2000-163 ORDINANCE NO 2000-/(0.3
ORDINANCE
AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF DENTON
GENERAL OBLIGATION BONDS, SERIES 2000, LEVYING THE TAX TO PAY
SAME, AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES
RELATING THERETO, AND PROVIDING AN EFFECTIVE DATE
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
WHEREAS, an election was held on January 15, 2000 at wbach the City Council was authorized to
issue certain of the bonds hereinafter authorized, and
WHEREAS, at smd election the following bonds were authorized to be issued
Amount
Prop Amount Amount Being Previously Voted
No Authorized Issued Issued ~
1 $17,045,000 $2,100,000 $ -0- $14,945,000
2 6,800,000 1,000,000 -0- 5,800,000
3 10,175,000 650,000 -0- 9,525,000
WHEREAS, the bonds herema~er 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 m the best interest of the City that said interest beanng bonds be
issued, NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
Seeuon 1 AMOUNT AND PURPOSE OF THE BONDS The bond or bonds of the City of Denton,
Texas (~he "Issuer") are hereby authorized to be issued and delivered in the aggregate pnnelpal amount of
$3,750,000, FOR THE PURPOSE OF THE ACQUISITION OF PROPERTY AND MAKING
IMPROVEMENTS FOR PUBLIC PURPOSES IN SAID CITY, TO-WIT STREET AND TRAFFIC
CONTROL IMPROVEMENTS, PUBLIC LIBRARY IMPROVEMENTS AND PARK IMPROVEMENTS
Section 2 DESIGNATION OF THE BONDS Each bond issued pursuant to flus Ordinance shall
be designated "CITY OF DENTON GENERAL OBLIGATION BOND, SERIES 2000, and uutially there
shall be issued, sold, and delivered hereunder a single fully registered bond, wathout interest coupons, payable
in msta[lmants of pnnclpal (the "Imt~al Bond"), but the Initial Bond may be assigned and transferred and/or
converted into and exchanged for a hke aggregate principal amount of fully registered bonds, without interest
coupons, having serial maturities, and m the denomination or denominations of $5,000 or any integral multiple
of $5,000. all m the manner herema~er prowded The term .Bonds" as used m thas Ordinance shall mean and
include collectively the Imtxal 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, vathout interest coupons, dated May l, 2000, m the denommaUon and aggregate pnn¢lpal
amount of $3,750,000, numbered R- l, payable m annual installments ofpnnclpal to the initial registered owner
thereof, to-wit
FIRST SOUTHWEST COMPANY
or to the registered assignee or assignees of smd Bond or any portion or portions thereof (m each case, the
"registered owner"), with the annual installments of pnnclpal of the Imtial Bond to be payable on the dates,
respectively, and m the prmcipal amounts, respectavely, stated m the FORM OF INITIAL BOND set forth m
this Ordinance
(b) The ImUal Bond (0 may be prepaid or redeemed prior to the respective scheduled due dates of
installments of pnnclpal thereof, (n) nmy be assigned and transferred, (iii) may be converted and exchanged
for other Bonds, 0v) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and
mterest on the ImUal Bond shall be payable, all as provided, and m the manner required or md~cated, m the
FORM OF INITIAL BOND set forth m flus Ordinance
Section4 INTEREST Theunpa~dpnnclpalbalanceofthelmUalBondshallbearmterestfromthe
date of the Imual Bond to the respeeuve scheduled due dates, or to the respective dates of prepayment or
redemption, of the installments of pnnc~pal of the Imtml Bond, and smd interest shall be payable, all m the
manner provided and at the rates and on the dates stated m the FORM OF INITIAL BOND set forth m tbas
Ordinance
Section 5 FORM OF INITIAL BOND The form of the ImUal Bond, including the form of
Reglstral~on 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 $3,750,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON GENERAL OBLIGATION BOND
SERIES 2000
THE CITY OF DENTON, m Denton County, Texas (the "Issuer"), being a political subd~ws~on of
the Stat~ of Texas, hereby pronusee to pay to
FIRST SO--ST COMPANY
or to the registered assignee or assignees of flus Bond or any portaon or portions hereof (m each case, the
"registered owner") the aggregate principal amount of
2
$3,750,000
(THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS)
~n annual installments of principal due and payable on February 15 ~n each of the years, and m the respecUve
pnnmpal amounts, as set forth m the following schedule, and to pay interest, from the date of this Bond
heremafiei' stated, on the balance of each such installment of pnnclpal, respectively, from t~me to Ume
remaining unpaid, at the rates per annum as follows
PRINCIPAL INTEREST PRINCIPAL INTEREST
YEAR A_~M_.Q.Id~_T._ ~ YEAR AMOUNT RATE(%~
2001 190,000 6 125 2011 185,000 5 300
2002 190,000 6 125 2012 185,000 5 400
2003 190,000 6 125 2013 185,000 5 500
2004 190,000 6 125 2014 185,000 5 600
2005 190,000 6 125 2015 185,000 5 650
2006 190,000 6 000 2016 185,000 5 700
2007 190,000 6 000 2017 185,000 5 750
2008 190,000 6 000 2018 185,000 5 800
2009 190,000 6 000 **** ******* *****
2010 190,000 5 250 2020 370,000 5 875
Interest shall first be duc and payable on February 15, 2001, and sermannually on each Fcbruary 15
and AugUst 15 thereafter wtnle tlus Bond or any portion hereof Is outstanding and unpmd Said interest shall
be ealcul~sted on the baais cfa 360-day year composed of twelvc 30-day months
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable m
lawful money of the Umtcd States of Amenca, vathout exchange or collcct~on charges The installments of
pnnclpa~ and the interest on this Bond are payable to the rcgistcred owner hcrcofthrough the scrvlccs of BANK
ONE, TEXAS, N A, FORT WORTH, TEXAS, which is the "Paying Agent/Registrar" for this Bond
Payment of all pnnc~pal of and mterest on tins Bond shall be made by thc Paying Agent/Rcgistrar to the
rcgmtercd owner hereof on each principal and/or interest payment date by check, dated as of such date, drawn
by the Paying Agent/Res~strar on, and payable solely from, funds of thc Issuer rcqmred by the ordinance
anthonzing thc ~ssuanco oftlus Bond (tho "Bond Ordinance") to be on dcposlt vath thc Paying Agent/Registrar
for such purpose as hereinafter provided, and such chock shall be sent by the Paying Agent/Registrar by Umted
States .mml, first-class postage prepaid, on each such principal and/or interest payment date, to thc registered
owner hereof, at the address of tho registered owner, as ~t appeared at thc close of business on the last day of
the month next preceding each such date (the "Record Date") on the Rcg~stratlon Books kcpt by the Paying
Agcnt/R~glstrar, as hereinafter described The issuer covcannts with the rcglstcred owner of this Bond that
on or bolero each principal and/or interest payment date for this Bond it will make avadablc to the Paying
A~ent/Reglstrar, from the "Interest and Sinking Fund" created by the Bon. d ?r~, ~.ce, ,e a~., oun~ts r~cqu!~rc__d
to-provide for the payment, m immediately available funds, of all prmcipai oiana mtercsI on ires nona, wn~n
due ~
,IN THE EVENT of a nonpayment of interest on a scheduled payment datc, and for thirty (30) days
thereafter, a now record date for such interest payment (a "Special Record Date") will be estabhshed by the
Paying Agent/Registrar, if and when funds for the payment of such interest have bcen rcce~ved from the Issucr
Notice of the Special Record Date and of the scheduled payment date of the past duc interest ("Spcc~al Payment
Date", which shall be fiflcan (15) days after the Special Rccord Datc) shall be sent at lcast fivc (5) busmcss
3
days prior ~o the Special Record Date by Umted States maal, 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 maahng of such notice
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, allegal holiday, or a day on which hankmg institutions in the City where the Paying Agent/Registrar
is located are anthonzed by law or executive order to close, then the date for such payment shall be the next
succeeding day wlueh is not such a Saturday, Sunday, legal hohday, or day on wbach hankm8 restitutions are
authorized to close, and payment on such date shall have the same force and effect as ffmade on the original
date payment was due
THIS BOND has been authorized m accordance with the Consutution and laws of the State of Texas
FOR THE PURPOSE OF THE ACQUISITION OF PROPERTY AND MAKINO IMPROVEMENTS FOR
PUBLIC PURPOSES 1N SAID CITY, TO-WIT STREET AND TRAFFIC CONTROL IMPROVEMENTS,
PUBLIC LIBRARY IMPROVEMENTS AND PARK IMPROVEMENTS
ON FEBRUARY ! 5, 2010, or on any date whatsoever thereafter, the unpaad mstallmeots of pnnclpal
of flus Bead may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, wth
funds derived from any available source, as a whole, or m part, and, lfm part, the particular pomon of this
Bond to be prepaid or redeemed shall be selected and designated by the Issuer (prowded that a pomon ofttus
Bond may be redeemed only m an integral multiple of $5,000), at the prepayment or redempuun pnee of the
par or principal amount thereof, plus accrued interest to the date fixed for prepayment or redemption
THE BONDS of fins Series scheduled to mature on FEBRUARY 15, 2020 are subject to mandatory
redemption prior to their scheduled maturities, and shall be redeemed by the Issuer, m part, prior to their
scheduledlmatunUes, wth money from the Mandatory Redemption Account of the Interest and Stoking Fund,
vath 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 of a Bond may be redeemed only m an integral multiple
of $5,000), at a redemption price equal to the par or pnnclpal amount thereof and accrued interest to the date
of redemption, on the dates, and m the pnne~pal amounts, respectively, as shown m the following schedule
February 15.2020 Maturity
Mandatory Principal
Redemot~on Dates Amounts
February 15, 2019 185,000
February 15, 2020 (maturity) 185,000
The pnne!pal amount of the Bonds required to be redeemed on the Mandatory Redemption Dates pursuant to
the foreg0mg shall be reduced, at the option of the Issuer by the pnnc~pal amount of any Bonds out of the
maturity scheduled for February 15, 2020 which, at least 45 days prior to the aforesmd appropnate redemption
date (1) shall have I~n acquired by the Issuer at a pncc not exceeding the pnnclpal amount of such Bonds plus
accrued interest to the date of purchase thereof, and d~hvcred 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 stoking fund redemption Dunng any period ~n wluch ownership of the Bonds is
detemun~ by a book entry at a secuntiee depository for the Bonds, If fewer than all of the Bonds of the same
maturity/md be~nng such interest rate shall be scleeted in accordance with thc arrangements between thc Issuer
and the s~cuntles depository
4
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written notice
of such prepayment or redemption shall be mailed by the Paying Agent/Registrar to the registered owner hereof
By the date fixed for any such prepayment or redemption due prowsion 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 wtuch is to be so prepmd or redeemed, plus accrued ~ntemst thereon to the date fixed for
prepayment or redemption If such written notice of prepayment or redemption is given, and if due provis~on
for such payment is made, all as provided above, tlus Bond, or the portion thereof whmh is to be so prepaid
or redeemed, thereby autornatlcally shall be treated as prepaid or redeemed prior to its scheduled due date, and
shall not bear mterest aRor 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 pnncipal of flus Bond or any portion hereof
THIS BOND, to the extent of the unpmd or unredeemed pnncipal balance hereof, or any unpaid and
unredeemed pomon hereof m any integral multiple of $5,000, may be assigned by the Lmtial registered owner
hereof and shall be transferred only m the Reglstratmn Books of the Issuer kept by the Paying Agent/Registrar
acting m the capacity of registrar for the Bonds, upon the terms and condmons set forth in the Bond Ordinance
Among other requirements for such transfer, tlus Bond must be presented and surrendered to the Paymg
Agent/Regletrar for cancellation, together w~th proper instruments of assignment, m form and wah guarantee
of signatures satisfactory to the Paymg Agent/Registrar, evidencing assignment by the initial registered owner
oft}us Bond, or any portmn or portions hereof m any integral multiple of $5,000, to the assignee or assignees
in whose name or names tlus Bond or any such portion or portions hereof is or are to be transferred and
registered Any mstroment or instruments of assignment satisfactory to the Paying Agent/Registrar may be
used to ewdenee the assignment ofttus Bond or any such portion or portions hereof by the antial registered
owner hereof A new bond or bonds payable to such assignee or assignees (wluch then unll be the new
registered owner or owners of such new Bond or Bonds) or to the autial registered owner as to any pomon of
flus Bond wluch is not being assigned and transferred by the ~mtial registered owner, shall be delivered by the
Paying Agent/Registrar m conversion of and exchange for this Bond or any portion or portions hereof, but
solely in the form and manner as provided m the next paragraph hereof for the conversion and exchange ofttus
Bond or any posen hereof The registered owner of flus Bond shall be deemed and treated by the Issuer and
the Paymg Agent/Regmrar as the absolute owner hereof for all purposes, including payment and d~scharge 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 not, ce to the contrary
AS PROVIDED above and m tho Bond Ordmanee, flus Bond, to the extent of the unpaid or
unredeemed principal balance hereof, may be converted into and exchanged for a hke aggregate principal
amount of fully registered bonds, w~thout interest coupons, payable to the assignee or assignees duly designated
m venting by the imtlal registered owner hereof, or to the uutial registered owner as to any portion of tins Bond
wluch is not being assigned and transferred by the animal registered owner, in any denomination or
denominations m any integral multiple of $5,000 (subject to the requirement hereinafter stated that each
substitute bond issued m exchange for any port~on oftlus Bond shall have a single stated pnnclpal maturity
date), upon surrender ofttus Bond to the Paying Agent/Registrar for cancellation, all m accordance w~th the
form and procedures set forth m the Bond Ordinance If ttus Bond or any portmn hereof is assigned and
transferred or converted each bond issued m exchange for any pomon hereof shall have a single stated principal
maturity date corresponding to the due date of the installment of principal of ttus Bond or portion hereof for
wluch the substitute bond is bemg 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 ola the same dates and for the same prices as the corresponding installment of principal of tlus Bond
or portaon hereof for which they are being exchanged No such bond shall be payable tn mstallmems, but shall
have only one stated pnnc~pal maturity date AS PROVIDED IN THE BOND ORDINANCE, THIS BOND
IN ITS PRESENT FORM MAY BE AS SIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY,
and to one or more asstgnees, but the bonds ~ssued and delivered tn exchange for thts Bond or any portton
hereofmay be assigned and transferred, and converted, subsequently, as provided m the Bond Orchnance The
Issuer shall pay the Paying Agent/Reglstrar's standard or customary fees and charges for transfemng,
converttng, and exchanging flus Bond or any port,on thereof, but the one requesting such transfer, conversion,
and exchange shall pay any taxes or governmental charges requtred to be paid with respeot thereto The Paymg
AgentIReg~strar shall not be requtred to make any such asstgnment, conversion, or exchange (0 during the
period commencing w~th the close of business on any Record Date and endmg w~th the openmg of business on
the next following pnnc~pal or interest payment date, or, (n) with respect to any Bond or portton thereof called
for prepayment or redemptton prior to maturity, within 45 days prior to its prepayment or redemptton date
IN THE EVENT any ?aymg Agent/Registrar for this Bond ts changed by the Issuer, restgns, or
otherwtse ceases to act as such, the Issuer has covenanted tn the Bond Ordinance that n promptly will appoint
a competent and legally quahfied substitute therefor, and promptly will cause written not,ce thereof to be
marled to the registered owner of flus Bond
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and vahdly voted,
authorized, ~ssued, sold, and dehvered, that all acts, condmons, and dungs requtred or proper to be performed,
eyast, and be done precedent to or m the anthonzataon, tssuance, and dehvery of flus Bond have been
performed, exasted, and been done m accordance with law, that fins Bond ts a general obllgatton of the Issuer,
~ssued on the full froth and credtt thereof, and that annual ad valorem taxes sufficient to prowde for the
payment offue interest on and principal of flus Bond, as such interest comes due and such principal matures,
have been levaed and ordered to be lev~ed against all taxable property m the Issuer, and have been pledged
trrevocably for such payment, within the lmut prescribed by law
BY BECOMING the regtstered owner of flus Bond, the regtstered owner thereby acknowledges all of
the terms and provlsmns of the Bond Ordinance, agrees to be bound by such terms and prowslons,
acknowledges that the Bond Ordinance ~s duly recorded and available for mspectaon m the offictal minutes and
records of the govommg body of the Issuer, and agrees that the terms and prowsmns of flus Bond and the Bond
Ordinance consUtute a contract between the regastered owner hereof and the Issuer
IN WITNESS WHEREOF, the Issuer has caused flus Bond to be signed with the manual or facslnule
s~gnature of the Mayor of the Issuer and counterstgned and attested with the manual or facsurale stgnature of
the City Secretary of the Issuer, has caused the official seal of the Issuer to be duly tmpressed, or placed m
facsmule, on flus Bond and has caused flus Bond to be dated May 1, 2000
ATTEST CITY OF DENTON, TEXAS
By By
Jenmfor Walters Jack Miller
City Secretary, City of Denton, Texas Mayor, Ctty of Denton, Texas
(CITY SEAL)
(INSERT BOND INSURANCE LEGEND, IF ANY)
6
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROL[,EK OF PUBLIC ACCOUNTS
(To be attached to Inntal Bond only)
COMPTROLLER*S REGISTRATION CERTIFICATE REGISTER NO
I hereby ccm~ that flus Bond has been cxamtned, certtfied as to vahd~ty, and approved by thc Attorney
General of the State of Texas, and that flus Bond has been registered by the Comptroller of Pubhc Accounts
of the State of Texas
Wttness my st~nature and seal flus
Comptroller of Pubhc Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Seetton6 ADD[TIONAL CHARACTERISTICS OF THE BONDS (a) Re r tton dTr sfer
The Issuer shall keep or cause to be kept at the pnnc~pal corporate trust office of BANK ONE, TEXAS, N A,
FORT WORTH, TEXAS (the "Paying Agent/Kegtstrar") books or records of the reg~straUon and transfer of
the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as ns registrar
and transfer agent to keep such books or records and make such transfers and reglstraUons under such
reasonable regulations as the Issuer and Paying Agent/Regtstrar may prescribe, and the Paymg Agent/Reg~strur
shall make such transfers and regmraUons as hereto provtdsd The Paying Agent/Registrar shall obtain and
record m the ReglstraUoo Books the address of the regtstered owner of each Bond to wbach payments wnh
respect to the Bonds shall be marled, as hereto proxaded, but it shall be the duty of each regmered owner to
noUfy the Paying Agent£Reg~strar m writing of the address to wbach payments shall be marled, and such mterest
payments shall not be marled unless such notice has been gtven The Issuer shall have the right to respect the
Reg~straUon Books durmg regular business hours of the Paying Agent/Registrar, but othen~se the Paying
Agent~Reg~strar shall keep the Reg~stratmn Books oonfidenual and, unless othervase reqmred by law, shall not
penmt their mspecUon by any other entity Reg~stmUon of each Bond may be transferred m the Regtstrat~on
Books only upon presentaUon and surrender of such Bond to the Paymg Agent£Regxstrar for transfer of
regtstrat~on and cancellaUon, together w~th proper written instruments of assignment, m form and w~th
guarantee of signatures satisfactory to the Paying Agent/Registrar, 0) e~dencmg the assignment of the Bond,
or any portion thereof m any integral multiple of $5,000, to the asstgnee or assignees thereof, and (n) the nght
of such ass~guee or assignees to have the Bond or any such pomon thereof registered m the name of such
asstgnee or assignees Upon the assignment and transfer of any Bond or any porUon thereof, a new substttute
Bond or Bonds shall be tssued m eonvemoo and exchange therefor m the manner hereto provided The Imual
Bond, to the extent of the unpmd or unredeemed prmctpal balance thereof, may be assigned and transferred by
the na~Ual registered owner thereof once only, and to one or more assignees destgnated m writing by the ant~al
registered owner thereof All Bonds ~ssued and dehvered m coovemon of and exchange for the Imual Bond
shall be m any danommaUon or dsnoounaUoos of any mtegral mulUple of $5,000 (subject to the reqmrement
hereinafter stated that each substitute Bond shall have a single stated prmctpal maturity date), shall be m the
form prescribed m the FORM OF SUBSTITUTE BOND set forth m flus Ordinance, and shall have the
charaetenSUcs, and may be asstgned, transferred, and converted as heremaRer provtded If the ImUal Bond
or any portmn thereof ts asst~ned and transferred or converted the Imual Bond must be surrendered to the
Paying Agent/Registrar for cancellation, and each Bond ~ssued m exchange for any pomon of the Imt~al Bond
shall have a shale stated pnnclpal maturity date, and shall not be payable m mstallments, and each such Bond
shall have a principal maturity date corresponding to the due date of the mstalhaent of principal or porUon
thereof for wluch the substmtute Bond ~s being exchanged, and each such Bond shall bear interest at the single
rate apphcable to and borne by such installment ofprmcmpal or pomon thereof for which ~t ~s being exchanged
If only a portaon of the Imtaal Bond ~s assigned and transferred, there shall be dehvered to and regastered m the
name ofthe~ ant~al registered owner substitute Bonds m exchange for the unassigned balance of the Imt~al Bond
~n the sam0 manner as tfthe antxal registered owner were the assignee thereof If any Bond or port,on thereof
other than the Inmal Bond ~s assigned and transferred or converted each Bond ~ssued ~n exchange therefor shall
have the same pnncxpal maturity date and bear mtereet at the same rate as the Bond for winch n ~s exchanged
A form of assignment shall be pnnted or endorsed on each Bond, excepting the Imtlal Bond, which shal! be
executed by the registered owner or ~ts duly authorized attorney or representative to evidence an assignment
thereof Upon surrender of any Bonds or any port,on or portions thereof for transfer of registration, an
authorized Yepresentat~ve of the Paying Agent/Registrar shall make such transfer m the Reg~straUon Books,
and shall dehver a new fully registered substxtute Bond or Bonds, having the characteristics hereto descnbed,
payable to ~such assignee or assignees (which then will be the registered owner or owners of such new Bond
or Bonds), or to the prewous registered owner m case only a port,on of a Bond is being assigned and
transferred, all m conversion of and exchange for sa~d assigned Bond or Bonds or any portion or portions
thereof, m tho same form and manner, and w~th the same effect, as prowded m Section 6(d), below, for the
conversion and exchange of Bonds by any registered owner of a Bond The Issuer shall pay the Paying
Agant/Reg~strafs standard or customary fees and charges for making such transfer and dehvery ora substitute
Bond or Bonds, but the one requestmg such transfer shall pay any taxes or other governmental charges required
to be pearl v~th respect thereto The Paying Agent/Registrar shall not be reqmred to make transfers of
reg~strataon of any Bond or any port,on thereof (0 during the period commencing vath the close ofbusmess on
any Record Date and ending vath the opening of business on the next following principal or interest payment
date, or, (n) w~th respect to any Bond or any portmn thereof called for redemption prior to maturity, vaflun 45
days prior to ~ts redemption date
(b) Ownershi~ of Bonds The entaty m whose name any Bond shall be registered m the Registration
Books at any tune shall be deemed and treated as the absolute owner thereof for all purposes of flus Ordinance,
whether or not such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affeetexl
by any notice to the contrary, and payment of, or on account of, the pnnc~pal of, prenuum, ~f any, and interest
on any such Bond shall be made only to such registered owner All such payments shall be valid and effectual
to satxsfy and discharge the habthty upon such Bond to the extent of the sum or sums so pa~d
(c) P~,¥raent of Bonds and Interest The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, and to act as ~ts agent to
convert arid exchange or replace Bonds, all as prowdsd ua flus Ordinance The Paying Agent/Registrar shall
keep proper records of all payments made by the Issuer and the Paying Agent/Registrar vath respect to the
Bonds, an~l of all canversmns and exchanges of Bonds, and all replacements of Bonds, as provided m flus
Ordmanea However, m the event ofa nanpayment of mtereet on a scheduled payment date, and for flurry (30)
days there~ff~er, a new record date for such interest payment (a "Special Record Date~') vail be estabhshed by
the Paymg Agent/Registrar, ~f and when funds for the payment of such interest have been received from the
Issuer N0taee ofthe Speo~al Record Date and ofthe scheduled payment date ofthe past dae interest ("Special
Payment Date", which shall be fi/~een (15) days aider the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by Umted States mad, first class postage prepmd, to the address
of each Hblder of a Bond appearing on the reg~etratmn books of the Paying Agent/Registrar at the close of
business on the 15th business day next preeexhng the date of malhag of such not,ce
(d) Conversmn and E,,,~hanc, e or Replacement. Authent~catmn Each Bond ~ssued and dehvered
pursuant to flus Ordinance, to the extent of the unpaid or unredeemed pnnc~pal balance or pnnc~pal amount
thereof, may, upon surrender of such Bond atthe prme~pal 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 thc Paying Agent/Registrar, may, at the option of the registered owner or such assignee or assignees, as
appropriate, be converted rote and exchanged for fully registered bonds, without interest coupons, m the form
prescribed m the FORM OF SUBSTITUTE BOND set forth in th~s Ordinance, m the danommatlon of $5,000,
or any lnte,ral multiple of $5,000 (sub. leet to the requirement heremai%er stated that each substitute Bond shall
have a sm$1o stated maturity date), as requested m writing by such registered owner or such assignee or
assignees, m an aggregate prmcipat amount equal to the unpmd or unredeemed prmcipal balance or principal
amount of any Bond or Bonds so surrendered, and payable to thc appropriate registered owner, assignee, or
assignees, as the case may be Ifthe burial Bond is assigned and transferred or converted each substitute Bond
issued in exchange for any portion of the Imtial Bond shall have a single stated principal matumy date, and
shall not be payable m instalLments, and each such Bond shall have a principal maturity date corresponding
to the duc, date of the installment of principal or posen thereof for which the substitute Bond is being
exchanged; and each such Bond shall bear interest at the single rate applicable to and bome by such installment
of principal or portion thereof for which it is being exchanged If a portaon 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, m the denomination or denominations of any integral
multiple of $5,000 at the request of the registered owner, and m aggregate principal amount equal to the
unredeemed portion thereof, will be issued to thc registered owner upon surrender thereof for canccllataon If
any Bond ~)r portion thereof (other than the lmtial 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 chstmgnlsh
it from each other Bond Thc Paying Agent/Registrar shall convert and cxchangn or replace Bonds as prowded
hereto, and each fully registered bond delivered in conversion of and exchange for or replacement of any Bond
or portion thereof as perrmRed or required by any provision of this Ordinance shall constatute one of thc Bonds
for all purposes ofth~s Ordinance, and may again be converted and exchanged or replaced It is specifically
provided that any Bond authenticated m conversion of and cxchangn for or replacement of another Bond on
or prior to[the first scheduled Record Date for the Imtxal Bond shall bear interest from the date of the Imtial
Bond, but each substitute Bond so autheaticated 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 autheOticated, unless
such Bond is authenticated after any Record Date but on or before the next following interest payment date,
m wbach case it shall bear interest from such next following mterest payment date, provided, however, that if
at the tune of dehvery of any substitute Bond the interest on the Bond for which it is being exchanged ts due
but has not been paid, then such Bond shall bear interest from thc date to which such interest has been prod m
full THE IINITIAL BOND xssued and dehvered pursuant to this Ordinance is not required to be, and shall not
be, anthe~ticated by the Paymg Agent/Re~strar, but on each substitute Bond issued m 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
9
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It ts hereby certified that flus Bond has been issued under the provisions of the Bond Ordinance
described ua flus Bond, and that flus Bond has been issued m 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 oft. he State of Texas and registered by the Comptroller of Public Accounts of the State of Texas
BANK ONE, TEXAS, N A,
FORT WORTH, 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 Agent/Registrar promptly shall cancel all Bonds surrendered for conversion
and exchange or replacement No adthtmnal ordinances, orders, or resnlutaons 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 posen thereof, and the Paying Agent/Registrar shall prowde for the
printing, execution, and delivery of the substitute Bonds m the manner prescribed hereto, and sa~d Bonds shall
be of type composltaon printed on paper with bthographed 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 unposed upon the Paying Agent/Registrar, and, upon the execution
of the above Paying Agent/Reglstrar's Authenticataon Certificate, the converted and exchanged or replaced
Bond shall be valid, incontestable, and enforceable m the same manner and with the same effect as the Imual
Bond which originally was issued pursuant to flus Ordinance, approved by the Attorney General, and registered
by the Comptroller of Public Accounts The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for transferring, converting, and exchanging any Bond or any portion thereof, but
the one requesting any such transfer, conversion, and exchange shall pay any taxes or governmental charges
required to be paid vnth respect thereto as a cooditaon 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 portaon thereof 0) during the penod commencing w~th the close ofbasmess on
any Record Date and ending vnth the opening of basmess on the next following pnncipal or interest payment
date, or, (il) vath respect to any Bond or portaon thereof called for redempUon prior to maturity, witlun 45 days
prior to its redemption date
(e) In General All Bonds issued m conversion and exchange or replacement of any other Bond or
portion thereof, (0 shall be issued m fully registered form, without interest coupons, vath the pnncipal of and
interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their
scheduled maturities, (m) may be transferred and assigned, (iv) may be converted and exchanged for other
Bonds, (v) shall have the characteristics, (xa) shall be signed and sealed, and (vii) the principal of and interest
on the Bonds shall be payable, all as pro,stied, and m the manner required or m~hoated, in the FORM OF
SUBSTITUTE BOND set forth m flus Ordinance
(f) P~yment of Fees and Chames The Issuer hereby covenants with the registered owners of the
Bonds that it vail (0 pay the standard or customary fees and charges oftha Paying Agent/Registrar for its
services vath respect to the payment of the pnnclpal of and interest on the Bonds, when due, and (ii) pay the
l0
fees and charges of the Paymg Agent/Registrar for services with respect to the transfer of registration of Bonds,
and with respect to the conversion and exchange of Bonds solely to the extent above provided m this Ordinance
(g) S~l>stitute Pavme Aeent/Re~lstrar The Issuer covenants with the registered owners of the Bonds
that at all tunes while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank,
trust company, financial restitution, or other agency to act as and perform the sen~lces 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 tt will promptly appoint a competent and legally qualified bank, trust
company, financial institution, or other agency to act as Paying Agent/Registrar under tins Ordinance Upon
any change m the Paying Agent/Registrar, the previous Paying Agent/Registrar shall promptly transfer and
deliver the Registration Books (or a copy thereof), along vath all other pertinent books and records relating to
the Bonds, tu the new Paying Agent/Registrar designated and appointed by the Issuer Upon any change m the
Palang Agent/Registrar, the Issuer promptly vail cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each registered owner of the Bonds, by United States mai, first-class postage prepaid,
wbach notice also shall give the address of the new Paying Agent/Registrar By accepting the posmon and
pefformm$ as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of tins
Ordinance, and a certified copy of this Ordinance shall be delivered to each Paymg Agent/Registrar
Section 7 FORM OF SUBSTITUTE BONDS The form of all Bonds issued m conversion and
exchange or replacement of any other Bond or portion thereof, including the form of Paying Ageat/Reglstrar'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, substantmlly as follows, vath such appropriate vanaUons, omissions, or msemons as
are penmtted or required by flus 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 2000
ORIGINAL DATE
INTEREST RATE ~,T~:.LTY-~]~ OF ISSUE CUSIP NO
%
ON THE MATURITY DATE specified above the CITY OF DENTON, m Denton County, Texas
(the "Issuer"), being a political subdivision of the State of Texas, hereby pronuses to pay to
, or to the registered assignee
hereof (either being hereinafter called the "registered owner") the prmcipal amount of
11
and to pay Interest thereon, calculated on the basis of a 360-day year composed of twelve 30-day months, from
May 1, 2000, 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, 2001, and
senuannually on each August 15 and February 15 thereafter, except that if the date of anthenucatlon of flus
Bond is later than the first Record Date (hereinafter defined), such pnncapal amount shall bear interest from
the interest payment date next preceding the date of anthenUcatmn, unless such date of authenUcaUon is after
any Record Date (hereinafter defined) but on or before the next following interest payment date, in which case
such prmclpal amount shall bear interest from such next followmg interest payment date
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the Umted
States of America, without exchange or collection charges The principal of flus Bond shall be paid to the
registered owner hereof upon presentatmn and surrender of flus Bond at maturity or upon the date fixed for its
redemption prior to maturity, at the principal corporate trust office of BANK ONE, TEXAS, N A, FORT
WORTH, TEXAS, winch is the "Paying Agent/Registrar" for flus Bond The payment ofinterest on flus Bond
shall be made by the Paymg Agent/Registrar to the registered owner hereof on each interest payment date by
check, dated as of such mterest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the Issuer required by tho 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 Umted States mall, 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 Reglstrataun Books kept by the ?aymg 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
redempUon of flus Bond prior to maturity as provided hereto shall be prod to the registered owner at the
prmcipal corporate trust office of the Paying Agent/Registrar upon presentation and surrender of flus Bond for
redempUon and payment at the principal corporate trust office ofthe Paying Agent/Registrar The Issuer cove-
nants v~th the registered owner of flus Bond that on or before each prmcapal payment date, interest payment
date, and accrued interest payment date for flus Bond it will make available to the Paying Agent/Registrar,
from the "Interest and Stoking Fund" created by the Bond Ordinance, the amounts required to provide for the
payment, m anmedmtely available funds, of all principal of and mterest on the Bonds, when due
IN THE EVENT of a nonpayment of interest on a scheduled payment date, and for flurry (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
Notace of the Specml Record Date and of the scheduled payment date of the past due interest ("Special Payment
Date", winch 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 Umted States mall, 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 mmlmg of such nonce
IF THE DATE for the payment of the prmcapal of or interest on flus Bond shall be a Saturday,
Sunday, a legal holiday, or a day on wbach hankmg mstatuUons m the City where the Paying Agent/Registrar
is located are anthonzed 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 wbach banking institutions are
anthonzed to close, and payment on such date shall have the same force and effect as if made on the original
date payment was due
12
THIS BOND ~s one of an issue of Bonds ant~ally dated May 1, 2000, authorized m accordance with
the Constitution and laws of the State of Texas m the principal amount of $3,750,000, FOR THE PURPOSE
OF THE ACQUISITION OF PROPERTY AND MAKING IMPROVEMENTS FOR PUBLIC PURPOSES
IN SAID CITY, TO-WIT STREET AND TRAFFIC CONTROL IMPROVEMENTS, PUBLIC LIBRARY
IMPROVEMENTS AND PARK IMPROVEMENTS
ON FEBRUARY 15, 2010, or on any date whatsoever thereaecer, the Bonds of tins Series may be
redeemed prior to their scheduled maturities, at the optmn of the Issuer, w~th funds derived from any available
and lawful source, as a whole, or m part, and, ~f m part, the pamcular Bonds, or portions thereof, to be
redeemed shall be selected and designated by the Issuer (prowded that a pomon cfa Bond may be redeemed
only ~n an integral multiple of $5,000), at the redemption price of the par or prmcxpal amount thereof, plus
accrued interest to the date fixed for redemptaon
THE BONDS of th~s Series scheduled to mature on FEBRUARY 15, 2020 are subject to mandatory
redemptaon prior to their scheduled matuntaes, and shall be redeemed by the Issuer, m part, prior to their
scheduled matonties, wtth money from the Mandatory Redemption Account of the Interest and Stoking Fund,
w~th the particular Bonds or pomun thereof to be redeemed to be selected by the Paying Agent/Registrar, by
lot or other customary method (provided that a pomon cfa Bond may be redeemed only m an integral multiple
of $5,000), at a redemption price equal to the par or pnnmpal amount thereof and accrued interest to the date
of redemptmn, on the dates, and m the principal mounts, respectively, as shown m the following schedule
February 15.2020 Maturity
Mandatory Principal
~ Amounts
February 15, 2019 185,000
February 15, 2020 (maturity) 185,000
The principal amount of the Bonds reqmred to be redeemed on the Mandatory Redemption Dates pursuant to
the foregoing shall be reduced, at the optmn of the Issuer by the principal amount of any Bonds out of the
maturity scheduled for February 15, 2020 winch, at least 45 days prior to the aforesmd 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 dohvered to the Paying AgenffReglstrar for cancellation,
or (2) as shall have been redeemed pursuant to the optional redemption provisions hereof and not prewously
crexhted to the mandatory stoking fund redampt~on Dunng any period m winch ownersinp of the Bonds ~s
determined by a book entry at a seounttes depository for the Bonds, ff fewer than all of the Bonds of the same
maturity and bearing such interest rate shall be selected m accordance w~th the arrangements between the Issuer
and the securities depository
AT LEAST 30 days prior to the date fixed for any redemptmn of Bonds or portmns thereof prior to
maturity a written notice of such redemptton shall be sent by the Paying Agent/Registrar by Umted States mini,
first-class postage prepaid, to the registered owner of each Bond to be redeemed at ~ts address as ~t appeared
on the 45th day prior to such redemptton date, provided, however, that the fadure to send, marl, or receive such
net~oe, or any defect thereto or m the sending or reading thereof, shall not affect the vahdlty or effectiveness
of the proceedings for the redemption of any Bond By the date fixed for any such redemptaon due prowslon
shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds
or port~ons thereof winch are to be so redeemed, plus accrued interest thereon to the date fixed for redemption
If such written horace of redempUon ,s given and ff due provision for such payment ~s made, all as provided
13
above, the ,Bonds or pomons thereof winch are to be so redeemed thereby automattcally shall be treated as
redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redempUon,
and they shall not be regarded as being outstanding except for the right of the registered owner to recetve the
redemptton price plus accrued interest from the Paying Agent/Regtstrar out of the funds provtded for such
payment Ifa port,on of any Bond shall be redeemed a substttute Bond or Bonds having the same maturity
date, beanng interest at the same rate, m any denommatton or denommaUons tn any integral mulUple of $5,000,
at the written request of the registered owner, and tn aggregate pnnctpal amount equal to the unredeemed
portton thereof, wdl be tssued to the regtstered owner upon the surrender thereof for cancellatton, at the expense
of the Issuer, all as provtded m the Bond Ordinance
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE
OF $5,000 may be assigned and shall be transferred only tn the Regtstratmn Books of the Issuer kept by the
Paying Agent/Registrar acting m the capacity of registrar for the Bonds, upon the terms and condittons set forth
tn the Bond Ordinance Among other requirements for such asstgnment and transfer, flus Bond must be
presented and surrendered to the Paying Agent/Registrar, together wath proper tnstruments of asstgnment, tn
form and vath guarantee of s~gnatures saUsfaetory to the Paying Agent/Regtstrar, evtdencmg asstgnment of
flus Bond or any porttan or pomons hereof m any integral multtple of $5,000 to the assignee or assignees tn
whose name or names flus Bond or any such portmn or port~ons hereof as or are to be transferred and
regtstered The form of Assignment pnnted or endorsed on tbs Bond shall be executed by the regtstered owner
or tts duly anthonzed attorney or representattve, to ewdence the asstgnment hereof A new Bond or Bonds
payable to such assignee or assignees (winch then will be the new regtstered owner or owners of such new Bond
or Bonds), or to the prevmus registered owner m the case of the asstgnment and transfer of only a portion of
flus Bond, may be dehvered by the Paying Agent/Registrar m convemon of and exchange for flus Bond, all
m the form and manner as provided m the next paragraph hereof for the conversaon and exchange of other
Bonds The Issuer shall pay the Paying Agont/Reglstrar's standard or customary fees and charges for mahng
such transfer, but the one requesting such transfer shall pay any taxes or other governmental charges required
to be pard, with respect thereto The Paying Agent/Regtstrar shall not be required to make transfers of
registratmn of flus Bond or any portaon hereof (0 during the period commencing w~th the close of business on
any Record Date and ending w~th the opening of business on the next following prmapal or interest payment
date, or, (l~) wath respect to any Bond or any port,on thereof called for redemptton pnor to maturity, w~flun 45
days prior to ~ts redemption date The registered owner of tins Bond shall be deemed and treat~ by the Issuer
and the Paying AgenffRegistrar as the absolute owner hereof for all purposes, meindmg payment and discharge
of habfl~ty upon flus Bond to the extent of such payment, and the Issuer and the Payuag AgenffRegistrar shall
not be affected by any notate to the contrary
ALL BONDS OF THIS SERIES are ~ssuable solely as fully regxstered bonds, without interest
coupons, ua the deoommation of any integral mnlttple of $5,000 As prowded m the Bond Ordinance, tins
Bond, or any unredeamed portJon hereof, may, at the request of the regtstered owner or the assignee or
assignees hereof, be converted rote and exchanged for a hke aggregate pnnctpal amount of fully registered
bonds, without uaterest coupons, payable to the appropriate regxstered owner, assignee, or asstgnees, as the case
may be, having the same maturity date, and bearing interest at the same rate, m any denommauon or
denominations ua any uategral rnul'aple of $5,000 as requested ua 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 m accordance vath the form and procedures set forth m the Bond Ordinance The Issuer shall
pay the Payuag Agent/Rog~strar's standard or customary fees and charges for transfernng, converting, and
exchanging any Bond or any portaon thereof, but the one requesting such transfer, convemon, and exchange
shall pay any taxes or governmental charges required to be paid vath respect thereto as a condition precedent
to the exercise of such pnwlege of conversmn and exchange The Payuag Agent/Regtstrar shall not be required
to make any such convemon and exchange (0 dunng the period commencing wtth the close ofbusuaess on any
Record Date and ending vath the opening ofbusuaess on the next following pnnctpal or interest payment date,
14
or, (Il))filth respect tO any Bond or portton thereof called for redemption prior to maturity, wahm 45 days prior
to ~ts rederapt~on date
IN THE EVENT any Paying Agent/Registrar for the Bonds ~s changed by the Issuer, resigns, or
otherwise (:eases to act as such, the Issuer has covenanted ~n the Bond Ordinance that it promptly will appoint
a competent and legally quahfied substitute therefor, and will promptly cause written not,ce thereof to be
marled to the registered owners of the Bonds
IT IS HEREBY certified, recited, and covenanted that flus Bond has been duly and vahdly voted,
authorized, ~ssued, sold, and delivered, that all acts, conditions, and dungs required or proper to be performed,
exist, and be done precedent to or m the anthonzatmn, ~ssuance, and delivery of flus Bond have been
performed, ex~sted, and been done m accordance wath law, that flus Bond ~s a general obhgat~on of the Issuer,
~ssued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to prowde for the
payment of the mterest on and principal of flus Bond, as such interest comes due and such principal matures,
have been lewed and ordered to be levied against all taxable property m the Issuer, and have been pledged
~rrevoeably for such payment, within the lmut prescribed by law
BY BECOMING the registered owner of flus Bond, the registered owner thereby acknowledges all of
the terms and prows~ons of the Bond Ordinance, agrees to be bound by such terms and prowsxons,
acknowledges that the Bond Ordmanco ~s duly recorded and available for respect*on m the official minutes and
records of the governing body of the Issuer, and agrees that the terms and prowsions of flus Bond and the Bond
Ordinance constatute a contract between each registered owner hereof and the Issuer
IN WITNESS WHEREOF, the Issuer has caused flus Bond to be signed w~th the manual or faesmule
signature of the Mayor of the Issuer and countersigned and attested w~th the manual or faestmfle signature of
the C~ty Secretary of the Issuer, and has caused the official seal of the Issuer to be duly ~mpressed, or placed
~n facsmmle, on flus Bond
ATTEST CITY OF DENTON, TEXAS
By By
Jenmfer Walters Jack Miller
C~ty Seeretasy, City of Denton, Texas Mayor, C~ty of Denton, Texas
(CITY SEAL)
15
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if flus Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
k is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described m th~s 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, TEXAS, N A,
FORT WORTH, TEXAS, Paying Agent/Registrar
Dated
By.
Authorized Representative
(INSERT BOND INSURANCE LEGEND, IF ANY)
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of tlus Bond, or duly authorized
representative or attorney thereof, hereby assigns flus Bond to
/ /
(Asslgnee's Social (print or typewme Assignees name and
Security or Taxpayer address, including z~p code)
Identlficataon Number)
and hereby ~rrevocably consUtutes and appoints
attorney to transfer the reglstrataon of flus Bond on the Paying AgentfRegistrar's Registration Books w~th full
power of substitutaon m the prermses
Dated
Signature Guarant~-.,d
NOTICE Signature(s) must be guaranteed by Registered Owner
an eligible guarantor mst~tut~on pamcipatmg m NOTICE Tius Slgnamr~ must correspond with
a securities transfer association recogmzed the name of the Registered Owner appeanng on
signature guarantee program the face of flus Certificate m every particular
w~thout alteration or enlargement or any change
whatsoever
16
Sectaon 8 TAX LEVY A special Interest and Stnkmg Fund (the "Interest and Sinking Fund") is
hereby created solely for the benefit of the Bonds, and the Interest and Smkmg Fund shall be estabhshed and
maintained by the Issuer at an offictal depository bank of the Issuer The Interest and Smktng Fund shall be
kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paymg the
interest on and pnnctpal of the Bonds All ad valorem taxes lev~ed and collected for and on account of the
Bonds shall be deposited, as collected, to tho credit of the Interest and Sinking Fund During each year wh~le
any of the Bonds or ~nterest thereon are outstanding and unpaid, the governing body of the Issuer shall
compute and ascertain a rate and amount of ad valorem tax which w~ll be sufficient to raise and produce the
money reqmrad to pay the interest on the Bonds as such interest becomes due, and to provide and mamta~n a
stoking fund adequate to pay the pnnctpal or,ts Bonds as such principal matures (but never less than 2% of
the original pnnc~pal amount of the Bonds as a stoking fund each year) Said tax shall be based on the latest
approved tax rolls of the Issuer, wtth full allowance bemg made for tax delinquencies and the cost of tax
collection Said rate and amount of ad valorem tax ~s hereby lowed, and ~s hereby ordered to be lev~ed, against
all taxable property m the Issuer for each year wtule any of the Bonds or interest thereon are outstandmg and
unpaid, and smd tax shall bo assessed and collected each such year and deposited to the credit of the afuresaid
Interest and Stoking Fund Said ad valorem taxes sufficient to provide fur the payment of the ~nterest on and
principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such
payment, vathm tho lumt prescnbad by law
Section 9 DEFEASANCE OF BONDS (a) Any Bond and the mterest thereon shall be deemed to
be paid, rctlred, and no longer outstandm8 (a "Defeased Bond") w~thm the meaning of flus Ordinance, except
to the extent prowded m subsectaon (d) oftlus Section 9, when payment of the pnnc~pal of such Bond, plus
interest thereon to tho due date (whether such due date be by reason of maturity, upon redemptaon, or
other~ase) e~ther (0 shall have been made or caused to be made m accordance vath the terms thereof (including
the g~vmg of any roqmred not,ce of redemption), or (u) shall have been prowded for on or before such due date
by ~rrevocably depositing vath or makang available to the Paying Agent/Registrar for such payment (1) lawful
money of the Urated States of Amenca sufflcxent to make such payment or (2) Government Obhgat~ons which
mature as to principal and interest m such amounts and at such t~mes as wxll unsure the avadabthty, vathont
relnvestment, of sufficient money to provxde for such payment, and when proper arrangements have been made
by the Issuer vath the Paying Agent/Registrar for the payment of its servtces until all Defeased Bonds shall
have become due and payable At such tune as a Bond shall be deemed to be a Dofeasad Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entttlad to the
benefits of, the ad valorem taxes hereto lo,aM and pledged as prosqded m flus Ordinance, and such pnnc~pal
and interest shall be payable solely from such money or Government Obhgattons
(b) Any moneys so depos~tad w~th the Paying Agent/Registrar may at the written direet~oo of the
Issuer also be invested m Government Obhgataons, maturing m tho amounts and tunes as hereinbefore set fu~h,
and all meome from such Government Obhgatxoos received by the Paying AgentJReglstrar wbach ts not
reqmrad for the payment of tho Bonds and interest thereon, vath respect to wluch such money has been so
deposited, shall be turned over to the Issuer, or deposited as directed m writing by the Issuer
(c) The term "Government Obhgat~ons" as used m flus Section shall mean chrect obl~gatloas of
tho Umted States of America, including obligations tho principal of and interest on wbach are unconditionally
guaranteed by tho Umted States of America, wluch may be Umted States Treasury obhga~aons such as ~ts State
and Local,Government Sones, wbach may be m book-entry form
(d) Until all Defeased Bonds shall have become due and payable, tho Paying Agent/Registrar shall
perform tho sorwces of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
17
defensed, and the Issuer shall make proper arrangements to provide and pay for such services as required by
th~s Ordinance
Section 10 DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS (a)
Renlacetnent Bonds In the event any outstanding Bond Is damaged, mutilated, lost, stolen, or destroyed, the
Paytng Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same prtnc~pal
amount, tnatunty, and tnterest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, tn replacetnent
for such Bond m the manner hereinafter provided
(b) AD~heatlon for Replacement Bonds Apphcation fur replacement ofdamaged, 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 ora Bond, the registered owner applytng for a replacetnent bond shall
furmsh to the Issuer and to the Paying Asent/Reg~strar such security or tndemmty as may be required by them
to save each ofthem harmless fi'om any loss or damage w~th respect thereto Also, in every case of loss, theft,
or destruction of a Bond, the registered owner shall furmsh to the Issuer and the Paytng Agent/Registrar
ewdence to their satlsfaetaon ortho loss, theft, or destruction of such Bond, as the case may be In every case
of damage or muUlatmn of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for
cancellaUon the Bond so d~maged or mutdated
(c) No Default Occurred Notwithstanding the foregotng prov~sions of flus Section, tn the event
of any such Bond shall have matured, and no default has occurred wluch ~s then continuing tn the payment of
the prmc~pal of, redemption prenuam, if any, or tnterest on the Bond, the Issuer may authorize the payment
of the same (without surrender thereof except m the case of a damaged or mutilated Bond) tnstead of ~ssumg
a replacement Bond, provided security or mdemmty ~s furmshed as above provided in flus Seetaon
(d) Charae for Issum,, Replacement Bonds Prior to the ~ssuance of any replacement bond, the
Paying Agent/Registrar shall charge the registered owner of such Bond w~th all legal, prmttng, and other
expenses m eonnectmn therewith Every replacetnent bond ~ssued pursuant to the provlsmns ofttus Seetmn
by wrtue of the fact that any Bond ~s lost, stolen, or destroyed shall eonsUtute a contractual obhgatlon of the
Issuer whOther or not the lost, stolen, or destroyed Bond shall be found at any tame, or be enforceable by
anyone, and shall be ent~fled to all the benefits of flus Ordinance equally and proportionately v~th any and all
other Bonds duly ~ssued under flus Ordinance
(e) A~thgntv for Issum,, Renlacement Bonds In accordance w~th Chapter 1201, Texas
Government Code, flus Semen of flus Ordinance shall constitute authority for the issuance of any such
replacement bond without necessity of further action by the govermng body of the Issuer or any other body or
person, and the duty of the replacement of such bonds ~s hereby authonzed and ~mposed upon the Paying
Agent/Registrar, and the Paymg Agent/Registrar shall authenticate and dshver such Bonds tn the form and
manner and with the effect, as pro~dod tn Section 6(d) of flus Ordinance for Bonds ~ssued m conversion and
exchange for other Bonds
Sectlonll COVENANTSREI3ARDINC~TAX-EXEMPTION TheIssuereovenantstorefratnfrotn
taking any action which would adversely affect, or to take such action to assure, the treatment of the Bonds
as obhgat~ons described m sectmn 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the
interest on wluch ~s not includable m the "gross raceme" of the holder for purposes of federal tncome taxation
In furtherance thereof, the Issuer covenants as follows
(a) to take any aeUan to assure that no more than 10 peroent of the proceeds ortho Bonds
or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any
18
"private business use", as defined m section 141(b)(6) of the Code, or ffmore 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, m contravention of section 14 l(b)(2) of the Code,
(b) to take any action to assure that m the event that the "private bus~ness use" described
m subsection (a) hereof exceeds five percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited rote a reserve fund, ~fany) then the amount ~n excess of five percent
~s used for a "private business use" which is "related" and not "disproportionate", w~thm the meamng
of section 141(b)(3) of the Code, to the governmental use,
(c) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or five percent of the proceeds of the Bonds (less amounts deposited rote a reserve fund,
ffany) is, threctly or indirectly, used to finance loans to persons, other than state or local governmental
umts, m contravention of section 141(c) of the Code,
(d) to mil'am from taking any action which would otherwise result ~n the Bonds being
treated as "private activity bonds" within the meamng of section 14 l(b) of the Code,
(e) to reft'am from taking any action that would result m 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 m&rectly,
to acquire or to replace funds winch were used, threetly or mchrecfly, to acquire investment property
(as d~fmed msectton 148(b)(2) of the Code) winch produces a materially ingher y~eld over the term
of the Bonds, other than investment property acqmred vath --
( 1 ) proceeds of the Bonds invested for a reasonable temporary period of 3 years
or less, or in the case ora refunding bonds, for a period of 30 days or less until such proceeds
are needed for the purpose for winch the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, w~thm the meaning of
seetmn I 148-1(b) of the Treasury Regulations, and
(3) amounts dq~oslted m any reasonably required reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the stated principal amount (or, tn the
case ora thscount, the issue price) of the Bonds,
(g) to othevmse 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 othervase 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
refundmgs), and
(h) to pay to the Umted States of America at least once dunng each five-year period
(begmmng on the date of dehvery of tho Bonds) an amount that is at least equal to 90 percent of the
"Excess Earnings", within the meaning of sectmn 148(0 of the Code and to pay to the United States
19
of America, not later that 60 days a~er 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
"disposmun proceeds" as defined m the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds ofthe refunded bonds expended prior to the date of issuance of the Bonds It
is the understanding of the Issuer that the covenants contained hereto are intended to assure compliance w~th
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 hereaiter promulgated which modify, or expand provisions of the
Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein
to the extent that such failure to comply, in the opunon of nationally-recognized bond counsel, will not
adversely affect the exemption from federal raceme taxation of interest on the Bonds under section 103 of the
Code In the event that regulations or rulings are hereafter promulgated wbach tmpose addmonal requirements
which are applicable to the Bonds, the Issuer agrees to comply with the addmonal requirements to the extent
necessary and reasonably possible, m the opunon of nataonally-reoogmzed bond counsel, to preserve the
exemption from federahncome taxation ofmterest on the Bonds under section 103 ofthe Code In furtherance
of such retention, the Issuer hereby authorizes and chrects the Mayor to execute any documents, certificates
or reports required by the Code and to make such elections, on behalf of the Issuer, wbach may be pemutted
by the Code as are consistent with the purpose for the issuance of the Bonds The Issuer covenants to comply
with the covenants m tins sccUon after defeasance of the Bonds
In order to facilitate comphancc with thc abovc covenant (h), a "Rebate Fund" is hereby cstabhshed
by the Issuer for the sole benefit of thc Umted States of Amcnca, and such fund shall not bc subject to the
claun of any othcr person, including without lumtataon, thc bondholdcrs The Rebate Fund Is estabhshed for
the additional purpose of compliance with scct~on 148 of the Code
Section 12 ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE PROJECT
Thc Issuer covenants to account for the expenditure of sale procccds and mvcstmcnt cammgs to be used for
the purposes described m Section 1 oftlus Ordinance (hie "Projcct") on its books and records m accordance
with thc rcquircmants of thc Internal Revenue Code The Issuer recognizes that mordcr for the prcoccds to
bc considered used for the reunbursemcnt of costs, the proceeds must be allocated to expenditures w~tlun 18
months of thc later of the date that (1) the expenchture is madc, or (2) thc Project is completed, but m no event
latcr than ihree years after thc dats on wtuch the original expenditure Is paid Thc forcgomg notwithstanding,
thc Issucr recogmzcs that m order for proceeds to be expended under thc Internal Rcvenue Code, thc sale
proceeds or investment earnings must be cxpendsd no more than 60 days after the later of (1) the fifth
anmvcrsary of thc dchvery of the Bonds, or (2) the date thc Bonds arc retired The Issuer agrccs to obtain the
adwca of nationally.recognized bond counsel if such expanchtare fails to comply with the foregoing to assure
that such expenditure will not adverscly affect thc tax-excmpt status of the B°nds For purposes hereof, the
Issuer shall not be obligated to comply with this covenant if it obtains an opuuon that such fmlurc to comply
will not adversely affcct thc excludability for federal raceme tax purposcs from gross raceme of the interest
Sectiunl3 DISPOSITION OF PROJECT The lssucr covenants that thc propcrty censtltutmg the
Project will not be sold or otherwise d~sposed m a transaction resulting m thc reccipt by ',he Issucr of cash or
other compensation, unless the Issuer obtains an opunon of naUonally-rccogn~zed bond counsel that such sale
or other disposmon will not adverscly affect the tax-exempt status of thc Bonds For purposes hereof, the
Issuer shall not be obhgatcd to comply with tlus covenant if it obtains a legal opwaon that such fadurc to
comply will not adversely affect the excludability for federal raceme tax purposes from gross raceme of the
interest
20
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 Initial Bond issued hereunder and all necessary records and proceedings
pertatmng to the Imtaal Bond pending its delivery and ~ts lnvest~gation, exarmnation, and approval by the
Attorney General of the State of Texas, and its registration by the Comptroller of Pubhc Accounts of the State
of Texas Upon registration of the Imtial Bond said Comptroller of Pubhc Accounts (or a deputy designated
m writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on the
Initial Bond, and the seal of sa~d Comptroller shall be impressed, or placed m facsumle, on the Imt~al Bond
The approvmg legal oplmon of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option
of the Issuer, be pnnted on the Initial Bond or on any Bonds ~ssued 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 eonvemence and
reformation ortho registered owners ortho Bonds The preamble to th~s Ordinance is hereby adopted and made
a part hereof for all purposes If insurance Is obtained on any of the Bonds, the Imtial Bond and all other
Bonds shall bear an appropriate legend conenrmng insurance as prowded by the insurer
Section 15 SALE OF INITIAL BOND The Imtlal Bond is hereby sold and shall be dehveredto First
Southwest,Company, for cash for the par value thereof and accrued interest thereon to date of delivery, plus
a cash prermum orS-0- It is hereby officially found, dctennmed, and declared that the Imtlal Bond has been
sold at public sale to the bidder offering the lowest interest cost, after reee~wng sealed bids pursuant to an
Official N0tiee of Sale and Bidding Instructions and Official Statement dated April 18, 2000, prepared and
dtstributexl m coane, ctlon vath the sale ortho Imtlal Bond Said Official Notice of Sale and Bldchng Instructions
and Official Statement, 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 eontmned m said Official
Notice of Sale 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
~nvestment of proc~ds from the sale of the Imtlal Bond shall be used along vath other bond proceeds for the
acquisition and construction of the unprovements for which the Bonds are issued, provided that after
compleuon of such unprovements, If any of such interest earnings remain on hand, such interest earmngs shall
be deposited m the Interest and Stoking Fund It is further prowded, however, that any interest eammgs on
bond proceeds wluch are required to be rebated to the Umted States of America pursuant to Section 11 hereof
m order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the purposes oftlus Section
S~ctaunl7 DTCREGISTRATION The Bonds matially shall be issued and dehvered m such manner
that no physical thstnbutaun of the Bonds vail be made to the public, and The Depository Trust Company
("DTC"), New York, New York, nut,ally vail act as depository fur the Bonds DTC has represented that It Is
a lumted purpose trust company incorporated under the laws of the State of New York, a member of the
Federal R0servo System, a "clearing corporation" vathm the meamng of the New York Umfurm Commercial
Code, and'a "clearing agency" registered under Sectmn 17A of the federal Seeuntaes Exchange Act of 1934,
as amended, and tho Issuer accepts, but m no way verifies, such representations The Imtial Bond authorized
by tlus Ordinance shall be dehvered to and registered m the name ortho Purchaser However, it is a eonchuon
of delivery and sale that the Purchaser, muned~ately after such delivery, shall cause the Paying Agent/Registrar,
as provided for m tlus Ordinance, to caned said Imnal Bond and deliver m exchange therefor a substitute Bond
for each maturity of such Imtlal Bond, vath each such substitute Bond to be registered m the name of CEDE
& CO, thc nominee of DTC, and it shall be the duty of the Paying Agent/Registrar to take such action It is
expected that DTC vail hold the Bonds on behalf of the Purchaser and/or The DTC Participants, as defined
21
and described tn the Official Statement referred to and approved in Section 15 hereof(the "DTC Participants")
So long as each Bond xs registered tn the name of CEDE & CO, the Paying Agent/Regxstrar shall treat and
deal wath DTC tn all respects the same as ifxt were the actual and benefictal owner thereof It ts expected that
DTC vall tnamtam a book entry system wtuch wtll xdantafy beneficial ownerslup of the Bonds by DTC
Partxcipanta tn tntegral amounts of $5,000, with transfers of ownership being effected on the records of DTC
and the DTC Pamcxpants pursuant to rules and regulauons established by them, and that the substitute Bonds
lmtaally deposited w~th DTC shall be unmobthzed and not be further exchanged for substatute Bonds except
as hereinafter provided The Issuer ts not responsible or liable for any functions of DTC, will not be
responsable for paytng any fees or charges w~th respect to its services, vail not be responsible or liable for
tnatntatntng, supervising, or revxewtng the records of DTC or the DTC Participants, or protecting any interests
or rights ofthe beneficxal owners ofthe Bonds It shall be the duty ofthe Purchaser and the DTC Partictpants
to make all, arrangements vnth DTC to establish t/as book-entry systetn, the beneficxal ownership of the Bonds,
and the method of paying the fees and charges of DTC The Issuer does not represent, nor does tt tn any way
covenant that the uutial book-entry systetn estabhshed wtth DTC will be mamtatned m the future The Issuer
reserves the right and opUon at any tune tn the future, tn ars sole chscretaon, to terminate the DTC (CEDE &
CO ) book.entry only registration reqmretnent descnbed above, and to pernut the Bonds to be registered m the
name of any owner If the Issuer exerctses ~ts right and option to terminate such requtretnent, xt shall give
written not~c~ of such termmattnn to the Paytng Agent/Registrar and to DTC, and thereafter the Paying
Agent/Registrar shall, upon presentaUon and proper request, register any Bond tn any name as provided for
m tlus Ordinance Notwithstanding the untlal estabhshraent of the furegutng book-entry system vath DTC, If
for any reason any of the originally dehvered substitute Bonds ~s duly filed w~th the Paying Agent/Registrar
with proper request for transfer and substitution, as provided for m tlus Ordinance, substitute Bonds vail be
duly dehvered as prowded tn this Ordinance, and there vnll be no assurance or representation that any
book-entry system vail be maintained for such Bonds
Section 18 CONTINUING DISCLOSURE (a) Annual Reoorts (0 The Issuer shall prowde
annually tO each NRMSIR and any SID, wxtlun SlX months after the end of each fiscal year ending m or after
1999, financial mformataon and operatm$ data w~th respect to the Issuer of the general type tncluded tn the final
Officxal Statetnent anthonzed by Seetaon 16 of ttus Ordinance, betng the tnfonnataon described tn Exhxbit A
hereto, wluch Exlub~t xs attached to and tncorporated tn th~s Ordinance as If written word for word hereto Any
financxal statetnents so to be prowded shall be (1) prepared tn accordance vath the accounting pnnclples
described m Exlub~t A hereto, or such other accounting pnnciples as the Issuer may be reqmred to employ from
time to tune pursuant to state law or regulation, and (2) anthted, af the Issuer conmussxons an audit of such
statetnentS and the aucht xs completed vathm the period dunng wtuch they must be prowded If the ancht of
such finaaclal statetnents ~s not cotnplete w~thm such period, then the Issuer shall provide unauthted financial
statements by the required tune and vall proxade auchted financial statements for the applicable fiscal year to
each NRMSlR and any SID, whan and ~fthe aucht report on such statements become avmlable
(ti) If the Issuer changes ~ts fiscal year, it vall 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 wluch the Issuer othervnse would be requxred
to proxade financial reformation and operatmg data pursuant to tlus Section The financial reformation and
operating data to be prowded pursuant to flus 5exuon may be set forth m full tn one or tnore documents or tnay
be tncloded by specific reference to any document (tncludtng an official statement or other offering document,
~ftt is avaalable from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed
with the SEC
(b) ~ The Issuer shall notify any SID and e~ther each NRMSIR or the MSRB,
in a tamely manner, of any of the following events v~th respect to the Bonds, if such event Is material vathm
the meaning of the federal securities laws
22
Prtncipal and interest payment dehnquenc~es,
2 Non-payment related defaults,
3 Unscheduled draws on debt service reserves reflecting financial chfficulties,
4 Unscheduled draws on crecht enhancemems reflecUng financial difficulties,
5 Substitution of crexht or hqmd~ty prowders, or their failure to perform,
6 Adverse tax opunons or events affecUng the tax-exempt status of the Bonds,
7 Modifications to rights of holders of the Bonds,
8 Bond calls,
9 Defeasances,
10 Release, substitution, or sale of property secunng repayment of the Bonds, and
11 Rating changes
The Issuer shall notl~ any SID and e~ther each NRMSIR or the MSRB, m a tuuoly manner, of any failure by
the Issuer to prowde financial ufformatiun or operating data m accordance w~th subsection (a) oftlus Section
by the tune reqmred by such subsection
(¢) [,a'~utatlons. Disclaimers. and Amendments 0) The Issuer shall be obligated to observe and
perform the covenants specified m flus Section for so long as, but only for so long as, the Issuer remains an
"obhgated person" w~th respect to the Bonds vathm the meaning of the Rule, exoept that the Issuer tn any event
vail g~ve the notice required by Subsect~un (b) hereof of any Bond calls and defeasance that cause the Issuer
to no longer bo such an "obhgated person"
(u) The prowsmns of this Section are for the sole benefit of the registered owners and beneficial
owners of the Bonds, and notlnng m tlus Section, express or tmphed, shall give any benefit or any legal or
eqmtable,nght, remedy, or clann hereunder to any other person The Issuer undertakes to provide only the
financial information, operating data, financial statements, and notices winch ~t has expressly agreed to provide
pursuant to tins SeeUon and does not hereby undertake to prowdo any other nffonuatlun that may be relevant
or material to a complete presentation of the Issuer's financial results, cund~tmn, or prospects or hereby
undertak0 to update any mformaaon provided m accordance wth tlus Section or othervnse, except as expressly
prowded hereto The Issuer does not make any representation or warranty concerning such reformation or its
usefulness to a deelsmn to revest m or sell Bonds at any future date
(m) UNDER NO CIRCUMSTANCES SHALL THE ISSUER, ITS OFFICERS, AGENTS AND
EMPLOYEES, BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY
BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR
WITHOUT FAULT ON rrs PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
23
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE
0V) No default by the Issuer m observing or perforrmng its obhgat~ons under tbas Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance
Noflung m~flus Section is intended or shall act to disclaun, waive, or otherwise la'mt the dutaes of the Issuer
under federal and state securities laws
(v) The provisions of this Section may be amended by the Issuer from tune to time to adapt to changed
circumstances that arise from a change m legal requirements, a change in law, or a change m the identity,
nature, status, or type ofoperatloas of the Issuer, but only if (1) the provisions ofth~s Section, as so amended,
would have permitted an underwriter to purchase or sell Bonds in the primary offenng of the Bonds m
compliance with the Rule, taking rote 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 ama. lonty m
aggregate principal amount (or any greater amount required by any other provision of tIus Ordinance that
authorizes such an amendment) of the outgandmg Bonds consent to such amendment or (b) a person that is
unaffihated w~th the Issuer (such as nationally recogmzed bond counsel) determined that such amendment vail
not materially unpa~r the interest of the registered owners and beneficial owners of the Bends Ifthe Issuer so
amends the prowsions of flus Section, it shall include vnth any amended financial reformation or operating data
next provided m accordance w~th subsection (a) of flus Section an explanation, m narrative form, of the reason
for the am0ndment and of the unpact of any change m the type of financial mformat~on or operating data so
provided Tho Issuer may also amend or repeal the provisions of this contmumg disclosure agreement if the
SEC amends or repeals the applicable prov~sien of the Rule or a court of final junsahction enters judgment that
such proxqsions of the Rule are mvahd, but only if and to the extent that the provisions oft}us sentence would
not prevent an underwriter from lawfi~lly purchasmg or selling Bonds m the primary offenng of the Bonds
(d) Dgfimtions As used m flus Section, the following terms have the meanings ascribed to such terms
below
"MSRB" means tho Mamcipal Securities Rulemakmg Board
"NRMSIR" means each person whom the SEC or its staffhas determined to be a nationally recogmzed
mumclpal securities mformataon repository vatlun tho meaning of the Rule from tune to tune
"Rule" means SEC Rule 15c2-12, as amended from tune to tune
"SEC" means tho Umted States Securities and Exchange Comnussion
"SID" means any person designated by the State of Texas or au authorized department, officer, or
agency thereof as, and determined by the SEC or its staff to be, a state m. formation depository vnthm the
meaning of the Rule from tmac to tune
Section 19 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 d~rected from tune to tune and at any tune to do and perform all such
acts and things and to execute, acknowledge, and deliver m the name and under the corporate seal and on behalf
of thc Issuer all such instruments, whether or not hereto mentioned, as may be necessary or desirable m order
to carry out the terms and prowsions of flus Bond Ordinance, the Bonds, the sale of the Bonds, and the Notace
of Sale and Official Statement, and the Assistant City Manager/Finance of thc City shall cause thc expenses
24
of ~ssuance of the Bonds to be pa~d from the proceeds of sale of the Imt~al Bond or from any other lawfully
available funds of the Issuer In case any officer whose s~gnature shall appear on any Bond shall cease to be
such officer before the dehvery of such Bond, such s~gnature shall nevertheless be vahd and sufficient for all
purposes tho same as ff such officer had remained m office until such dehvery
Sectaon 20 OPEN MEETINGS The C~ty Council has found and detenmned that the meeting at
winch th~s Ordinance ~s considered ~s open to the pubhc and that nouce thereof was g~ven m accordance w~th
the prov~smns of the Texas Open Meetings, Law, Tex Gov't Code, Chapter 551, as amended
Seetaon21 EFFECTIVE DATE TlusOrdmanceshallbecomeeffect~ve~mmechatelyupon~tspassage
and approval
25
PASSED AND APPROVED this the 2nd day of May, 2000
Jack~--
ATTEST
Jenmfcr Walters, City Secretary
APPROVED AS TO LEGAL FORM
Herbert L Prouty, City Attorney
26
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following lnformatton is referred to m Section 18 of this Ordmance
Annual Financial Statements and Operating Data
The financml mfonnataon and operating data v~th respect to the Issuer to be provtded annually ~n
accordance w~th such Section are as specified (and included m the Appendtx or under the tables of the Offictal
Statement referred to) below
Tables numbered I through 14, melustve, under the captions "Tax Informatton", "Debt Servtce
Reqmrements" and "Fmanctal Information" m the Official Statement
Appendix B m the Official Statement
Accounting Principles
The accounting principles referred to m such Section are the accounting pnnclples described tn the
notes to the fmanctal statements referred to m the paragraph above