22-22722-227ORDINANCE NO.
AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TOTHE ISSUANCE, SALE AND DELIVERY OF UP TO $100,000,000 1N PRINCIPALAMOUNT OF “CITY OF DENTON GENERAL OBLIGATION REFUNDING BONDS”;AUTHORIZING THE ISSUANCE OF THE BONDS; DELEGATING THEAUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE CERTAINDOCUMENTS RELATING TO THE SALE OF THE BONDS; APPROVING ANDAUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAIDBONDS; ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; ANDPROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Denton, Texas (the “Issuer”) is a home-rule municipality, acting as suchunder 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, by virtue of an election held within the Issuer on November 5, 2019 (the “Bond
Election”), this City Council became authorized to issue, sell and deliver the general obligation bonds of
the Issuer in an aggregate principal amount not to exceed $220,900,000 for the acquisition of property and
making improvements for public purposes in said Issuer for (i) street improvements in the aggregate
principal amount of $154,000,000, (ii) public safety facilities for the police department in the aggregate
principal amount of $61,900,000, and (iii) acquisition of land for parks in the aggregate principal amount
of $5,000,000; of which there have been issued heretofore, as described in Schedule 1 attached hereto and
incorporated herein; and
WHEREAS, pursuant to a Master Ordinance Establishing the City of Denton Extendable
Commercial Paper Financing Program and Authorizing Extendable Commercial Paper Notes, Series A,
adopted on April 7, 2020 (the “Master ECP Ordinance”), the Issuer has authorized to be outstanding the
following described obligations:
City of Denton Extendable Commercial Paper Notes, Series A (Tax-Exempt) and City of
Denton Extendable Commercial Paper Notes, Series A (Taxable), in the aggregate original
principal amount not to exceed $100,000,000 at any time (collectively, the “ECP Series A
Notes”); and
WHEREAS, the Issuer now desires to refund all or part of the ECP Series A Notes (the “Eligible
Refunded Notes,” and those Eligible Refunded Notes designated by the Pricing Officer in a Pricing
Certificate, each as defined below, to be refunded are herein referred to as the “Refunded Notes”); 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, together with any other
available funds or resources, directly with a paying agent for the Refunded Notes or a trust company or
commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and
such deposit, if made before the payment dates of the Refunded Notes, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded Notes; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow or similar agreement
with such paying agent for the Refunded Notes or trust company or commercial bank with respect to the
safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such termsand conditions as the Issuer and such paying agent or trust company or commercial bank may agree; and
WHEREAS, the City Council hereby specifies that to the extent the principal amount of the
refunding bonds authorized hereby, together with any net premium thereon, exceeds the principal amount
of the Refunded Notes, such difference shall be counted against the principal amount of bonds authorized
by the Bond Election; and
WHEREAS, the issuance of the Bonds and the application of the proceeds of the Bonds to refund
the Refunded Notes, which consist of extendable commercial paper notes, makes it impracticable to
determine the maximum amount by which the aggregate amount of payments to be made under the Bonds
exceeds the aggregate amount of payments that would have been made under the terms of the Refunded
Notes for purposes of Section 1207.008(a)(2), Texas Government Code; and
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the bestinterests of the Issuer to refund the Refunded Notes in accordance with this Ordinance, with the terms of
any series of Bonds issued to be included in a pricing certificate (a “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 Chapter 1371, Texas Government Code (“Chapter 1371 ”); and
WHEREAS, all the Refunded Notes mature or are subject to redemption prior to maturity within
20 years of the date of the bonds hereinafter authorized; 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 ORDAfNS:
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 sameforce 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 for a Series of Bonds (each an “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. The term “Series ” or “Series of Bonds ”
shall mean any designated series of Bonds issued pursuant to this Ordinance.
(c) The Bonds of the City of Denton, Texas (the “Issuer”) are hereby authorized to be issued and
delivered in one or more Series in the maximum aggregate principal amount of $100,000,000 for the public
purpose of refunding the Refunded Notes, and to pay the costs associated with the issuance of the Bonds.
With each Series of Bonds, the Pricing Officer shall set forth in the Pricing Certificate for such Series, based
on the purposes for which the Refunded Notes to be refunded with the Series of Bonds were issued, the
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amount of Bonds allocable to public purposes of (i) street improvements, (ii) public safety facilities for the
police department, and (iii) acquisition of land for parks, all in accordance with and subject to the Bond
Election bond propositions.
(d) Each Series of Bonds issued pursuant to this Ordinance shall be designated: “CITY OF
DENTON GENERAL OBLIGATION REFUNDING BOND” with each Series of Bonds having a year
designation for the year in which such Series of Bonds is issued, and having a letter designation followingthe year, starting with '’ A", and with such changes as designated by the Pricing Officer pursuant to Section
2 hereof For each Series of Bonds there shall be 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 registeredassignee or assignees of said Bonds or any portion or portions thereof (in each case, the “RegisteredOwner”). Each Series of 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 for such Series.
SECTION 2. DELEGATION TO PRICING OFFICER.
(a) As authorized by Sections 1207.007 and 1371.053, Texas Government Code, as amended, the
City Manager or the Chief Financial Officer (the “Pricing Officer”) is hereby authorized to act on behalf of
the Issuer in selling and delivering the Bonds, determining which of the Eligible Refunded Notes shall be
refunded and carrying out the other procedures specified in this Ordinance, including, determining the dateof sale of the Bonds of each Series, the date of the Bonds of a Series, any additional or different designation
or title by which a Series of Bonds shall be known, including a Series designation, the price at which the
Bonds of each Series will be sold, the years in which each Series of 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 paymentand record dates, the price and terms upon and at which a Series of Bonds shall be subject to redemption
prior to maturity at the option of the Issuer, as well as any mandatory sinking fund redemption provisions,
and all other matters relating to the issuance, sale, and delivery of each Series of Bonds and the refundingof the Refunded Notes, including without limitation establishing the redemption date for and effecting the
redemption of Refunded Notes and obtaining municipal bond insurance for all or any portion of a Series of
Bonds (including in connection therewith the execution of any commitment agreements, membership
agreements in mutual insurance companies, and other similar agreements) and providing for the terms and
provisions thereof applicable to the Series of Bonds, all of which shall be specified in the Pricing Certificate
for the Series of Bonds; provided that:
(1)
(ii)
the aggregate original principal amount of the Bonds shall not exceed $100,000,000;
the maximum stated maturity of the Bonds shall not exceed 25 years from the date of
issuance ;
(iii)the Bonds shall bear interest at a fixed rate, and the net effective interest rate on the Bonds
shall not exceed the maximum net effective interest rate permitted by law to be paid onobligations issued or incurred by the Issuer in the exercise of its borrowing powers
(prescribed by Chapter 1204, Texas Government Code, as amended);
(iv)the delegation made hereby shall expire if not exercised by the Pricing Officer through
execution of a Pricing Certificate on or prior to February 15, 2023; and
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(vi)on or prior to delivery, the Bonds shall be rated by a nationally recognized rating agencyfor municipal securities in one of the four highest categories for long-term obligations.
(b) in establishing the aggregate principal amount of a Series of Bonds, the Pricing Officer shallestablish an amount not exceeding, in aggregate with any other Series of Bonds, the amount authorized in
Subsection (a) hereof, which shall be sufficient in amount to provide for the purposes for which the Series
of Bonds are authorized and to pay costs of issuing the Bonds. Each Series of Bonds shall be sold with and
subject to such terms as set forth in the Pricing Certificate for such Series.
SECTION 3. CHARACTERISTICS OF THE BONDS.
(a) Registration, Transfer, Conversion and Exchange; Authentication. The Issuer shall keep orcause to be kept at the principal corporate trust office of BOKF, NA, Dallas, Texas (the “Paying
Agent/Registrar”) books or records for the registration of the transfer, conversion and exchange of the
Bonds (the “Registration Books”), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar
and transfer agent to keep such books or records and make such registrations of transfers, conversions andexchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and
the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as hereinprovided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the
Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing
of the address to which payments shall be mailed, and such interest payments shall not be mailed unlesssuch notice has been given. The Issuer shall have the right to inspect the Registration Books during regular
business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the
Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by
any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges
for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds.
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner
provided and with the effect stated in the Form of Bond set forth in this Ordinance. Each substitute Bond
shall bear a letter and/or number to distinguish it from each other Bond.
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 suchBond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange.
No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the
Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond
or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of
the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or typed on paper of
customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty ofconversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and,
upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, andenforceable in the same manner and with the same effect as the Bonds that initially were issued and
delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the “Attorney
General”) and registered by the Comptroller of Public Accounts of the State of Texas (the “Comptroller”).
(b) Payment of BOnds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this
Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and
the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and
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all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest
on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest 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 past due interest shall be sent atleast five (5) business days prior to the Special Record Date by United States mail, first-class postage
prepaid, to the address of each Registered Owner appearing on the Registration Books at the close ofbusiness on the last business day next preceding the date of mailing of such notice.
(c) in General. The Bonds of each Series (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be
given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date),
(iii) may be converted and exchanged for other Bonds of the Series, (iv) may be transferred and assigned,
(v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principalof and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all
as provided, and in the manner and to the effect as required or indicated, in the Form of Bond set forth inthis Ordinance (as modified in a Pricing Certificate). The Initial Bond for each Series is not required to be,and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in
conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar
shall execute the Paying Agent/Registrar's Authentication Certificate, in the form set forth in the Form ofBond
(d) Paying Agent/Registrar for the Bonds. The Issuer covenants with the Registered Owners ofthe Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally
qualified bank, trust company, financial institution, or other entity to act as and perform the services of
Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be a
single entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar
upon not less than 60 days written notice to the Paying Agent/Registrar, to be effective not later than 60
days prior to the next principal or interest payment date after such notice. In the event that the entity at any
time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should
resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and
legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar
under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent
books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice
thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by UnitedStates mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be
deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall bedelivered to each Paying Agent/Registrar.
(e) Authentication. Except as provided below, no Bond shall be valid or obligatory for any purpose
or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the PayingAgent/Registrar’s Authentication Certificate substantially in the form provided in this Ordinance, duly
authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same
authorized representative of the Paying Agent/Registrar sign the Paying Agent/Registrar’s AuthenticationCertificate on all of the Bonds. In lieu of the executed Paying Agent/Registrar’s Authentication Certificate
described above, the Initial Bond of each Series delivered on the closing date shall have attached thereto
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the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manuallyexecuted by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the
Initial Bond has been duly approved by the Attorney General and that it is a valid and binding obligation of
the Issuer, and has been registered by the Comptroller.
(f) Book-Entry-Only System. The Pricing Officer shall designate in the Pricing Certificate for a
Series of Bonds whether such Series are to be issued utilizing the book-entry-only system with The
Depository Trust Company, New York, New York (“DTC”). Any Series of Bonds so designated shall be
subject to the provisions in this subsection (f) and subsections (g), (h) and (i) and elsewhere in thisOrdinance regarding DCT and other securities depositories.
The Bonds issued in exchange for the Initial Bond shall be initially issued in the form of a separate
single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each
such Bond shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided insubsection (g) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., asnominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and
the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC wascreated (“DTC Participant”) to hold securities to facilitate the clearance and settlement of securities
transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an
interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of
DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the 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. Notwithstanding any other provision of this
Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider
the person in whose name each Bond is registered in the Registration Books as the absolute owner of such
Bond for the purpose of payment 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 PayingAgent/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 interest checks being mailed to the Registered Owner at theclose of business on the Record Date, the words “Cede & Co.” in this Ordinance shall refer to such newnominee 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 fullyapplicable to the Bonds.
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(g) Successor Securities Depository; Transfers Outside Book-Entry-Only System. In the event thatthe 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 andtransfer 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 or exchanging Bonds shall designate, in accordance with
the provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision 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 such Bond shall be made and given,respectively, in the manner provided in the Blanket Issuer Letter of Representations to DTC.
(i) Cancellation of Initial Bond. On the closing date, the Initial Bond of a Series, representing the
entire principal amount of that Series of Bonds, payable in stated installments to the purchaser designatedin 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 purchaser one registered
definitive Bond for each year of maturity of 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 for DTC.
a) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds,
unless the prerequisites to such redemption required by this Ordinance have been met and moneys sufficient
to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice 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, suchnotice shall be of no force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/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 (“Form of Bond”), including the formof Paying Agent/Registrar’s Authentication Certificate, the form of Assignment and the form ofComptroller'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 for a Series of Bonds.
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(a) [Form of Bond]
NO. R-UNITED STATES OF AMERICASTATE OF TEXASCITY OF DENTONGENERAL OBLIGATION REFUNDING BONDSERIES 20
PR[NCIPALAMOUNT
$
Interest Rate Dated Date Maturity Date CUSIP No.
, 20
REGISTERED OWNER:
PRINCIPAL AMOUNT:DOLLARS
ON THE MATURITY DATE specified above, the City of Denton, in Denton County, Texas (the
“Issuer”), being a political subdivision and municipal corporation of the State of Texas, hereby 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 the Delivery Date at the Interest Rate per annum specified above. Interest is payable
on , 20 and semiarmually 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 shall bear interest from the interest payment date next preceding the date ofauthentication, 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.
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 BOKF, NA, Dallas, 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 Registered Owner hereof on each interest payment date by check or
draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solelyfrom, 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 bysuch 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
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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 after the Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered
Owner of a Bond appearing on the Registration Books at the close of business on the last business day nextpreceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturityas 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 sameforce and effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated . 20 . authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $ for the publicpurpose of refunding the Refunded Notes, and 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
prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the particular 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 plusaccrued interest to the date fixed for redemption.]
[THE BONDS scheduled to mature on in the years and ( the “Term
Bonds”) are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any
other customary method that results in a random selection, at a 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 followingschedule
Page 9
Term Bond
Maturity: February 15, 20_
Term Bond
Maturity: February 15,20
PrincipalAmount
$
PrincipalAmount
$
Mandatory Redemption Date
February 15,20_
February 15,20
February 15,20_
February 15,20 (maturity)
Mandatory Redemption Date
February 15,20_
February 15,20
February 15,20_
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 pricenot 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 request of the Issuer at a price not exceeding the principal amount ofsuch Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to
the optional redemption provisions and not theretofore credited against a mandatory redemption
requirement.]
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior tomaturity 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 the redemption
price from the Paying Agent/Registrar out of the funds provided for such payment. 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 theRegistered 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 agent immediately available funds
sufficient to redeem all the Bonds called for redemption, such notice 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 notice of redemption was given that such moneys were not so received
or such prerequisites were not met and shall rescind the redemption.
Page 10
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, thisBond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds,
without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case
may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in
writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of
this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures
set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond
must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee
or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be
registered. The Form of Assignment printed or endorsed on this Bond may be executed by the Registered
Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of
assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond
or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's
reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging
any Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmentalcharges 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 performed,
exist and be done precedent to or in the authorization, issuance and delivery of this 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, 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.
Page 11
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 causedthe official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature)
City Secretary
(signature)Mayor
(SEAL)
[rNSERT BOND INSURANCE LEGEND, IF ANY]
(b) [Form of Paying Agent/Registrar's Authentication Certificate]
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 certified that this Bond has been issued under the provisions of the Bond Ordinancedescribed in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or
in exchange for, a bond, bonds, or a portion of a bond or bonds of a series that originally was approved by
the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the Stateof Texas
Dated:
BOKF, NA, Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(c) [Form of Assignment]
ASSIGNMENT
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 Transferee.)
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.
Dated:
Page 12
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized
srgnature guarantee program.
NOTICE: The signature above must correspond
with the name of the Registered Owner as itappears upon the front of this bond in every
particular, without alteration or enlargement or
any change whatsoever.
(d) [Form ofComptroller's Registration Certificate]
COMPTROLLER’S REGISTRATION CERTIFICATE: REGISTER NO
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 PublicAccounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) [Initial Bond Insertions]
(i) The Initial Bond for each Series of Bonds shall be in the form set forth in paragraph (a) of
this Section, except that:
A. 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 No. ” shallbe deleted.
B. the first paragraph shall be deleted and the following will be inserted:
“THE CITY OF DENTON, TEXAS, in Denton County, Texas (the “Issuer”), 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 “Registered Owner”), on February 15 in each of the
years, in the principal installments and bearing interest at the per annum rates set forth in the following
schedule
Years Principal Installments Interest Rates
(Information from Pricing Certificate to be inserted)
Page 13
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 the Delivery Date at the respective Interest Rate per annum
specified above. Interest is payable on , 20_, and semiannually on each and
thereafter to the date of payment of the principal installment specified above, or the date of
redemption prior to maturity; except, that 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 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 fall.”
C. The Initial Bond shall be numbered “T-1.”
SECTION 5. INTEREST AND SINKING FUND
(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 amountof 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 comes due and such principal matures or is scheduled for redemption, are
hereby pledged 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 extent and by the amount of
the Surplus Revenues or other lawfully available funds then on deposit or budgeted and appropriated to bedeposited 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:
Page 14
(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 theBonds
(ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit
of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally availablefunds on hand at the time of the adoption of the annual budget, or a combination thereof, into the
Interest and Sinking Fund for the repayment of the Bonds; and
(iii) shall at all times maintain and collect sufficient Utility System rates and charges in conjunction
with any other legally available funds that, after payment of the costs of operating and maintaining
the Utility System, produce revenues in an amount not less than the debt service requirements of all
outstanding Utility System revenue bonds of the Issuer and other obligations of the Issuer which are
secured in whole or in part by a pledge of revenues of the Utility System and for which the Issuer is
budgeting the repayment of such obligations from the revenues of the Utility System, or the Issuer
shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the
Interest and Sinking Fund, in conjunction with any other legally available funds except Utility System
rates and charges, sufficient for the repayment of Utility System debt service 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 Bonds are outstanding and
unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under thisSection is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order
to preserve to the Registered Owners of the Bonds a security interest in said pledge, the Issuer agrees totake such measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security
interest in said pledge to occur.
SECTION 6. DEFEASANCE OF BONDS.
(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) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the “Future Escrow Agreement”) for such payment (1) lawful money of the
United States of America sufficient to make such payment or (2) Government Obligations that mature as to
principal and interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money to provide for such payment, and when proper arrangements 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 redeemDefeased 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
Page 15
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 immediatelyfollowing 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 inGovernment Obligations or the substitution of other Government Obligations upon the satisfaction of therequirements 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) Unless modified in a Pricing Certificate, 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, noncallable obligations of the United States of America, including
obligations that are unconditionally guaranteed by the United States ofAmerica, (ii) noncallable 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 asto investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent,
and (iii) noncallable 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 anationally 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
by this Ordinance.
(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.
SECTION 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the
same Series, principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost,
stolen or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar.
In every case of loss, theft or destruction of a Bond, the Registered Owner applying for a replacement Bond
Page 16
shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required
by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case
of loss, theft or destruction of a Bond, the Registered Owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may
be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event
any such Bond shall have matured, and no default has occurred that is then continuing in the payment of
the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment
of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing
a replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the
Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other
expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section
by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the
Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and
all other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government Code,
this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond
without necessity of further action by the governing body of the 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 forother Bonds.
SECTION 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'SOPINION; CUSIP NUMBERS AND CONT[NGENT INSURANCE PROVISION, IF OBTAINED;ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Initial Bonds 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 of a Series said Comptroller (or a deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller’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 theIssuer'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 insured Bonds may bear an appropriate legend as provided by the insurer.
(b) The obligation of the Purchaser to accept delivery of a Series of Bonds is subject to the Purchaser
being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to
the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Series ofBonds to the Purchaser
Page 17
SECTION 9. COVENANTS REGARDING TAX EXEMPTION OF [NTEREST ON THE BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any
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 Issuercovenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of a Series of
Bonds or the projects financed therewith (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 a Series of 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 a Series of 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 a Series of 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 a Series of 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
Series of Bonds, other than investment property acquired with:
(A) proceeds of the Series of Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 90 days or less until such
proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of section
1.148-1(b) of the rules and regulations of the United States Department of the Treasury
(“Treasury Regulations”), and
(C) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Series of Bonds;
Page 18
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds
of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements
of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debtservice on another issue more than 90 days after the date of issue of the Bonds in contravention of
the requirements of section 149(d) of the Code (relating to advance refundings); and
(9) to pay to the United States ofAmerica at least once during each five-year period (beginning
on the date of delivery of a Series of Bonds) an amount that is at least equal to 90 percent of the
“Excess Earnings,” within the meaning of section 148(f) of the Code and to pay to the United States
of America, not later than 60 days after the Series of Bonds have been paid in full, 100 percent of the
amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(9), 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) Use of Proceeds. 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 provisionsof 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 bondcounsel, 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 imposeadditional 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 theexemption from federal income taxation of interest on the Bonds under section 103 of the Code. In
furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or Pricing Officer toexecute any documents, certificates or reports required by the Code and to make such elections, on behalf
of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of theBonds
(d) Allocation of, and Limitation on, Expenditures for the Projects. The Issuer covenants to account
for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition
of the projects refinanced by the Bonds (the “Projects”) on its books and records in accordance with the
requirements of the Code. The Issuer recognizes that in order for the proceeds to be considered used for
the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of
the date that (1) the expenditure is made, or (2) the Projects are completed; but in no event later than three
years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer
recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment
earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery
of the Series of Bonds, or (2) the date the Series of Bonds are retired. The Issuer agrees to obtain the advice
of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that
such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the
issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply
Page 19
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 property constituting the Projects will not
be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless any action taken in connection with such disposition will not adversely affect the tax-
exempt status of the Bonds. For purposes of the foregoing, the Issuer may rely on an opinion of nationally-recognized bond counsel that the action taken in connection with such sale or other disposition will not
adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of theproperty 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 an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
SECTION 10. SALE OF BONDS; APPROVAL OF OFFICIAL STATEMENT; BONDINSURANCE; FURTHER PROCEDURES.
(a) Each Series of Bonds shall be sold and delivered subject to the provisions of Section 1 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 Series of 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. Each Series of Bonds shall initially be registered in the name of
the Purchaser or its designee.
(b) The Pricing Officer is hereby authorized to approve the preliminary official statement, the official
statement or any other offering document relating to a Series of Bonds and any addenda, supplement or
amendment thereto (collectively, the '’Offering Documents"). The District approves the distribution of such
Offering Documents in the reoffering of the Bonds by the Purchaser, with such changes therein or additions
thereto as a Pricing Officer may deem advisable.
(c) The Pricing Officer is authorized, in connection with effecting the sale of a Series of 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 Series of 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 of the Insurer relating to
the issuance of the Insurance Policy as set forth in the Pricing Certificate are incorporated by reference intothis Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this
Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to effect
the issuance 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 hereby expressly
authorized, empowered and directed from time to time and at any time to do and perform all such acts and
things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of
the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments,
whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms andprovisions of this Ordinance, any Pricing Certificate, 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
Page 20
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. [RESERVED]
SECTION 12. INVESTMENTS.
(a) The Issuer may invest amounts deposited into the Interest and Sinking Fund in investments
authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended.
(b) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required
by law for the security of public funds.
SECTION 13. COMPLIANCE WITH RULE 15c2- 12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to suchterms below:
“ Financial Obligation” means a (i) debt obligation, (ii) derivative instrument entered into in
connection with or pledged as security or a source of payment for, an existing or planned debt
obligation, or (iii) a guarantee of (i) or (ii); provided however, that a “financial obligation” shall
not include municipal securities as to which a final official statement (as defined in the Rule) has
been provided to the MSRB consistent with the Rule.
“MSRB’' means the Municipal Securities Rulemaking Board.
“ Rule “ means SEC Rule 1562-12, as amended from time to time.
“SEC ” means the United States Securities and Exchange Commission.
(b) Annual Reports.
(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 Offering Document for a Series of Bonds authorized
by this Ordinance, being the information described in the Pricing Certificate for the Series of Bonds.
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 for the Series of Bonds 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 suchFinancial 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 the fiscal year designated in the
Pricing Certificate for the Series of Bonds. 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 forthe applicable fiscal year, when and if the audit report on such Financial Statements becomes
Page 2 1
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 the date
of the new fiscal year end) prior to the next date 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 document (including an official statement
or other offering document, if it is available from the MSRB) that theretofore has been provided to
the MSRB or filed with the SEC.
(c) Event Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a
timely manner (but not in excess often business days after the occurrence of the event) of any of the
following events with respect to a Series of Bonds, if such event is material within the meaning ofthe federal securities laws :
1
2
3
4
5.
Non-payment related defaults;
Modifications to rights of holders of the Series of Bonds;
Bond calls;
Release, substitution, or sale of property securing repayment of the Series ofBonds;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;
Appointment of a successor or additional trustee or the change of name of a trustee ;and
Incurrence of a Financial Obligation of the Issuer or agreement to covenants,
events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the Issuer, any of which affect security holders.
6
7.
(ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a
timely manner (but not in excess often business days after the occurrence of the event) of any of the
following events with respect to a Series of Bonds, without regard to whether such event is considered
material within the meaning of the federal securities laws:
12
34
5.
Principal and interest payment delinquencies;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (1RS Form5701BTEB) or other material notices or determinations with respect to the
tax-exempt status of the Series of Bonds, or other material events affecting the
tax-exempt status of the Series of Bonds;
Tender offers;
Defeasances;
6
7
Page 22
8.9
10.
Rating changes;
Bankruptcy, insolvency, receivership or similar event of an obligated person; and
Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of whichreflect financial difficulties.
(iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to
provide financial information or operating data in accordance with subsection (b) of this Section by
the time required by such subsection.
(d)Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this Section
for a Series of Bonds for so long as, but only for so long as, the Issuer remains an “obligated person”
with respect to the Series of 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 Series of 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 Section and does not hereby undertake to provide
any other information that may be relevant 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.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THEREGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANYBREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OFANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OFANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCHBREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFICPERFORMANCE.
(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 theduties of the Issuer under federal and state securities laws.
(v) The provisions of this Section applicable to a Series of Bonds may be amended by theIssuer from time to time to adapt to changed circumstances that arise from a change in legal
requirements, a change in law, or a change in the identity, nature, status, or type of operations of theIssuer, but only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Bonds of the Series in the primary offering of the Bonds in compliance
with the Rule, taking into account any amendments or interpretations of the Rule since such offering
as well as such changed circumstances and (2) either (a) the Registered Owners of a majority in
Page 23
aggregate principal amount (or any greater amount required by any other provision of this Ordinancethat authorizes such an amendment) of the outstanding Series of Bonds consent to such amendment
or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel)
determined that such amendment will not materially impair the interest of the Registered Owners and
beneficial owners of the Series of 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 the Rule
or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only
if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully
purchasing or selling Bonds of the Series in the primary offering of the Bonds. If the Issuer so amends
the provisions of this Section, it shall include with any amended financial information or operating
data next provided in accordance with subsection (b) of this Section an explanation, in narrative form>
of the reason for the amendment and of the impact of any change in the type of financial informationor operating data so provided.
(e) Amendment of the Rule. The provisions of this Section shall be revised by the Pricing Officer to
reflect the requirements of the Rule if the Rule is amended after the adoption of this Ordinance but prior to
the delivery of a Series of Bonds so as to permit an underwriter to purchase or sell the Series of Bonds in
the primary offering of the Series in compliance with the Rule. Any such revisions shall be set forth in thePricing Certificate for the Series of Bonds and are incorporated by reference into this Ordinance and made
a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary.
(f) Applicability of Section. Each Pricing Certificate shall designate whether this Section is to beapplicable to the Series of Bonds issued pursuant to the Pricing Certificate.
SECTION 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend thisOrdinance 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) grantadditional 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 interestsof the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in
regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions
of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affectthe interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of a Series of Bonds aggregating in
principal amount a majority of the aggregate principal amount of then outstanding Bonds of that Series that
are the subject of a proposed amendment shall have the right from time to time to approve any amendment
hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent
of 100% of the holders in aggregate principal amount of the then outstanding Bonds of a Series, nothing
herein contained shall permit or be construed to permit amendment of the terms and conditions of thisOrdinance or in any of the Bonds of a Series so as to:
( 1) Make any change in the maturity of any of the outstanding Bonds of the Series;
(2) Reduce the rate of interest borne by any of the outstanding Bonds of the Series;
Page 24
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any
outstanding Bonds of the Series;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Bonds of the Series 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 of the Series necessaryfor 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. 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 principalamount of all of the Bonds of a Series 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 in aggregate principal amount of the affected
Series of Bonds then outstanding, have, prior to the attempted revocation, consented to and approved theamendment.
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.
SECTION 15. DEFAULT AND REMEDIES.
(a) Events of Default. 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
Page 25
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) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered Owner
or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor,
may proceed against the Issuer for the purpose of protecting and enforcing the rights of the RegisteredOwners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or
at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that
may be unlawful or in violation of any right of the Registered Owners hereunder or any combinationof such remedies.
(ii) it is provided that all such proceedings shall be instituted and maintained for the equalbenefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition toevery 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 toaccelerate 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 representations contained
in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or agents of the Issuer or the members of its governing body.
SECTION 16. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. In
furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Mayor or a Pricing
Officer are further authorized to enter into and execute on behalf of the Issuer with the escrow agent named
therein, an escrow agreement, deposit agreement or other 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 Notes. 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, (asdefined in the agreement), if any, and to authorize such contributions to the escrow fund as provided in the
agreement.
SECTION 17. REDEMPTION OF REFUNDED NOTES.
(a) The Refunded Notes shall be paid upon the earlier of their stated maturity dates or the earliest
redemption dates for which notice of redemption can be given pursuant to the Master ECP Ordinance, in
each case at a price of par plus accrued interest to the date of payment. As soon as practicable after sale ofa Series of Bonds, appropriate notices of redemption shall be delivered to the paying agent/registrar for the
Page 26
Refunded Notes to notify, in accordance with the requirements of the Master ECP Ordinance, the owners
of the Refunded Notes of the call for redemption thereof.
(b) in addition, the paying agent/registrar for the Refunded Notes is hereby directed to provide the
appropriate notices of redemption and defeasance as specified by the Master ECP Ordinance and is hereby
directed to make appropriate arrangements so that the Refunded Notes may be redeemed on their respective
redemption dates. The Refunded Notes shall be presented for redemption at the paying agent/registrartherefore, and shall not bear interest after the date fixed for redemption.
(c) Concurrently with the delivery of a Series of Bonds, the Issuer shall cause to be deposited an
amount from the proceeds from the sale of the Bonds, together with, to the extent necessary, available funds
of the Issuer, with the paying agent/registrar for the Refunded Notes or placed in escrow with the escrow
agent, pursuant to an escrow agreement approved in Section 16 of this Ordinance, sufficient to provide for
the payment at maturity or the refunding and redemption, on the date or dates fixed for redemption, of all
of the Refunded Notes, in accordance with Subchapter C of Chapter 1207, Texas Government Code, asamended
SECTION 18. APPROPRIATION. To pay the debt service coming due on the Bonds, if any, priorto receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on
hand, which are hereby certified to be on hand and available for such purpose, an amount, which togetherwith capitalized interest received from the sale of the Bonds, if any, will 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 Government Code
Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council.
SECTION 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word
in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional
by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of
this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect.
Page 27
The motion
Br! A\ n ' it .tO approve this ordinance was made by Jr JS,' Dcu fi and seconded
The ordinance was passed and approved by the following vote U - a] :
by
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :
Brian Beck, District 2:Jesse Davis. District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Mleltzer, At Large Place 6:
?'Nay Abstain Absent
£P/
Page 28
PASSED, APPROVED AND EFFECTIVE this 1 st day of March, 2022.
E R 'FmN
ATTEST:ROSA RIOS, CITY SECRETARY L\\\ tIll fIllaz ZZ JIi? r
APPROVED AS TO LEGAL FORM:
MACK RErNWAND, CITY ATTORNEY
*,JE":=:::-,„„"
SCHEDULE I
November 5, 2019 Election Voted Bonds
Unissued
BalancePurpose
Amount
Authorized
Amount
Previously Issued$
Street Improvements
Police Public Safety FacilitiesLand for Parks
$ 1 54,000,000$61 ,900,000
$5,000,000
$28,5 10,000
$44,000,000
SO
$ 125,490,000$ 17,900,000
$5,000,000
+ Includes principal and premium