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HomeMy WebLinkAboutORD 1984-017 BOND ORDINANCE $2,880,000 CITY OF GRAPEVINE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1984 Dated May 1, 1984 TABLE OF CONTENTS Page ` ' Recitals 1 ARTICLE I Definitions and Other Preliminary Matters Section 1.01. Definitions 2 Section 1.02. Findings 2 Section 1.03. Table of Contents, Titles and Headings 3 Section 1.04. Interpretation 3 ARTICLE II Security for the Bonds Section 2.01. Ta.�c Levy for Payment of the Bonds 3 ARTICLE III Authorization; General Terms and Provisions Regarding the Bonds Section 3.01. Authorization 3 Sectioti 3.02. Date, Denomination, Maturities, Numbers and Interest 4 Sectiot� 3.03. Medium, Method a.iid Place of Payment 4 Section 3.04. Control, Executio�i and Initial Registration 5 Section 3.05. Ownership 6 Section 3.06. Registration, Transfer and Exchange 6 Seetion 3.07. Cancellation 7 Section 3.08. Temporary Bonds 7 Section 3.09. Replacement Bonds $ Section 3.10. Approval of Sale and Official Stateme�it 9 ARTICLE IV RedemptioTi of Bonds Before Maturity Section 4.01. Limitation on Redemption 9 Section 4.02. Optio�ial Redemption 9 Section 4.03. Partial Redemption 10 Section 4.04. Notice of Redemption to Bondholders 10 Section 4.05. Payment Upon Redemption 10 Section 4.06. Effect of Redemption 11 Section 4.07. Lapse of Payment 11 ARTICLE V Paying Agent/Registrar � Section 5.01. Appointment of Initial Paying Agent/Registrar 11 Section 5.02. Qualificatioc�s 11 � Section 5.03. Maintaining Paying Agent/Registrar 12 �� (i) Page Section 5.04. Termination 12 Seetion 5.05. Notice of Change to Bondholders 12 Section 5.06. - Agreement to Perform Duties and Functions - 12 Section 5.07. Delivecy of Records to Successor 12 ARTICLE VI Form of the Bonds Section 6.01. Form Generally 12 Section 6.02. Form of the Bonds 13 Section 6.03. CUSIP Numbers 18 Section 6.04. Leg�al Opinion 18 ARTICLE VII Creation of Fuiids a.nd Accounts, Initial Deposits a.nd Application of Money Section 7.01. Creation of Funds 18 Section 7.02. Initial Deposits 18 Section 7.03. Interest and Sinl:ing Fund 18 Section 7.04. Construction Fund 19 Section 7.05. Excess Bond Proceeds 19 ARTICLE VIII Investments Section 8.01. Investments 19 Section 8.02. Investment Income 20 ARTICLE IX Particular Representations and Covena.nts Section 9.01. Payment of the Bonds 20 Section 9.02. Other R,epresentations and Covena.nts 20 ARTICLE X Default and Remedies � Section 10.01. Events of Default 21 Section 10.02. Remedies for Default 21 Section 10.03. Remedies Not Exclusive 22 ARTICLE XI D ischarge Section 11.01. Discharge by Payment 22 Section 11.02. Discha.rge by Deposit 22 � � i i I _.__, (ii) ARTICLE XII Miscellaneous Matters Section 12.01. Emergency 23 � EXECUTION _ 24 (iii) ORDINANCE NO. 84-17. AN ORDINANCE PROVIDING FOR THE [SSUANCE OF CITY- OF GRAPEVINE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1984, IN THE AGGREGATE PR.INCIPAL AMOUNT OF _ $2,880,000, FOR THE PURPOSE OF MAKING THE WITHIN DESCRIBED PERMANENT PUBLIC IMPROVEMENTS WITHIN AND FOR THE CITY; PRESCRIBING THE FORM OF SAID BONDS; LEVYING AND REQUIRING ASSESSMENT AND COLLECTION OF AN ANNUAL AD VALOREM TAX ON ALL TAXABLE PROPERTY WITHIN THE CITY TO PAY THE INTEREST ON SUCH BOIVDS AND TO CREATE A SINKING FUND FOR THE PAYMENT THEREOF AT MATURITY; ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; AND DECLARING AN EMERGENCY WHEREAS, the bonds hereiciafter authorized were duly and favorably voted, as required by the Coc�stitution and laws of the State of Texas, at elections held in the City of Grapevine, Texas (tt�e "City'7, on the 19th day of January, 1980, and on the 20th day of August, 1983; and WHEREAS, at said ele�tion, the following were among the purposes and the amounts of general obligation bonds authorized and the amounts previously issued for said purposes pursuant to the voted authorizations, the amounts therefrom being - issued pursuant to this Ordinance, and the respective balances that remain unissued for the indicated purposes after the issuance of the bonds herein authorized, to-wit: Amount Amount Election Amount Previously Being Unissued Purpose Date Voted Issued Issued Balance Street Improvements 1-19-80 $4,155,000 $3,370,000 $ 400,000 $ 385,000 Street � Improvements 8-20-83 7,685,000 -0- 1,655,000 6,030,000 Library Building 8-20-83 825,000 -0- 825,000 -0- WHEREAS, the City Council considers it in the best interest of the City at this time to authorize the issuance and delivery of the amounts thus reflected, all in a single issue, and all ili accordance with the laws of the State of Texas and the Charter of the City; THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: _ ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS _ Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise, in this Ordinance, the following terms shall have the meanings specified � below: "Bond" means any of the Bonds. "Bondholder" or "Holder" or "Owner" means the person who is the registered owrier of a Bond or Bonds, as showi� in the Register. "Bonds" mea.�is the bonds autliorized to be issued by Section 3.01 of this Ordiiia.nce. "Closing Date" mea.iis the date of the initial delivery of a.nd payment for the Bonds. "Code" means the Internal Revenue Code of 1954, as ame�ided, including the regulations and published ruling�s thereu�ider. "Construction Fund" means the construction fund established by Section 7.01(a)(ii) of this Ordinance. "Event of Default" means any Event of Default as defined in Section 10.01 of this Ordinance. "Initial Bond" means the Initial Bond authorized by Section 3.04(b) of this Ordinance. "Initial Date" means the date designated as the Iiiitial Date by Section 3.02(a) of this Ordinance. "Interest and Sinking Fund" means the interest and sinking fund established by Section 7.01(a)(i) of this Ordinance. "Paying Agent/Registrar" means initially Texas American Bank/Fort Worth, N.A., Fort Worth, Texas, or any successor thereto as provided in this Ordinance. "Record Date" means the Record Date as prescribed by Section 3.03(b) of this Ordinance. "Register" means the Register specified in Section 3.06(a) of this Ordina.nce. Section 1.02. Findin •s. � The declarations, determinations and findings declared, made and found in the preamble to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof. --- : 0135G -2- Section 1.03. Table of Contents, Titles and Heading�s. - The table of contents, titles and headings.of the Articles and Sections of this Ordinance have been inserted for convenience of refecence only and are not to be - considered a part hereof and shall not in any way modify or restriet any of the terms or provisions hereof and shall never be considered or given any effect ic�construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Seetion 1.04. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be eonstrued to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) This Ordinanee and all the terms and provisions hereof shall be liberally coiistrued to effectuate the purposes set forth herein to sustain the validity of this Ordina.iice. ARTICLE II SECURITY FOR THE BONDS Section 2.01. Ta.x Lev,y for Pa.yment of the Bonds. (a) The City Council hereby declares and covenaaits that it will provide and levy a tax legally and fully sufficient for payment of the Bonds, it having been determined that the existing and available taxi��g authority of the City for such purpose is adequate to permit a legally sufficient t� in consideration of all other outstanding obligations of the City. (b) In order to provide for the payment of the debt service requirements on the Bonds, being (i) the interest on the Bonds, and (ii) a sirilcing fund for their payment at maturity or a sinking fund of two percent (whichever amount is the greater), there is hereby levied for the current year and each succeeding year thereafter while the Bonds or interest tliereon remain outstanding and unpaid, a tax on each $100 valuation of taxable property in the City that is sufficient to pay sueh debt service requirements, full allowance being made for delinquencies and costs of collection. (e) The t� levied by this Section shall be assessed and collected each year and applied to the payment of the debt service requirements on the Bonds, and the ta.�c shall not be diverted to any other purpose. AR.TICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. Authorization. The City's general obligation bonds to be designated "City of Grapevine, ` Texas, Genera.l Obligation Bonds, Series 1984," are hereby authorized to be issued 0135G -3- and delivered in accordance with the Constitution and laws of the State of Texas and the Charter of the City, the Bonds to be issued in the aggregate principal amount of $2,880,000 for the purpose of providing funds with which to make the following various permanent public improvements for and within the City and in the following amounts: (i) $2,055,000 for constructing improvements to the streets in and for said City, ineluding sidewalks, storm drainage improvements, parking faeilities, traffic control and maintenance facilities necessary and incidental thereto; and (ii) $825,000 for improving, acquiring, constructing and equipping a Municipal Library in and for said City. Seetion 3.02. Date, Denomination, Maturities, Numbers and Interest. (a) The Bonds shall have an Initial Date of May 1, 1984. The Bonds shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof and shall be nuinbered separately from one upward. (b) The Bonds shall mature on May 1 in the years and in the principal amounts set forth below, and interest on each Bond shall accrue from the later of the Initial Date or the most recent uiterest payment date to which interest has been paid or provided for at the per aruium rates of interest, payable semiannually on November 1 and May 1 of eaeh year until maturity or prior redemption commeneing November 1, 1984, all as set forth in the schedule below: Yea,r Pruieipal Interest Year Prineipal Interest (May 1) Amount Rate (Ma.y 1) Amount R,ate 1985 $ 50,000 % 1995 $ 130,000 % 1986 55,000 % 1996 145,000 % - 1987 60,000 % 1997 160,000 % 1988 70,000 % 1998 175,000 % 1989 75,000 % 1999 190,000 % 1990 80,000 % 2000 210,000 % 1991 90,000 % 2001 230,000 % 1992 100,000 % 2002 250,000 % 1993 110,000 % 2003 275,000 % 1994 120,000 % 2004 305,000 % Section 3.03. Medium, Method and Plaee of Pa,yment. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Bonds shall be payable to the Owners as shown in the Register at the close of business on the 15th day of the month next preceding such interest payment date (the "Record Date"). In the event of a nonpayment of interest on a scheduled payment date, and for 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 City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business __. 0135G -4- days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (c) Interest shall be paid by check (dated as of the interest payment date) and sent by the Paying Agent/Reg7strar to the person entitled to such payment, first class United States mail, postage prepaid, to the address of such person as it appears in the Register. (d) The principal of each Bond shall be paid to the person in whose name such Bond is registered on the due date thereof (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the principal corporate trust office of the Paying Agent/Registrar. Section 3.04. Control, Execution and Initial Re�'istration. (a) That the Mayor of the City is hereby authorized to have control of the Initial Bond and all necessary records a.iid proceedings pertaining thereto pending investigation, examination, and approval by the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) Initially, a single bond (the "Initial Bond") representing the entire principal amouiit of the Bonds registered in the name of the initial purchaser of the Bonds, or his or her designee, shall be executed and submitted to the Attorney General of the State of Texas for his approval, and, thereupon, the Comptroller of Public Accounts of the State of Texas, or a deputy designated ici writing to act on behalf of the Comptroller, will execute the Comptroller's Registration Certificate. (c) If the Paying Agent/Registrar, not later than the fifth day before the Closing Date, is in receipt of written instructions (oii forms to be provided by the Paying Agent/Registrar) from the initial purchaser of the Bonds designating the names in which Bonds are to be registered, the addresses of the Holders and the maturities, interest rates and denominations with respeet to each such Holder, then the Paying Agent/Registrar, upon paymeiit of the Initial Bond, shall cancel the Initial Bond and deliver, without cost, registered Bonds pursuant to such instructions. In absence of such timely instructions, the cancellation of the Initial Bond and delivery of registered definitive bonds will be delayed until such written � instructions are received. (d) The Bonds shall be executed on behalf of the City by the Mayor and City Secretary of the City, by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had been signed manually a.nd in person by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of the City had been manually impressed upon each of the Bonds. (e) In the event that any officer of the City whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication � of such Bonds or before the delivery thereof, such manual or facsimile signature 0135 G -5- — nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (f) No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon either (i) the Comptroller's Registration Certificate substa,ntially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, or (ii) the Certificate of Paying Agent/R.egistrar substa.�rtially in the form provided herein, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same officer of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registra.r on all of the Bonds. Either of such Certificates upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly certified or registered and delivered. Section 3.05. Ownership. (a) The City, the Paying Agent/Registrar and any othec persoii may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving paymecrt of the principal thereof a.nd premium, if any, thereon, for the further purpose of making and reeeiving payment of the interest thereon, and for all other purposes, whether or not such Boiid is overdue, aiid neither the City nor the Paying Agent/Registrar shall be bound by any notice or lcnowledge to the coritrary. (b) All payments made to the person deemed to be the owner of any Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registcar upon such Bond to the ex-tent of the sums paid. Section 3.06. Re�istration, Transfer and Exeha.n�e. (a) So long as any Bonds remain outstanding, the City shall cause the Paying Agent/Registrar to keep at its principal corporate trust office a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance. • (b) A Bond shall be transferable only upon the presentation and surrender thereof at the principal corporate trust office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Ag�ent/Registrar. No transfer of any Bond shall be effeetive until entered in the Register. (c) The Bonds shall be exchangeable upon the presentatioii and surrender thereof at the principal corporate trust office of the Paying Agent/ Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination and in an aggregate principal amount equal to the unpaid prineipal amount of the Bond presented for exchange. Boncls delivered in exchange for another Bond or other Bonds shall be dated so that neither gain nor loss in interest sha11 result from such exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in accordance with this Section. oiasc —s— (d) Eaeh exchange Bond delivered iir accordance with this Section shall eonstitute an original additio,nal contractual obligation of the City and shall be entitled to the ��nefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. -- (e) No service charge shall be made to the Owner for -the initial registration or any subsequent transfer of Bonds, but the Paying Agent/Registrar will require the Owner to pay the reasonable cost incurred by the Paying Agent/Registrar in connection with the exchange of a Bond or Bonds for a different denomination where no simultaneous transfer of the Bond or Bonds to a new Owner also occurs. In addition, the Paying Agent/Registrar may require the Owner to pay a sum sufficient to cover any ta.x or other governmental cha.rge that is authorized to be imposed in connection with the registration, transfer or exchange of a Bond. (f) Neither the City nor the Paying Agerit/Registrar shall be required to issue or transfer any Bond called for redeniptioii iii whole or in part within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the owner of the uciredeemed bala.nce of a Bond called in pa.rt for redemption. Section 3.07. Cancellation. All Bonds paid or redeemed before scheduled maturity in aecordance with this Ordinance, a.nd all Bonds in lieu of which exchange Bonds or replaeement Boiids are autheriticated and delivered in accordance with this Ordinance, shall be cancelled and destroyed upon the making of proper recocds regarding such payment, cedemption, exchange or replacement. The Payiiig Agent/Reg7strar shall periodieally furnish the City with eertifieates of destruetion of such Bocids. Seetion 3.08. Temporar.y Bonds. (a) Following the delivery and registration of the Initial Bo�id and pending the preparation of definitive Bonds, the City may execute and, upon the City's request, the Paying Agent/Registrac shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds ui lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such tempocary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordina.nce. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Reg�istrar, and thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Holder. oiasc -7- _ Seetion 3.09. Replacement Bonds. __ (a) Upon the presentation and surrender to the.Paying Agent/Registrar of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Payi-ng Agent/ Registrar may require the Holder of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses coruiected herewith. (b) In the event that any Bond is lost, destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or iznowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Boiid of like tenor and principal amount, bea.ring a number not contemporaneously outstanding, provided that the Holder first: (i) furnishes to the Paying Agent/Reg�istrar satisfactory evidence of his or her ownership of a.iid the eircumstances of the loss, destruction oc theft of such Bond; (ii) furnishes such security oc indemnity as may be required by the Payii�g Agent/Registrar, and acceptable to the City, to save it harmless; (iii) pays all expenses and charges in eonnection therewith, including, but not limited to, pri�iting costs, legal fees, fees of the Paying Agent/R.egistrar and any t� or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Paying Agent/Registrar. (e) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacemeiit Bocid was issued presents for payment such original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replaeement Bond from the persoci to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expetise incurred by the City or the Paying Agent/Registrar in coruieetion therewith. (d) In the event that any such mutilated, lost, appa.rently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/ Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original additio�ial coiitractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replaeement Bond is delivered. 0135G -�- Section 3.10. Approval of Sale and Official Statement. (a) The Bonds have been duly advectised for public sa1e; bid has been received pursuant thereto, and the Bonds are hereby sold and shall be delivered to , for a price of par plus accrued interest to the Closing Date, plus a premium of $ - , being the best bid submitted at said public sa1e. (b) The Official Notice of Sale, the Official Bid Form and the Official Statement, dated April 5, 1984, prepared and distributed in connection with the sale of the Bonds are hereby approved, confirmed and adopted as official documents and statements of the City. (c) The use of such Official Statement in the reoffering of the Bonds by the purchaser of the Boiids is hereby approved and authorized, with such appropriate variatioiis as are approved by the City Manager a.nd the purchaser. (d) The proper officers of the City are hereby authorized t.o execute and deliver a certificate pertaining to sueti Official Statement, dated as of the Closing Date, as prescribed in the Official Notice of Sale. (e) The oblibation of the purehaser identified in subsection (a) of this Section to accept delivery of the Bonds is subject to such purchaser being furnished with the final, approving opiiiion of Hutchison Price Boyle & Brooks, Boiid Counsel for the City, whieh opinion shall be dated a.iid delivered the Closing Date. AKTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4.01. Limitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity oiily as provided in this Article IV. Section 4.02. Optional Redemption. (a) The City reserves the option to redeem Bonds maturing on and after May 1, 1995, in whole or in part, before their respeetive scheduled maturity dates, on May 1, 1994, or on any interest payment date thereafter (such redemption date or dates to be fixed by the City) at a price equal to the prineipal amount of the Bonds called for redemption plus accrued interest from the most recent interest payment date on which interest has bee�i paid or duly provided for to the date fixed for redemption. (b) The City, at le�st 45 days before the redemption date (unless a shorter period shall be satisfactory to the Paying Agent/Registrar), shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Bonds to be redeemed. 0135G -9- Seetion 4.03. Partial Redemption. (a) If less than all of the Bonds are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call for redemption, by lot, the Bonds, or portions thereof, within such maturity or maturities and in such principal amounts. (b) A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. (c) Upon surrender of a.i�y Bond for redemption in part, the Payii�g Agent/Registrar, in accordanee with Section 3.06 of this Ordina.nce, shall authenticate and deliver an exchai�ge Boiid or Bonds ici an ag�gregate principal amount equal to the unredeemed portio�i of the Bond so surrendered, such excha.nge being without charge, notwithstar�ding a.iiy provision of Sectiori 3.06 to the eontra.ry. (d) The Payirig Agent/Reg7strar shall promptly notify the City in writing of the principal amount to be redeemed of any Bond a,s to which only a portioii thereof is to be redeemed. Section 4.04. Notice of Redemption to Bondholders. (a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the address shown on the Register. (b) The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Bondholder receives such notice. Seetion 4.05. Pa.yment Upon Redemption. (a) Before or on each redemption date, the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust an amount from the Interest a.�id Sinking Fund or otherwise received by the Paying Agent/Reg�istrac from the City sufficient to pay the principal of, premium, if any, and accrued interest on such Bonds. (b) Upon presentation and surrender of any Bo►id called for redemption at the principal corporate trust office of the Paying Agent/Registrar on or after the date fixed for redemption, the Paying Agent/R.egistrar shall pay the principal of, premium, if any, and acerued 'uiterest on such Bond to the date of redemption from the money set aside for such purpose. 013 5 C -10- Section 4.06. Effect.of Redemption. (a) Notice of redemption having been given as provided in Section 4.04 of this Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the City defaults in the payment of the principal thereof, premium, if any, or accrued interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If any Bond or portion thereof called for redemption is not so paid upon presentation and surrender of such Bond for redemption, such Bond or portion thereof shall continue to bear interest at the rate stated on the Bond until paid or until due provision is made for the payme�it of same. Section 4.07. Lapse of Pa,yment. (a) Money set aside for the redemption of BOIl(�S and remaining unclaimed by the Owners of such Bonds for seven years after the date of redemption shall be applied to the next payment or payments on the Boi►ds thereafter eoming due and, to the eXtent any such money remains after the retirement of all outstanding Bonds, shall be paid to the City to be used for any lawful purpose. Thereafter, neither the City, the Paying Agent/Registrar nor aaiy other person shall be liable or responsible to aliy Holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to any applieable escheat law or simila.r law. (b) Money set aside for the redemption of Bonds and remaining - unclaimed by the Owners of such Bonds after the redemption date shall be segregated in a special escrow account a.iid held in trust, uniiivested, without interest, for the aceount of such Owners. ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Payin� A�ent/Re�istrar. Texas American Ba.nk/Fort Worth, N.A., Fort Worth, Texas, is hereby appointed as the initial Paying Agent/Registrar for the Bonds. Section 5.02. �ualifications. Each Paying Agent/Registrar shall be (i) a banking corporation, a banking association or a financial institution organized and doing business ulider the laws of the United States or of any state thereof, (ii) authorized under such laws to exercise trust powers, (iii) subject to supervision or examination by a federal or state governmental authority, and (iv) a single entity. 0135G -IL- - Section 5.03. Maintainin� Pa,yin� A�ent/Re�istrar. � (a) At all tiines while any Bonds are outstanding, the City will maintain a � � Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. (b) If the Payiiig Age�it/Registrar resigns or otherwise ceases to serve as such, the City will promptly appoint a replacement. Section 5.04. Termination. The City reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated a certified copy of a resolution of the City (i) g7vicig notice of the termination of the appointment and of the Paying Agent/Reg'istra.r� Agreement, stating the effective date of such termination, and (ii) appointing a successor Paying Agent/Registrar. Section 5.05. Notice of Chan�e to Bondholders. Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will cause notiee of the chang�e to be sent to each Bondholder by first class United States mail, postage prepaid, at the address in the Register, stating the effective date of the ehange and the name and mailing address of the replacemetit Paying Agent/Reg7strar. Section 5.06. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/R.egistrar, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinacice and that it will perform the duties a.nd funetions of Paying Agent/Registrar prescribed thereby. Section 5.07. Deliver,y of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar. . ARTICLE VI FORM OF THE BONDS Section 6.01. Form Generally. (a) The Bonds, including the Registratioii Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying Agent/ Registrar, and the Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and lettecs of the Committee on Uniform Securities 0135G -12- _ -Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, eonsistently herewith, may be determined by the City or by the officers executir�g such Bonds, as evidenced by their execution thereof. - (b) Any portion of the text of any Bonds may be set forth on-the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The definitive Bonds sha11 be printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner,all as determined by the officers eYecuting such Bonds, as evidenced by their exeeution thereof. (d) The Initial Bond submitted to the Attorney General of the State of Texas may be typewritten and photoeopied or otherwise reproduced. Section 6.02. Form of the Bonds. (a) The form of the Bond, including the form of the Registration Certificate of the Comptroller of Public Accouiits of the State of Texas (which shall only appear on the Initial Bond), the form of Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Bonds, shall be as follows: [Form of Bond] REGISTERED REGISTERED No. $ United States of Ameriea State of Texas COUNTY OF TARRANT CITY OF GRAPEVINE, TEXAS GENERAL OBLIGATION BOND SERIES 1984 Interest Rate: Due: Initial Date: CUSIP NO.: May 1, 1984 The City of Grapevine (the "City"), in the County of Tarrant, State of Texas, for value received, hereby promises to pay to or registered assigns, but solely from the sourees and in the manner hereinafter provided, on the due date speeified above, the sum of DOLLARS 0135G -13- unless this Bond shall have been sooner called for redemption and the payment of the prineipal hereof shall have been paid or provided for, and to pay interest on such principal amount from the later of the Initial Date specified above or the most reeent interest payment date to whieh interest has been paid or provided for until payment of such principal amount has been paid or provided for, at the per annum ra.te of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on November 1 and May 1 of each year, eommencing November 1, 1984. The principal oF this Bond shall be payable without exchange or collection eharges in lawful money of the United States of America upon presentation and surrender of this Bocid at the principal corporate trust office of tt�e Paying Agent/Registrar executing the registration certificate appearing hereon. Interest on this Bond is payable by check dated as of the interest payment date, mailed by the Paying Agent/Registrar to the registered owner at the address stiowii on the registration bool:s kept by the Paying Agent/Registrar. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the 15th day of the moirth next preceding such interest payment date, or, in the event of nonpaymeiit of interest on the scheduled payment date and for 30 days thereafter, the Special Record Date as defined in the Bond Ordinance. This Bond is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $2,880,000 (herein referred to as the "Bonds"), issued pursuant to a certain Ordina.nce of the City (the "Bond Ordinanee") for the purpose of providiiig funds with whieh to make various permanent public improvements for and within the City and in the following amounts: (i) $2,055,000 for constructing improvements to the streets in and for said - City, including sidewalks, storm drainage improvements, parking faeilities, traffic control and maintenance facilities necessary and incidental thereto; and (ii) $825,000 for improving, acquiring, constructing and equipping a Municipal Library in and for said City. The City has reserved the option to redeem the Bonds maturing on or after May l, 1995, before their respective scheduled maturities in whole or in part in multiples of $5,000 on May l, 1994, or on any interest payment date thereafter, at a price equal to the principal amount of the Bonds so called for redemptioci plus aecrued interest to the redemption date. If less than a11 of the Bonds are to be redeemed, the City shall direct the Paying Agent/Registrar to ca11 the Bonds, or portion thereof, in the principal amount so direeted by the City in inverse order of maturity and within each maturity by lot or by any other method selected by the Paying AgentfRegistrar that results in a random selection. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof desigciated for redemption shall become due and payable on the redemption date specified in such notice, and from and after such date, notwithstanding that any of the Bonds or portions thereof so ealled for redemption shall not have been surrendered for payment, uiterest on such Bonds or portions thereof shall cease to accrue. 0135G -14- As provided in the Bond Orditiance, a.Tid subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the principal corporate trust office of the Paying Agent/Registrar with such i endorsement or other evidence of transfer as is acceptable to the Paying Agent/ Registrar, and, thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized denomiiiations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated tiransferee or transferees. Neither the City nor the Paying Agent/Reg�istrar shall be required to issue or transfer any Bond called for cedemption in whole or in part within 45 days of the date fixed for redemption, provided, however, such limitation of transfer shall not be applicable to any exchange by the owner of the unredeemed balance of a Bond called in part for redemption. The City, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered oti the Record Date or the Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Paying Agent/ Registrar shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law and has been authorized by a vote of the properly qualified electors of the City voting at the elections held for that purpose within the City; that a11 acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and - performed and have happened in regular and due time, form a.cid ma.tiner, as required by law; that sufficient and proper provision for the levy a.nd collection of t�es has been made, which, when collected, shall be appropriated exclusively to the timely payment of the principal of, premium, if any, and interest on the Bonds; and that the total indebtedness of the City, including the Bonds, does not exceed any constitutiocial or statutory limitation. IN WITNESS WHEREOF, the City has caused this Bond to be executed in its name by the manual or facsimile signature of the Mayor of the City and counter- signed by the manual or facsimile signature of the City Secretary, and the official seal of the City has been duly impressed or placed in facsimile on this Bond. City Secretary, City of Grapeviiie, Texas Mayor, City of Grapevine, Texas [SEAL] 0135G -15- [Form of Comptroller's Registration Certificate - "� to be printed on the Initial Bond only] OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file a.cid of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding general obligation of the City of Grapevine, Texas, and that this Bond has this day been registered by me. Witi�ess my hand and seal of office at Austin, Texas, Comptroller of Public Accounts of the State of Texas [SEALJ LForm of Certificate of Paying Agent/Reg'istrar] CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar stiow that the Initial Bond of this series of bonds was approved by the Attorney General of the State of Texas a.nd registered by the Comptroller of Public Accounts of the State of Texas under Comptroller's Registration No. , and that this is one of the Bonds referred to in the within-mentioned Bond Ordinance. as Paying Agent/Registrar Dated: By� Authorized Sig7riatory 0135G -16- � [Form of Assignment] ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and zip code of transferee): - (Social Security or other identifying number: ) the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Dated: NOT[CE: The signature on this Assignment Signature Guaranteed By: must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers. (b) The Initial Bond shall be in the form set forth in subsection (a) of this Section, except for the following altecations: (i) immediately under the name of the Boiid, the headings "Interest Rate " and "Due " shall both be completed with the words "As shown below"; (ii) in the first paragraph of the Bond: (A) the words "on the due date specified above" shall be deleted and the following will be inserted: "on May 1 in each of the years and bearing interest at the per annum rates in aecordanee with the following sehedule: Principal Interest Year Installments Rate (Information to be inserted from schedule in Section 3.02 of this Ordinance) (B) the words "executing the registration certificate appearing hereon" shall be deleted and an additional sentence shall be added to the paragraph as follows: "The initial Payiiig Agent/Registrar is Texas American Bank/Fort Worth, N.A., Fort Worth, Texas."; 0135G -17- (iii) the Initial Bond shall be numbered T-1. (c) The Comptroller's Registration Certificate may be deleted from the definitive Bonds if such Certificate on the Initial Bond is fully executed. . (d) The Certificate of the Paying Agent/Reg7strar may be deleted from the Initial Bond if the Comptroller's Registration Certificate appears thereon. Section 6.03. CUSIP Numbers. CUSIP numbers may be printed on the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Borids shall be of no significance or effect as regards the legality thereof a.nd neither the City nor the attocneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed oii the Bonds. Section 6.04. Le�al Opinion. The approving legal opinion of Hutchison Price Boyle & Brool�s, Bond Couiisel, may be printed on ttie back of each Bond over the certification of the City Secretary of the City, which may be executed in facsimile. ARTICLE VII CREATION OF FUNDS AND ACCOUNTS, INITIAL DEPOSITS AND APPLICATION OF MONEY - Section 7A1. Creation of Fluids. (a) The City hereby establishes the following funds: (i) the City of Grapevine, Texas, General Oblig'ation Bonds, Series 1984, Interest and Sinkirig Fund; and (ii) the Series 1984 General Obligation Construction Fund. (b) The Interest and Sinking Fund and the Construction Fund shall be maintained at an official depository of the City, which must be a member of the Federal Deposit Insurance Corporation. Section 7.02. Initial Deposits. On the Closing Date, the City shall cause the proceeds from the sale of the Bonds to be deposited as follows: (i) first, an amount equal to all accrued interest and premium, if any, on the Bonds from the Initial Date until the Closing Date shall be deposited to the credit of the Interest and Sinking Fund; and (ii) second, the remaining balance shall be deposited to the credit of the Construction Fund. 0135G -I$- i Section 7.03. Interest and Sinkin� Fund. (a) The taxes levied under Section 2.01 of this Ordinance shall be deposited to the credit of the Interest and Sinking Fund at such times and in such amounts as necessary for the timely payment of the principle of and interest on the Bonds. _ (b) If the amount of money in the Interest and Sinking Fund is at least equal to the aggregate principal amount of the outsta.iiding Bonds plus the aggregate amount of interest due and that will become due and payable on such Bonds, no further deposits to that fund need be made. In determining the aggregate principal amount of outsta.nding Bonds, there shall be subtracted the amount of any Bonds that have been duly called for redemption a.nd for which money has been deposited with the Paying Agent/Registrar for such redemptioc�. (c) Money oii deposit ii� the Interest a.nd Sinking Fund shall be used to pay the principal of and interest on the Bonds as such become due and payable. Sectioii 7.04. Construction Fund. The Construction Fund shall be used for the purpose of making the permanent public improvements for which the Bonds were issued (as specified in Section 3.01 of this Ordinance) and for paying expenses incurred in connection with the issuance and delivery of the Bonds. Section 7.05. Excess Bond Proceeds. (a) Upon completion of the public improveinents firianced with the Bonds, if any amount (exclusive of that amount retained for the paymeilt of costs of such improvements not then due and payable) that remains in the Construction Fund sha,ll be transferred to the credit of the Inteeest and Sinking Fund and segregated in a special escrow account. (b) The money in the escrow account shall be used for the redemption of Bonds at the earliest date that the City has the option to redeem Bonds without premium or penalty. ARTICLE VIII INVESTMENTS Section 8.01. Investments. � (a) Money in each fund created by this Ordinance, at the option of the City, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which money is so invested shall be kept and held in trust for the benefit of the Bondholders and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. 013 5 G -19- _. (e) The money in an exerow account established under Section 7.05 of this Ordinance shall not be invested in securities or obligations that have a "higher yield," within the meaning of Section T03(c) of the Code, than the yield on the Bonds. - Section 8.02. Investment Income. (a) Interest and ineome derived from investment of the Interest and Sinking Fund shall be credited to such Fund. (b) Interest and income derived from investment of the Construetion Fund shall be deposited to the credit of the Interest and Sinking Fund as received. ARTICLE [X PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.01. Payment of the Bonds. On or before each November a.nd May 1 while any of the Bonds are outstand- ing and ulipaid, tt�ere shall be made available to the Paying Agent/Registrar, out of the Interest a.nd Siiiking Fund, money sufficient to pay sueh interest on alid principal of the Boiids as will accrue or mature on such November 1 or May 1. Section 9.02. Other Representations a.iid Covenants. (a) Ttie City will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Bond; the City will promptly pay or cause to be paid the principal of and interest on each Bond on the dates and at the pla,ces and manner prescribed in such Bond; and the City will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The City is duly authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the ereation and issuanee of the Bonds has been duly a.nd effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and enforceable general obligations of the City in accordance with their terms. (c) The City hereby represents that the proeeeds of the Bonds are needed at this time to finance the costs of the capital improvements for which the Bonds were issued (as specified in Section 3.01 of this Ordinance); that based on current facts, estimates, and eircumsta,�ices, it is reasonably e�ected that final disbursement of the proceeds of the Bonds will occur within three years after the Closing Date, that substantial binding obligations to commence such improveinents will be incurred within six months after such date, and that the construction or acquisition of the improvements will proceed with due diligence to completion; that it is not reasonably expeeted that the proceeds of the Bonds or money deposited in the Interest and Sinking Fund will be used or invested in a manner that would cause the Bonds to be or become "arbitrage bonds," within the meaning of Section 103(c) of the Code; and that, except for the Interest and Sinking Fund, no other funds or .�, accounts have been established or pledged to the payment of the Bonds. 0135G -20- (d) The City will not take any action or fail to take any action with respect to the investment of the proceeds of the Bonds or any other funds of the City, includ.ing amounts received from the investment of any of the foregoing, that, based upon the facts, estimates, and cireumstances known on the Closing Date, would result in constituting the Bonds "arbitrage bonds," within the meaning of such Section 103(c) of the Code, and the City will not take any deliberate action motivated by arbitrage that would have such result. (e) Proper officers of the City charged with the responsibility of issuing the Bonds are hereby directed to make, execute and deliver certifications as to facts, estimates and eircumstances in existence as of the Closing Date and stating whether there are any facts, estimates or circumstances that would materially change the City's current expectations. (f) The covenarrts and eepresentations made or required by this Section are for the benefit of the Bondho(ders and may be relied upon by the Bondholders and bond couiisel for the City. ARTICLE X DEFAULT AND REMEDIES Seetion 10.01. Events of Default. Each of the following occurrences or events For the purpose of ttiis Ordinanee is hereby declaced to be an "Event of Default," to-wit: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Bocidholdecs, including but not limited to, their prospect or ability to be repaid in accordance with this Ordinanee, and the continuation thereof for a period of 60 days after notice of such default is given by any Bondholder to the City. Seetion 10.02. Remedies for Default. (a) Upon the happening of any Event of Default, then and in every case any Bondholder or an authorized representative thereof, including but not limited to, a trustee or trustees therefor, may proceed against the City for the purpose of protecting and enforcing the rights of the Bondholders under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in aciy court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covena.�it or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Bondholders hereunder or any combi�iation of such remedies. (b) It is provided that all such proceedings shall be instituted aiid maintained for the equal benefit of aIl Holders of Bonds then outstanding. 0135G -21- Section 10.03. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity. - (b) The exereise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. ARTICLE XI DISCHARGE Section 11.01. Dischar�e b,y Pa.yment. When all Bonds have been paid in full as to principal and as to interest and premium, if a.ny, or when all Bonds have become due and payable, whether at maturity or by prior redemption or otherwise, and the City shall have provided for the payment of the whole amouiit due or to beeome due on all Bonds then outstanding, including all interest that has acerued thereon or that may accrue to the date of maturity or prior eedemption, and a.iiy premium due or that may become due at maturity or prior redemption, by depositing with the Paying Agent/Registrar, for payment of the principal of such outstanding Bonds and the interest acerued thereon and any premium due thereon, the entire amount due or to become due thereon, and the City shall also have paid or caused to be paid all sums payable under this Ordinance by the City, includiiig the compensation due or to become due the Paying Agent/ Registrar, then the Paying Agent/Registra.r, upon receipt of a letter of ir�struetions from the City requesting tlie same, shall discharge and release the lien of this Ordinance and execute and deliver to the City such releases or other instruments as shall be requisite to release ttie lien hereof. Sectioii 11.02. Disehar�e b.y Deposit. (a) The City may discharge its obligation to pay the principal of, premium, if any, and interest on the Bonds and its obligation to pay all other sums payable or to become payable under this Ordinanee by the City, including the compensation due or to become due the Paying Agent/Registrar, by: (i) depositing or causing to be deposited with the Paying Agent/Registrar an amount of motiey that, together with the interest earned on or eapital gains or profits to be realized from the investment of such money, will be suffieient to pay the principal of, premium, if any, and aecrued interest on such Bonds to maturity or to the date fixed for prior cedemption of such Bonds, aaid to pay such other amounts as may be reasonably estimated by the Paying Agent/Registrar to become payable under this Ordinance, including the compensation due or to become due the Payiiig Agent/ Registrar; and (ii) providing the Paying Agent/Registrar with an opinion of nationally recognized bond counsel acceptable to the Paying Agent/Registrar oiasc -22- to the effect that the deposit specified in subdivision (i) of this subsection (a) will not cause the interest on the Bonds to become subjeet to federal income ta.xation. � (b) Subject to subsection (c) of this Section, upon compliance with subsection (a) of this Section, the Bonds shall no longer be regarded as outstanding and unpaid, and the Paying Agent/Registrar, upon receipt of a letter of instructions from the City requesting the same, shall discharge and release the lien of this Ordinance and execute and deliver to the City such releases or other instruments as shall be requisite to release the lien hereof. (c) Before the discharge and release of the lien of this Ordinance pursuant to this Section, provision shall have been made by the City with the Paying Agent/Registrar for: (i) the establishment of a separate escrow accowit fund with the Paying Agent/Registrar for the deposit pursuant to subsectioii (a)(i) of this Section; (ii) the payment to the Boiidholders at the date of maturity or at the date fixed for prior redemption, as applicable, of the full amount to which the Bondholders would be entitled by way of priiicipal, premium, if any, and interest to the date of such maturity or prior redemption; (iii) the investment of such moneys by the Paying Agent/ Reg7strar in securities or obligatioiis maturing in sufficient time, in the judgment of the Paying Agent/Registrar, to make available the morieys required for such purposes; (iv) the sending of written notice by reg7stered or certified United States mail to the Holder of each Bond then outstanding within 30 days following the date of sueh deposit that sueh moneys are so available for such payment; and (v) the payment to the City, periodically or following final payment of the principal of, premium, if any, and interest on the Bonds, of any moneys, interest earnings, profits or capital gains over and above the amounts necessary for such purposes. ARTICLE XII MISCELLANEOUS MATTERS Section 12.01. Emer�ene.y. The public importance of this Ordi�iance a.tid the fact that it is to the best interest of the City to provide funds for the construction of the improvements herein contemplated at the earliest possible date constitutes an emergency and creates a necessity for the immediate preservation of the public peace, health and safety of the citizens of the City cequiring that this Ord.inance be passed and take effect as an emergency measure, and it is accordingly ordained that this Ordinance shall be in full force and effect from and after its passage. oiasc -23- PASSED, APPROVED AND EFFECTIVE this 17� day of �Pil � 1984. � . Mayor, City of Grapevine, Texas ATTEST: City Seeretary, ity of Gra.pevine, Texas APPROVED: City Attorney (SEAL] 0135G -24-