2004-384ORDINANCE NO. 2004-
ORDINANCE
AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY
OF DENTON GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2004, LEVYING THE TAX TO PAY SAME, AND
APPROVING AND AUTHORIZING INSTRUMENTS AND
PROCEDURES RELATING THERETO; AND PROVIDING AN
EFFECTIVE DATE
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
WHEREAS, the City of Denton, Texas, heretofore has duly issued, and there are presently
outstanding, the following Series of Tax supported obligations:
City of Denton Certificates of Obligation, Series 1995 (the "Series 1995 Certificates of
Obligation"), dated February 15, 1995, scheduled to mature on February 15, 2006
through February 15, 2015, aggregating $1,350,000 (and being all of the outstanding
certificates of said series scheduled to mature on and after February 15, 2006);
City of Denton General Obligation Bonds, Series 1995 (the "Series 1995 Bonds"), dated
February 15, I995, scheduled to mature on February 15, 2006 through February 15, 2008
and including February 15, 2015, aggregating $350,000 (and being all of the outstanding
bonds of said series scheduled to mature on and after February 15, 2006);
City of Denton Certificates of Obligation, Series 1996 (the "Series 1996 Certificates of
Obligation"), dated May 1, 1996, scheduled to mature on February 15, 2007 through
February 15, 2010, aggregating $720,000 (and being all of the outstanding certificates of
said series scheduled to mature on and after February 15, 2007);
City of Denton General Obligation Bonds, Series 1996 (the "Series 1996 Bonds"), dated
May 1, 1996, scheduled to mature on February 15, 2007 through February 15, 2012,
aggregating $865,000 (and being all of the outstanding bonds of said series scheduled to
mature on and after February 15, 2007);
City of Denton General Obligation Bonds, Series 1997 (the "Series 1997 Bonds"), dated
April 1, 1997, scheduled to mature on February 15, 2009 through February 15, 2017,
aggregating $2,865,000 (and being all of the outstanding bonds of said series scheduled
to mature on and after February 15, 2009);
City of Denton Certificates of Obligation, Series 2000 (the "Series 2000 Certificates of
Obligations"), dated May 1, 2000, scheduled to mature on February 15, 2012 through
February 15, 2018 and including February 15, 2020, aggregating $1,395,000 (and being
all of the outstanding certificates of said series scheduled to mature on and after
February 15, 2012);
City of Denton General Obligation Bonds, Series 2000 (the "Series 2000 Bonds"), dated
May 1, 2000, scheduled to mature on February 15, 2012 through February 15, 2018 and
including February 15, 2020, aggregating $1,665,000 (and being all of the outstancFmg
bonds of said series scheduled to mature on and after February 15, 2012);
(collectively, the "Outstanding Obligations"), in the aggregate principal amount of $9,210,000; and
WHEREAS, the City Council of the City of Denton deems it necessary and advisable and in the
public interest to refund the Outstanding Obligations, and to authorize, issue, and deliver the bonds
hereinafter described; and
WHEREAS, the bonds hereinafter authorized are to be issued, sold, and delivered pursuant to
Chapter 1207, Texas Government Code, as amended, the City's Home Rule Charter and other applicable
laws; NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the City of
Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal
amount of $9,410,000, FOR THE PURPOSE OF OBTAINING FUNDS REQUIKED TO REFUND
$9,210,000 IN AGGREGATE PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF
THE CITY OF DENTON, TEXAS.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Orffmance
shall be designated: "CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND, SERIES
2004", and initially there shall be issued, sold, and delivered hereunder a single fully registered bond,
without interest coupons, payable in installments of principal (the "Initial Bond"), but the Initial Bond
may be assigned and transferred and/or converted into and exchanged for a like aggregate principal
amount of fully registered bonds, without interest coupons, having serial maturities, and in the denomina-
tion or denominations of $5,000 or any integral multiple of $5,000, all in the manner hereinafter
provided. The term "Bonds" as used in this OrcFmance shall mean and include collectively the Initial
Bond and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement
bonds issued pursuant hereto, and the term "Bonds" shall mean any of the Bonds.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND.
(a) The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as a
single fully registered Bond, without interest coupons, dated DECEMBER 1, 2004, in the denomination
and aggregate principal amount of $9,410,000, numbered R-l, payable in annual installments of principal
to the initial registered owner thereof, to-wit:
RBC DAIN RAUSHER INC.
or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case,
the "registered owner"), with the annual installments of principal of the Initial Bond to be payable on the
dates, respectively, and in the principal amounts, respectively, stated in the FORM OF INITIAL BOND
set forth in this Ordinance.
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(b) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due
dates of installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and
exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the
principal of and interest on the Initial Bond shall be payable, all as provided, and in the manner required
or indicated, in the FORM OF INITIAL BOND set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear interest f~om
the date of the Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment
or redemption, of the installments of principal of the Initial Bond, and said interest shall be payable, all in
the manner provided and at the rates and on the dates stated in the FORM OF INITIAL BOND set forth
in this Ordinance.
Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on
the Initial Bond, shall be substantially as follows:
FORM OF INITIAL BOND
NO. R-1 $9,410,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND
SERIES 2004
THE CITY OF DENTON, in Denton County, Texas (the "Issuer" or the "City"), being a political
subdivision of the State of Texas, hereby promises to pay to
RBC DAIN RAUSCHER INC.
or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case, the
"registered owner") the aggregate principal amount of
$9,410,000
(NINE MILLION FOUR HUNDRED TEN THOUSAND DOLLARS)
in annual installments of principal due and payable on FEBRUARY 15 in each of the years, and in the
respective principal amounts, as set forth in the following schedule:
PRINCIPAL PRINCIPAL
YEAR AMOUNT YEAg. AIvlOUNT
2006 $260,000 2014 $825,000
2007 550,000 2015 945,000
2008 570,000 2016 705,000
2009 740,000 2017 725,000
2010 775,000 2018 325,000
2011 595,000 2019 320,000
2012 955,000 2020 315,000
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2013 805,000
and to pay interest, calculated on the basis of a 360-day year composed of twelve 30-day months, from
the date of this Bond hereinafter stated, on the balance of each such installment of principal, respectively,
from time to time remaining unpaid, at the rates as follows:
2.50% per annum on the above installment due in 2006
2.75% per annum on the above installment due in 2007
3.00% per annum on the above installment due in 2008
3.00% per annum on the above installment due in 2009
3.50% per annum on the above installment due in 2010
3.75% per annum on the above installment due in 2011
4.00% per annum on the above installment due in 2012
4.25% per annum on the above installment due in 2013
4.00% per annum on the above installment due in 2014
5.00% per annum on the above installment due in 2015
5.00% per annum on thc above installment due in 2016
5.00% per annum on the above installment due in 2017
5.00% per annum on the above installment due in 2018
5.00% per annum on the above installment due in 2019
5.00% per annum on the above installment due in 2020
with said interest being payable on AUGUST 15, 2005, and semiannually on each FEBRUARY 15 and
AUGUST 15 thereafter while this Bond or any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCEPAL OF AND THE INTEREST ON this Bond are payable
in lawful money of the United States of America, without exchange or collection charges. The install-
ments of principal and the interest on this Bond are payable to the registered owner hereof through the
services of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, DALLAS, TEXAS, which is
the "Paying Agent]Registrar" for this Bond. Payment of all principal of and interest on this Bond shall be
made by the Paying Agent/Registrar to the registered owner hereof on each principal and/or interest
payment date by check, dated as of such date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the
"Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter pro-
vided; and such check shall be sent by the Paying Agent/Registrar by United States mall, first-class
postage prepaid, on each such principal and/or interest payment date, to the registered owner hereof, at
the address of the registered owner, as it appeared at the close of business on the last day of the month
next preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. The Issuer covenants with the registered owner of this Bond
that on or before each principal and/or 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 reqff~red to provide for the payment, in immediately available funds, of all principal of and inter-
est on this Bond, 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 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 which is not such a Saturday, Sunday, legal holiday, or day on
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which banking institutions are authorized to close; and payment on such date shall have the same force
and effect as if made on the original date payment was due.
THIS BOND has been authorized in accordance with the Constitution and laws of the State of
Texas FOR THE PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $9,210,000 IN
AGGREGATE PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF THE CITY OF
DENTON, TEXAS.
ON FEBRUARY 15, 2014, or on any date whatsoever thereafter, the unpaid installments of
principal of this Bond may be prepaid or redeemed prior to their scheduled due dates, at the option of the
Issuer, with funds derived from any available source, as a whole, or in part, at the prepayment or
redemption price of the par or principal amount thereof, plus accrued interest to the date fixed for
prepayment or redemption. If less than all of the Bonds are to be redeemed, the Issuer may select the
maturities of the Bonds to be redeemed. If less than all of the Bonds of any maturity are to be redeemed,
the Paying Agent/Registrar shall determine by lot the Bonds, or portions thereof, within such maturity to
be redeemed.
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written
notice of such prepayment or redemption shall be mailed by the Paying Agent/Registrar to the registered
owner hereof. By the date fixed for any such prepayment or redemption due provision shall be made by
the Issuer with the Paying Agent/Registrar for the payment of the required prepayment or redemption
price for this Bond or the portion hereof which is to be so prepaid or redeemed, plus accrued interest
thereon to the date fixed for prepayment or redemption. If such written notice of prepayment or redemp-
tion is given, and if due provision for such payment is made, all as provided above, this Bond, or the
portion thereof which is to be so prepaid or redeemed, thereby automatically shall be treated as prepaid
or redeemed prior to its scheduled due date, and shall not bear interest after the date fixed for its
prepayment or redemption, and shall not be regarded as being outstanding except for the right of the
registered owner to receive the prepayment or redemption price plus accrued interest to the date fixed for
prepayment or redemption from the Paying Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration Books all such prepayments or redemptions
of principal of this Bond or any portion hereof.
THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, or any unpaid
and unredeemed portion hereof in any integral multiple of $5,000, may be assigned by the initial
registered owner hereof and shall be transferred only in the Registration Books of the Issuer kept by the
Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions
set forth in the Bond Ordinance. Among other requirements for such transfer, this Bond must be
presented and surrendered to the Paying Agent/Registrar for cancellation, together with proper instru-
ments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment by the initial registered owner 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 transferred and registered. Any instrument or instruments
of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this
Bond or any such portion or portions hereof by the initial registered owner hereof. A new bond or bonds
payable to such assignee or assignees (which then will be the new registered owner or owners of such
new Bond or Bonds) or to the initial registered owner as to any portion of this Bond which is not being
assigned and transferred by the initial registered owner, shall be delivered by the Paying Agent/Registrar
in conversion of and exchange for this Bond or any portion or portions hereof, but solely in the form and
manner as provided in the next paragraph hereof for the conversion and exchange of this Bond or any
portion hereof. The registered owner of this Bond shall be deemed and treated by the Issuer and the
Paying AgenffRegistrar as the absolute owner hereof for all purposes, including payment and discharge
of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar
shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to the extant of the unpaid or
unredeemed principal balance hereof, may be converted into and exchanged for a like aggregate principal
amount of fully registered bonds, without interest coupons, payable to the assignee or assignees duly
designated in writing by the initial registered owner hereof, or to the initial registered owner as to any
portion of this Bond which is not being assigned and transferred by the initial registered owner, in any
denomination or denominations in any integral multiple of $5,000 (subject to the requirement hereinafter
stated that each substitute bond issued in exchange for any portion of this Bond shall have a single stated
principal maturity date), 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. If this Bond or any portion
hereof is assigned and transferred or converted each bond issued in exchange for any portion hereof shall
have a single stated principal maturity date corresponding to the due date of the installment of principal
of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at
the rate applicable to and borne by such installment of principal or portion thereof. Such bonds,
respectively, shall be subject to redemption prior to maturity on the same dates and for the same prices as
the corresponding installment of principal of this Bond or portion hereof for which they are being
exchanged. No such bond shall be payable in installmants, but shall have only one stated principal
maturity date. AS PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FORM
MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more
assignees, but the bonds issued and delivered in exchange for this Bond or any portion hereof may be
assigned and transferred, and converted, subsequently, as provided in the Bond Ordinance. The Issuer
shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring,
converting, and exchanging this Bond or any portion thereof, but the one requesting such transfer,
conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect
thereto. The Paying Agent/Registrar shall not be required to make any such assignment, 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 portion thereof called for prepayment or redemption prior to maturity, within 45 days
prior to its prepayment or redemption date.
IN THE EVENT any Paying Agent/Registrar for this Bond 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 promptly will cause written notice
thereof to be mailed to the registered owner of this Bond.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly voted,
authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedant to or in the authorization, issuance, and delivery of this Bond
have been performed, existed, and been done in accordance with law; that this Bond is a general
obligation of the Issuer, issued on the full faith and credit thereof; 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
the Issuer, and have been pledged irrevocably for such payment, within the limit prescribed by law.
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 the registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature
of the City Secretary of the Issuer, has caused the official seal of the Issuer to be duly impressed on this
Bond, and has eaused this Bond to be dated DECEMBER 1, 2004.
City Secretary,
City of Denton, Texas
Mayor,
City of Denton, Texas
(CITY SEAL)
(INSERT BOND INSURANCE LEGEND, lle ANY)
OF THE
FORM OF REGISTRATION CERTIFICATE
COMPTROLLER OF PUBLIC ACCOUNTS:
(To be attached to Initial Bond only)
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
Public Accounts of the State of Texas.
Wihaess my signature and seal this
(COMPTROLLER'S SEAL)
Comptroller of Public Accounts
of the State of Texas
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Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS. Registration and Transfer.
(a) The Issuer shall keep or cause to be kept at the principal corporate trust office of JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, DALLAS, TEXAS (the "Paying Agent/Registrar") books
or records of the registration and transfer 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 transfers and registrations under such reasonable regulations as the Issuer and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and
registrations as herein provided. 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 unless such notice has been given. The Issuer shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the
Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity. Registration of each Bond may be transferred
in the Registration Books only upon presentation and surrender of such Bond to the Paying
Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying AgenffRegistrar, (i)
evidencing the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the
assignee or assignees thereof, and (ii) the fight of such assignee or assignees to have the Bond or any
such portion thereof registered in the name of such assignee or assignees. Upon the assignment and
transfer of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in conversion
and exchange therefor in the manner herein provided. The Initial Bond, to the extent of the unpaid or
unredeemed principal balance thereof, may be assigned and transferred by the initial registered owner
thereof once only, and to one or more assignees designated in writing by the initial registered owner
thereof. All Bonds issued and delivered in conversion of and exchange for the Initial Bond shall be in
any denomination or denominations of any integral multiple of $5,000 (subject to the requirement
hereinafter stated that each substitute Bond shall have a single stated principal maturity date), shall be in
the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, and shall have
the characteristics, and may be assigned, transferred, and converted as hereinafter provided. If the Initial
Bond or any portion thereof is assigned and transferred or converted the Initial Bond must be surrendered
to the Paying Agent/Registrar for cancellation, and each Bond issued in exchange for any portion of the
Initial Bond shall have a single stated principal maturity date, and shall not be payable in installments;
and each such Bond shall have a principal maturity date corresponding to the due date of the installment
of principal or portion thereof for which the substitute Bond is being exchanged; and each such Bond
shall bear interest at the single rate applicable to and borne by such installment of principal or portion
thereof for which it is being exchanged. If only a portion of the Initial Bond is assigned and transferred,
there shall be delivered to and registered in the name of the initial registered owner substitute Bonds in
exchange for the unassigned balance of the Initial Bond in the same manner as if the initial registered
owner were the assignee thereof. If any Bond or portion thereof other than the Initial Bond is assigned
and transferred or converted each Bond issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Bond for which it is exchanged. A form of
assignment shall be printed or endorsed on each Bond, excepting the Initial Bond, which shall be
executed by the registered owner or its duly authorized attorney or representative to evidence an
assignment thereof. Upon surrender of any Bonds or any portion or portions thereof for transfer of
registration, an authorized representative of the Paying Agent/Registrar shall make such transfer in the
Registration Books, and shall deliver a new fully registered substitute Bond or Bonds, having the charac-
teristics herein described, payable to such assignee or assignees (which then will be the registered owner
or owners of such new Bond or Bonds), or to the previous registered owner in case only a portion of a
Bond is being assigned and transferred, all in conversion of and exchange for said assigned Bond or
Bonds or any portion or portions thereof, in the same form and manner, and with the same effect, as
provided in Section 6(d), below, for the conversion and exchange of Bonds by any registered owner ora
Bond. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
making such transfer and delivery of a substitute Bond or Bonds, but the one requesting such transfer
shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying
Agent/Registrar shall not be required to make transfers of registration of any Bond or any portion thereof
(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 redemp-
tion date.
(b) Ownership of Bonds. The entity in whose name any Bond shall be registered in the
Registration Books at any time shall be deemed and treated as the absolute owner thereof for all purposes
of this Ordinance, whether or not such Bond shall be overdue, and the Issuer and the Paying
AgentIRegistrar shall not be affected by any notice to the contrary; and payment of, or on account of, the
principal of, premium, if any, and interest on any such Bond shall be made only to such registered owner.
All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid.
(c) 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, and to
act as its agent to convert and exchange or replace 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 all
replacements of Bonds, as provided in this Ordinance. However, in the event 0fa 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 Special Record Date
and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be
fifteen (15) days after the Special Record Date) shall be sent at least ftve (5) business days prior to the
Special Record Date by United States mail, first class postage prepaid, to the address of each Holder of a
Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the
15th business day next preceding the date of mailing of such notice.
(d) Conversion and Exchange or Replacement; Authentication. Each Bond issued and
delivered pursuant to this Ordinance, to the extent of the unpaid or unredeemed principal balance or
principal amount thereof, may, upon surrender of such Bond at the principal corporate trust office of the
Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or
the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guaran-
tee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner or
such assignee or assignees, as appropriate, be converted into and exchanged for fully registered bonds,
without interest coupons, in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this
Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement
hereinafter stated that each substitute Bond shall have a single stated maturity date), as requested in
writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to
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the unpaid or unredeemed principal balance or principal amount of any Bond or Bonds so surrendered,
and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If the Initial
Bond is assigned and transferred or converted each substitute Bond issued in exchange for any portion of
the Initial Bond shall have a single stated principal maturity date, and shall not be payable in
installments; and each such Bond shall have a principal maturity date corresponding to the due date of
the installment of principal or portion thereof for which the substitute Bond is being exchanged; and each
such Bond shall bear interest at the single rate applicable to and borne by such installment of principal or
portion thereof for which it is being exchanged. Ifa portion &any Bond (other than the Initial Bond)
shall be redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having
the same maturity date, bearing interest at the same rate, in the denomination or denominations of any
integral multiple of $5,000 at the request of the registered owner, and in aggregate principal amount
equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for
cancellation. If any Bond or portion thereof (other than the Initial Bond) is assigned and transferred or
converted, each Bond issued in exchange therefor shall have the same principal maturity date and bear
interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a
letter and/or number to distinguish it fi.om each other Bond. The Paying Agent/Registrar shall convert
and exchange or replace Bonds as provided herein, and each fully registered bond delivered in
conversion of and exchange for or replacement of any Bond or portion thereof as permitted or required
by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance,
and may again be converted and exchanged or replaced. It is specifically provided that any Bond
authenticated in conversion of and exchange for or replacement of another Bond on or prior to the first
scheduled Record Date for the Initial Bond shall bear interest from the date of the Initial Bond, but each
substitute Bond so authenticated after such first scheduled Record Date shall bear interest from the
interest payment date next preceding the date on which such substitute Bond was so authenticated, unless
such Bond is authenticated after any Record Date but on or before the next following interest payment
date, in which case it shall bear interest fi.om such next following interest payment date; provided,
however, that if at the time of delivery of any substitute Bond the interest on the Bond for which it is
being exchanged is due but has not been paid, then such Bond shall bear interest from the date to which
such interest has been paid in full. THE INITIAL BOND issued and delivered pursuant to this Ordinance
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 or replacement of any Bond or Bonds issued under this
Ordinance there shall be printed a certificate, in the form substantially as follows:
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved
by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of
the State &Texas.
Dated:
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, DALLAS, TEXAS
Paying Agent/Registrar
By
Authorized Representative"
l0
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond,
date and manually sign the above Certificate, and no such Bond shall be deemed to be issued or out-
standing unless such Certificate is so executed. The Paying AgenffRegistrar promptly shall cancel all
Bonds surrendered for conversion and exchange or replacement. 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 or replacement 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 of type composition printed on paper
with lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter 1201,
Texas Government Code, as amended, the duty of conversion and exchange or replacement of Bonds as
aforesaid is hereby imposed upon the Paying Agent£Registrar, and, upon the execution of the above
Paying Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Bond shall
be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial Bond
which originally was issued pursuant to this Ordinance, approved by the Attorney General, and registered
by the Comptroller of Public Accounts. The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for transferring, converting, and exchanging any Bond or any portion thereof,
but the one requesting any such transfer, conversion, and exchange shall pay any taxes or governmental
charges required to be paid with respect thereto as a condition precedent to the exercise of such privilege
of conversion and exchange. The Paying Agent/Registrar shall not be required to make any such conver-
sion and exchange or replacement of Bonds or any portion thereof (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 portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date.
(e) In General. All Bonds issued in conversion and exchange or replacement of any other
Bond or portion thereof, (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 be
redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted
and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and
(vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner
required or indicated, in the FORM OF SUBSTITUTE BOND set forth in this Ordinance.
(f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners
of the Bonds that it will (i) pay the standard or customary fees and charges of the Paying Agent/Registrar
for its services with respect to the payment of the principal of and interest on the Bonds, when due, and
(ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer of
registration of Bonds, and with respect to the conversion and exchange of Bonds solely to the extent
above provided in this ordinance.
(g) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of
the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and
legally qualified bank, trust company, fmancial institution, or other agency to act as and perform the
services of Paying Agent/Registrar for the Bonds under this ordinance, and that the Paying
AgenffRegistrar will be one entity. The Issuer reserves the fight to, and may, at its option, change the
Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be
effective not later than 60 days prior to the next principal or interest payment date after such notice. In
the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that
promptly it will appoint a competent and legally qualified bank, trust company, fmancial institution, or
other agency to act as Paying AgenffRegistrar under this Ordinance. Upon any change in the Paying
Agenl/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 United States mail, first-class postage prepaid,
which notice also shall give the address of the new Paying AgenffRegistrar. By accepting the position
and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of
this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying AgenffRegistrar.
Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in conversion and
exchange or replacement of any other Bond or portion thereof, including the form of Paying
Agant/Registrar's Bond to be printed on each of such Bonds, and the Form of Assignment to be printed
on each of the Bonds, shall be, respectively, substantially as follows, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance.
12
FORM OF SUBSTITUTE BOND
(Book-Entry Only Legend, if appropriate)
NO. UNITED STATES OF AMERICA PRINCIPAL AMOUNT
STATE OF TEXAS $
COUNTY OF DENTON
CITY OF DENTON, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2004
INTEREST RATE
MATURITY DATE
ON THE MATURITY DATE specified above the CITY OF DENTON, in Denton County,
Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to
or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal
amount of
and to pay interest thereon, calculated on the basis of a 360-day year composed of twelve 30-day months,
from DECEMBER 1, 2004, to the maturity date specified above, or the date of redemption prior to
maturity, at the interest rate per annum specified above; with interest being payable on AUGUST 15,
2005, and semiannually on each FEBRUARY 15 and AUGUST 15 thereafter, except that if the date of
authentication of tins Bond 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 (hereinafter defined) 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.
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 JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, 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, dated as of such
interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the
Issuer required by the ordinance authorizing the issuance of the Bonds (the "Bond Ordinance") to be on
deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall
13
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 the address of the registered owner, as it
appeared at the close of business on the last day of the month next preceding each such date (the "Record
Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. However,
the payment of such interest may be made by any other method acceptable to the Paying Agent/Registrar
and requested by, and at the risk and expense of, the registered owner hereof. Any accrued interest due
upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered
owner at the principal corporate trust office of the Paying Agent/Registrar 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 reqtfired 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 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 which is not such a Saturday, Sunday, legal holiday, or day on
which banking institutions are authorized to close; and payment on such date shall have the same force
and effect as if made on the original date payment was due.
THIS BOND is one of an issue of Bonds initially dated DECEMBER 1, 2004, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of $9,410,000,
FOR THE PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $9,210,000 IN
AGGREGATE PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF THE CITY OF
DENTON, TEXAS.
ON FEBRUARY 15, 2014, or on any date whatsoever 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, at the redemption price of the par or principal amount
thereof, plus accrued interest to the date fixed for redemption. If less than all of the Bonds are to be
redeemed, the Issuer may select the maturities of the Bonds to be redeemed. If less than all of the Bonds
of any maturity are to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or
portions thereof, wit}fro such maturity to be redeemed.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior
to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption, 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 and to major securities depositories, national bond rating agencies and bond
information services; 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
14
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
firom the Paying Agent/Registrar out of the funds provided for such payment. Ifa portion of any Bond
shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same
rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of
the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all
as provided in the Bond Ordinance.
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE
OF $5,000 may be assigned and shall be transferred only in the Registration Books of the Issuer kept by
the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and
conditions 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 instru-
ments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of tins 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 transferred and registered. The form of Assignment printed or endorsed on this Bond shall
be executed by the registered owner or its duly authorized attorney or representative, to evidence the
assignment hereof. A new Bond or Bonds payable to such assignee or assignees (which then will be the
new registered owner or owners of such new Bond or Bonds), or to the previous registered owner in the
case of the assignment and transfer of only a portion of this Bond, may be delivered by the Paying
Agent/Registrar in conversion of and exchange for this Bond, all in the form and manner as provided in
the next paragraph hereof for the conversion and exchange of other Bonds. The Issuer shall pay the
Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but the one
requesting such transfer shall pay any taxes or other governmental charges required to be paid with
respect thereto. The Paying AgentjRegistrar shall not be required to make transfers of registration of this
Bond or any portion hereof (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. The registered owner of this Bond shall be deemed and treated by the
Issuer and the Paying AgenffRegistrar as the absolute owner hereof for all purposes, including payment
and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the contrary.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance,
this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee
or assignees hereof, be 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 maturity date, and bearing interest at the same rate, in any
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. The Issuer shall pay the Paying AgentjRegistrar's standard or customary fees and
charges for transferring, converting, and exchanging any Bond or any portion thereof, but the one
requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required
to be paid with respect thereto as a condition precedent to the exercise of such privilege of conversion
and exchange. The Paying Agent/Registrar shall not be required to make any such conversion and
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 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 promptly will 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 voted,
authorized, issued, sold, and delivered; that all acts, conditions, and th'mgs 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; that this Bond is a general
obligation of the Issuer, issued on the full faith and credit thereof; 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
the Issuer, and have been pledged irrevocably for such payment, wittfm the limit prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges
all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official
minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this
Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature
of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or
placed in facsimile, on this Bond.
City Secretary,
City of Denton, Texas
(CITY SEAL)
Mayor,
City of Denton, Texas
(INSERT BOND INSURANCE LEGEND, IF ANY)
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 Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved
by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of
the State of Texas.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, DALLAS, TEXAS
Paying Agent/Registrar
Dated By.
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized
representative or attorney thereof, hereby assigns this Bond to
/ /
(Assignee's Social
Security or Taxpayer
Identification Number)
(print or typewrite Assignee's name and
address, including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with
full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: The signature to this Assignment
must be guaranteed by a financial institution
that is a member of the Securities Transfer
Agents Medallion Program ("STAMP"), the
Stock Exchange Medallion Program ("SEMP")
or the New York Stock Exchange, Inc.
Medallion Signature Program ("MSP").
Registered Owner
NOTE: The signature to this Assignment
must correspond with the name as it
appears upon the face of the within Bond
in every particular, without enlargement or
alteration or any change whatsoever.
Section 8. (a) TAX LEVY. 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
17
Sinldng 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 premium received from the 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 (but
never less than 2% of the original principal amount of the Bonds as a sinking fund each year); and said
tax shall be based on the latest approved 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, are hereby pledged for such payment, within the limit prescribed by law.
(b) APPROPRIATION. There is hereby appropriated from surplus funds of the Issuer now
on hand and lawfully available for such purpose, and shall be deposited into the Interest and Sinking
Fund for the Bonds, the amount of money required to pay the principal and interest coming due on the
Bonds on August 15, 2005. The money thus appropriated and deposited shall be used for no purpose
other than to pay said principal and interest on the Bonds. The appropriate officials of the Issuer are
hereby authorized and directed do any and all things necessary or convenient to accomplish said
appropriation and deposit.
Section 9. 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, upon
redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the
terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided
for on or before such due date by irrevocably depositing with or making available to the Paying
AgentJRegistrar for such payment (1) lawful money of the United States of America sufficient to make
such payment or (2) Government Obligations which 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.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of
the Issuer also 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 which 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.
(c) The term "Government Obligations" as used in this Section shall mean direct obligations
of the United States of America, including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, which may be United States Treasury
obligations such as its State and Local Government Series, which may be in book-entry form.
(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.
Section 10. 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
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 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 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 Section, in the
event of any such Bond shall have matured, and no default has occurred which 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 fumished 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 Chapter 1201, Texas
Government Code, this Section 10 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 6(d) of this Ordinance for
Bonds issued in convemion and exchange for other Bonds.
Section 11. COVENANTS REGARDING TAX-EXEMPTION. The Issuer covenants to refrain
from taking any action which would adversely affect, and to take any action required to ensure, the
treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is not
includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance
thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use",
as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so
used, that amounts, whether or not received by the Issuer, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service on the
Bonds, in contravention of Section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use"
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds (less amounts
deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private
business use" which is "related" and not "disproportionate", within the meaning of section
141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of Section 141 (c) of the Code;
(d) to refrain from taking any action which would othenvise result in the Bonds
being txeated as "private activity bonds" within the meaning of Section 141(I)) of the Code;
(e) 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;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in Section 148('o)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period of 30
days or less until such proceeds are needed for the purpose for which the Bonds are
issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of Section
1.148-1Co) of the Treasury Regulations, and
20
(3) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the stated principal amount
(or, in the case ora discount, the issue price) of the proceeds of the Bonds;
(g) 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) and, to the extent applicable,
Section 149(d) of the Code (relating to advance refundings);
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings", within the meaning of section 148(0 of the Code and to pay to the United
States of America, not later that 60 days after the Bonds have been paid in full, 100 percent of
the amount than required to be paid as a result of Excess Eamings under section 148(t) of the
Code; and
The Issuer understands that the term "proceeds" includes "disposition proceeds" as def'med 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 U.S. Department of the Treasury pursuant thereto. In the event
that regulations or rulings are hereafter promulgated which modify, or expand provisions of the Code, as
applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to
the extent that such modification or expansion, in the opinion of nationally-recognized bond counsel, will
not adversely affect the exemption from federal income taxation of interest on the Bonds under Section
103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose
additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the
additional requirements to the extent necessary, in the opinion of nationally-recoguized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under Section 103 of the
Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor of the Issuer
to execute any documents, certificates or reports required by the Code and to make such elections, on
behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for the
issuance of the Bonds.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the Issuer for the sole benefit of the United States of America, and such 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.
Section 12. DISPOSITION OF PROJECT. The Issuer covenants that the property constituting
the Project originally financed by the Outstanding Obligations will not be sold or otherwise disposed in a
transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains
an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely
affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
21
Section 13. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION, CUSIP NUMBERS, PREAMBLE AND INSURANCE. The Mayor of the
Issuer is hereby authorized to have control of the Initial Bond issued hereunder and all necessary records
and proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and
approval by the Attorney General of the State of Texas, and its registration by the Comptroller of Public
Accounts of the State of Texas. Upon registration of the Initial Bond said Comptroller of Public
Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the
Comptroller's Registration Certificate on the Initial Bond, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on the Initial Bond. The approving legal opinion of the Issuer's Bond
Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Initial Bond
or on any Bonds issued and delivered in conversion of and exchange or replacement of any Bond, but
neither shall have any legal effect, and shall be solely for the convenience and information of the
registered owners of the Bonds. The preamble to this Ordinance is hereby adopted and made a part
hereof for all purposes. If insurance is obtained on any of the Bonds, the Initial Bond and all other Bonds
shall bear an appropriate legend concerning insurance as provided by the insurer.
Section 14. DTC REGISTRATION. The Bonds initially shall be issued and delivered in such
manner that no physical distribution of the Bonds will be made to the public, and the Depository Trust
Company ("DTC"), New York, New York, initially will act as depository for the Bonds. DTC has
represented that it is a limited purpose trust company incorporated under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "cleating agency" registered under Section 17A of the federal
Securities Exchange Act of 1934, as amended, and the Issuer accepts, but in no way verifies, such
representations. The Initial Bond authorized by this Ordinance shall be delivered to and registered in the
name of the RBC Dain Rauscher Inc., as Underwriter (the "Purchaser"). However, it is a condition of
delivery and sale that the Purchaser, immediately after such delivery, shall cause the Paying
Agent/Registrar, as provided for in this Ordinance, to cancel said Initial Bond and deliver in exchange
therefor a substitute Bond for each maturity of such Initial Bond, with each such substitute Bond to be
registered in the name of CEDE & CO., the nominee of DTC, and it shall be the duty of the Paying
AgenffRegistrar to take such action. It is expected that DTC will hold the Bonds on behalf of the
Purchaser and/or the Direct Participants, as defined and described in the Official Statement referred to
and approved in Section 16 hereof (the "DTC Participants"). So long as each Bond is registered in the
name of CEDE & CO., the Paying AgenffRegistrar shall treat and deal with DTC in all respects the same
as if it were the actual and beneficial owner thereof. It is expected that DTC will maintain a book entry
system which will identify beneficial ownership of the Bonds by DTC Participants in integral amounts of
$5,000, with transfers of ownership being effected on the records of DTC and the DTC Participants
pursuant to roles and regulations established by them, and that the substitute Bonds initially deposited
with DTC shall be immobilized and not be further exchanged for substitute Bonds except as hereinafter
provided. The Issuer is not responsible or liable for any functions of DTC, will not be responsible for
paying any fees or charges with respect to its services, will not be responsible or liable for maintaining,
supervising, or reviewing the records of DTC or the DTC Participants, or protecting any interests or
rights of the beneficial owners of the Bonds. It shall be the duty of the Purchaser and the DTC Partici-
pants to make all arrangements with DTC to establish this book-entry system, the beneficial ownership of
the Bonds, and the method of paying the fees and charges of DTC. The Issuer does not represent, nor
does it in any way covenant that the initial book-entry system established with DTC will be maintained in
the future. The Issuer reserves the right and option at any time in the future, in its sole discretion, to
terminate the DTC (CEDE & CO.) book-entry only registration requirement described above, and to
22
permit the Bonds to be registered in the name of any owner. If the Issuer exercises its right and option to
terminate such requirement, it shall give written notice of such termination to the Paying AgenffRegistrar
and to DTC, and thereafter the Paying Agent/Registrar shall, upon presentation and proper request,
register any Bond in any name as provided for in this Ordinance. Notwithstanding the initial
establishment of the foregoing book-entry system with DTC, if for any reason any of the originally
delivered substitute Bonds is duly filed with the Paying AgenffRegistrar with proper request for transfer
and substitution, as provided for in this Ordinance, substitute Bonds will be duly delivered as provided in
this Ordinance, and there will be no assurance or representation that any book~entry system will be
maintained for such Bonds.
Section 15. SALE OF INITIAL BONDS. The Initial Bond is hereby sold and shall be delivered
to RBC Dain Rausher Inc., as underwriter, in accordance with the Bond Purchase Agreement dated the
date of this meeting and presented to the City Council of the City at this meeting. The Mayor of the
Issuer is authorized and directed to execute, on behalf of the Issuer, said Bond Purchase Agreement in the
form and substance submitted at this meeting.
Section 16. OFFICIAL STATEMENT. An Official Statement dated as of the date of this
meeting has been prepared in connection with the sale of the Initial Bond and the Bonds, in the form and
substance submitted at this meeting. Said Official Statement and any supplement or addenda thereto
have been and are hereby approved, and their use in the offer and sale of the Bonds is hereby approved.
It is further officially found, determined, and declared that the statements and representations contained
in said Official Statement are tree and correct in all material respects, to the best knowledge and belief of
the Issuer. The distribution and use of the Preliminary Official Statement dated November 24, 2004,
prior to the date hereof is hereby ratified and approved.
Section 17. REFUNDING OF OUTSTANDING BONDS. That concurrently with the delivery
of the Initial Bond the Issuer shall deposit an amount from the proceeds from the sale of the Initial Bond,
with JPMorgan Chase Bank, National Association, as Escrow Agent, sufficient, together with other
available amounts, to refund all of the Outstanding Bonds in accordance with Chapter 1207, Texas
Government Code, as amended. The Issuer hereby authorizes the execution of the Escrow Agreement
dated as of December 1, 2004 between the Escrow Agent and the Issuer. The Mayor of the Issuer is
authorized and directed to execute, on behalf of the Issuer, said Escrow Agreement in the form and
substance presented to this meeting. It is hereby found and determined that the refunding of the
Outstanding Bonds is advisable and necessary in order to restructure the debt service requirements and
procedures of the Issuer, and that the debt service requirements on the Bonds will be less than those on
the Outstanding Bonds, resulting in a reduction in the amount of principal and interest which otherwise
would be payable both on an actual and a present value basis.
Section 18. REDEMPTION OF OUTSTANDING BONDS. There is attached hereto as Exhibit
A and made a part hereof for all purposes a list and description of certain City of Denton General
Obligation Bonds and City of Denton Certificates of Obligation, which bonds and certificates are hereby
called for redemption, and shall be redeemed, prior to their scheduled maturities, on the date, at the place,
and at the price, set forth therein; the Issuer shall cause the appropriate notices of such redemption to be
given in accordance with the requirements of the respective proceedings authorizing the issuance of such
bonds; and due provision shall be made by the Issuer in accordance with law for the payment of the
redemption price of said bonds by the place of payment (paying agent) for such bonds.
23
Section 19. REASONS FOR REFUNDING. The City Council of the Issuer deems it advisable
to refund the Outstanding Bonds in order to achieve debt service savings on its outstanding tax debt; with
a gross debt service savings of approximately $715,991 and a present value savings of $477,470.
Section 20. INSURANCE. (a) The Issuer approves the insurance of the Bonds by MBIA
Insurance Corporation, and the payment of such premium and complies with all of the terms of the
insurance commitment, which are hereby adopted as part of the Ordinance.
(b) Pursuant to the conditions of issuance and other requirements of MBIA Insurance
Corporation (the "Insurer" or "MBIA"), the issuer of the Financial Guaranty Insurance Policy (the
"Policy") relating to the Bonds, to the extent permitted by law, the provisions of the "PAYMENTS
UNDER THE POLICY/OTHER REQUIRED PROVISIONS" as attached hereto as Exhibit B are
approved and incorporated herein for all purposes. Defined terms words and phrases used therein, to the
extent not defined thereifl, shall have the following meanings:
"Business Day" shall mean a day other than a Saturday or Sunday on which (a) banks located in
Dallas, Texas or in New York, New York are not required or authorized by law or executive order to
close for business and (b) The New York Stock Exchange is not closed.
"Obligations" shall mean Bonds.
"Paying Agent/Trustee" shall mean Paying Agent/Registrar.
"Bondholder" or "Holder" shall mean the registered owners of the Bonds.
"Indenture" shall mean this Resolution.
"Annual Budget" shall mean the annual budget prepared by the Issuer.
Section 21. CONTINUING DISCLOSURE. (a) Annual Reports. (i) The Issuer shall provide
annually to each NRMSIR and any SlID, within six months after the end of each fiscal year ending in or
after 2004, financial information and operating data with respect to the Issuer of the general type
included in the final Official Statement authorized by Section 16 of this Ordinance, being the information
described in Exhibit C hereto, which Exhibit is attached to and incorporated in this Ordinance as if
written word for word herein. Any financial statements so to be provided shall be (1) prepared in
accordance with the accounting principles described in Exhibit C hereto, or such other accounting
principles as the Issuer may be required to employ from time to time pursuant to state law or regulation,
and (2) audited, if the Issuer commissions an audit of such statements and the audit is completed within
the period during which they must be provided. If the audit of such financial statements is not complete
within such period, then the Issuer shall provide unaudited financial statements by the required time and
will provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID,
when and if the audit report on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID 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
24
statement or other offering document, if it is available from the MSRB) that theretofore has been
provided to each NRMS1R and any SID or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is
material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting fmancial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
by the Issuer to provide financial information or operating data in accordance with subsection (a) of this
Section by the time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer
remains an "obligated person" with respect to the Bonds within the mearfmg of the Rule, except that the
Issuer in any event will give the notice required by Subsection (b) hereof of any Bond calls and
defeasance that cause the Issuer to no longer be such an "obligated person".
(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.
25
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER, ITS OFFICERS, AGENTS AND
EMPLOYEES, BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY
BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT
EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS
OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section shall
comprise a breach of or default under the Orffmance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change in the
identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as
so amended, would have permitted an underwriter to purchase or sell Bonds 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 aggregate principal amount (or any greater amount required by any other provision of
this Ordinance that authorizes such an amendment) of the outstanding 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 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
(a) 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 information or operating data so provided. 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 in the primary offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed to such
terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staffhas determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department, officer, or
agency thereof as, and determined by the SEC or its staff to be, a state information depository within the
meaning of the Rule from time to time.
26
Section 22. REFORMATION OF PRIOR ORDINANCES. Due to clerical errors, the
redemption provisions of the ordinances authorizing the Series 1995 Certificates of Obligation, the Series
2000 Bonds and the Series 2000 Certificates of Obligation (the "Prior Obligations") are inconsistent with
the redemption provisions shown in the Official Statements relating to such Prior Obligations. Because
the Prior Obligations were sold to investors pursuant to competitive bids at prices calculated and set
based on the redemption provisions contained in such Official Statements, and such redemption
provisions continue to be reflected in the information shown for such Prior Obligations by Bloomberg LP
and other market information services, the ordinances for the Prior Obligations are hereby reformed as
follows:
(a) the ordinance adopted on May 7, 1995 relating to the Series 1995 Certificates of
Obligation is reformed by adding to the Form of Substitute Certificate the following paragraph:
"ON FEBRUARY 15, 2005, or on any date whatsoever thereafter, the Certificates of this
Series may be redeemed prior to their scheduled maturities, at the option of the Issuer,
with funds derived fi.om any available and lawful source, as a whole, or in part, and, if in
part, the particular Certificates, or portions thereof, to be redeemed shall be selected and
designated by the Issuer (provided that a portion of a Certificate may be redeemed only
in an integral multiple of $5,000), at the redemption price of the par or principal amount
thereof, plus accrued interest to the date fixed for redemption".
(b) the ordinance adopted on May 2, 2000 relating to the Series 2000 Bonds is reformed by
substituting the following paragraph in the Form of Substitute Bond:
"ON FEBRUARY 15, 2009, or on any date whatsoever 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 the redemption price of the par or principal amount
thereof, plus accrued interest to the date fixed for redemption".
(c) the ordinance adopted on May 2, 2000 relating to the Series 2000 Certificates of
Obligation is reformed by substituting the following paragraph in the Form of Substitute Certificate:
"ON FEBRUARY 15, 2009, or on any date whatsoever thereafter, the Certificates of this
Series may be redeemed prior to their scheduled maturities, at the option of the Issuer,
with funds derived from any available and lawful source, as a whole, or in part, and, if in
part, the particular Certificates, or portions thereof, to be redeemed shall be selected and
designated by the Issuer (provided that a portion of a Certificate may be redeemed only
in an integral multiple of $5,000), at the redemption price of the par or principal amount
thereof, plus accrued interest to the date fixed for redemption".
Such reformation corrects the clerical errors in such ordinances and reflects the correct
redemption provisions for the Prior Obligations as purchased by the holders of the Prior Obligations.
27
Section 23. FURTHER PROCEDURES. The Mayor of the Issuer, the City Secretary of the
Issuer, 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 all such instruments, whether or not herein mentioned, as may
be necessary or desirable in order to carry out the terms and provisions of this Bond Ordinance, the
Bonds, the sale of the Bonds, the Bond Purchase Agreement, the Escrow Agreement and the Official
Statement; and the Assistant City Manager/Fiscal and Municipal Services of the City shall cause the
expenses of issuance of the Bonds to be paid from the proceeds of sale of the Initial Bond. In ease any
officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of
such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such
officer had remained in office until such delivery.
Section 24. OPEN MEETINGS. The City Council has found and determined that the meeting at
which this Ordinance is considered is open to the public and that notice thereof was given in accordance
with the provisions of the Texas Open Meetings, Law, Tex. Gov't. Code, Chapter 551, as amended.
Section 25. EFFECTIVE DATE. This OrcFmance shall become effective immediately upon its
passage and approval.
28
PASSED AND APPROVED this the 7th day of December, 2004.
Eulme Brock, Mayor
ATTEST:
Jennifer Walters, City Secretary
APPROVED AS TO LEGAL FORM:
Herbe~~
By: ~ 4
EXHIBIT A
NOTICE OF pRIOR REDEMPTION
THE CITY OF DENTON, TEXAS
~--as has called for redemption the outstanding Certificates or
NOTICE IS HEREBY GIVEN that the City of Denton, ~ ' '
fthe City described as follows: SERIES 1996, dated May I, 1996,
Bonds o .... ~^w~ OF OBLIGATION, · - -;~-~ amount (and being all
NTON (TEXAS) CERl~rv"~,~m ~ooreeatinl~ $720,000 m
TIlE CITY OF DE ,~ ,ma-/throul!hFebruasY~,~ .... -~o- ~ -
scheduled to mattue on February xa, ,-
of the outstanding certificates of said Series scheduled to maVire on and after February 15, 2007).
February 15, 2006; redeemable at a redemption price of par plus accrued interest at the principal corporate
Call date: only upon presentation by the bearer thereof, plus all
offices of JPMorgan Chase Bank, National Association, Dallas, Texas,
THE cITY O~]~,~ru~v 15, 2007 through February · ~, ,
scheduled to mature on w,, -,
a redemption price of par plus accrued interest at the principal corporate
being all of the outstanding bonds of said Series scheduled to mature on and after FebrumY 15, 2007). all
Call date: February 15, 2006; redeemable at
offices of JpMorgan Chase Bank, National Association, Dallas, Texas, only upon presentation by the bearer thereof, plus
unmatured interest coupons appertaining thereto·
THE cITY OF DENTON (TEXAS) GENERAL OBLIGATION BONDS, SERIES 1997, dated April 1, 1997,
scheduled to mature on February 15, 2009 through February 15, 2017, inclusive, aggregating $2,865,000 in principal amount
(and being all of the outstanding bonds of said Series scheduled to mature on and after February 15, 2009).
accrued interest at the principal corporate
15, 2007; redeemable at a redemption price of par plus all
Call date: FebrUary Association, Dallas, Texas, only upon presentation by the bearer thereof, plus
offices of YPMorgan Chase Bank, National
unmammd interest coupons appertaining theretO· and including February 15, 2020, aggregating $1,395,000
TIlE CITY OF DENTON (,TEXAS) CERTIFICATES OF OBLIGATION, SERIES 2000, dated May 1, 2000,
scheduled to mature on February 15,2012 through February 15,2018 on and after February 15,
in principal amount (and being all of the outstanding certificates of said Series scheduled to mature
2012). date· Februaryl$,2009;redeemableataredemptionpriceofparplus ccruedinterastattheprinaiPalC°rp°rate
Call . - National Association, Dallas, Texas, only upon pr~santation by the bearer thereof, plus all
offices of YPMorgan Chase Ban~, '
unmatured interest coupons appertaining thereto.
THE CITY OF DENTON (TEXAS) GENERAL OBLIGATION BONDS, SERIES 2000, dated May 1, 2000,
scheduled to mature on February 15, 2012 through February 15, 2018 and including February 15, 2020, aggregating $1,665,000
scheduled to mature on and after February 15, 2012).
in principal amount (and being all of the outstanding bonds of said Series . interest at the principal corporate
Call date: February lg, 2009; redeemable at a redemption price of par plus accrued
offices of YPMorgan Chase Bank, National Association, Dallas, Texas, only upon presentation by the bearer thereof, plus all
unmatmed interest anup°ns appertainingtheret°' - ..... or on behalf of the respective payingeagt:n;~c~hu;
of such redemption pnc~ are~ ~em ~:t,o,~ and the interest thereon shall ceos
~esc/'ibed Bonds shall become oue anu F,~-~
from and after the redemption date. Code of 1986, payors making certain payments due on debt
In compliance with section 3406 of the Internal Revenue ' '
of tax, such payees should submit a
securities may be obligated to deduct and withhold a tax from the remittance to any payee who has failed to provide such payOr
taxpayer identification number. To avoid the imposition of the withholding
with a vali~OTICE 1S FLIRTIIER GIVEN that all Bonds should be submitted to the following address:
taxpayer identification number when surrendering the bonds for redemptiyn. .
JPMorgan Chase Bank, National Association
2001 Bryan Sireet, 10th Floor
Dallas, Texas 75201
Attn: Brad Hounsel
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
EXHIBIT A
NOTICE OF PRIOR REDEMPTION
THE CITY OF DENTON, TEXAS
NOTICE IS HEREBY GIVEN that the City of Denton, Texas has called for redemption the outstanding
Certificates or Bonds of the City described as follows:
THE CITY OF DENTON (TEXAS) CERTIFICATES OF OBLIGATION, SERIES 1995, dated February
15, 1995, scheduled to mature on February 15, 2006 through February 15, 2015, inclusive, aggregating $1,350,000
in principal amount (and being all of the outstanding certificates of said Series scheduled to mature on and after
February 15, 2006).
Call date: February 15, 2005; redeemable at a redemption price of par plus accrued interest at the
principal corporate offices of The Bank of New York Trust Company, N.A., Jacksonville, Florida, only upon
presentation by the bearer thereof, plus all unmalured interest coupons appertaining thereto.
THE CITY OF DENTON (TEXAS) GENERAL OBLIGATION BONDS, SERIES 1995, dated February
15, 1995, scheduled to mature on February 15, 2006 through February 15, 2008 and including February 15, 2015,
aggregating $350,000 in principal amount (and being all of the outstanding bonds of said Series scheduled to mature
on and after February 15, 2006).
Call date: February 15, 2005; redeemable at a redemption price of par plus accrued interest at the
principal corporate offices of The Bank of New York Trust Company, N.A., Jacksonville, Florida, only upon
presentation by the bearer thereof, plus all unmatured interest coupons appertaining thereto.
If moneys sufficient for the payment of such redemption price are held by or on behalf of the respective paying
agent, the described Bonds shall become due and payable on the redemption date specified, and the interest thereon
shall cease to accrue from and after the redemption date.
In compliance with section 3406 of the Internal Revenue Code of 1986, payors making certain payments
due on debt securities may be obligated to deduct and withhold a tax from the remittance to any payee who has failed
to provide such payor with a valid taxpayer identification number. To avoid the imposition of the withholding of tax,
such payees should submit a taxpayer identification number when surrendering the bonds for redemption.
NOTICE IS FURTHER GIVEN that all Bonds should be submitted to the following address:
The Bank of New York Trust Company, N.A.
111 Sanders Creek Parkway
East Syracuse, New York 13057
Atto: Helen Scanlon
THE BANK OF NEW YORK TRUST COMPANY, N.A.
EXHIBIT B
PAYMENTS UNDER THE POLICY/OTHER REQUIRED PROVISIONS
A. In the eveat lhat, on the second BUSiness Day, and agam on flue Business Day prior to ff~e payment &m on ~
Obligations, the Paying Agengrnm'tee has not received sufficient moneys to pay all principal of and imerest on the 0bliga~ons dm on flue
second following or follo,,v~g~ as lhe cas~ may be, Business Day, lie Pay~g Ag~Wrmstee shall irrarediatdy notify fl'e Insurer or ils
designee on the same Business Day by t~lephone or telegraph, confirmed in writing by registered or ceaified n-ail, of the ~ of~
deficiency.
B. fflhe deficiency is made up in whole or in part prior t~ or on the payment dale, flae Pay~g Agenffr~ ~11 ~
C. In addition, iftl~ Paying Agenffrmslee has nolice that auy Bondholder has been lequfied to disgorge paymems of
principal or inleaest ~m ~ae Obligations to a trustee in bankn~cy or creditom or others pursuant to a fmaljudgn~t by a cotat of
competent jurisdiction lhat such payment cxmsfitutes an avoidable ptefima~ to such Bonch~older wflhin the trearfin~ of any applicable
bankruptcy law, lhen the Paying Agex~t/Tmstee shall notify fl~ Insurer or its designee of such t~t by ~lep~ ~ ~l~c ~fi~
confarmd in writing by reg/stexed ac certified rmil.
D. The Paying Agenffl'mstee is hereby irrevocably designated, appo/med, directed and au~Mfized to act as ammey-/n-
fact for Holdem of the Obligations as follows:
1. Ifand to ltx~ extent them is a deficiencyin amounts required to pay iale. xe~t on the Obligatkms, ~ Pa~
Agenffrmstee ~hall (a) execut~ and deliver lo U.S. Bank Trust NafionalAssociat~, or ils m under the Po~ (~
"Insunmce Paying Agenffrmstee"), in fonn satisfactory to the Insurance Paying Agenffrmstee, an imtmment appointing the
Insurer as agent for such Holders in aa~y legal proceeding related to ~ payment of such intexest and an assi~ ~ ~
Insurer oflhe claims fa:in~st to which such deficieax~y relates and which are paid by lhe Instaer, ~) ~ ~ ~ of
the respective Holdem (and not as Paying Agenffrmstee) kmccadance with flae lenor oflhe Polieypayment from ~
Insurame Paying Agent/rn~ee with ~pect to lhe chims fur i~rest so assigned, and (c) disbmse the same to ~h ~e
Holders; and
2. Ifand to lhe extent o£a deficiency in amounts mquinxl to pay principal ofthe Obligations, the Pa~ A~
shall (a) execute and deliver to the Insurance Paying Agen/ffmstee ~ form safisficttxy Io lhe Insurance Paying Agent/rmstee
an im0xam~t appoin6ng the Insurer as agent for such Holder in any legal proceeding relating to fl-e pa~t of~h~
and an assignment to fl~ Inmrer of~y office Obligation sun'endered to the Iraurame Paying Agen~mstee of so nmch ofti~e
principal an~unt ltmeo f as has not previously been paid or for which moneys are not held by lhe Pay~g A gent/Trustee and
avaibble for such payment (but such assignn~ut shall be delivered only if payment from the Imumnce pa~ Ag~
is received), (b) receive as designee of the respective Holde~ (and not as Paying Agenffrmstee) k~ accordan~ with lhe lenor
of the Policy payment therefor fiom the Imurance Pay~g Agenffrmstee, and (c) disburse lhe san~ to such Holder.
E. Payn'ents with nsspect to claims fet interest on and principal of Obligafiom disbumed by the Paying Agenfffmstee
fromproceeds oflhe Policy shall not be considered to discharge the obligation of the Issuer with rest~ to ~ Ob~fi~ ~ ~
Instwex shall become the owner of such ut~ud Obligafi~m and claims for the interest in accordance with lhe tenor of~ ~t ~
to it under the provisions of this subsection or othenvise.
F. lnespective ofwbelher any such assiga'mnt is executed and delivengd, the Issuer and flae Paying Agenffrmstee
hexeby agree f~x the benefit of the Insurer ltmt:
Holdars to teceaVe the amomt ofsuchlxincipal md in~aest firrmlbe Issuer, with/xmest thereon as provided and mle~ ~
the sources staled h~ this Indenture and the Obligations; and
B-1
2. They will accordingly pay to lhe Insuxer the armunt of such Pramipal and interest (inchding principal and intea~
recoveIed under subparagraph (ii) oflhe fn~t paragraph of file Policy, which pfincfipal and interest shall be deemed past due
and not to have been paid), wilh inlemst thereon as provided in this Indentme and lhe Obligation, but only from~ ~ ~
h~ lhe manner provided herein for the payment of principal of and interest on the Obligatiom to Holdeas, and will othemSse
l~eat the Insurer as the owner of such rights to the amotmt of such laincipal and h~/ea'est.
G. In connection wi~h lhe issuance of additional Obligatioas, the Issuer shall delivex tmhe lnstmx a copy ofthe
disclosure document, ffany, circulated with respect t~ such additional Obligations.
I. The Insurer ~hall receive nolice oflhe n~signafion or ren~val ofthe Pay~g Agenffrmstee and the appo~ of a
Notices: Any notice ~hat is ~equhed Io be given lo a holder ofthe Obliga~on or to the Paying A~ ~t m ~
shallbe sentbyregisteaedor cexfifiedmailadSressedtoMBIAInsumnce Corporation, 113 King Slxeet, Am-smk, NewYofl~ 10504
Att~iom Slllve~lance.
enforcem~t by the Insurer of the Issuer's/Obligor's obligations, or the lXeServafion or defense of any rights of the Insurer, under this
Resolulionqndenltae and any other doo n'nent executed in connection wilh lhe is.q~ane~ of the Ob~fi~ ~ (fi) ~ ~
~ogethe* with inteaest on all such expenses from and includingthe dal~ incuned to ~e date ofpaym~ ~ C~'s ~e ~ plm 3%
or fi~e m~xinan'n interest rote permitted by hw, whichever is lee, s. In addition, lhe Insurer msexves fi~e right 1o charge a fee in crmnecfion
wilh ils review of any such consent, mmndwe~ or waiver, whelher or not granted or approved.
L. The Issuer/Obligor ag~es not to use fl:e lnsu~s nan~ ~ mxy public ~ incluclin~ without limilali~ a ~
~elease or laesenlalion, atmouncerrent or forum without the Insurers prior consent; provided however, such prohbilion m the use of the
Insu~s nmre shall not relate la the use oflhe Insurer's standmt approved roma ofdisclosure in pubic d~ ~ ~ ~on
apply to the use oflhe Insu~egs nm'e in order to comply with public notice, public meeting or public ~ ~m~.
B-2
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 21 of this Ordinance:
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually in
accordance w/th such Section are as specified (and included in the Appendix or under the tables of the
Official Statement referred to) below:
Tables numbered 1 through 15, inclusive, under the captions "Tax Information", "Debt Service
Requirements" and "Financial Information" in the Official Statement.
Appendix B in the Official Statement.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in thc
notes to the financial statements referred to in the paragraph above.
B-3