2002-090ORDINANCE NO. 2002-
AN ORDINANCE
AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF DENTON
GENERAL OBLIGATION BONDS, SERIES 2002, LEVYING THE TAX TO PAY
SAME; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES
RELATING THERETO; AND PROVIDING AN EFFECTIVE DATE.
THE STATE OF TEXAS :
COUNTY OF DENTON :
CITY OF DENTON :
WHEREAS, an election was held on January 15, 2000 at which the City Council was authorized to
issue certain of the bonds hereinat~er authorized; and
WHEREAS, at said election the following bonds were authorized to be issued:
Amount
Prop. Amount Amount Being Previously Voted
No. Authorized Issued Issued But Unissued
1 $17,045,000 $5,725,000 $9,420,000 $1,900,000
2 6,800,000 0 5,600,000 1,200,000
3 10,175,000 6,350,000 2,975,000 850,000
WHEREAS, the bonds hereinafter authorized and designated were voted and are to be issued, sold,
and delivered pursuant to Chapter 1331, Texas Government Code, and Article IX of the City's Home Rule
Charter, and other applicable laws; and
WHEREAS, it is considered to be in the best interest of the City that said interest beating bonds be
issued, NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
Section I. 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
$12,075,000, FOR THE PURPOSE OF THE ACQUISITION OF PROPERTY AND MAKING
IMPROVEMENTS FOR PUBLIC PURPOSES IN SAID CITY, TO-WIT: STREET AND TRAFFIC
CONTROL IMPROVEMENTS AND PARK IMPROVEMENTS.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Ordinance shall
be designated: "CITY OF DENTON GENERAL OBLIGATION BOND, SERIES 2002, and initially them
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 assagned 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 denomination or denominations of $5,000 or any integral multiple
0705.056~GO-Ordinance
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of $5,000, all in the manner hereinafter provided. The term "Bonds" as used in this Ordinance shall mean and
include collectively the Imtial 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 April 1, 2002, in the denomination and aggregate principal
amount of $12,075,000, numbered R-l, payable in annual installments of principal to the initial registered
owner thereof, to-wit:
BANC OF AMERICA SECURITIES, LLC
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.
(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 from the
date of the lmtial Bond to the respective scheduled due dates, or to the respective dates of prepayment or
redemption, of the installments of principal of the Imtial 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 $12,075,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON GENERAL OBLIGATION BOND
SERIES 2002
THE CITY OF DENTON, in Denton County, Texas (the "Issuer"), being a political subdivision of
the State of Texas, hereby promises to pay to
0705.056\GO-Ordinance
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BANC OF AMERICA SECURITIES, LLC
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
$12,075,000
(TWELVE MILLION SEVENTY FIVE THOUSAND DOLLARS)
m annual installments of principal due and payable on February 15 in each of the years, and m the respective
principal amounts, as set forth in the following schedule, and to pay interest, 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 per annum as follows:
PRINCIPAL INTEREST PRINCIPAL INTEREST
YEAR AMOUNT RATE(%) YEAR AMOUNT RATE(%)
2003 $125,000 5.000 2013 $605,000 5.000
2004 375,000 5.000 2014 635,000 5.000
2005 395,000 5.000 2015 670,000 5.000
2006 420,000 5.000 2016 705,000 5.000
2007 440,000 5.000 2017 745,000 5.125
2008 465,000 5.000 2018 785,000 5.125
2009 490,000 5.000 **** ******* ****
2010 515,000 5.000 2020 1,695,000 5.250
2011 545,000 5.250 **** ******* ****
2012 575,000 5.250 2022 1,890,000 5.250
Interest shall first be due and payable on February 15, 2003, and semiannually on each February 15
and August 15 thereafter while this Bond or any portion hereof is outstanding and unpaid. Said interest shall
be calculated on the basis of a 360-day year composed of twelve 30-day months.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable in
lawful money of the United States of America, without exchange or collection charges. The installments of
principal and the interest on this Bond are payable to the registered owner hereof through the services of BANK
ONE, NATIONAL ASSOCIATION, AUSTIN, 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 provided; and such check shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such pfmcipal 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 required
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to provide for the payment, in immediately available funds, of all principal of and interest on this Bond, when
due.
IN THE EVENT of a nonpayment of interest on a scheduled payment date, and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the
Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer.
Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment
Date", which shall be fifteen (15) days at~er the Special Record Date) shall be sent at least five (5) business
days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each
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.
IF THE DATE for the payment of thc 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 AgenffRegistrar
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 has been authorized in accordance with the Constitution and laws of the State of Texas
FOR THE PURPOSE OF THE ACQUISITION OF PROPERTY AND MAKING IMPROVEMENTS FOR
PUBLIC PURPOSES IN SAID CITY, TO-WIT: STREET AND TRAFFIC CONTROL IMPROVEMENTS
AND PARK IMPROVEMENTS.
ON FEBRUARY 15, 2012, or on any date whatsoever thereat~er, 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, and, if in part, the particular portion of this
Bond to be prepaid or redeemed shall be selected and designated by the Issuer (provided that a portion of this
Bond may be redeemed only in an integral multiple of $5,000), at the prepayment or redemption price of the
par or principal amount thereof, plus accrued interest to the date fixed for prepayment or redemption.
THE BONDS ofthis Series scheduled to mature on FEBRUARY 15, 2020 and FEBRUARY 15, 2022
are subject to mandatory redemption prior to their scheduled maturities, and shall be redeemed by the Issuer,
in part, prior to their scheduled maturities, with money from the Mandatory Redemption Account of the Interest
and Sinking Fund, with the particular Bonds or portion thereof to be redeemed to be selected by the Paying
Agent/Registrar, by lot or other customary method (provided that a portion ora Bond may be redeemed only
in an integral multiple of $5,000), at a redemption price equal to the par or principal amount thereof and
accrued interest to the date of redemption, on the dates, and in the principal amounts, respectively, as shown
in the following schedule:
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February 15~ 2020 Maturity
Mandatory Principal
Redemption Dates Amounts
Februar~ 15, 2022 Maturity
Mandatory Principal
Redemption Dates Amounts
February 15, 2019 $825,000
February 15, 2020 (maturity) 870,000
February 15,2021 $920,000
February 15, 2022 (maturity) 970,000
The principal mount of the Bonds required to be redeemed on the Mandatory Redemption Dates pursuant to
the foregoing shall be reduced, at the option of the Issuer by the principal amount of any Bonds out of either
such maturity which, at least 45 days prior to the aforesaid appropriate redemption date (1) shall have been
acquired by the Issuer at a price not exceeding the principal amount of such Bonds plus accrued interest to the
date ofpumhase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (2) as shall have been
redeemed pursuant to the optional redemption provisions hereof and not previously credited to the mandatory
sinking fund redemption. During any period in which ownership of the Bonds is determined by a book entry.
at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the
same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall
be selected in accordance with the arrangements between the Issuer and the securities depository.
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a vaitten 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 winch 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 redemption 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 instruments 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 ~vhich is not being assigned and transferred by the initial registered owner, shall be delivered by the
0705.0 §6\GO-Ordinance
April 4, 2002 5
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 Agent/Registrar 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 extent of the unpaid or
unmdecmed principal balance hereof, ma3' be converted into and exchanged for a like aggregate principal
mount 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 ox~mer 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 installments, but shall
have only one stated principal maturity date. AS PROVIDED 1N THE BOND ORDINANCE, THIS BOND
1N 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 gnvemmental 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 AgenffRegistrar 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 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,
0705.056\GO-Ordinance
April 4, 2002 6
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 WlTNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile
signature of the Mayor &the Issuer and countersigned and attested 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, or placed in
facsimile, on this Bond and has caused this Bond to be dated April 1, 2002.
ATTEST:
CITY OF DENTON, TEXAS
By: By:
Jennifer Walters
City Secretary, City of Denton, Texas
(CITY SEAL)
Euline Brock
Mayor, City of Denton, Texas
(INSERT BOND INSURANCE LEGEND, IF ANY)
0705.056\GO-Ordinan¢o
~ra 4, 2002 7
FORM OF REGISTRATION CERTIFICATE OF THE
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.
Witness my signature and seal this
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) Registration and Transfer.
The Issuer shall keep or cause to be kept at the principal corporate trust office of BANK ONE, NATIONAL
ASSOCIATION, AUSTIN, 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 fight 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 signatnres satisfactory tn the Paying Agent/Registrar, (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 right 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 hi 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 foah in
this Ordinance, and shall have the characteristics, and may be assigned, transferred, and convened as
hereinnfier provided. If the Initial Bond or any portion thereof is assigned and transferred or convened the
April 4, 2002
imtial 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 stngle 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 Imtial 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 imitial 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 Imtial 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 characteristics 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 ora 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 redemption 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 Agent/Registrar shall not be affected
by any notice to the contrary; and payment of, or on account of, the principal of, premiam, 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 sam or sams so paid.
(c) Payment of Bonds and Interest. The lssuer hereby further appoints the Paymg 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 ora 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 five (5)
business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address
0?05.056~GO-Ordinm~ee
Apfil~2002 9
of each Holder of a Bond appearmg 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 guarantee 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 inthe FORM OF SUBSTITUTE BOND set forth in this Ordinance, inthe 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 the unpaid or tmredeemed 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 of 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 from 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 at~er any Record Date but on or before the next following interest payment date,
in which case it shall bear interest from 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 bond,
in the form substantially as follows:
0705.056\GO-Ordinmace
April 4, 2002 10
"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 of Texas.
BANK ONE, NATIONAL ASSOCIATION,
AUSTIN, TEXAS, Paying Agent/Registrar
Dated
By.
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date
and manually sign the above Bond, and no such Bond shall be deemed to be issued or outstanding unless such
Bond is so executed. The Paying AgentJRegistrar 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, 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 AgenffRegistrar'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 conversion 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.
0705.056\GO-Ordinance
April 4, 2002 1 1
(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 thetransfer 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 Paving 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, financial 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 Agent/Registrar will be one entity.
The Issuer reserves the right 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 it will promptly appoint a competent and legally qualified bank, trust
company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon
any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar shall promptly 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 Agent/Registrar. By accepting the position and
performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this
Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
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 Agent/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.
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 GENERAL OBLIGATION BOND
SERIES 2002
INTEREST RATE
MATURITY DATE
DATED DATE
CUSIP NO.
April 4, 2002 12
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 mount of
and to pay interest thereon, calculated on the basis ora 360-day year composed of twelve 3 O-day months, from
April 1, 2002, 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 first due and payable on February 15, 2003, and
semiannually on each August 15 and February 15 thereafter, except that if the date of authentication of this
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 (hereinaf£er defined) but on or before the next following interest payment date, in which case
such principal amount shall bear interest fi.om 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 BANK ONE, NATIONAL
ASSOCIATION, AUSTIN, TEXAS, which is the "Pa~rmg 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 inter-
est 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 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 Paymg 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, fi.om the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required
to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when
due.
IN THE EVENT ora 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 fi.om 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 five (5) business
days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each
0705.056\GO-Ordinance
April 4, 2002 13
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.
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 April 1, 2002, authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount orS 12,075,000, FOR THE PURPOSE
OF THE ACQUISITION OF PROPERTY AND MAKING IMPROVEMENTS FOR PUBLIC PURPOSES
IN SAID CITY, TO-WIT: STREET AND TRAFFIC CONTROL IMPROVEMENTS AND PARK
IMPROVEMENTS.
ON FEBRUARY 15, 2012, 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.
THE BONDS of this Series scheduled to mature on FEBRUARY 15, 2020 and FEBRUARY 15, 2022
are subject to mandatory redemption prior to their scheduled maturities, and shall be mdeomed by the Issuer,
in part, prior to their scheduled maturities, with money from the Mandatory Redemption Account of the Interest
and Sinking Fund, with the particular Bonds or portion thereof to be mdeomed to be selected by the Paying
Agent/Registrar, by lot or other customary method (provided that a portion ora Bond may be redeemed only
in an integral multiple of $5,000), at a redemption price equal to the par or principal amount thereof and
accrued interest to the date of redemption, on the dates, and in the principal amounts, respectively, as shown
in the following schedule:
February 15, 2020 Maturity
Mandatory Principal
Redemption Dates Amounts.
February 15, 2022 Maturity
Mandatory Principal
Redemption Dates Amounts
February 15, 2019 $825,000
February 15, 2020 (maturity) 870,000
February 15, 2021 $920,000
February 15, 2022 (maturity) 970,000
The principal amount of the Bonds required to be redeemed on the Mandatory Redemption Dates pursuant to
the foregoing shall be reduced, at the option of the Issuer by the principal amount of any Bonds out of either
such maturity which, at least 45 days prior to the aforesaid appropriate redemption date (1) shall have been
acquired by the Issuer at a price not exceeding the principal amount of such Bonds plus accrued interest to the
date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (2) as shall have been
redeemed pursuant to the optional redemption provisions hereof and not previously credited to the mandatory
sinking fund redemption. During any period in which ownership of the Bonds is determined by a book entry
0705.056\GO-Ordlnance
April 4, 2002 14
at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and beating the
same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall
be selected in accordance with the arrangements between the lssuer and the securities depositor3.'.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to
maturity, a whtten notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, to the registered owner of each Bond to be redeemed at its address as it appeared
on the 45th day prior to such redemption date; provided, however, that the failure to send, mail, or 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 which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption.
If such written notice of redemption is given and if due provision for such payment is made, all as provided
above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be treated as
redeemed prior to their scheduled maturities, and they shall not bear interest ai%r 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 plus accrued interest from 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, beating 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 ma), 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 instruments of assignment, in
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of
this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in
whose name or names this Bond or any such portion or portions hereof is or are to be transferred and
registered. The form of Assignmeat 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 (svhich 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 AgenffRegistrar'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 Agent/Registrar 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 Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge
0705.056\GO-Ordinance
April 4, 2002 15
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 inthe Bond Ordinance. 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 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 will promptly 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 things required or proper to be performed,
exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been
performed, existed, and been done in accordance with law; 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 each registered owner hereof and the Issuer.
0705.056\CJO-Ordinanee
April 4. 2002 16
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 and attested 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.
ATTEST:
CITY OFDENTON, TEXAS
By:
Jennifer Walters
City Secretary, City of Denton, Texas
By:.
Euline Brock
Mayor, City of Denton, Texas
(CITY SEAL)
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.
BANK ONE, NATIONAL ASSOCIATION,
AUSTIN, TEXAS, Paying Agent/Registrar
Dated
By.
Authorized Representative
(INSERT BOND INSURANCE LEGEND, IF ANY)
0705.056\GO*Ordinance
A~il 4, 2002 17
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 AgenffRegistrar's Registration Books with full
power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
Registered Owner
NOTICE: This signature must correspond with
the name of the Registered Owner appearing on
the face of this Certificate in every particular
without alteration or enlargement or any change
whatsoever.
Section 8. 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 Sinking Fund shall be
kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the
interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the
Bonds, together with any premium and accrued interest received upon sale of the Bonds, shall be deposited,
as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest
thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and
amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest
on the Bonds as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the
principal of its Bonds as such principal matures (but never less than 2% of the original principal amount of
the Bonds as a sinking fund each year). Said tax shall be based on the latest 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
0705.056\GO-Ordinance
April 4, 2002 18
such interest comes due and such principal matures, are hereby pledged for such payment, within the limit
prescribed by law.
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 9, when payment of the principal of such Bond, plus
interest thereon to the due date (whether such due date be by mason 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 Agent/Registrar 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 mounts 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 ob hgations 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 AgentJRegistrar 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, thet't,
~q,dl 4, 2002 19
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 furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the
Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other
expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section
by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the
Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all
other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Chapter 1201, Texas
Government Code, this Section 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 conversion and
exchange for other Bonds.
Section 11. COVENANTS REGARDING TAX-EXEMPTION. The Issuer covenants to refrain from
taking any action which would adversely affect, or to take such action to assure, the treatment of the Bonds
as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation.
In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 pement ofthe proceeds ofthe Bonds
or the projects financed therewith (less mounts deposited to a reserve fund, if any) are used for any
"private business use", as defined in section 141(b)(6) of the Code, or if more than 10 percent of the
proceeds or the projects financed therewith are so used, such amounts, whether or not received by the
Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, in contravention of section 141 (b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described
in subsection (a) hereof exceeds five percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of five percent
is used for a "private business use" which is "related" and not "disproportionate", within the meaning
of section 141('o)(3) of the Code, to the governmental use;
0705.0 S 6\PaO-Ordinance
April 4, 2002 20
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five 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 otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 14 l(b) 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(b)(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 3 years
or less, or in the case of a refunding bonds, for a period of 30 days or less until such proceeds
are needed for the purpose for which the Bonds are issued,
(2) mounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1 (b) of the Treasury Regulations, and
(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 of a discount, the issue price) 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), section 149(g) of the Code (relating
to hedge bonds), and, to the extent applicable, section 149(d) of the Code (relating to advance
refundings); and
(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
then required to be paid as a result of Excess Earnings under section 148(0 of the Code.
For purposes of the foregoing (a) and (b), the Issuer understands that the term "proceeds" includes
"disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It
is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with
the Code and any regulations or rulings promulgated by the 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
April 4, 2002 21
to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the
Code. In the event that regulations or rulings are hereafter promulgated winch impose additional requirements
winch are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent
necessary and reasonably possible, in the opinion of natienally-reeogrnzed bond counsel, to preserve the
exemptiun from federal income taxation of interest on the Bonds under sectian 103 ofthe Code. In furtherance
of such intention, the Issuer hereby authorizes and directs the Mayor 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. The Issuer covenants to comply
with the covenants in this section after defeasance 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. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT.
The Issuer covenants to account for thc expenditure of sale proceeds and investment earnings to be used for
the purposes described in Section 1 of tins Ordinance (the "Project") on its books and records in accordance
with the requirements of the Internal Revenue Code. The Issuer recognizes that in order for the proceeds to
be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18
months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event
later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding,
the Issuer recognizes that in order for proceeds to be expended under the Internal Revenue Code, the sale
proceeds or investment earnings must be expended no more than 60 days after the later of (1) the fifth
anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired. The Issuer agrees to obtain the
advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure
that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the
Issuer shall not be obligated to comply with this covenant if it obtains an opimon that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross income of the interest.
Section 13. DISPOSITION OF PROJECT. The Issuer covenants that the property constituting the
Project 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 hereof, the
Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to
comply will not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
Section 14. 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 Imtial Bond issued hereunder and all necessary records and proceedings
pertaining to the Imtial 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
0705.056\GO-Ordinance
April 4, 2002 22
Initial Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on the Initial Bond.
The approxCmg 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 15. SALE OF INITIAL BOND. The Initial Bond is hereby sold and shall be delivered to
BANC OF AMERICA SECURITIES, LLC, for cash for the par value thereof and accrued interest thereon
to date of delivery, plus a cash premium of $582.86. It is hereby officially found, determined, and declared
that the Initial Bond has been sold at public sale to the bidder offering the lowest interest cost, after receiving
sealed bids pursuant to an Official Notice of Sale and Bidding Instructions and Preliminary Official Statement
dated March 28, 2002, prepared and distributed in connection with the sale of the Initial Bond. Said Official
Notice of Sale and Bidding Instructions, Preliminary Official Statement and the Official Statement dated
April 2, 2002, and any addenda, supplement, or amendment thereto have been and are hereby approved by the
Issuer, 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 Notice of Sale,
Preliminary Official Statement and Official Statement are true and correct in all material respects, to the best
knowledge and belief of the City Council.
Section 16. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived from the
investment of proceeds from the sale of the Initial Bond shall be used along with other bond proceeds for the
acquisition and construction of the improvements for which the Bonds are issued; provided that after
completion of such improvements, if any of such interest earnings rema'm on hand, such interest earnings shall
be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on
bond proceeds which are required to be rebated to the United States of America pursuant to Section 11 hereof
in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the purposes of this Section.
Section 17. DTC REGISTRATION. The Bonds mihally 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 "clearing 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 Imtial Bond authorized
by this Ordmance shall be delivered to and registered in the name of the Purchaser. However, it is a condition
of delivery and sale that the Purchaser, mediately after such delivery, shall cause the Paying Agent/Registrar,
as provided for in this Ordinance, to cancel said Imtial 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 Agent/Registrar to take such action. It is
expected that DTC will hold the Bonds on behalf of the Pumhaser and/or The DTC Participants, as defined
and described in the Official Statement referred to and approved in Section 15 hereof (the "DTC Participants").
So long as each Bond is registered in the name of CEDE & CO., the Paying Agent/Registrar 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
Apd{ 4, 2002 23
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 rules and regulations established by them, and that the substitute Bonds
initially deposited with DTC shall be mUnobilized 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 Pumhaser and the DTC Participants
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 estabhshed 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 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 tennmation to the Paying Agent/Registrar 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 Agent/Registrar
with proper request for transfer and substitution, as provided for in this Ordinance, substitute Bonds will be
duly dehvered 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 18. CONTINUING DISCLOSURE. (a) Annual Reports. (i) The Issuer shall provide
annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after
2001, 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 A
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 A 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 conUmssions 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 statement or other offering document,
if it is available from the MSRB) that theretofore has been provided to each NRMSIR 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:
0705.056\GO-Ordinance
April 4, 2002 24
2.
3.
4.
5.
6.
7.
8.
9.
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opimons or events affecting the tax-exempt status of the Bonds;
Modifications to rights of holders of the Bonds;
Bond calls;
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 meaning 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.
(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 1N
WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR
Atail 4, 2002 25
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED 1N 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 Ordinance for purposes of any other provision of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer
under federal and state securities laws.
(v) The provisions of this Section may be mended 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 underwhtcr to purchase or sell Bonds m the primary offering of the Bonds m
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) oft-h/s 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 operatmg 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.
"NRMS1R" 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 staffto be, a state information depository within the
meaning of the Rule from time to time.
~,ril 4, 2002 26
Section 19. PROTECTION OF PLEDGE. Chapter 1208, Government Code, applies to the issuance
of the Bonds and the pledge of the taxes granted by the Issuer under Section 8 of this Ordinance, and is
therefore valid, effective, and perfected. If Texas law is amended at any time while the Bonds are outstandtng
and unpaid such that the pledge of the taxes granted by the Issuer under Section 8 of this Ordinance is to be
subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve
to the registered owners of the Bonds the perfection of the security interest in said pledge, the Issuer agrees to
take such measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the
security interest in said pledge to occur.
Section 20. 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 Ordinance, the Bonds, the sale of the Bonds, and the Notice of Sale
and Official Statement; and the Assistant City Manager/Fiscal and Mamcipal 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 or from any other
lawfully available funds of the Issuer. In case any officer whose signature shall appear on any Bond shall cease
to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient
for all purposes the same as if such officer had remained in office until such delivery.
Section 21. OPEN MEETINGS. The City Council has found and determined that the meeting at
which this Ordinance is considered is open to the pubhc 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 22. EFFECTIVE DATE. This Ordinance shall become effective immediately upon its passage
and approval.
0705.056\GO-Ordinance
April 4, 2002 27
PASSED AND APPROVED this the 2nd day of April, 2002.
Euline Brock, Mayor
ATfEST:
Jennifer Walters, City Secretary
APPROVED AS TO LEGAL FORM:
Herbert L. Prouty, City Attorney
0705.056\GO-Ordinance
April 4, 2002 28
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to m Section 18 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 with such Section are as specified (and included in the Appendix or under the tables of the Official
Statemem referred to) below:
Tables numbered i 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 the
notes to the financial statements referred to in the paragraph above.
0705.056~C*O-Or durance
April 4, 2002