redemption date, out of moneys available for
such purpose in the interest and sinking fund for the Bonds, on the dates and in the respective
principal amounts, set forth in the following schedule:
flffan:• f
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_
February 15,20_ (maturity) February 15,20_ (maturity)
The principal amount of Term Bonds of a stated maturity required to be redeemed on any
mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption
[provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds
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 Bonds 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
'2WI, WV6* ?isuch Term B onds v. lus ac crue d
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 requirement.]
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, to the Registered Owner of each Bond 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 Bond, 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
Bonds 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, the Bonds or portions thereof
that are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the right of the Registered Owner to receive
1=4
If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity
date, bearing interest at the same rate, in any denomination or denominations in any integral
multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the
surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond
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 agen-1
immediately available funds sufficient to redeem all the Bonds called for redemption, such noti-er.
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may state that it is conditional, and is subject to the deposit of the redemption moneys 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
?2;-3Z?ah �peis�,� yfal;ae
not met and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond 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
f f 'lei J ho t interest : i i i, ions a able to the a ro . t
San ar or cusiciffi
Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or govern -mental
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,Bond 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 Bonds is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that
it promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
1-�,erformed, exist and be done precedent to or in the authorizaticift, issuance and delivery of thia
Bond have been performed, existed and been done in accordance with law; and that annual ad
valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond,
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as such interest comes due and such principal matures, have been levied and ordered to be levied
against all taxable property in said Issuer, and have been pledged for such payment, within the
limit prescribed by law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided
therein, and under some (but not all) circumstances amendments thereto must be approved by the
Registered Owners of a majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Mayor Pro-Tem)
and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and
has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
City Secretary Mayor
(SEAL)
[INSERT BOND INSURANCE LEGEND, IF ANY]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Comptroller's Registration
Certificate)
It is hereby -• that this Bond has • issued •- the provisions • the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
• of, • in exchange for, a bond, bonds, • a portion • a bond • bonds • 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.
(c) [Form of Assignment]
Texas
For value received, the undersigned hereby sells, assigns and transfers unto
. . ..... ..... . ..
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transfere-W
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the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
NOTICE: Signature(s) must be guaranteed NOTICE: The signature above must
by an eligible guarantor institution correspond with the name of the Registered
participating in a securities transfer Owner as it appears upon the front of this
association recognized signature guarantee bond in every particular, without alteration or
program. enlargement or any change whatsoever.
I hereby certify that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
EEM
(i) The Initial Bond shall be in the form set forth in paragraph (a) of this Section, except
that:
shallA. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and "CUSIP
be deleted.
B. the first paragraph shall be deleted and the following will be insertell
"THE CITY OF DENTON, TEXAS, in Denton County,being 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 "Registerei
Owner"), on February 15 in each of the years, in the principal installments and bearing interest at
the per annum rates• • • +schedule:
Years Principal Amounts Interest Rates
promises(Information from Pricing Certificate to be inserted",
The Issuer • pay intereston • . • principal am#unt hereof (calculate• on - basis
per annum specified above. Interest is payable on 20_, and semiannually on each
and thereafter to the date of payment of the principal installment
a uri - excepi. that if this Bond is reQ,uired 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 on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full."
a 9011 r• • �- I h0l I DI
(a) A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created
solely for the benefit of the Bonds, 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 Bonds. All ad valorem taxes levied and
collected for and on account of the Bonds, together with any accrued interest received upon sale
of the Bonds, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During
each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing
body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be
sufficient to raise and produce the money required to pay the interest on the Bonds as such interest
becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds
as such principal matures or is scheduled for redemption (but never less than 2% of the original
principal amount of the Bonds as a sinking fund each year). Said tax shall be based on the latest
approval tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost
of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered
to be levied, against all taxable property in the Issuer for each year while any of the Bonds 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 Bonds, as such interest
for such
payment, within the limit prescribed by law. Notwithstanding the requirements of this Section, if
Surplus Revenues or 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 this Section may be reduced to the
jfirilgitry' - isr-graffWher lawfullp available funds then on de[wLosit
or budgeted and appropriated to be deposited in the Interest and Sinking Fund. For purposes of
this Section, "Surplus Revenues" means 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 part of the
net revenues of the Issuer's Utility System. If Surplus Revenues are budgeted and appropriated
for deposit into the Interest and Sinking Fund, the Issuer:
(i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not
less than 1/12th of the annual debt service on the Bonds to be paid from Surplus Revenues
until the amount on deposit in the Interest and Sinking Fund equals the amount required for
annual debt service on t
(ii) shall establish, adopt and maintain an annual budget that provides for either the monthly
MONSOON 0-111111i. ft... I
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shall at all times maintain and collect sufficient Utty System rates and charges iffl
conjunction with any other legally available funds that, after payment of the costs
operating and maintaining the Utility System, produce revenues in an amount not less th
the debt service requirements of all outstanding Utility System revenue bonds of the Issu
and other obligations of the Issuer which are secured in whole or in part by a pledge
revenues of the Utility System and for which the Issuer is budgeting the repayment of s
obligations from the revenues of the Utility System, or the Issuer shall I
provi
documentation which evidences the levy of an ad valorem tax rate dedicated to the Intere
and Sinking Fund, in conjunction with any other legally available funds except Utili
System rates and charges, sufficient for the repayment of Utility System debt servi
requirements.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the
pledge of the taxes 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
imp 1011,101110"11,11 N IN No
TMI—MIT-TV
lexas Nusiness K k-7177171ciull Cuio--F, IL 2"", "Rco, --- A,
security interest in said pledge, the Issuer agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (d). of this Section, when payment of the principal of such Bond, 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)
............ I
1 .......... IV
M-e-N.Ae- a -Re
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
have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until
all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed
to be a Defeased Bond hereunder, as aforesaid, such Bond 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 Bonds 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 Bonds for redemption;
(2) gives notice of the reservation of that right to the Registered Owners of the Defeased Bonds
immediately following the making of the payment 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/Registrar may at the written direction
of the Issuer be invested in Government Obligations, maturing in the amounts and times as
hereinbefore set forth, and all income from such Government Obligations received by the Paying
Agent/Registrar that is not required for the payment of the Bonds 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 Government Obligations are held for the payment of Defeased Bonds may contain
provisions permitting the investment or reinvestment of such moneys in Government 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
Bonds, 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
hereafter authorized by state law that are eligible to discharge obligations such as the Bonds,
including (i) direct, noricallable obligations of the United States of America, including obligations
that are unconditionally guaranteed by the United States of America, (ii) noricallable obligations
of an agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
governing body of the Issuer adopts or approves the proceedings authorizing the financial
arrangements, are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent, and (iii) noricallable obligations of a state or an agency or a
county, municipality, or other political subdivision of a state that have been refunded and that, on
the date the governing body of the Issuer adopts or approves the proceedings authorizing the
financial arrangements, are rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they
had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such
services as required • !
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds
of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of
Bonds by such random method as it deems fair and appropriate.
+
and other expenses in connection therewith. Every replacement Bond issued pursuant to
provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed sha
constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bon
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits
this Ordinance equally and proportionately with any and all other Bonds duly issued under th
Ordinance.
+
(e) Mithotity For s cement Bonds. In accordance with Sec. 1206 02
sqj
Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance
MM
!
any such replacement Bond without necessity ot turther action by the goverNi—ng 63-a—y377ne issuer
or any other body or person, and the duty of the replacement of such Bonds is hereby authorized
and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate
and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of
this Ordinance for Bonds issued in conversion and exchange for other Bonds.
Sl-ICTIQN 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
OPINION; r i •AND CONTINGENT INSURANCEPROVISION,
OBTAINED;IF A BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Initial Bond and all
necessary records and proceedings pertaining to the Bonds pending its delivery and its
investigation, examination, and approval by the Attorney General, and its registration by the
Comptroller. Upon registration of the Initial Bond said Comptroller (or a deputy designated in
#tT�ng, to act for said Com�ttroller�, shall manually, si4n the Comytroller's Registration Certificate
attached to such Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile,
on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP
numbers may, at the option of the Issuer, be printed on the Bonds 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 Bonds, In addition, if bond insurance is obtained, the
Bonds may bear an appropriate legend as provided by the insurer.
(b) The obligation of the Purchaser to accept delivery of the Bonds is subject to the Purchaser
being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond
shall be dated as of and delivered on the date of initial delivery
of Bonds # the Purchaser. The engagementof bond counsel to
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from
9,ny action that would adversely affect, the treatment of the Bonds 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 thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business
use," as defined in section 141 (b)(6) of the Code or, if more than 10 percent of the proceeds
or the projects financed or refinanced 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 Bonds, 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 (1) hereof exceeds 5 percent of the proceeds of the Bonds 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 action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (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 Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or 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 Bonds, other than investment property acquired with:
(A) proceeds of the Bonds invested for a reasonable temporary period of 3 years
or or, of • • •• • for . period of 1 days or
proceeds are n-- • for the purpose • bonds are issued,
(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 Regulations"),
amountsdeposited in any reasonably• -• reserve or • .
to the extent such amounts•• not exceed 10•- of -proceedsof -•
to otherwise - - use of - proceeds of Bonds or •treated
requirementsproceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the of •148 of ••- to • .•- to
(8) to pay to the United States of America at least once during each five-year perics
W. s an amount that is at least equal to 90 perceiT
rN
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
(b) I�ebatc Figid. 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 Bondholders. The Rebate Fund is established for the additional purpose of compliance with
section 148 of the Code.
(c) tise ot"Procceds. 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
Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the
refunded bonds expended prior to the date of issuance of the Bonds. 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 Bonds, the Issuer will not be required to comply with
any covenant contained herein to the extent that such failure to comply, in the opinion of nationally
recognized bond counsel, will not adversely affect the exemption from federal income taxation of
interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated that impose additional requirements applicable to the Bonds, 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 Bonds under section 103 of the Code. In furtherance of such intention, the Issuer
-TW rt icates
*_'#T or Pricing Officer to execute anq documents, ce if
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 Bonds.
(do
) Allocation of*, and Li' itnitation oli, Ex,penditUres fr tile, Prq�s. The Issuer covenao
nts t
account for the expenditure of sale proceeds and investment earnings to be used for th-
• •
onstruction and acquisition of the Improvement 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 Improvement Projects are completed. The foregoing notwithstanding, the Issuer shall
not expend proceeds of the sale of the Bonds or investment earnings thereon more than 60 days
after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds
are retired, unless the Issuer obtains an opinion of nationally -recognized bond counsel that such
expenditure will not adversely affect the status, for federal income tax purposes, of the Bonds or
the interest thereon. For purposes hereof, the Issuer shall not be obligated to comply with this
covenant if it obtains an opinion that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest,
(e) Disposition of' Projects. The Issuer covenants that the Projects and the projects
refinanced by the Bonds will not be sold or otherwise disposed in a transaction resulting in the
receipt by the Issuer of cash'or other compensation, unless the Issuer obtains an opinion of
osition will not adversely affect the
tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer
shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to
comply will not adversely affect the excludability for federal income tax proposes from gross
i.-ticome of the interest.
(f) R-einibLirsement. This Ordinance is intended to satisfy the official intent requirements set
forth in se c tion 1. 15 0-2 of the Treasury Regulations.
(a) The Bonds shall be sold and delivered subject to the provisions of Section I and Section
2 hereof through a negotiated sale, competitive sale or private placement and pursuant to the terms
and provisions of a purchase contract or a notice of sale and official bid form (in either case, the
"Purchase Agreement"), the terms and provisions of which are to be determined by the Pricing
Officer in accordance with Section 2 hereof, and in which the purchaser or purchasers of the Bonds
(the "Purchaser") shall be designated. The Pricing Officer is hereby authorized to execute and
deliver the Purchase Agreement for and on behalf of the Issuer. The Bonds shall initially be
registered in the name of the Purchaser or its designee.
(b) The Issuer hereby approves the form and content of the draft preliminary official
the distribution of such preliminary official statement in the reoffering of the Bonds by the
Purchaser in final form, with such changes therein or additions thereto as the Pricing Officer may
deem advisable, The Pricing Officer is hereby authorized, in the name and on behalf of the Issuer,
to approve, distribute, and deliver a final preliminary official statement and a final official
statement relating to the Bonds to be used by the Purchaser in the marketing of the Bonds.
(c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, 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 Bonds. 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
P*Iiv,,y,--z,1,.Wf*xth-1n—th—e —Pricing Certificate
are incorporated by reference into this Ordinance and made a part hereof for all purposes,
notwithstandinT
any other provision of this Ordinance to the contrary. The Pricing Officer shall
have the authority to execute any documents to effect the issuance of the Insurance Policy by the
Insurer, including commitment agreements, membership agreements in mutual insurance
companies and other 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
I
time to do and
perform all such acts and things and to execute, acknowledge and deliver in the name and under
JR PAM
7t1r 11
the Bonds, the sale of the Bonds, any Purchase Agreement and the Official Statement. In case any
officer whose signature shall appear on any Bond shall cease to be such officer before the delivery
of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same
as if such officer had remained in office until such delivery.
SECTION 11. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Bonds issued for the Improvement Projects
shall be used along with other Bond proceeds for the Improvement 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 Bond proceeds that are required to be rebated to the United States of America
pursuant to Section 9 hereof in order to prevent the Bonds 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 Bonds, excluding any accrued interest received from the
loll IN I 1 0
Secuon 13 uY LIM *74TIMMUMUM-17-73 Wo
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 Improvement Projects as hereinbefore provided. Upon payment of all such costs, any moneys
remaining on deposit in said funds or accounts, 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 manner described in Section 5 of this Ordinance.
(b) The Issuer may invest proceeds of the Bonds (including investment earnings thereon)
issued for Improvement 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 Bonds will be used as soon as practicable for the purposes for which the Bonds 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) Defiiiiijons. As used in this Section, the following terms have the meanings ascribed to
such terms below:
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) A,!L11_1_!4Lj3_Qj2_0rt-S.
(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
Report within six months after the end of each fiscal year and the Financial Statements within
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.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of
*n4aft-w_ • yi-i*r U4vA*by, which the Issuer otherwise would
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
zlrw-*tLo (641irw *ffsx�u_g from
the MSRB) that theretofore has been provided to the MSRB or filed with the SEC.
(e) 1,vcnt Notices.
iI I __1 I 1___11__
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the
MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the
event) of any of the following events with respect to the Bonds, 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 Bonds;
3. Bond calls;
4. Release, substitution, or sale of property securing repayment of the Bonds;
NT --.M
5, The consummation of a merger, consolidation, or acquisition involving 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;
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 Bonds, without regard to whether
such event is considered material within the meaning of the federal securities laws:
I . Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficultie'
3. Unscheduled draws on credit enhancements reflecting financial difficultie
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Adverse tax opinions or the issuance by the Internal Revenue Service
proposed or final determinations of taxability, Notices of Proposed Iss
(IRS Form 5701 BTEB) or other material notices or determinations wi
respect to the tax-exempt status of the Bonds, or other material even
affecting the tax-exempt status of the Bonds;
6. Tender offers;
7. Defeasances;
8. Rating changes;
9. Bankruptcy, insolvency, receivership or similar event of an obligated pers
(iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer
Lo provide financial information or operating data in accordance with subsection (b) of this
Section by the time required by such subsection.
(d) Limitations, Disclainicrs, and Ai-nendMents.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the Issuer remains an "obligated person" with
respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will
give notice of any deposit made in accordance with this Ordinance or applicable law that
causes the Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the Registered Owners
and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall
give any benefit or any legal or equitable right, remedy, or claim hereunder to any other
person. The Issuer undertakes to provide only the financial information, operating data,
financial statements, and notices which it has expressly agreed to provide pursuant to this
.�_inf_Ahatmav,_l �vant
Section r � ic�
Ln ant
EM
or material to a complete presentation of the Issuer's financial results, condition, or prospects
or hereby undertake to update any information provided in accordance with this Section or
otherwise, except as expressly provided herein. The Issuer does not make any representation
or warranty concerning such information or its usefulness to a decision to invest in or sell
Bonds at any future date.
_
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• ♦ ♦ I• ! R [. 1. • ! y ! !, • !
(iv) No default by the Issuer in observing or performing its obligations under this
Section shall comprise a breach of or default under this Ordinance for purposes of any other
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.
provisions of • may be amended by • 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 Bonds in the primary offering of Bonds in compliance
+ f • • • ! • • •
Rule since such offering
as such changed circumstances and (2) either (a) the Registered Owners of a majority in
gregate principal amount (or any greater amount required by any other provision of this
*T• that authorizes such an amendment) of outstanding i• • • •'
amendment such
or • a person that is unaffiliatednationallyrecognized
bond counsel) determined that such amendment will not materially impair the interest of the
Registered Owners and beneficial owners of the Bonds. The Issuer may also amend or repeal
the provisions of this continuing disclosure agreement if the SEC amends or repeals the
applicable provision of - Rule or • of +l jurisdictionjudgment+
t such
provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence • • not prevent an underwriterfrom lawfully purchasing • s Bonds in the
primary offering of • • • amends the provisions of
include with any amended financial information or operating data next provided in
-�,�wrgive-f—orm, of the reasoa
for the amendment and of the impact of any change in the type of financial information or
operating # w + so provided.
(e) Amendnient of the Rule. The provisions of this Section shall be revised by the Pricing
Olfficer 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 Bonds so as to permit an underwriter to purchase or sell
Bonds primary offering of Bonds # • Rule.c such revisions
be set forth in the Pricing Certificate and are incorporated by reference into this Ordinance and
made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to thc.
•'
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
interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii)
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
•iop3a"wnft4mr4auther igovisions inre
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 adversely affect the interests of the
holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal
• a proposed amendment shall have the right from time to time to approve any amendment •
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 Bonds,
nothing herein contained shall permit or be construed to permit amendment of the terms amij
conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on
any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Bonds or any of them or impose any condition with respect to such
payment; or
(5) Change the minimum percentage of the principal amount of Bonds necessary for
consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the
Issuer shall send by U.S. mail to each Registered Owner of the affected Bonds 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.
NUM
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 Bonds.
(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 Bonds then outstanding that are required for the
amendment, which instrument or instruments shall refer to the proposed 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 Bonds shall thereafter be determined, exercised, and enforced, subject in
all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of 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 Bond
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
revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the
registration of the ownership of such Bonds on the Registration Books kept by the Paying
Agent/Registrar,
(a) lvcnts ol'De. fat-ilt. 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 Bonds when
the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the Issuer, the failure to perform which materially, adversely affects the rights
of the Registered Owners of the Bonds, 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) 1�.emedies tor Mault.
(i) Upon the happening of any Event of Default, then and in every case, any Registerel
Owner or an authorized representative thereof, including, but not limited to, a trustee
trustees therefor, may proceed against the Issuer for the purpose of protecting and enforci
the rights of the Registered Owners under this Ordinance, by mandamus or other suit, acti
or sneii,91 4 W or at lai etent lurisdiction, for ani relil
in anv court of comi
i in auiti
herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any rig
of the Registered Owners hereunder or any combination of such remedies. I
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not f,"xclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
rwirmLipusTair-yr ies- but each and edy shall be cumulative and shal-L
be in addition to every other remedy given hereunder or under the Bonds 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 Bonds 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 Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
Y 1? 1 1 #Mikv ria*-*
TCfFf-CSUfNeMnS-=rrdkf64 B12 206-4 -)*FOVA*01"
a personal or pecuniary liability or charge against the officers, employees or agents of the
Issuer or the members of its governing body.
• 11 MAN=
9Io o=. rzql� W 0"Ma
14 a • eff wIRT]"ARIVEMOWNHOJORMm-
escrow agent named therein, an escrow or similar agreement, in the form and substance as shall
be approved by the Pricing Officer, which agreement will provide for the payment in full of the
Refunded Obligations. In addition, the Mayor, Pricing Officer or other officer of the Issuer is
authorized to purchase such securities, to execute such subscriptions for the purchase of the
Escrowed Securities, (as defined in the agreement), if any, and to authorize such contributions to
the escrow fund as provided in the agreement.
(a) Subject to the execution and delivery of the Purchase Agreement with the Purchaser, the
Issuer hereby directs that the Refunded Obligations be called for redemption on the dates and at
such prices as set forth in the Pricing Certificate. The Pricing Officer is hereby authorized and
directed to issue or cause to be issued the Notices of Redemption of the Refunded Obligations irl
substantially the form set forth in 17'xhiblt A ' attached • completed with information from th
Pricing Certificate, to the paying agent/registrar(s) for the Refunded Obligations.
(b) In addition, the paying agent/registrar(s) for the Refunded Obligations is hereby directe
to provide the appropriate notices of redemption and defeasance as specified by the ordinance
authorizing the issuance of the Refunded Obligations and is hereby directed to make appropriat
arrangements so that the Refunded Obligations may be redeemed on their respective redemptio
dates. The Refunded Obligations shall be presented for redemption at the paying agent/registra
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therefore, and shall not bear interest after the date fixed for redemption.
(c) If the redemption of the Refunded Obligations results in the partial refunding of an
maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar(sl
will be payable from and secured solely from ad valorem taxes of the Issuer pursuant to th
ordinance of the Issuer authorizing the issuance of such Refunded Obligations' (the "Rjefunde
Obligation Ordinance"). The paying agent/registrar(s) shall notify by first-class mail all registere
owners of all affected obligations of such maturities that: (i) a portion of such obligations hav
the escrow
+•- in the escrow fund, (ii) the principal • • all affected obligations • suc
solely from cash and investments in the Escrow Fund and the remaining principal amount of a
affected obligations of such maturities registered in the name of such registered owner, if any, hav
not been refunded and are payable and secured solely from ad valorem taxes of the Issuer describe
in the Refunded Obligation Ordinance, (iii) the registered owner is required to submit his or h
Refunded Obligations to the paying agent/registrar(s), for the purposes of re -registering suc
MW
001�FUJI11CHL 1U1 UIC
interest on such obligations may, in some circumstances, be delayed until such obligations hav
been re -registered and new CUSIP numbers have been assigned as required by (iii) above,
(d) The source of funds for payment of the principal of and interest on the Refunde
Obligations on their respective maturity or redemption dates shall be from the funds placed i
escrow with the escrow agent, pursuant to an escrow agreement approved in Section 16 of th
•
SHX.`T10N 18. APPROPRIATION. To pay the debt service coming due on the Bonds,
any, p I r i I. or t - o receipt of the taxes levied to pay such debt service, there is hereby appropriated fro
current funds on hand, which are hereby certified to be on hand and available for such purpose,
amount, which together with capitalized interest received from the sale of the Bonds, if any, wi
be sufficient to pay such debt service, and such amount shall be used for no other purpose.
SECTION 19. EFFECTIVE DATE, In accordance with the provisions of Texas Governme
Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by t
City •
SECTION 20, SEVERABILITY If any section, article, paragraph, sentence, clause, phrase
*r word in this Ordinance, or application thereof to any persons or circumstances is held invalij
• unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity
• the remaining iprtion • this • desi•ite such invalidiX,, which remaining portions shall
cemain in full force and effect.
PASSED, APPROVED AND EFFECTIVE this day of 2017.
"1 6 I S �WAT'J'S, MAYOR
�' —/'A
Flow
BY:
0-m-
rlrlwrjymv�
Amount
Amount
Amount Previously
Unissued Being Remaining
KIT-11ase.Authorized Issued*
Balance Issued* Balance
Street Improvements $61,710,000 $13,340,000
$48,370,000 $4,950,000 $43,420,000
P'olice and Fire Public Safety $16,565,000 $8,355,000 $8,210,000 $8,210,000 $4
Facilities
Stormwater Drainage and Flood
Control Improvements $8,545,000 $5,255,000 $3,290,000 $0 $3,290,000
Park System Improvements $11,355,000 $4,280,000 $7,075,000 $0 $7,075,000
* Includes principal and premium
Amount
Amount
Amount Previously Unissued
Being Remaining
P-�!rins—w ALIthorized Issued* [3alwice
Issued* Balance
Street Improvements $20,400,000 $16,400,000 $4,000,000
$4,000,000 $0
M
Schedule ofgigfjib�lelle�fun( ed Bonds
ON of Denton Certificates of Obligation, Series
2007A
Principal Amount
,M',Aftirity Qate
OLitstailcjLinj,
2/15/2018
$800,000
2/15/2018
2,755,000
2/15/2019
3,030,000
2/15/2020
2,390,000
2/15/2021
2,460,000
2/15/2022
1,545.000
Total:
$12,980,000
MI
1 *114 of I I
NOTICE IS HEREBY GIVEN that the City of Denton, Texas has called for redemption the
outstanding Certificates of Obligation of the City described as follows:
City of Denton Certificates of Obligation, Series 2007, dated September 15, 2007,
scheduled to mature on February 15, 20 through February 15 20_, aggregating
(and being all of the outstanding bonds of said series scheduled to mature on and after February
15, 20__);
Call date: 1 20_; redeemable at a redemption price of par plus accrued interest at
the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon
presentation by the owner thereof.
If moneys sufficient for the payment of such redemption price are held by or on behalf of th(,-*
paying agent, the described Certificates of Obligation shall become due and payable on thir.
redemption date specified, and the interest thereon shall cease to accrue from and after th;i
redemption date.
In compliance with section 3406 of the Internal Revenue Code of 1986, payors making
certain payments due on debt securities may be obligated to deduct and withhold 30 percent of
such payment from the remittance to any payee who has failed to provide such payor with a valid
taxpayer identification number. To avoid the imposition of the withholding of tax, such payees
should submit a taxpayer identification number when surrendering the bonds for redemption.
NOTICE IS FURTHER GIVEN that all Bonds should be submitted to one of the following
address:
First Class/Registered/
Certified Mail
The Bank of New York
Mellon Trust Company, N.A
Global Corporate Trust
P.O. Box 396
East Syracuse, New York
13057
ME
Express Delivery
Trust Company, N.A.
Global Corporate Trust
I I I Sanders Creek Parkway
East Syracuse, New York
13057
a., •p I=
Mellon Trust Company, N.A.
Global Corporate Trust
Corporate Trust Window
101 Barclay Street
IST Floor East
New York, New York 10286
By: The Bank of New York Mellon Trust Company, National Association
us