21-355ORDINANCE NO. 21-355
AMENDING
ORDINANCE ESTABLISHING THE
CITY OF DENTON
UTILITY SYSTEM EXTENDABLE COMMERCIAL PAPER FINANCING PROGRAM
AND AUTHORIZING
UTILITY SYSTEM REVENUE EXTENDABLE COMMERCIAL PAPER NOTES,
SERIES A
WHEREAS, the City of Denton, Texas (the “City” or the “Issuer”) is a home-rule
municipality, acting as such under the Constitution and laws of the State of Texas, has a population
in excess of 50,000, and has outstanding long-term indebtedness that is rated by a nationally
recognized rating agency for municipal securities in one of the four highest rating categories for
long-term obligations; and
WHEREAS, the City Council of the City (the “City Council”) authorized the issuance and
payment of up to $100,000,000 aggregate principal amount of “City of Denton Utility System
Revenue Extendable Commercial Paper Notes, Series A“ (the “ECP Notes”) pursuant to the
“Ordinance Establishing The City of Denton Utility System Extendable Commercial Paper
Financing Program and Authorizing Utility System Revenue Extendable Commercial Paper Notes,
Series A“ adopted on January 12, 2021 (the “ECP Ordinance”), providing for the issuance of the
ECP Notes; and
WHEREAS, the City Council now desires to amend the ECP Ordinance to authorize the
issuance and payment of up to $300,000,000 aggregate principal amount of the ECP Notes; and
WHEREAS, the meeting was open to the public and public notice of the time, place and
purpose of said meeting was given pursuant to Chapter 551, Texas Government Code; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS :
Section 1. Recitals; Definitions. The statements, findings, representations, and
determinations set forth in the recitals to this Ordinance are hereby incorporated into and made a
part of this Ordinance for all purposes. Capitalized terms not defIned herein have the same meaning
as assigned in the ECP Ordinance.
Section 2. Amendment to ECP Ordinance. Pursuant to Section 6.02(a)(v) of the
ECP Ordinance, the ECP Ordinance will be amended as follows in this Section. The amendment
shall take effect upon the approval of the Attorney General of the State of this Ordinance, and
other agreements and proceedings as may be required in connection therewith, as described in
Section 4 hereof. Any and all of the terms and provisions of the ECP Ordinance shall, except as
amended hereby, remain in full force and effect.
Page 1
(a) The defined term “Authorized Amount” is hereby amended and restated in its
entirety as follows:
“Authorized Amount“ means $300,000,000.
Section 3.Dealer Agreement; Issuing and Paying Agent Agreement.
(a) A City Authorized Representative, acting for and on behalf of the Issuer, is
authorized to approve, enter into and carry out amendments and supplements to the Dealer
Agreement dated as of February 1, 2021 (the “Dealer Agreement”), between the Issuer and J.P.
Morgan Securities LLC, that are necessary or acceptable in connection with the amendment of the
ECP Ordinance.
(b) A City Authorized Representative, acting for and on behalf of the Issuer, is
authorized to approve, enter into and carry out amendments and supplements to the Issuing and
Paying Agent Agreement dated as of February 1, 2021 (the “Issuing and Paying Agent
Agreement”), between the Issuer and U.S. Bank National Association, as Issuing and Paying
Agent, that are necessary or acceptable in connection with the amendment of the ECP Ordinance.
Section 4. Approval of Attorney General. The amendment to the ECP Ordinance
herein authorized shall not become effective until the Attorney General of the State shall have
approved this Ordinance, and other agreements and proceedings as may be required in connection
therewith, all as is required by the Acts.
Section 5. Further Procedures. The Mayor and Mayor Pro Tem, the City Authorized
Representatives and the City Secretary, and all other officers, employees and agents of the Issuer
are hereby authorized and directed, jointly and severally, to do any and all things and to execute
and deliver any and all documents which they may deem necessary or advisable in order to
effectuate the purposes of this Ordinance, the ECP Ordinance, the Dealer Agreement, and the
Issuing and Paying Agent Agreement. In addition, the Mayor and Mayor Pro Tem, the City
Secretary, the City Authorized Representatives, and Bond Counsel are hereby authorized to
approve, subsequent to the date of adoption of this Ordinance, any amendments to the above named
documents, and any technical amendments to this Ordinance as may be required by a Rating
Agency as a condition to the granting or maintaining of a rating on the ECP Notes acceptable to a
City Authorized Representative, or as may be required by the Office of the Attorney General of
the State in connection with the approval of this Ordinance or to correct any ambiguity or mistake
or properly or more completely document the transactions contemplated and approved by this
Ordinance.
The motion to approve this Ordinance was made by --:ha)aN Eand seconded by
Page 2
This Ordinance was passed and approved by the following vote [Zz – H :
Aye
.,'’
/
34
,/
-/
/
Nay Abstain Absent
Mayor Gerard Hudspeth:
Birdia Johnson. District 1:
Connie Baker, District 2 :
Jesse L. Davis, District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
V‘
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
Page 3
PASSED, APPROVED AND EFFECTIVE this 23'd day of February, 2021.
,Aceia:i(=R
ATTEST:
ROSA RIOS, CITY SECRETARY
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BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Digitally signed by Mack
BY: a'„Z ahA,J
Reinwand
Date: 2021.02.19 16:01 :33
Page 4
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS '
COUNTY OF DENTON '
CITY OF DENTON '
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in a SPECIAL CALLED MEETING ON THE 23RD
DAY OF FEBRUARY, 2021, at the Municipal Building (City Hall), and the roll was called of the duly
constituted officers and members of said City Council, to-wit:
Gerard Hudspeth, Mayor John Ryan
Birdia Johnson Deb Armintor
Connie Baker Paul Meltzer
Jesse L. Davis
and all of said persons were present, thus constituting a quorum. Whereupon, among other business,
the following was transacted at said Meeting: a written
ORDINANCE AMENDING ORDINANCE ESTABLISHING THE CITY OF
DENTON UTILITY SYSTEM EXTENDABLE COMMERCIAL PAPER
FINANCING PROGRAM AND AUTHORIZING UTILITY SYSTEM REVENUE
EXTENDABLE COMMERCIAL PAPER NOTES, SERIES A
was duly introduced for the consideration of said City Council and duly read. It was then duly moved
and seconded that said Ordinance be passed; and, after due discussion, said motion, carrying with it
the passage of said Ordinance, prevailed and carried by the following vote:
AYES: 6 NOES: 1 ABSTENTIONS: 0
2. That a true, full, and correct copy of the aforesaid Ordinance passed at the Meeting described
in the above and foregoing paragraph is attached to and follows this certificate; that said Ordinance
has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing
paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting
pertaining to the passage of said Ordinance; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers and members of said City Council as
indicated therein; and that each of the officers and members of said City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place, and purpose of the
aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said
Meeting; and that said Meeting was open to the public, and public notice of the time, place, and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code.
3. That the Ordinance has not been modified, amended or repealed and is in full force and
effect on and as of the date hereof.
4. That the Mayor of said City has approved, and hereby approves, the aforesaid Ordinance;
that the Mayor and the City Secretary of said City have duly signed said Ordinance; and that the Mayor
and the City Secretary of said City hereby declare that their signing of this certificate shall constitute
the signing of the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED this
,_Z#2)2 /
MayorCity Secretary
b\\IIft 1 1:1114
(SEA
We) the undersigned, being respectively the City Attorney and the Bond Attorneys of the City
of Denton, Texas, hereby certify that we prepared and approved as to legality the attached and
following Ordinance prior to its passage as aforesaid.
7_I'M
City Attorney
0&d vb.
Bond AttoriC
Certificate for Ordinance
City of Denton Utility System Extendable Commercial Paper Financing Program
Utility System Revenue Extendable Commercial Paper Notes, Series A
February 26, 2021
Page 1
ORDINANCE N0. 21-355
AMENDING
ORDINANCE ESTABLISHING THE
CITY OF DENTON
UTILITY SYSTEM EXTENDABLE COMMERCIAL PAPER FINANCING PROGRAM
AND AUTHORIZING
UTILITY SYSTEM REVENUE EXTENDABLE COMMERCIAL PAPER NOTES,
SERIES A
WHEREAS, the City of Denton, Texas (the “City” or the “Issuer”) is a home-rule
municipality, acting as such under the Constitution and laws of the State of Texas, has a population
in excess of 50,000, and has outstanding long-term indebtedness that is rated by a nationally
recognized rating agency for municipal securities in one of the four highest rating categories for
long-term obligations; and
WHEREAS, the City Council of the City (the “City Council”) authorized the issuance and
payment of up to $100,000,000 aggregate principal amount of “City of Denton Utility System
Revenue Extendable Commercial Paper Notes, Series A” (the “ECP Notes”) pursuant to the
“Ordinance Establishing The City of Denton Utility System Extendable Commercial Paper
Financing Program and Authorizing Utility System Revenue Extendable Commercial Paper Notes,
Series A” adopted on January 12, 2021 (the “ECP Ordinance”), providing for the issuance of the
ECP Notes; and
WHEREAS, the City Council now desires to amend the ECP Ordinance to authorize the
issuance and payment of up to $300,000,000 aggregate principal amount of the ECP Notes; and
WHEREAS, the meeting was open to the public and public notice of the time, place and
purpose of said meeting was given pursuant to Chapter 551, Texas Government Code; NOW,
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
Section 1. Recitals; Definitions. The statements, findings, representations, and
determinations set forth in the recitals to this Ordinance are hereby incorporated into and made a
part of this Ordinance for all purposes. Capitalized terms not defined herein have the same meaning
as assigned in the ECP Ordinance.
Section 2. Amendment to ECP Ordinance. Pursuant to Section 6.02(a)(v) of the
ECP Ordinance, the ECP Ordinance will be amended as follows in this Section. The amendment
shall take effect upon the approval of the Attorney General of the State of this Ordinance, and
other agreements and proceedings as may be required in connection therewith, as described in
Section 4 hereof. Any and all of the terms and provisions of the ECP Ordinance shall, except as
amended hereby, remain in full force and effect.
Page 2
(a) The defined term “Authorized Amount” is hereby amended and restated in its
entirety as follows:
“Authorized Amount” means $300,000,000.
Section 3. Dealer Agreement; Issuing and Paying Agent Agreement.
(a) A City Authorized Representative, acting for and on behalf of the Issuer, is
authorized to approve, enter into and carry out amendments and supplements to the Dealer
Agreement dated as of February 1, 2021 (the “Dealer Agreement”), between the Issuer and J.P.
Morgan Securities LLC, that are necessary or acceptable in connection with the amendment of the
ECP Ordinance.
(b) A City Authorized Representative, acting for and on behalf of the Issuer, is
authorized to approve, enter into and carry out amendments and supplements to the Issuing and
Paying Agent Agreement dated as of February 1, 2021 (the “Issuing and Paying Agent
Agreement”), between the Issuer and U.S. Bank National Association, as Issuing and Paying
Agent, that are necessary or acceptable in connection with the amendment of the ECP Ordinance.
Section 4. Approval of Attorney General. The amendment to the ECP Ordinance
herein authorized shall not become effective until the Attorney General of the State shall have
approved this Ordinance, and other agreements and proceedings as may be required in connection
therewith, all as is required by the Acts.
Section 5. Further Procedures. The Mayor and Mayor Pro Tem, the City Authorized
Representatives and the City Secretary, and all other officers, employees and agents of the Issuer
are hereby authorized and directed, jointly and severally, to do any and all things and to execute
and deliver any and all documents which they may deem necessary or advisable in order to
effectuate the purposes of this Ordinance, the ECP Ordinance, the Dealer Agreement, and the
Issuing and Paying Agent Agreement. In addition, the Mayor and Mayor Pro Tem, the City
Secretary, the City Authorized Representatives, and Bond Counsel are hereby authorized to
approve, subsequent to the date of adoption of this Ordinance, any amendments to the above named
documents, and any technical amendments to this Ordinance as may be required by a Rating
Agency as a condition to the granting or maintaining of a rating on the ECP Notes acceptable to a
City Authorized Representative, or as may be required by the Office of the Attorney General of
the State in connection with the approval of this Ordinance or to correct any ambiguity or mistake
or properly or more completely document the transactions contemplated and approved by this
Ordinance.
Page 3
The motion to approve this Ordinance was made by Jesse L. Davis and seconded by John
Ryan. This Ordinance was passed and approved by the following vote [6 – 1]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: X
Birdia Johnson, District 1: X
Connie Baker, District 2: X
Jesse L. Davis, District 3: X
John Ryan, District 4: X
Deb Armintor, At Large Place 5: X
Paul Meltzer, At Large Place 6: X
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
PASSED, APPROVED AND EFFECTIVE this 23'd day of February, 202 1.
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY 1\\11111111
BY:£J£2/;JJb=
APPROVED AS TO LEGAL FORM:
AARON LEAL. CITY ATTORNEY