1999-102 oRDIN cE NO 99-
ORDINANCE
AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF CITY OF
DENTON GENERAL OBLIGATION REFUNDING BONDS, SERIES 1999A,
LEVY1NG THE TAX TO PAY SAME, AND APPROVING AND AUTHORIZING
INSTRUMENTS AND PROCEDURES RELATING THERETO, AND
PROVIDING AN EFFECTIVE DATE
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
WHEREAS, the City of Denton, Texas, heretofore has duly issued, and there are presently
outstanding, the following Series of Tax supported obligations
City of Demon Certificates of Obhgatlon, Series 1987, dated January 1, 1987, scheduled to
mature on July 1, 2007, aggregating $25,000 (and being all ofthe outstanding bonds of said
series scheduled to mature on and after July 1, 2007),
City of Demon General Obligation Bonds, Series 1987, dated April 1, 1987, scheduled to
mature on July 1, 2006 through July 1, 2007, aggregating $350,000 (and being all of the
outstanding bonds of said series scheduled to mature on and after July 1, 2006),
City of Denton Cemficates of Obligation, Series 1992, dated February i, 1992, scheduled to
mature on July 1, 2000 through July 1, 2007, aggregating $375,000 (and being all of the
outstanding bonds of smd series scheduled to mature on and after July 1, 2000),
City of Denton General Obhgatton Bonds, Series 1992, dated March 1, 1992, scheduled to
mature on July 1, 2002 through July 1, 2012, aggregating $1,880,000 (and being all of the
outstanding bonds of said series scheduled to mature on and after July 1, 2012),
City of Denton General Obligation Bonds, Series 1993, dated March 1, 1993, scheduled to
mature on July 1, 2006 through July 1, 2013, aggregating $1,200,000 (and being all of the
outstanding bonds of said series scheduled to mature on and after July 1, 2006),
(collectively, the "Outstanding Obligations"), ~n the aggregate pnn¢lpal amount of $3,830,000, and
WHEREAS, the City Council of the City of Denton deems it necessary and advisable to refund the
Outstanding Obhgatmns, and to authorize, issue, and deliver the bonds hereinafter described, and
WHEREAS, the bonds hereinafter authorized are to be issued, sold, and delivered pursuant to Vemon's
Ann Tex Clv St Article 717k, the City's Home Rule Charter and other applicable laws,
NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
THAT
Section 1 AMOUNT AND PURPOSE OF THE BONDS The bond or bonds of the C~ty of Denton,
Texas (the "Issuer") are hereby authorized to be issued and dehvered m the aggregate pnnc~pal amount of
$4,070,000, FOR THE PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $3,830,000 IN
AGGREGATE PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF THE CITY OF
DENTON, TEXAS
Section 2 DESIGNATION OF THE BONDS Each bond ~ssued pursuant to th~s Ordinance shall
be designated "CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND, SERIES 1999A",
and uut~ally there shall be issued, sold, and dehvered hereunder a smgle fully registered bond, without interest
coupons, payable an ~nstallments of pnnclpal (the "Imt~al Bond"), but the Imtial Bond may be assigned and
transferred and/or converted into and exchanged for a hke aggregate pnncipal amount of fully registered bonds,
v~thout interest coupons, having serial maturities, and m the denonunatlon or denominations of $5,000 or any
mtegralmult~pleof$5,0OO, allmfnemannerheremai~erprowded The term "Bonds" as used ruth, s Ordinance
shall mean and include collectively the Imtaal Bond and all substitute bonds exchanged therefor, as well as all
other substitute bonds and replacement bonds ~ssued 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 Irat~al Bond Is hereby authorized to be ~ssued, sold, and delivered hereunder as a single fully
registered Bond, wthout mterest coupons, dated APRIL I, 1999, m the denommaUon and aggregate pnnc~pal
amount of $ , numbered R-l, payable m annual installments of pnnclpal to the ant~al
registered owner thereof, to-wt
or to the registered assignee or assignees of smd Bond or any portion or portions thereof (m each case, the
"registered owner"), w~th the annual mstallments of principal of the Imtml Bond to be payable on the dates,
respectively, and in the prmclpal amounts, respectively, stated m the FORM OF INITIAL BOND set forth m
th~s Ordinance
(b) The Imtlal Bond (0 may be prepatd or redeemed prior to the respective scheduled due dates of
mstallments of pnn¢lpal thereof, (n) may be assigned and transferred, (m) may be convened and exchanged
for other Bonds, (iv) shall have the characteristics, and (v) shall be stgned and sealed, and the principal of and
~nterest on the Imt~al Bond shall be payable, all as prowded, and m the manner reqmred or indicated, an the
FORM OF INITIAL BOND set forth m this Ordinance
Section 4 INTEREST The unpaid principal balance of the Imtial Bond shall bear mterest from the
date of the Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment or
redemption, of the installments of principal of the Imtlal Bond, and said mterest 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 an th~s
Ordinance
Section 5 FORM OF INITIAL BOND The form of the Imt~al Bond, including the form of
Reg~stratton Certificate of the Comptroller of Pubhe Accounts of the State of Texas to be endorsed on the
Imtlal Bond, shall be substantially as follows
FORM OF INITIAL BOND
NO R-1 $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND
SERIES 1999A
THE CITY OF DENTON, in Denton County, Texas (the "Issuer" or the "City"), being a pohtlcal
subdivision of the State of Texas, hereby promxses to pay to
or to the registered assignee or assignees of flus Bond or any portion or portions hereof 0n each case, the
"registered owner*') the aggregate pnnclpal amount of
$
(. MILLION THOUSAND DOLLARS)
m annual installments of pnnclpal due and payable on FEBRUARY 15 m each of the years, and m the
respecUve pnnclpal amounts, as set forth m the following schedule
PRINCIPAL PRINCIPAL
'YEAR AMOUNT YEAR AIVlOUNT
and to pay interest, calculated on the basis ora 360-day year composed of twelve 3 O-day months, from the date
of this Bond heremaiter stated, on the balance of each such installment of pnncipal, respectively, from tune
to time remmnmg unpaid, at the rates as follows
% per annum on the above installment due m __
% per annum on the above installment due m __
% per annum on the above installment due in
% per annum on the above installment due in
% per annum on the above installment due m __
% per annum on the above installment due in
% per annum on the above installment due m __
% per annum on the above Installment due In __
3
% per annum on the above installment due in __
___% per annum on the above installment due ,n __
% per annum on the above installment due in __
% per annum on the above ,nstatlment due in __
% per annum on the above installment due in __
% per annum on the above installment due in __
% per annum on the above installment due in __
% per annum on the above installment due in __
w~th said interest being payable on AUGUST 15, 1999, and semiannually on each FEBRUARY 15 and
AUGUST 15 thereafter while tins Bond or any portion hereof is outstanding and unpaid
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable m
lawful money of the Umted States of America, vathout exchange or collection charges The installments of
principal and the interest on fins Bond are payable to the registered owner hereof through the semces of
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, DALLAS, TEXAS, winch is the "Paying
Agent/Registrar" for fins Bond Payment of all pnncipal of and interest on fins Bond shall be made by the
Paying AgentgReggstrar to the registered owner hereof on each prmmpal 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
mqtnred by the orclmance anthonzmg the issuance of tins Bond (the "Bond Ordinance") to be on deposit vath
the Paymg Agent/Registrar for such purpose as hereinafter prowded, and such cheek shall be sent by the
Paying AgenffReg~strar by Umted States mall, first-class postage prepaid, on each such principal and/or
interest payment date, to the registered owner hereof, at the address of the registered owner, as it appeared at
the close of business on the last day of the month next preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described The Issuer covenants vnth
the registered owner of fins Bond that on or before each prmmpal and/or interest payment date for fins Bond
it will make available to the Paying AgenffReglstrar, from the "Interest and Stoking Fund" created by the Bond
Ordinance, the amounts required to provide for the payment, tn unmediately avaalable funds, of all principal
of and interest on fins Bond, when due
IF THE DATE for the payment of the principal of or interest on tins Bond shall be a Saturday,
Sunday, a legal holiday, or a day on winch banking restitutions in the City where the Paymg Agent/Registrar
is located am authorized by law or executave order to close, then the date for such payment shall be the next
succeeding day winch is not such a Saturday, Sunday, legal holiday, or day on winch banking tnstatutions am
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 m accordance vath the Constitution and laws of the State of Texas
FOR THE PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $3,830,000 IN AGGREGATE
PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF THE CITY OF DENTON, TEXAS
ON FEBRUARY 15, 2009, or on any date whatsoever thereafter, the unpaid lnstallmems ofpnncipal
of fins Bond may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, wath
funds derived from any available source, as a whole, or tn part, and, if in part, the particular portion of fins
Bond to be prepaid or redeemed shall be selected and designated by the Paying Agent/Registrar (prowded 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
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AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written not~ce
of such prepayment or redemption shall be mailed by the Paying AgenffRegistrar to the registered owner hereof
By the date fixed for any such prepayment or redemption due provision shall be made by the Issuer w~th the
Paying Agent/Registrar for the payment of the mqmred prepayment or redemption price for ttus Bond or the
portion hereof which is to be so prepaid or redeemed, plus accrued interest thereon to the date fixed for
prepayment or redemption If such written notme of prepayment or redemption ~s given, and If due provis~on
for such payment ~s made, all as prowded above, this Bond, or the pomon thereof wluch is to be so prepaid
or redeemed, thereby automatically shall be treated as prepmd or redeemed prior to tis scheduled due date, and
shall not bear interest a.qer the date fixed for its prepayment or redemption, and shall not be regarded as being
outstanding except for the right of thc 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 prowded for such payment The Paying Agent/Registrar shall record m the Registration Books all such
prepayments or redemptions ofpnnmpal oftfus Bond or any port~on hereof
THIS BOND, to the extent of the unp~ud or unredeemed principal balance hereof, or any unpaid and
unredeemed portion herenfm any integral multiple of $5,000, may be assigned by the antlal registered owner
herenfand shall be transferred only m the Reg~stration 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 m the Bond Ordinance
Among other rexlmrernents for such transfer, ti-as Bond must be presented and surrendered to the Paying Agent/
Registrar for cancellation, together w~th proper instruments of assignment, m form and w~th guarantee of signa-
tures satisfactory to the Paying Agent/Registrar, ewdonctng assignment by the untlal registered owner ofttus
Bond, or any port~on or portions herenfm any integral multiple of $5,000, to the assignee or assignees m whose
name or names tfus Bond or any such portion or portions hereofts or are to be transferred and registered Any
instrument or instruments of assignment satasfactory to the Paying Agent/Registrar may be used to ewdence
the assignment ofttus Bond or any such portion or portions hereof by the untlal registered owner hereof A
new bond or bonds payable to such assignee or assignees (whmh then will be the new registered owner or
owners of such new Bond or Bonds) or to the uutml registered owner as to any portion oftlus Bond wtuch ts
not being assigned and transferred by the uutml registered owner, shall be delivered by the Paying
AgenffRegtstrar m conversion of and exchange for fins Bond or any pomon or portions hereof, but solely m
the form and manner as provided m the next paragraph hereof for the conversion and exchange of flus Bond
or any portion hereof The registered owner ofth~s 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 thscharge of
habthty upon tins Bond to the extent of such payment, and the Issuer and the Paying Agent/Regastrar shall not
be affected by any notice to the contrary
AS PROVIDED above and m the Bond Ordinance, this Bond, to the extent of the unpmd or
unredeemed pnne~pal balance hereof, may be converted into and exchanged for a hke aggregate pnnctpal
amount of fully registered bonds, w~thont interest coupons, payable to the assignee or assignees duly designated
tn writing by the tnmal registered owner hexeof, or to the tmttnl registered owner as to any portion ofttus Bond
whmh ts not being assigned and transferred by the tnmal registered owner, in any denormnat~on or
denominations m any integral multiple of $5,000 (subject to the requirement hereinafter stated that each
substitute bond ~ssued in exchange for any portion of this Bond shall have a single stated pnn¢lpal maturity
date), upon surrender ofttus Bond to the Paying Agent/Registrar for cancellation, all tn accordance w~th the
form and procedures set forth In the Bond Ordinance If this Bond or any port~on hereof ts assigned and
transferred or converted each bond issued m exchange for any portion hereof shall have a single stated prmmpal
maturity date correepondmg to the due date of the installment of pnncipal of this Bond or portion hereof for
whmh the substitute bond ~s being exchanged, and shall bear interest at the rate apphcable to and borne by such
installment of pnnelpal or port,on thereof Such bonds, respectively, shall be subject to redemption prior to
maturity on the same dates and for lhe same prices as the corresponding installment of pnncipal of this Bond
5
or port~on hereof for which they are being exchanged No such bond shall be payable in installments, but shall
have only one stated pnnclpal 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 ass,gnees, but the bonds issued and dehvered in exchange for ti'as Bond or any portion
here~fmaybeassIgnedandtransferred~andc~nverted~subsequently~aspr~wdedmtheB~nd~rdmance The
Issuer shall pay the Paying AgenffRegistrar's standard or customary fees and charges for transfernng,
converting, and exchanging this Bond or any port~on thereof, but the one requesting such transfer, converslen,
and exchange shall pay any taxes or governmental charges required to be paid v,~th respect thereto The Paying
Agent/Registrar shall not be required to make any such assignment, conversion, or exchange (1) during the
period commencing with the close of business on any Record Date and endmg wath the opening of business on
the next following pnncipal or interest payment date, or, (11) with respect to any Bond or portion thereof called
for prepayment or redemption prior to maturity, watban 45 days prior to ~ts prepayment or redemption date
IN THE EVENT any Paying Agent/Registrar for ttus 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 wall cause written notice thereof to be
malled to the registered owner of flus Bond
IT IS HEREBY certified, recited, and covenanted that flus Bond has been duly and validly voted,
authorized, issued, sold, and dahvered, that all acts, conditions, and dUngs required or proper to be performed,
ex~st, and be done precedent to or m the anthonzat~on, issuance, and dehvery of tlus Bond have been
performed, existed, and been done m accordance with law, that this Bond is a general obhgatlon of the Issuer,
issued on the dill froth and credit thereof, and that annual ad valorem taxes sufficient to prowde for the
payment of the mterest on and pnnc:pal of flus Bond, as such interest comes due and such pnn¢ipal matures,
have been lewed and ordered to be levied against all taxable property m the Issuer, and have been pledged
irrevocably for such payment, wathm the lmm prescribed by law
BY BECOMING the registered owner of flus Bond, the registered owner thereby acknowledges all of
the terms and provisions of the Bond Orchnance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and avadable for mspection ~n the officml minutes and
records of the governing body of the Issuer, and agrees that the terms and prowsions of this Bond and the Bond
Ordinance constitute a contract between the registered owner hereof and the Issuer
IN WITNESS WHEREOF, the Issuer has caused flus Bond to be signed with the manual signature
of the Mayor of the Issuer and countersigned with the manual signature of the City Secretary of the Issuer, has
caused the official seal of the Issuer to be duly impressed on flus Bond, and has caused th~s Bond to be dated
APRIL 1, 1999
C~ty Secretary, Mayor,
City of Demon, Texas City of Denton, Texas
(CITY SEAL)
6
(INSERT BOND INSURANCE LEGEND, IF ANY)
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER OF PUBLIC ACCOUNTS (To be attached to Imtial 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 ti,as Bond has been registered by the Comptroller of Public Accounts
of the State of Texas
Wlmess my signature and seal flus
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
Section 6 ADDITIONAL CHARACTERISTICS OF THE BONDS Registration and Transfer (a)
The Issuer shall keep or cause to be kept at the pnnclpal corporate trust office of CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, DALLAS, TEXAS (the "Paying Agent/Registrar") books or records of the
registration and transfer of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and
registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe, and
the Paying Agent/Registrar shall make such transfers and registrations as herein prowded The Paying
AgenffRaglstrar shall obtain and record m the Registration Books the address of the registered owner of each
Bond to which payments w~th respect to the Bonds shall be mailed, as hereto proxaded, but it shall be the duty
of each registered owner to notify the Paying Agent/Registrar m writing of the address to which payments shall
be mailed, and such interest payments shall not be totaled unless such notice has been given The Issuer shall
have the right to respect the Registration Books dunng regular business hours of the Paying Agent/Registrar,
but otherwse the Paying Agent/Registrar shall keep the Registration Books confidential and, unless othervase
required by law, shall not pernut their inspection by any other entity Registration of each Bond may be
transferred m the Registration Books only upon presentation and surrender of such Bond to the Paying
Agent/Registrar for transfer of reglstrataon and cancellation, together vath proper written Instruments of
assignment, in form and wath guarantee of signatures satisfactory to the Paying Agent/Registrar, (0 exndencmg
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
port~on thereo£, a new substitute Bond or Bonds shall be issued in conversion and exchange therefor m the
manner herein provided The Imtml Bond, tu the extent ofthe unpaid or unredeemed pnncipal balance thereof,
may be assigned and transferred by the mitml registered owner thereof once only, and to one or more assignees
designated in writing by the lmtial registered owner thereof All Bonds issued and delivered m conversion of
and exchange for the Inmal 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
7
principal maturity date), shall be m the form prescribed in the FORM OF SUBSTITUTE BOND set forth in
this Ordinance, and shall have the characterist,cs, and may be assigned, transferred, and converted as
hereinafter provided If the Initial Bond or any portion thereof is assigned and transferred or converted the
Imtlal Bond must be surrendered to the Paying AgentJRegistrar for cancellation, and each Bond issued m
exchange for any portion of the Initial Bond shall have a single stated pnncipal 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 pnnclpal 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 pnncipal or
portion thereof for which it is being exchanged Ifonly a portian ofthe Inmal 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 antial registered owner
were the assignee thereof If any Bond or portion thereof other than the Inmal Bond Is assigned and transferred
or converted each Bond issued ua exchange therefor shall have the same principal maturity date and bear
interest at the same rate as the Bond for wtuch it is exchanged A form of assignment shall be printed or
endorsed on each Bond, excepting the Initial Bond, wbach shall be executed by the registered owner or its duty
anthonzed 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 m the Registration Books, and shall deliver a new fully registered
substitute Bond or Bonds, having the characteristics hereto described, payable to such assignee or assignees
(which then vall be the registered owner or owners of such new Bond or Bonds), or to the prewous registered
owner ua case only a portion ora Bond is being assigned and transferred, all in conversion of and exchange for
said assigned Bond or Bonds or any portion or portions thereof, m the 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 Agent/P,.egistrar's standard or customary fees and charges
for making such transfer and dehvery ora substitute Bond or Bonds, but the one requesting such transfer shall
pay any taxes or other governmental charges required to be paid vath respect thereto The Paying
Agent/Registrar shall not be required to make transfers of registration of any Bond or any portion thereof 0)
dunng the period commencing wath the close of business on any Record Date and ending w~th the opening of
business on the next following principal or interest payment date, or, (ii) v~th respect to any Bond or any
portion thereof called for redemption prior to maturity, vathin 45 days prior to its redemption date
(b) Ownershln of Bonds The entaty in 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 tins 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 pnncipal of, premium, ffany, and interest
on any such Bond shall be made only to such registered owner All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid
(¢) PaYment of Bonds and Interest The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to
convert and exchange or replane Bonds, all as provided m this Ordinance The Paying Agent/Registrar shall
keep proper records of all payments made by the Issuer and the Paying Agent/Registrar w~th respect to the
Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided tn ttus
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") vall be established by
the Paying AgnntJRegistrar, if and when funds for the payment of such interest have been received from the
Issuer Notice ofthe Speelal Reeord Date and ofthe scheduled payment date ofthe 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 Umted States mall, first class postage prepaid, to the address
8
of each Holder ora Bond appearing on the regastratton books of the Paying AgentFRegistrar at the close of
business on the 15th business day next preceding the date of marling of such notice
(d) Conversion and Exchange or Replacement, Authentication Each Bond issued and dehvered
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 wath 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, vnth 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 rote and exchanged for fully registered bonds, without interest coupons, m the form
prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, in the denomination of $5,000,
or any integral multiple of $5,000 (subject to the requirement heremai~er stated that each substitute Bond shall
have a single stated maturity date), as requested in wnUng by such registered owner or such assignee or
assignees, in an aggregate pnncipal amount equal to the unpaid or unredeemed pnnc~pal 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 substatute Bond
~ssued m exchange for any portion of the Imtial Bond shall have a single stated pnnclpal maturity date, and
shall not be payable m installments, and each such Bond shall have a pnncipal maturity date corresponding
to the due date of the installment of pnncipal or poraon thereof for which the substitute Bond ~s being
exchanged, and each such Bond shall bear interest at the single rate applicable to and borne by such installment
of pnncipal or portion thereof for wbach it is being exchanged If a porUon of any Bond (other than the Imtial
Bond) shall be redeemed prior to its scheduled maturity as provaded hereto, a substitute Bond or Bonds having
the same maturity date, bearing interest at the same rate, m the denonunatlon or denominations of uny 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 ~ssued to the registered owner upon surrender thereof for cancellation If
any Bond or portion thereof (other than the Imual Bond) is assigned and transferred or converted, each Bond
issued m exchange therefor shall have the same pnncxpal maturity date and bear interest at the same rate as
the Bond for winch it is being exchanged Each substitute Bond shall bear a letter and/or number to d~stmguish
it from each other Bond The Paying Agent/Registrar shall convert and exchange or replace Bonds as prowded
herein, and each fully registered bond delivered m conversion of and exchange for or replacement of any Bond
or portion thereof as peruntted or required by any prov~sion of this Ordinance shall constitute one of the Bonds
for all purposes oftbas Ordinance, and may again be converted and exchanged or replaced It is specifically
provided that any Bond anthentacated m conversion of and exchange for or replacement of another Bond on
or prior to the first scheduled Record Date for the Imtial Bond shall bear interest from the date of the burial
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 wtuch such substitute Bond was so authenticated, unless
such Bond is authenticated after any Record Date but on or before the next follovang interest payment date,
in which case ~t shall bear interest from such next following interest payment date, prowded, however, that ff
at the time of delivery of any substitute Bond the interest on the Bond for which ~t 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 dehvered pursuant to this Ordinance Is not required to be, and shall n°t
be, authenticated by the Paying Agent/Registrar, 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 pnnted a
certificate, m the form substantially as follows
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in this Bond, and that this Bond has been issued in conversion of and exchange for or replacement
9
of a bond, bonds, or a portion of a bond or bonds of an issue which onglnally was approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, DALLAS, TEXAS
Paymg 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 Certificate, and no such Bond shall be deemed to be issued or outstanding unless
such Cemficate is so executed The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for
conversion and exchange or replacement No adchtional ordinances, orders, or resolutions need be passed or
adopted by the govemmg 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 m the manner prescribed hereto, and
said Bonds shall be of type composition printed on paper w~th hthographed or steel engraved borders of
customary weight and strength Pursuant to Vemon's Ann Tex Clv St Art 717k-6, and particularly Section
6 thereof, the duty of conversion and exchange or replacement of Bonds as aforesmd is hereby anposed 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 m the
same manner and w~th the same effect as the Imtlal Bond wbach originally was issued pursuant to this
Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts The
Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transfemng,
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 requared 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 (l) during the period commencing v, nth the close of business on any Record Date and ending
with the opemng 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 m conversion and exchange or replacement of any other Bond or
portion thereof, (0 shall be issued m fully registered form, w~thout interest coupons, with the principal of and
interest on such Bonds to be payable only to the registered owners thereof, (n) 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 prowded, and m the manner required or indicated, m the FORM OF
SUBSTITUTE BOND set forth In this Ordinance
(f) Payment, of Fees and Charges The Issuer hereby covenants w~th the registered owners of the
Bonds that it will 0) 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 serwces 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 Orchnance
10
(g) Substitute Paving Agent/Registrar The Issuer covenants w~ththe registered owners ofthe Bonds
that at all times while the Bonds are outstandmg 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 Orchnance, and that the Paying Agent/Registrar wll 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 otherwuse cease to
act as such, the Issuer covenants that promptly it wtll appoint a competent and legally qualified bank, trust
company, financial institution, or other agency to act as Paymg Agent/Registrar under this Ordinance Upon
any change m the Paying Agent/Registrar, the previous Paymg Agent/Registrar promptly shall transfer and
deliver the Registration Books (or a copy thereof), along vath 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 m 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 mall, first-class postage prepaid,
wluch notice also shall give the address of the new Paying Agent/Registrar By accepting the position and
performing as such, each Paymg Agent/Registrar shall be deemed to have agreed to the provisions of tbs
Ordinance, and a cerUfied copy of tbas Ordinance shall be delivered to each Paymg AgentrRegistrar
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, mcludmg the form of Paying Agent/Registrar's
Bond to be pnnted on each of such Bonds, and the Form of Assignment to be printed on each of the Bonds,
shall be, respectively, substantmlly as follows, w~th 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, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 1999A
ORIGINAL DATE
INTEREST RATE MATURITY DATE OF ISSUE CUSIP NO
%
ON THE MATURITY DATE specified above the CITY OF DENTON, in Denton County, Texas
(the "Issuer"), being a pohtical 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 principal amount
of
11
and to pay ~nterest thereon, calculated on the basis ora 360-day year composed of twelve 30-day months, from
APRIL l, 1999, to the maturity date specffied above, or the date of redemption prior to maturity, at the interest
rate per annum spemfied above, w~th interest being payable on AUGUST 15, 1999, and semiannually on each
FEBRUARY 15 and AUGUST 15 therea~er, except that if the date ofauthentmation of this Bond Is later than
the first Record Date (hereanai~er defined), such prmcapal amount shall bear interest from the interest payment
date next preceding the date of authentication, unless such date of anthentmataon is aider any Record Date
(heremaRer defined) but on or before the next fullovang interest payment date, m which case such pnnclpal
amount shall bear interest from such next fullowmg interest payment date
THE PRINCIPAL OF AND INTEREST ON thas Bond are payable m lawful money of the United
States of America, vathout exchange or collection charges The pnnmpal ofth~s Bond shall be prod to the
registered owner hereof upon presentation and surrender of this Bond at matumy or upon the date fixed for its
redemption prior to maturity, at the pnncipal corporate trust office of CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, DALLAS, TEXAS, winch is the "Paying AgentfRegastrar" for this Bond The
payment of interest on fins Bend shall be made by the Paying Agent/Registrar to the registered owner hereof
on each interest payment date by check, dated as of such interest payment date, drawn by the Paying
AgenffRegastrar 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 deposat vath 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 at appeared at the close of business on the last day of the month next
preceding each such date (the "Record Date") on the Registrataon 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 redemptaon of fins Bond prior to maturity as prowded hereto shall be paid
to the registered owner at the prmmpal corporate trust office of the Paying Agent/Registrar upon presentatmn
and surrender of this Bond for redemption and payment at the pnncapal corporate trust office of the Paying
Agent/Regastrar The Issuer covenants w~th the registered owner of fins Bond that on or before each princapal
payment date, interest payment date, and accrued interest payment date for fins Bond it vail make available
to the Paying AgentJRegastrar, from the "Interest and Stoking Fund" created by the Bond Ordinance, the
amounts required to provide for the payment, m immediately available funds, of all principal of and interest
on the Bonds, when due
IF THE DATE for the payment of the pnncipal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on winch banking mmtutaons m the City where the Paying Agent/Registrar
is located are authorized by law or executave order to close, then the date for such payment shall be the next
succeeding day whmh is not such a Saturday, Sunday, legal holiday, or day on winch banking institutions are
authorized to close, and payment on such date shall have the same force and eff'ect as if made on the onganal
date payment was due
THIS BOND as one of an issue of Bonds lnnlally dated APRIL 1, 1999, authorized in accordance vath
the Constltutaon and laws of the State of Texas an the pnncipal amount of $ , FOR THE
PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $3,830,000 IN AGGREGATE
PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF THE CITY OF DENTON, TEXAS
12
ON FEBRUARY 15, 2009, or on any date whatsoever thereafter, the Bonds of tins Series may be
redeemed prior to their scheduled maturates, at the optton of the Issuer, w~th funds derived from any available
and lawful source, as a whole, or tn part, and, ff in part, the particular Bonds, or portions thereof, to be
redeemed shall be selected and destgnated by the Paymg Agent/Registrar (provided that a portion of a Bond
may be redeemed only m an integral mnlttple of $5,000), atthe redemptton price of the par or pnnctpal amount
thereof, plus accrued interest to the date fixed for redemption
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or porttons thereof prior to
maturity a wrttten not,ce of such redemption shall be pubhshed once m a financtal pubhcatton, journal, or
reporter of general ctrculatton among secunttes dealers in The City of New York, New York (including, but
not hnuted to, The Bond Buyer and The Wall Street Journal), or m the State of Texas (including, but not
lanlted to, The Texas Bond Reporter) Such nottce also shall be sent by the Paying Agant/Reglstrar by Untted
States mini, first-class postage prepaid, not less than 30 days prior to the date fixed for any such redemptton,
to the regtstered owner of each Bond to be redeemed at ~ts address as ~t appeared on the 45th day prior to such
redempUon date, prowded, however, that the failure to send, mad, or recetve such noUce, or any defect theretn
or m the sending or maflmg thereof, shall not affect the vahdtty or effecttveness of the proceedings for the
redemptton of any Bond, and tt xs hereby spectfically provxded that the pubhcatlon of such not,ce as required
above shall be the only not,ce actually required m connectton w~th or as a prereqmstte to the redemptton of any
Bonds or porttons thereof By the date fixed for any such redemption due prowston shall be made w~th the
Paying Agem/Registrar for the payment of the required redemption price for the Bonds or porttons thereof
whtch are to be so redeemed, plus accrued interest thereon to the date fixed for redemption If such written
nottce of redemptton is pubhshed and ff due prowston for such payment ts made, all as prowded above, the
Bonds or portxons thereofwtueh are to be so redeemed thereby automatically shall be treated as redeemed prior
to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall
not be regarded as being outstanding except for the right of the regtstered owner to recetve the redemption price
plus ancruefl interest from the Paying Agent/Registrar out ofthe funds provided for such Payment Ifa portton
of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing mterest at
the same rate, tn any denommatton or denommattons in any integral multiple of $5,000, at the written request
of the regtstered owner, and m aggregate pnnclpal amount equal to the unredeemed portion thereof, will be
tssued to the regtstered owner upon the surrender thereof for cancellatton, at the expense of the Issuer, all as
prowded 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 m the Regxstrat~on Books of the Issuer kept by the
Paymg Agent/Registrar acting m the capacity of regtstrar for the Bonds, upon the terms and condittons set forth
m the Bond Ordinance Among other reqmrements for such assignment and transfer, this Bond must be
presented and surrendered to the Paytng Agent/Registrar, together w~th proper instruments of assignment, tn
form and w~th guarantee of signatures satisfactory to the Paying Agent/Regtstrar, ewdenetng asstgnment of
thts Bond or any portion or porttons hereof in any mtegral multtple of $5,000 to the assignee or asstgnees in
whose name or names this Bond or any such port~on or porttons hereof ts or are to be transferred and
regtstered The form of Asstgnment pnnted or endorsed on th~s Bond shall be exeouted bY the regtstered owner
or its duly authorized attorney or representative, to ewdence the asstgnment hereof A new Bond or Bonds
payable to such assignee or asstgnees (which then wall be the new regtstered owner or owners of such new Bond
or Bonds), or to the prevtous regtstered owner in the case of the assignment and transfer of only a portton of
th~s Bond, may be delivered by the Paymg Agent/Regtstrar in eonverston of and exchange for thxs Bond, all
m the form and manner as prowded in the next paragraph hereof for the converston and exchange of other
Bonds The Issuer shall pay the Paytng AgenffRegtstrar's standard or customary fees and charges for maktng
such transfer, but the one requesting such transfer shall pay any taxes or other governmental charges reqmred
to be pard wath respect thereto The Paying Agent/Registrar shall not be reqmrefl to make transfers of
13
reg~stranon of this Bond or any portion hereof (0 during the period commencing vath the close of business on
any Record Date and ending w~th the opening ofbusmess on the next following pnnclpal or interest payment
date, or, (n) w~th 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 offlus 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 habdity upon this Bond to the extent of such payment, and the Issuer and the Paymg Agent/Registrar shall
not be affected by any notice to the contrary
ALL BONDS OF THIS SERIES are lssuable solely as fully registered bonds, w~thout interest
coupons, m the denomination of any integral multiple of $5,000 As prowded in the Bond Ordinance, this
Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or as-
signees hereof, be converted into and exchanged for a hke aggregate pnnclpal amount of fully registered bonds,
w~thout interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may
be, hawng the same maturity date, and bearing interest at the same rate, in any denomination or denommanons
In any integral multiple of $5,000 as requested m writing by the appropriate registered owner, assignee, or
assignees, as the case may be, upon surrender ofttus Bond to the Paymg AgenffReglstrar for cancellation, all
m accordance vath the form and procedures set forth m the Bond Ordinance The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transfemng, convertmg, 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 w~th respect thereto as a condition precedent to the exercise of such
pnvalege of conversion and exchange The Paying AgenffRegistrar shall not be required to make any such
conversion and exchange 0) during the period commencing vath the close of busmess on any Record Date and
ending vath the opening of busmess on the next follovang pnncipal or mterest payment date, or, (n) vath
respect to any Bond or portion thereof called for redemption prior to maturity, vathm 45 days prior to its
redemption date
1N TIlE 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 ~t promptly v~ll appoint
a competent and legally qualified substitute therefor, and promptly will cause written not,ce thereof to be
mailed to the registered owners of the Bonds
IT IS HEREBY certified, recited, and covenanted that flus Bond has been duly and validly voted,
authorized, issued, sold, and delivered, that all acts, cond~tions, and things required or proper to be performed,
exist, and be done precedent to or in the authorization, issuance, and delivery of tlus Bond have been
performed, existed, and been done m accordance w~th law, that tbas Bond is a general obhgataon of the Issuer,
issued on the full faith and credit thereof, and that annual ad valorem rexes sufficient to prowde for the
payment of the interest on and prmclpal oftbas Bond, as such interest comes due and such principal matures,
have been levied and ordered to be levied agamst all taxable property In the Issuer, and have been pledged
irrevocably for such payment, vathm the limit prescribed by law
BY BECOMING the registered owner of flus Bond, the registered owner thereby acknowledges all of
the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and prowsions,
acknowledges that the Bond Ordinance ~s duly recorded and available for inspection m 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 eonsntute a contract between each registered owner hereof and the Issuer
14
IN WITNESS WHEREOF, the Issuer has caused flus Bond to be signed wth the manual or facsmule
signature of the Mayor of the Issuer and countersigned wnh 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 m
facsimile, on this Bond
(facsimile smnature) (facsimile stgnature)
Ctty Secretary, Mayor,
City of Denton, Texas City of Denton, Texas
(CITY SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed ffth~s Bond ts not accompamed by an executed Registration
Cemficate of the Comptroller of Public Accounts of the State of Texas)
It is hereby cemfied that th~s Bond has been tssued under the provisions of the Bond Ordnance
described m thts Bond, and that fi'ns Bond has been ~ssued m conversion of and exchange for or replacement
of a bond, bonds, or a portmn of a bond or bonds of an ~ssue wtuch originally was approved by the Attorney
General of the State of Texas and registered by the Comptroller of Pubhc Accounts of the State of Texas
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, DALLAS, TEXAS
Paying Agent/Regtstrar
Dated By
Authorized Representative
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of th~s Bond, or duly authorized
representattve or attorney thereof, hereby assigns thts Bond to
/ /
(Assignee's Social (pnnt or typewrite AssIgnee's name and
Security or Taxpayer address, mclud:ng zip code)
IdenttficaUon Number)
and hereby trrevocably constitutes and appoints
15
attorney to transfer the registration of this Bond on the Paying Agent/Reglstrar's Registration Books wth full
power of substitution m the premises
Dated
Signature Guaranteed
NOTICE The signature to this Assignment Registered Owner
must be guaranteed by a financial institution NOTE The signature to flus Assignment
that is a member of the Securities Transfer must correspond w~th the name as it
Agents Medallion Program ("STAMP"), the appears upon the face of the vathm Bond
Stock Exchange Medallion Program ("SEMP") m every particular, v~thout enlargement or
or the New York Stock Exchange, Inc alteration or any change whatsoever
Medalhon Signature Program ("MSP")
Section 8 (a) TAX LEVY A spemal Interest and Stoking Fund (the "Interest and Sm!~ng Fund")
is hereby created solely for the benefit of the Bonds, and the Interest and Stoking Fund shall be established and
maintamed by the Issuer at an official depository bank of the Issuer The Interest and Stoking 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 pnneipal of the Bonds All ad valorem taxes lexaed and collected for and on account of the
Bonds, together vath any premium received from the sale of the Bonds, shall be deposited, as collected, to the
eredxt of the Interest and Stoking Fund During each year whale any of the Bonds or mterest thereon are
outstanding and unpmd, the govermng body of the Issuer shall compute and ascertam a rate and amount of ad
valorem tax wbach 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 mamtam a smkmg fund adequate to pay the principal of its
Bonds as such prmclpal matures (but never less than 2% of the original principal amount of the Bonds as a
sxnk~ng fund each year), and smd tax shall be based on the latest approved tax rolls of the Issuer, with full
allowance being made fur tax dehnquencies and the cost of tax collection Smd 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
whale any of the Bonds or interest thereon are outstandmg and unpmd, and smd tax shall be assessed and
collected each such year and deposited to the credit ofthe aforesaid Interest and Stoking Fund Said ad valorem
taxes sufficient to provxde for the payment of the interest on and pnncipal of the Bonds, as such mterest comes
due and such principal matures, are hereby pledged for such payment, wxthm the hrmt prescribed by law
(b) APPROPRIATION There is hereby appropriated from surplus funds of the Issuer now on hand
and lawfully available for such purpose, and shall be deposited nato the Interest and Stoking Fund for the
Bonds, the amount of money required to pay the pnnelpal and interest coming due on the Bonds on April 1,
1999 The money thus appropriated and deposited shall be used for no purpose other than to pay smd pnncipal
and interest on the Bonds The appropriate officials of the Issuer are hereby authorized and directed do any
and all flungs necessary or eonvement to accomphsh said appropriation and deposit
Section 10 DEFEASANCE OF BONDS (a) Any Bond and the mterest thereon shall be deemed to
be paid, retired, and no longer outstandmg (a "Defeased Bond") w~thm the meaning of flus Ordinance, except
to the extent prowded ~n subsection (d) of this Section, when payment of the pnne~pal of such Bond, plus
interest thereon to the due date (whether such due date be by reason of maturity, upon redemption, or
otherwise) either (l) shall have been made or caused to be made na accordance vath the terms thereof (including
the giving of any required notice of redemption), or (n) shall have been prowded for on or before such due date
16
by irrevocably depositing w~th or making available to the Paying Agent/Registrar for such payment (1) lawful
money of the Umted States of America sufficient to make such payment or (2) Government Obligations which
mature as to principal and mterest in such amounts and at such times as will insure the availability, w~thout
reinvestment, of sufficient money to proxade for such payment, and when proper arrangements have been made
by the Issuer vath the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall
have become due and payable At such tame 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 herem levaed and pledged as prowded in this Ordinance, and such principal
and interest shall be payable solely from such money or Government Obligations
(b) Any moneys so deposited vath the Paying AgenffRegistrar may at the written direction of the
Issuer als0 be invested m Government Obligations, matunng m the amounts and times as hereinbefore set forth,
and all raceme from such Government Obligations received by the Paying Agent/Registrar which is not
required for the payment of the Bonds and mterest thereon, vath respect to which such money has been so de-
posited, shall be turned over to the Issuer, or deposited as directed m writing by the Issuer
(c) The term "Government Obhgataons" as used m this Section shall mean &rect obligations of
the Umted States of America, including obligations the principal of and interest on wi'ach are unconditionally
guaranteed by the Umted States of America, wbach may be United States Treasury obligations such as its State
and Local Government Series, wbach may be m book-entry form
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
defeased, and the Issuer shall make proper arrangements to proxade and pay for such ser.aces as required by
this Ordinance
Section 11 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 AgentJRegistrar shall cause to be printed, executed, and delivered, a new bond of the same prmclpal
amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, m replacement
for such Bond m the manner hereinafter prowded
(b) Application for Renlacement 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 Paymg Agent/Registrar such security or mdemmty as may be required by them
to save each ofthem harmless from any loss or damage w~th respect thereto Also, m every case of loss, theft,
or destruction of a Bond. the registered owner shall furnish to the Issuer and the Paying AgentfReglstrar
evidence to their satasfaction ofthe 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 D f I Occurred Notwithstanding the foregoing provisions of this Section, in the event
of any such Bond shall have matured, and no default has occurred wl~ch is then continuing m the payment of
the principal of, redemption premium, ff any, or interest on the Bond, the Issuer may authorize the payment
of the same (w~thout surrender thereof except in the case ora damaged or mutilated Bond) instead of issuing
a replacement Bond, provided secunty or mdemmty is furnished as above provided m this Section
17
(d) Charge for Issuing Replacement Bonds Prior to the ~ssuance of any replacement bond, the Pa3nng
Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses ~n
connection therewith Every replacement bond ~ssued pursuant to the prows~ons of tins Section by wrtue of
the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obhgat~on 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 proporUonately w~th any and all other Bonds duly
~ssued under th~s Ordinance
(e) Authority for Issuing Renlacement Bonds In accordance w~th Section 6 of Vernon's Ann Tex
C~v St Art 717k-6, this Section 11 of tins Ordinance shall constitute authority for the issuance of any such
replacement bond vathout 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 as hereby authorized and maposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds m the form and
manner and with the effect, as provided ~n Section 6(d) of this Ordinance for Bonds issued m conversion and
exchange for other Bonds
Sect~onl2 COVENANTSREGARDINGTAX-EXEMPTION TheIssuercovenantstorefrainfrom
takang any action winch would adversely affect, and to take any action reqmred to ensure, the treatment of the
Bonds as obhgat~ons described m section 103 of the Code, the interest on winch ~s not includable m the "gross
income" ofthe holder for purposes of federal income taxation In furtherance thereof, the Issuer covenants as
follows
(a) to take any act~onto assure that no more than l0 percent ofthe proceeds ofthe Bonds
(less amounts deposited to a reserve fund, if any) are used for any "private business use", as defined
m section 141 (b)(6) of the Code or, ffmore than 10 percent of the proceeds are so used, that amounts,
whether or not received by the Issuer, wth respect to such pnvate bus~ness use, do not, under the terms
of flus Ordinance or any underlying arrangement, d~rectly or indirectly, secure or pro,nde for the
payment of more than l0 percent of the debt service on the Bonds, an contraventaon of Section
141(b)(2) of the Code,
(b) to take any action to assure that ~n the event that the '¥nvate business use" described
m subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds (less amounts deposited into
a reserve fund, if any) then the amount m excess of 5 percent ~s used for a "private business use" winch
is "related" and not "thsproportionate", vathin the meaning of section 141(b)(3) of the Code, to the
governmental use,
(c) to take any action to assure that no amount winch ~s greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, ff
any) Is directly or mdlrectly used to finance loans to persons, other than state or local governmental
units, m contravention of Section 141(c) of the Code,
(d) to reft'am from taking any action which would otherwise result in the Bonds being
treated as "private act~wty bonds" vatinn the meaning of Section 141 (b) of the Code,
(e) to refrain from taking any action that would result m the Bonds being "federally
guaranteed" vathm the meaning of Section 149(b) of the Code,
(f) to refrain from using any portion of the proceeds of the Bonds, d~rectly or indirectly,
tO acqmre or to replace funds winch were used, chrectly or indirectly, to acqmre investment property
18
(as defined tn Section 148(b)(2) of the Code) which produces a materially higher yield over the term
of the Bonds, other than investment property acquired vnth --
(l) proceeds of the Bonds invested for a reasonable temporary period of 30 days
or less until such proceeds are needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, wathln the meaning of
Section 1 148-1(b) of the Treasury Regulations, and
(3) amounts deposited m any reasonably reqmred reserve or replacement fund
to the extent such amounts do not exceed 10 percent of the stated pnnc~pal amount (or, tn the
case ora discount, the issue price) of the proceeds of the Bonds,
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not othemase contravene the
mqmmments of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section
149(d) of the Code (relating to advance refundings),
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of dehvery of the Bonds) an amount that is at least equal to 90 percent of the
"Excess Earnings", w~thm the meaning of section 148(0 of the Code and to pay to the Umted States
of America, not later that 60 days after the Bonds have been paid m full, 100 percent of the amount
then required to be prod as a result o£Excess Earmngs under section 148(f) of the Code, and
The Issuer understands that the term "proceeds" includes "dxsposmon proceeds" as defined m the
Treasury Regulations and, tn the case of refunding bonds, transferred proceeds 0f anY) and proceeds of the
refunded bonds expended prior to the date of issuance ofthe Bonds It ~s the understanding of the Issuer that
the covenants contained hereto are ~ntended 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 hereafter promulgated which modify, or expand provis~ons of the Code, as applicable to the Bonds, the
Issuer will not be required to comply w~th any covenant contained hereto to the extent that such morhficattnn
or expansion, m the opanon of nat~onally-rocogtnzed bond counsel, wxll not adversely affect the exemption from
federaltncometaxatlonoftnterestontheBondsunder Section 103 ofthe Code In the event that regulatlons
or rulings am hereafter promulgated wtuch impose adcht~onal mqmrements which are apphcable to the Bonds,
the Issuer agrees to comply w~th the addmonal requirements to the extent necessary, m the opunon of
nationally-recograzed bond counsel, to preserve the exemption from federal income taxation of interest on the
Bonds under Sect~on 103 ofthe Code Infurtheranceofsuchtntention, thelssuerherebyanthonzesandd~rects
the Mayor of the Issuer to execute any documents, certfficates or reports reqmred by the Code and to make
such elections, on behalf of the Issuer, which may be permitted by the Code as are consistent w~th the purpose
for the ~ssuance of the Bonds
In order to facthtate compliance w~th the above covenant (h), a "Rebate Fund" is hereby estabhshed
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 w~thout lnmtation the bondholders The Rebate Fund Is estabhshed for
the add~tmnal purpose of compliance w~th Section 148 of the Code
Section 13 CUSTODY, APPROVAL, AND REGISTRATION OF BONDS, BOND COUNSEL'S
OPINION, CUSIP NUMBERS, PREAMBLE AND INSURANCE The Mayor ofthe Issuer is hereby anthor-
lzed to have control of the Itnt~al Bond ~ssued hereunder and all necessary records and proceedings pertaining
19
to the Imttal Bond pending its delivery and its investigation, examination, and approval by the Attorney General
ofthe State of Texas, and its reglstratmn by the Comptroller of Pubhc Accounts ofthe State of Texas Upon
registration of the Initial Bond said Comptroller of Public 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 said Comptroller shall be impressed, or ptaced in facsimile, on the lmtlal Bond The approving legal
opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be
printed on the Initial Bond or on any Bonds issued and delivered in conversion of and exchange or replacement
of any Bond, but neither shall have any legal effect, and shall be solely for the convemence and information
of the registered owners of the Bonds The preamble to this Ordinance ~s hereby adopted and made a part
hereof for all purposes Ifmsurance is obtained on any ofthe Bonds, the Imt~al Bond and all other Bonds shall
bear an appropriate legend concerning insurance as provtded by the insurer
Sectionl4 DTCREGISTRATION The Bonds inltlally shall be lssued and dehvered m such manner
that no physical distribution of the Bonds wall be made to the public, and the Depository Trust Company
("DTC"), New York, New York, initially wall act as deposnory 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" wathm the meanmg of the New York Umform 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 m no way verifies, such representations The Imtial Bond authorized
by this Ordinance shall be delivered to and registered in the name of the
, as representative of the Underwriters (the
"Purchaser") However, it is a condmon of delivery and sale that the Purchaser, munedhately after such
delivery, shall cause the Paying Agent/Registrar, as prowded for m fins Ordinance, to cancel smd Imtial Bond
and deliver m exchange therefor a substatnte Bond for each maturity of such Imtial Bond, wath each such
substitute Bond to be registered m 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 wall hold the Bonds on behalf of the
Purchaser and/or the Direct Participants, as defined and described in the Official Statement referred to and
approved m Section 14 hereof (the "DTC Participants") So long as each Bond is registered m the name of
CEDE & CO, the Paying Agent/Registrar shall treat and deal wath DTC m all respects the same as if it were
the actual and beneficial owner thereof It is expected that DTC walt mamtaln a book entry system wluch wall
identify beneficial ownership of the Bonds by DTC Participants m integral amounts of $5,000, with transfers
of ownerslup bemg effected on the records of DTC and the DTC Participants pursuant to rules and regulations
established by them, and that the substitute Bonds antlally deposited wath DTC shall be unmobihzed and not
be further exchanged for substitute Bonds except as hereinat~er prowded The Issuer is not responsible or
liable for any functions of DTC, wall not be responsible for paying any fees or charges wath respect to ns
services, will not be responsible or liable for mamtauung, supemsmg, or revtewmg the records of DTC or the
DTC Participants, or protecting any interests or rights of the beneficial owners of the Bonds It shall be the
duty of the Purchaser and the DTC Participants to make all arrangements wath DTC to establish tins book-
entry system, the beneficial ownerstup oft he Bonds, and the method of paymg the fees and charges of DTC
The Issuer does not represent, nor does it in any way covenant that the mmal book-entry system established
wath DTC wall be maintained m the future The Issuer reserves the right and option at any time m 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 m the name of any owner If the Issuer exercises ns right and
option to terminate such requirement, it shall give written nntme of such termination to the Paying
Agent/Registrar and to DTC, and thereaRer the Paying Agent/Registrar shall, upon presentation and proper
request, register any Bond m any name as provided for in this Ordinance Notwathstandmg the lnmal
establishment of the foregoing book-entry system w~th DTC, if for any reason any of the originally delivered
substitute Bonds is duly filed wath the Paying Agent/Registrar wath proper request for transfer and substitution,
2O
as provided for in this Ordinance, substitute Bonds vail be duly dehvered as provided m this Ordinance, and
there will be no assurance or representation that any book-entry system will be maintained for such Bonds
Section 15 SALE OF INITIAL BONDS The Initial Bond is hereby sold and shall be delivered to
, as representative of the underwriters, in accordance vath the
Bond Purchase Agreement dated the date of this meeting and presented to the City Council of the City at this
meeting The Mayor of the Issuer is anthonzed and directed to execute, on behalf of the Issuer, said Bond
Purchase Agreement m the form and substance submitted at this meeting
Section 16 OFFICIAL STATEMENT An Official Statement dated as of the date of this meeting
has been prepared m connection with the sale of the Initial Bond and the Bonds, m the form and substance
submitted at tins meeting Said Official Statement and any supplement or addenda thereto have been and are
hereby approved, and their use in the offer and sale of the Bonds is hereby approved It is further officially
found, determined, and declared that the statements and representations contained m sand Official Statement
are true and correct m all material respects, to the best knowledge and behef of the Issuer The thstnbutton
and use of the Prelmnnary Official Statement dated ,1999, prior to the date hereof is hereby
ratified and approved
Sectmn 17 REFUNDING OF OUTSTANDING BONDS That concurrently wath the delivery of
the Imtml Bond the Issuer shall deposit an amount from the proceeds from the sale of the Initial Bond, vath
Chase Bank of Texas, National Asso¢lataon, as Escrow Agent, sufficient, together vath other available
mounts, to refund all of the Outstanding Bonds in accordance w~th Section 7A of Vemon's Ann Tex Clv
St Article 717k, as amended The Issuer hereby authorizes the execution of the Escrow Agreement dated as
of Apnl 1, 1999 betweentheEscrowAgantandthelssuer TheMayorofthelssuerisauthonzedandthrected
to execute, on behalf of the Issuer, sa~d Escrow Agreement m the form and substance presented to tins meeting
It is hereby found and determined that the refunding of the Outstanding Bonds ~s adwsable and necessary in
order to restructure the debt serwee requirements and procedures of the Issuer, and that the debt serwce
requirements on the Bonds vall be less than those on the Outstanding Bonds, resulting in a reduction in the
amount ofprmclpal and interest which otherwise would be payable both on an actual and a present value basis
Seetaon I8 REDEMPTION OF OUTSTANDING BONDS There is attached hereto and made a
part hereof for all purposes a list and description of certain City of Denton General Obhgatmn Bonds and City
of Denton Certificates of Obhgation, and notace provlsmns relating thereto, wfuch bonds are hereby called for
redemption, and shall be redeemed, prior to their scheduled maturities, on the date, at the place, and at the
price, set forth thereto, the Issuer shall cause the appropriate notices of such redemption to be given m
accordance w~th the requirements of the respective proceedings authorizing the issuance of such bonds, and
due provislnn shall be made by the Issuer m accordance wtth law for the payment of the redemption price of
said bonds by the place of payment (paying agent) for such bonds
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 anthonzed, empowered, and d~reeted 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 hereto mentioned, as may be necessary or desirable in order
to carry out the terms and prowsions of this Bond Ordinance, the Bonds, the sale of the Bonds, the Bond
Purchase Agreement, the Escrow Agreement and the Official Statement, and the Director of Finance of the City
shall cause the expenses of~ssuance of the Bonds to be paid from the proceeds of sale of the Imtial Bond In
case any officer whose s~gnature shall appear on any Bond shall cease to be such officer before the delivery
21
of such Bond, such stgnature shall nevertheless be valid and sufficient for all purposes the same as if such
officer had remained tn office until such dehvery
Section 20 CONTINUING DISCLOSURE (a) Annual Reports 0) The Issuer shall provtde
annually to each NRMSIR and any SID, w~thtn slx months after the end of each fiscal year ending m or after
1999, financtal information and operating data w~th respect to the Issuer of the general type tncluded m the final
Offimal Statement anthonzed by Sectton 16 ofthts Ordinance, being the information described tn Exhtbtt A
hereto, whtch Exhtbtt ts attached to and incorporated in this Orchnance as if written word for word hereto Any
finanmal statements so to be provtded shall be (1) prepared tn accordance w~th the accounting pnnctples
described m Exhtblt A hereto, or such other accounting prmmples as the Issuer may be reqmred to employ from
ttme to ttme pursuant to state law or regulation, and (2) audtted, tfthe Issuer commtsslons an audtt of such
statements and the audtt ts completed wathtn the period during whtch they must be proxaded If the audit of
such finanmal statements ts not complete wathin such period, then the Issuer shall provide unaudited financial
statements by the required tune and vail provtde audited finanmal statements for the apphcable fiscal year to
each NRMSIR and any SID, when and ffthe au&t report on such statements become avadable
(u) If the Issuer changes xts 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 wtuch the Issuer othemase would be reqmred
to promde financial mf'ormatton and operating data pursuant to thts Section The finanmal reformation and
operating data to be pro,aded pursuant to flus Section may be set forth m full m one or more documents or may
be tncluded by spemfic reference to any document (mcludmg an officml statement or other offering document,
ff~t ~s available fi'om the MSRB) that theretofore has been provided to each NRMSlR and any SID or filed
w~th the SEC
(b) Material Event Nottce$ The Issuer shall notify any SID and etther each NRMSIR or the MSRB,
~n a ttmely manner, of any of the following events wnh respect to the Bonds, if such event ~s material wathm
the meaning of the federal secunttes laws
1 Pnnmpal and mterest payment delmquencies,
2 Non-payment related defaults,
3 Unscheduled draws on debt serrate reserves reflecting financtat d~fficulties,
4 Unscheduled draws on credit enhancements reflecting financtai chfficulttes,
5 Subsmut~on of credit or hqmchty providers, or their fadure to perform,
6 Adverse tax opunons or events affectmg the tax-exempt status of the Bonds,
7 Modfficattons to rights of holders of the Bonds,
8 Bond calls,
9 Defeasances,
10 Release, substttutlon, or sale of property securmg repayment of the Bonds, and
11 Rating changes
22
The Issuer shall nottfy any SID and etther each NRMSIR or the MSRB, tn a ttmely manner, of any fadure by
the Issuer to provide financial ~nformat~on or operating data ~n accordance uath subsection (a) ofth~s Section
by the t~me reqmred by such subsection
(c) Llm~tattons, Dtsclatmers, and Amendments 0) The Issuer shall be obhgated to observe and
perform the covenants specffied tn th~s Section for so long as, but only for so long as, the Issuer remains an
"obhgated person" wath respect to the Bonds w~ttun the meaning of the Rule, except that the Issuer tn any event
wdl g~ve the nottce reqmred by Subsectton (b) hereof of any Bond calls and defeasance that cause the Issuer
to no longer be such an "obhgated person"
(u) The provastons ofth~s Sectton are for the snle benefit of the regtstered owners and benefictal
owners of the Bonds, and nothing ~n tins Section, express or unphed, shall g~ve any benefit or any legal or
eqmtable right, remedy, or claun hereunder to any other person The Issuer undertakes to provide only the
finanmal tnfonnat~on, operattng data, flnanctal statements, and notmes which ~t has expressly agreed to prowde
pursuant to th~s Sectton and does not hereby undertake to provade any other mformat~on that may be relevant
or material to a complete presentatton of the Issuer's financml results, cond~tton, or prospects or hereby
undertake to update any tnformatton provtded m accordance w~th this Sectton or othervase, except as expressly
provaded herem The Issuer does not make any representation or warranty concemtng such mformat~on or ~ts
usefulness to a dectston 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, 1N CONTRACT OR TORT, FOR DAMAGES RESULTING 1N
WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE
(tv) No default by the Issuer tn observing or performing ~ts obhgatmns under flus Sectmn shall
comprise a breach of or default under the Ordtnance for purposes of any other provts~on ofthts Ordinance
Noflung m th~s Section ~s intended or shall act to dtsclann, watve, or othemase hmat the duttes of the Issuer
under federal and state secunttes laws
(v) The provtstons ofth~s Section may be amended by the Issuer from tune to ttrae to adapt to changed
c~rcumstances that arise from a change m legal reqmrements, a change m law, or a change m the tdent~ty,
nature, status, or type of operations of the Issuer, but only tf(1) the prows~ons of this Sectton, as so amended,
would have permitted an underwriter to purchase or sell Bonds m the primary offering of the Bonds in
comphance w~th the Rule, taking rote account any amendments or interpretations of the Rule since such
offertng as well as such changed mrcumstances and (2) e~ther (a) the registered owners of a majority tn
aggregate pnnc~pat amount (or any greater amount reqmred by any other provtston ofttus Ordinance that
authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that ~s
unaffihated vath the Issuer (such as nattonally recograzed bond counsel) determined that such amendment will
not materially ~mpatr the interest ofthe registered owners and benefictal owners ofthe Bonds Ifthe Issuer so
amends the prowstons of this Sectton, tt shall tnclude w~th any amended finanmal tnformatton or operating data
next provtded tn accordance vath subsection (a) ofthts Section an explanation, ~n narrattve form, of the reason
for the amendment and of the tmpact of any change tn the type of financtal mformatton or operating data so
prowded The Issuer may also amend or repeal the provts~ons ofthts conttnumg dtsclosure agreement ffthe
SEC amends or repeals the apphcable provts~on of the Rule or a court of final jurisdiction enters judgment that
23
such provisions of the Rule are invalid, but only ffand to the extent that thc provisions of tins sentence would
not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds
(d) Defimtlons As used in tins Section, the following terms have the meanings ascribed to suchterms
below
"MSRB" means the Municipal Securities Rulemakmg Board
"NRMSIR" means each person whom the SEC or ~ts staff has deternuned to be a nationally recogmzed
mumcipal securities reformation repository w~thm the meamng of the Rule from time to tune
"Rule" means SEC Rule 15c2-12, as amended from Ume to tane
"SEC" means the United States Securities and Exchange Comnussion
"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 ~ts staff to be, a state ~nformation depository ~nthm the
meaning of the Rule from tune to tune
Section 21 OPEN MEETINGS The C~ty Council has found and determined that the meeting at
winch th~s Ordinance ~s considered ~s open to the pubhc and that notice thereof was given m accordance ~nth
the provasaons of the Texas Open Meetings, Law, Tex Gov't Code, Chapter 551, as amended
Sectaon22 EFFECTIVE DATE Tins Ordmance shall become effect~ve unmed~ately upon ~ts passage
and approval
24
PASSED AND APPROVED this the 23rd day of March, 1999
Jac~l~er, Mayor
ATTEST
Jennifer Walters, City Secretary
APPROVED AS TO LEGAL FORM
Herbert L Prouty, C~ty P~ttomey
25
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to tn Seciion 20 ofttus Ordinance
Annual Financial Stateinents and Operating Data
The financial information and operating data vath respect to the Issuer to be prowded annually in
accordance with such Section are as specified (and included in the Appendix or under the tables of the Official
Statement referred to) below
Tables numbered 1 through 14, inclusive, under the captions "Tax Information", "Debt Semce
Requirements" and "Financial Information" in the O~cial Statement
Appendix B in the Oi:flc~al Statement
Accounting Principles
The accounting principles referred to in such Section are the accounting pnnciples descnbed tn the
notes to the financial statements referred to in the paragraph above