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HomeMy WebLinkAboutORD 1984-018 ORD[NANCE NO. 84-18 AN ORDINANCE BY THE CITY COUNCIL-OF THE CITY OF GRAPEVINE, TEXAS, AUTHORIZING THE ISSUANCE OF $3,000,000 "CITY OF GRAPEVINE, TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE BONDS, SERIES 1984," DATED MAY 1, 1984, FOR THE PURPOSE OF IMPROVING AND EXTENDING THE CITY'S WATERWORKS AND SANITABY SEWER SYSTEM, AS AUTHORIZED BY THE GENERAL LAWS OF THE STATE OF TEXAS, PARTICULARLY V.A.T.C.S., ARTICLE 1111, et. se�; PRESCRIBING THE FORM OF THE BONDS; PLEDGING THE 1VET REVENUES OF THE CITY'S WATERWORKS AND SEWER SYSTEM TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS; PROVIDING FOR THE SALE AND DELIYERY THEBEOF; ENACT[NG PitOVIStONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSES OF THIS ORDINANCE; AND DECLARING AN EMERGENCY WHER,EAS, under the provisions of Article 1111 et. se�c ., V.A.T.C.S., the City is authorized to issue revenue bonds for the purpose of improving and extending the waterworks and sanitary sewer system in and for said City; and WHEREAS, the City has heretofore authorized the issuance of a series of revenue refunding and improvement bonds entitled "City of Grapevine, Tesas, Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 1980" (the "Series 1980 Bonds") and in the ordinance authorizing the issuance of the Series 1980 Bonds the City reserved the right and option to issue, under certa.in conditions, additional revenue bonds secured by a pledge of the Net Revenues (as herein defined) on a parity and of equal dignity with the Series 1980 Bonds; and WHEREAS, at an election duly and legally called and held on the 19th day of January, 1980, the City Council of the City of Grapevine, Texas, was authorized and empowered to issue its revenue bonds in the amount of $1,335,000 for the purpose of improving and extending the City's Sewer System, such bonds being payable from and secured by a pledge of the net revenues of the City's combined Waterworks and Sewer System, and to mature in not more than forty (40) years from their date; and WHEREAS, out of the bonds authorized for said purposes at sa.id election, $1,315,000 have heretofore been issued for the purpose of improving and extending the City's Sewer System, and the City Council has determined it to be necessary and appropriate to issue the remaining bonds authorized at sa.id election in the prineipal amount of $20,000 for the purposes of improving and extending the City's Sewer System; and WHEREAS, the City Council has Found and determined that it is necessacy and in the best interest of the City and its citizens that it issue the Waterworks and Sewer System Revenue Bonds authorized by this Ordinance; and WHEREAS, notice of intention to issue Waterworks and Sewer System Revenue Bonds of this City payable from the Net Revenues of the City's waterworks and sewer system, in an amount not to exceed $3,000,000 was published in a newspaper of general circulation in said City on the 23rd day of March, 1984, and the 30th day of March, 1984, the date of the first publication of said Notice being at least fourteen (14) days prior to the date set for the passage of this Ordinanee; and WHEREAS, no petition of any kind has been filed with the City Secretary, and members of the City Council or any other official of the City, protesting the issuance of such bonds; and WHEBEAS, the City Council of the City of Gra.pevine, Texas, acting for and on behalf of said City, is now authorized and empowered to issue the aforesaid bonds; therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Section 1. Authorization - Principal Amount - Desi�nation. That for the purpose of improving and extending the City's Waterworks System and Sewer System there shall be and there is hereby ordered to be issued, under and by virtue of the election described in the preamble hereof, the Constitution and laws of the State of Texas, particularly V.A.T.C.S., Article 1111 et. seg., a series of bonds, to be known as "CITY OF GRAPEVINE, TEXAS, WATERWORKS AND SEWEft SYSTEM REVENUE BONDS, SERIES 1984" (the "Series 1984 Bonds") in the aggregate principal amount of three million dollars ($3,000,000). Section 2. Date - Numbers - Maturity - Option. That the Series 1984 Bonds shall be dated May l, 1984, shall be numbered consecutively from one upward, shall be in denomination of five thousand dollars ($5,000) or any integral multiple thereof and shall become due and payable serially on June 1 in each of the yeacs in accordance with the following schedule: YEARS (June 1) AMOUNTS 1985 $50,000 1986 60,000 1987 65�ppp 1988 70,000 1989 75,000 1990 85,000 . 1991 95,000 1992 100,000 ' 1993 110,000 1994 125,000 1995 135,000 1996 150,000 1�97 165,000 1998 180,000 1999 200,000 2� 220,000 2001 240,000 2002 265,000 2003 290,000 2� 320,Q00 0134G -2- PROVIDED, HOWEVER, that the City of Gra.pevine reserves the right, at its option, to redeem the Series 1984 Bonds maturing on June 1, 1995 through 2004, both inclusive, in whole or in part thereof by lot in principal amounts of $5,000 or any intebral multiple thereof, on June 1, 1994 or on any interest paymecit date thereafter, for the principal amount thereof and accrued interest to the date fixed for redemption. The election of the City to redeem Series 1984 Bonds shall be entered in the minutes of the City Council and a copy thereof shall be supplied to the Paying Agent/Registrar. If less than all of the Series 1984 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 by lot the Series 1984 Bonds or portions thereof, within such maturity or maturities and in such prineipal amounts, for redemption. At least 45 days before the date fixed for any such redemption (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of sueh redemption date, the maturity or maturities :uid the amouirts to be redeemed. 1Vot less than thirty (30) days prior to a redemptio�i date for the Series 1984 Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United States Mail, first class postage prepaid, in the naine of the City and at the City's expense, to each holder of a Series 1984 Bond to be cedeemed iii whole or in part at the address of the bondholder appearing on the Bond Register (as hereinafter defined) at the time sueh notice of redemption is mailed, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the bondholder. All notices of redemption shall (i) specify the date of redeinption for the Series 1984 Bonds, (ii) identify the Series 1984 Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed, the priiicipal amoiuit thereof to be redeemed, (iii) specify the redemption price, (iv) state that the Series 1984 Bonds, or the portion of the principal amount thereof to be redeemed, sha.11 become due and payable on the redemption date specified, and the interest thereon, or on the portion of the pci�icipal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that the payment of the redemption price for the Series 1984 Bocids, or the principal amount thereof to be redeemed, shall be made at the principal eorporate office of the Paying Agent/Registrar only upon presentation and surrender thereof by the bondholder. If a Series 1984 Bond is subject by its terms to prior redemption and has been � ealled for redemption and notice of redemption thereof has been duly given as hereinabove provided, such Series 1984 Bond (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if moneys sufficient for the payment of such Series 1984 Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/R,egistrar, then on the redemption date designated in such notice, interest on said Series 1984 Bonds (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Series 1984 Bonds shall not be deemed to be outstanding hereunder. Section 3. Interest. That the Series 1984 Bonds shall bear interest from the later of May 1, 1984, or the most recent interest payment date to which interest has ` been paid or duly provided for, at the following ra,tes per annum, to-wit: 0134C -3- Bonds maturing in the year 1985 . . . . . . . . . . . . . . % Bonds maturing in the year 1986 . . . . . . . . . . . . . . % Bonds maturing in the year 1987 . . . . . . . . . . . . . . % Bonds maturing in the year 1988 . . . . . . . . . . . . . . % Bonds maturing in the year 1989 . . . . . . . . . . . . . . % Bonds maturing in the year 1990 . . . . . . . . . . . . . . % Bonds maturing in the year 1991 . . . . . . . . . . . . . . % Bonds maturing in the year 1992 . . . . . . . . . . . . . . % Bonds maturing in the year 1993 . . . . . . . . . . . . . . % Bonds maturing in the year 1994 . . . . . . . . . . . . . . % Bonds maturing in the year 1995 . . . . . . . . . . . . . . % Bonds maturing in the year 1996 . . . . . . . . . . . . % Bonds maturing in the year 1997 . . . . . . . . . . . . . . % Bonds maturirig in the year 1998 . . . . . . . . . . . . . % Bonds maturing in the year 1999 . . . . . . . . . . . . . . % Bonds maturuig u� the year 2000 . . . . . . . . . . . . . . % Bonds maturii�g in the year 2001 . . . . . . . . . . . . . . °� �o Bonds maturing• in the year 2002 . . . . . . . . . . . . . . % Bonds maturing in the year 2003 . . . . . . . . . . . . . . % Bonds maturiiig in tlie yea.r 2004 . . . . . . . . . . . . . . % with said interest to be payable on December 1, 1984, and semi-aruivally thereafter until paid on each June 1 and December 1. Interest on any Series 1984 Bond which is payable and is punetually paid or duly provided for on any intecest payment date shall be paid to the perso�i in whose name that Series 1984 Bond (or one or more predecessor Series 1984 Bonds) is registered at the close of business on the 15th day of the month next preceding sueh interest payment date (the "Record Date"). All payments of interest on the Series 1984 Bonds shall be paid by check dated as of the interest payment date and mailed by the Paying Agent/Registrar (as hereinafter defined) to the person entitled to such payment, first class postage prepaid, at the address of such person as it appears in the Bond Register or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest is to be pa.id; provided, however, that such person shall bear all risk and expense of such customary banking arrangements. In the event of a non-payment 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. Notiee of the Special R.ecord Date and of the seheduled 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 days prior to the Special Record Date by United States mail, first class, postage prepa.id, to the address of each owner of a Series 1984 Bond appear:ng on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of ma.iling of such notice. Principal of and premium, if any, on any Series 1984 Bond sha11 be paid to the person in whose name such Series 1984 Bond is registered at the maturity or earlier redemption thereof, upon surrender of such Series 1984 Bond to the Paying AgentlRegistrar for cancellation. 0134G -4- The principal of, premium, if any, and interest on the Series 1984 Bonds shall be payable in lawful money of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Series 1984 Bonds shall be without exehange or collection charges to the cegistered owner of the Series 1984 Bonds. Each Series 1984 Bond delivered upon transfer or in exchange for or in lieu of any other Series 1984 Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series 1984 Bond, and each such Series 1984 Bond shall bear interest (as specified in this Ordinance) so neither gain nor loss in interest shall cesult from such transfer, eYchange or substitution. Section 4. Execution, Re�istration and Delivery. The seal of the City may be pcir�ted, lithograptied or impressed on each Series 1984 Bond. The Series 1984 Bonds shall be signed by the 1r�ayor of said City and countersigned by the City Seeretary of said City. The signature of these officers on the Series 1984 Bonds may be manual or imprii�ted or lithographed facsimile. The Series 1984 Bonds bearing the manual or imprinted or lithographed facsimile signatures of individuals who were at the time the proper officers of the City shall bind the City, notwithstanding that such individuals shall cease to hold such offices prior to the certification or registration and delivery of such Series 1984 Bonds or shall not have held such offices at the date of such Series 1984 Bonds, all as provided in the Bond Procedures Act of 1981, as amended. Initially one Series 1984 Boiid (the "Iiiitial Bond") representiiig the entire principal amount of all Series 1984 Bo�ids shall be issued in the name of the initial purchaser of the Series 1984 Bonds or his designee and shall be e:cecuted and submitted to the Attorney General of Texas for approval, and thereupon certified by the Comptroller of Publie Aeeounts of the State of Texas, or by a deputy designated in writing to act for the Comptroller, by ma.iival signature of the Comptroller or a deputy acting on behalf of the Comptroller. If the Paying Agent/Registrar is in receipt of timely written instructions (in form and substance satisfactory to the Paying Agent/Registrar) from the initial purchaser of the Series 1984 Bonds, or his designee, designating the persons and their addresses, the maturities and principal amounts to and in which the Initial Bond is to be transferred, then the Paying Agent/Registrar upon payment of the Initial Bond shall cancel the Initial Bond and deliver, w�thout cost, registered Series 1984 Bonds pursuant to such instructions. In the absence of such instructions, the Paying Agent/Registrar may deliver the Initial Bond to the initial purchaser of the Series 1984 Bonds upon receipt of the purehase price therefor. The Paying Agent/Registrar is not required to aecept registration instructions after the fifth day prior to the delivery and payment of the Initial Bond. No Series 198� Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Series 1984 Bond either a certificate of registra.tion substantially in the form provided herein, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of � registra.tion substantially in the form provided herein, exeeuted by the Paying 0134G -5- Agent/Registrar by manual signature, and either such certificate upon a.iiy Series 1984 Bond shall be conelusive evidence, and the only evidence, that such Series 1984 Bond has been duly certified or reg7stered and delivered. Section 5. Pa.yin� A�ent/Re�istrar. The City will at all times mainta.in a Paying Agent/Registrar meeting the qualifications herein described, for the performance of the duties hereunder. Texas American Bank/Fort Worth, N.A., Fort Worth, Texas, is hereby appointed the initial Paying Agent/Registrar for sueh purposes. The City reserves the right to appoint a successor Paying Agent/Registrar by (1) filing with the person then performing such funetion a certified copy of a resolution or ord'uiance g7ving notice of the termination of the Paying Agent/Registrar relatior�ship alid'appointing a successor and (2) causing notice to be given to each bo�idholder. Every Payii�g Agent/Re;istrar appointed hereunder shall at all times be a national or state banki�ig institution and a eorporation orgal�ized and doing business under the laws of the U�iited States of America or of any State, authorized under such laws to exereise trust powers, a,iid subject to supervision or examination by Eederal or State authority. If the Paying Agent/Reg7strar resigns or otherwise ceases to serve as such, the City will promptly appoint a replacement. The City reserves the right to terminate the appointment of any Payicig Agent/Registrar by delivering to the entity whose appointment is to be terminated a certified copy of a resolution of the City (i) givicig notice of the termination of the appointment and of the Paying Agent/Registrar Agceement, stating the effective date of sueh termination, and (ii) appointing a successor Paying Agent/Registrar. Promptly upon each change in the entity serving as Paying Agent/Registra.r, the City will cause notice of the change to be sent to each bondholder by first class United States mail, postage prepaid, at the address in the Bond Register, stating the effective date of the change and the name and mailing address of the replacement Payuig Agent/Registrar. By accepting the appointment as Paying Agent/Registrar, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinanee and that it will perform the duties and functions of Paying Agent/Registrar preseribed thereby. If a Payuig Agent/Registrar is replaced, sueh Paying Agent, promptly upon the appointment of the successor, will deliver the Bond Register (or a copy thereof) and all other pertinent books and records relating to the Series 1984 Bocids to the successor Paying Agent/Registrar. Sectio,i 6. Form of Series 1984 Bonds (a) The form of the Series 1984 Bonds, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Te�s (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 Series 1984 Bonds shall be as follows: oisac -6- [Form of Series 1984 Bonds] REGISTERED REGISTERED No. $ United States of America State of Texas COUNTY OF TARRANT � CITY OF GRAPEVINE, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE BOND SERIES 1984 Interest 8ate: Due: [nitial Date: CUSIP KO.: May 1, 1984 The City of Grapevine (the "City"), in the Coiuity of Tarrant, State of Texas, for value received, hereby promises to pay to or registered assigns, but solely from the sources and in the manner hereiiiafter provided, on the due date specified above, the sum of - DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provided for, and to pay interest on sueh prineipal amount from the later of the Initial Date specified above or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be pa.id semia.iinually on June 1 and December 1 of eaeh year, eommencing December 1, 1984. The prinoipal of this Bond sha11 be payable without exchange or collection charges in lawful money of the United States of America upoci presentation and surrender of this Bond at the principal corporate trust office of the Paying Agent/Registrar exeeuting the reg7stration certificate appearing hereon. Interest on this Bond is payable by check dated as of the interest payment date, ma.iled by the Paying Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying Agent/Registrar. For the purpose of the payr��ent 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 � sha11 be the fifteenth day of the month ne� preceding such interest payment date or, in the event of nonpayment 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 $3,000,000 (herein referred to as 0134G -7- the "Bonds"), issued pursuant to the authority provided by an election held within the City on Januacy 19, 1980, Article 1111, et. seg., Vernon's Annotated Texas Civil Statutes, as amended, and a certa.in ordinance of the City (the "Bond Ordinanee"), for the purpose of improving and e}ctending the City's Waterworks System and Sewer System. The Bonds constitute special obligations of the City payable solely from the sources and in the manner set forth herein and in the Bond Ord.inance and not from any other revenues, funds or assets of the City. The City has reserved the option to redeem the Bonds maturing on June 1, 1995 through 2004, both inclusive, before their respective scheduled maturities in whole or in part thereof by lot in prineipal amounts of $5,000 or any integral multiple thereof, on June 1, 1994, or on any interest payment date thereafter, at a price equai to the principa! amount of the Bonds so called for redemption plus accrued interest to the redemption date. If less than ail of the Bonds are to }�e redeemed, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direet the Paying Agent/Registrar to call by lot the Bonds or portions thereof, withiii such maturity or maturities and ici such principal amounts, for redemption. Notice of such redemption or redemptions shall be given by first class mail, postage prepa.id, not less than 30 days before the date fixed for redemption, to the registered ow�er of each of the Bonds to be redeemed in whole or in part. 1Votice having been so given, the Bonds or portions thereof designated 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 portio��s thereof so _ called for redemption sha11 not have been surrendered for payment, interest on such Bonds or portions thereof sha11 cease to accrue. As provided in the Bond Ordinance and subject to certa.in limitations therein set forth, this Bond is transferable upon surrender of this Bond Eor transfer at the principal eorpora.te trust office of the Paying Agent/Registrar with sueh 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 denominations, bearing the same rate of interest, and for the sa.me aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer any Bond called for redemption, in whole or in part, when such redemption is scheduled to occur within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Bond called for redemption in part. 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 pa.id to the person in whose name this Bond is registered on the Record Date or the Special R.ecord Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the City nor the Paying Agent/R,egistrar, nor any such agent shall be affected by notice to the contrary. 0134G -$- IT IS HEREBY CERTIFIED AND ftECITED that this Bond has been duly and validly issued and delivered; that all acts, conditions, and things required or proper - to be performed, exist, and be done precedent to or in the issuance and delivery of this Bond have been performed, existed, and been done in accordance with law; and that the interest on and principal of this Bond and the series of which it is a part, together with other outstanding waterworks and sewer system revenue bonds of the City, are secured by and payable from a first lien on and pledge of the Net Revenues of the City's Waterworks and Sewer System. The City has reserved the right, subject to the restrictions stated or adopted by reference in the Bond Ordinance, to issue additional parity revenue bonds that may be secured by and made payable from a first lien on and pledge of the Net Revenues of the City's Waterworks and Sewer System. The hotdecs hereo� stiall never have the right to deinand paymerit of ttiis Boiid out of any fuiids raised or to be raised by taxation. [N WITNESS WHEREOF, the City has caused this Boiid to be eYecuted in its name by the manual or facsimile signature of the Mayor of the City and countersigned by the ma.�ival or facsimile signature of the City Secretary, and the official seal of the City has been duly impressed or placed in facsimile on this Boiid. City Secretary, City of Grapevine, Texas Mayor, City of Gca.pevine, Texas [SEAL] 0134C -9- �Form of Comptroller's Registration Certificate - to be printed on the [nitial Bond only] OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my offiee a certifieate of the Attocney 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 witti the Constitution and laws of the State of Texas, and that it is a valid and binding special obligation of the City of Gra.pevine, Texas, payable from the revenues pledged to its payment by and in the ordinance authorizing same and that said Bond has this day been registered by me. Witness my hand arid seal of office at Austin, Te�c�s, Comptroller of Public Accounts, State of Te�cas [SEAL] 0134G -1�- - [Form of Certificate of Paying Agent/Registrar] CERfiIFICATE OF PAYING/AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Bond of this series of Bonds was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas under Comptroller's Registra.tion No. , aaid that this is one of the Bonds referred to in the within-mentioned Bond Ordinance. as Paying Agent/Registra.r Dated• gy, Authorized Officer [Form of Assignment] ASSIGIVMEIVT FOR VALUE RECEIVED the u�idersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and ZIP CODE of transferee): (Social Security or other ideirtifying number: � the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond , on the boolcs kept for registratioii hereof, with full power of substitution in the premises. Dated• NOTICE: The signature on this Assigiunent must correspond with the name of the Signature Guaranteed B�: registered owner as it appears on the face of the within Bond in every particular and must be guaranteed by an officer of a federa.l or or state bank or a member of the National Association of Securities • Dealers. Authorized Signatory 0134G -11- (b) The Initial Bond shall be in the Eorm set forth in subsection (a) of this Section, except for the following a,lteratior�s: (i) immediately under the name of the Bond the headings "Interest Rate " and "Due " shall both be completed with the words "As shown below;" (ii) in the first para.graph of the Bond: (A) the words "on the due date specified above" shall be deleted and the following will be inserted: "on June 1 in each of the years and bearing interest at the per a.nnum rates in accorda.nce with the following schedule: Principal Interest � Yea.i' [i�stallmecits Rate (Information to be ii�serted from in Sectio�is 2 and 3 of this Ordinance) (B) the words "executi�ig• the registration certificate appearing hereon" shall be deleted and an additional sentence shall be added to the paragra.ph as eollows: "The initial Paying Agent/Registrar is Tesas Americaai Bank/Fort Worth, iV.A., Fort Worth, Texas;" (iii) the Initial Bond shall be numbered T-1. (c) The Comptroller's Registration Certificate may be deleted from the definitive Series 1984 Bonds if such Certificate on tl�e Initial Bond is fully executed. (d) The Certificate of the Paying Agent/Registrar may be deleted from the Initial Bond if the Comptroller's RegYstra.tion Certificate appears thereon. Section 7. Def'initions. That for all purposes of this Ordinance and in particular for clarity with respect to the issuanee of the Series 1984 Bonds herein authorized and the pledge and appropriation of revenues therefor, the following are provided: (a) The term "Outstanding Bonds," as used herein, shall mean the outstanding bonds of the following issues of said City: City of Grapevine, Texas, Waterworks and Sewer System Revenue Refunding and Improvement Bonds, Series 1980, authorized by an ordinance passed May 8, 1980; City of Gra.pevine, Texas, Waterworks and Sewer System Revenue Bonds, Series 1981, authorized by an ordinance passed April 21, 1981; City of Gra.pevine, Texas, Waterworks and Sewer System R.evenue Bonds, Series 1981-A, authorized by an ordinance passed May 19, 1981; and City of Gcapevine, Texas, Waterworks and Sewer System Revenue Bonds, + Series 1982, authorized by an ordinance passed April 13, 1982. � (b) The Series 1984 Bonds authorized hereby are parity "Additional Bonds" as defined in the ordinanee passed on May 8, 1980, authorizing the issuance, sale and delivery of the above referenced City of Gra.pevine, Texas, Waterworks and Sewer System Refunding and Improvement Bonds, Series 1980. 0134G -12- (c) That Sections 8 through 16, Sections 18 through 27 and Section 34 of the aforesa.id Ordinance passed on May 8, 1980, are adopted by reference and shall be applicable to the Series 1984 Bonds authorized to be issued by this Ordinance for all purposes, except to the e:ctent hereinafter specifically modified and y supplemented. The Series 1984 Bonds authorized to be issued by this Ordina.nce and the Outstanding Bonds are and shall be secured by and payable from a fust and superior lien on and pledge of, the Net Revenues of said City's combined waterworks and sewer system and shall be on a parity and of equal dignity as to lien and right. Seetion 8. That, in addition to all other amounts required by the ocdinances authorizing the Outstanding Bonds, there shall be deposited into the Interest and Sinking Fund, created for the benefit of said Outstanding Bonds and all Additional Bonds, the following: (a) such amounts, in equal monthly installments, commeneing June 1, 1984, and on the lst of each month thereafter, as will be sufficient to pay the interest scheduled to come due on the Series 1984 Boiids o�i the ne�ct interest payment date, less any amounts already on deposit therein for such purpose derived from the proceeds of the Series 1984 Bonds or from any other lawfully ava.ilable source; and � (b) such amounts, in equal monthly installments, commencing June 1, 1984, and on the lst day of eaeh month thereafter, as will be sufficient to pay the next maturing principal of the Series 1984 Bonds. Section 9. Reserve Fund. So long as the funds on deposit in the Reserve Fund created for the benefit of said Outstanding Bonds and a11 Additional Bonds, are equal to the Reserve Fund Requirement, no deposits need be made to the credit of the Reserve Fund; but should the Reserve Fund at any time contain less than the Reserve Fund Requirement, then, subject and subordinate to making the cequired deposits to the credit of the Interest and Sinking Fund, the City shall transfer from the Net Revenues in the Revenue Fund and deposit to the eredit of the Reserve Fund, on the first day of each month, a sum equal to not less than 1/60th of the total amount then required to be maintained therein until the R.eserve Fund is restored to the Reserve Fund Requirement. The money on deposit in the Reserve Fund may be used to pay the principal of and interest on the Bonds at any time there are not suffieient funds on deposit in the Interest and Sinking Fund for such purpose. The City may, at its option, withdraw all surplus in the Reserve Fund over the Reserve Fund Requirement and deposit the same in the Revenue Fund. Section 10. Series 1984 Bonds Are Special Obli�ations. The Series 1984 Bonds are and sha11 be special obligations of the City payable from the pledged Net Revenues, and the holder or holders thereof shall never have the right to demand payment of sa.id obligations out of funds raised or to be raised by taxation. Section 11. Approval and Re�istra.tion of Ser�es 1984 Bonds. That the Mayor of sa.id City is hereby authorized to have control of the Series 1984 Bonds, including the Initial Bond, and a11 necessary records and proceedings pertaining to sa.id Series 1984 Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas. Upon registra.tion of the Initial Bond, said Comptroller of Public Accounts (or a deputy designated in writing to act 0134 G -13- for sa.id Comptroller) sha11 manually sign the Comptroller_'s Registra,tion Certificate prescribed herein to be printed and endorsed on the Initial Bond, and the seal of sa.id Comptroller sha11 be impressed, or printed, or lithogra.phed on sa.id Initial Bond. Section 12. Arbitra�e. That the proceeds derived from the sale of the Series 1984 Bonds herein authorized shall be utilized promptly for the purposes for which issued; and such proceeds shall be invested only for the temporary period pending such use; and in no event shall any investments of such proceeds be made in securities of such type or kind or for such period of time or bearing such ra.tes of interest or producing sueh yield, and no other act or action shall be taken by the City, as will cause said Series 1984 Bonds to be treated as "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or under any Regulations or Rulings issued thereunder by the Department of the Treasury or the Internal Revenue Service of the United States. Section 13. Re�istered Owners, iVotices to Bondholders, Waiver. The City, the Paying Agent/Re�strar, and any agent of either of them may treat the person in whose name any Series 1984 Bond is registered as the owner of such Series 1984 Boiid for the purpose of reeeiving payment of the prineipal of and interest on sueh Series 1984 Bond and For all other purposes whatsoever, and to the extent permitted by law, neither the City, the Paying Agent/Registrar, nor any agent of either of them shall be affected by notice to the contra.cy. Wherever this Ordinance provides for notice to holders of the Series 1984 Bonds of any event, such notice shall be sufficiently given (unless otherwise herein e.�rpressly provided) if in writing and sent by United States Ma.il, first class postage prepa.id, to the address of�eaeh bondholder as it appears in the Bond Register. In any case where notice to bondholders is given by mail, neither the failure to mail such notice to any particular bondholders, nor any defeet in any notiee so ma.iled, shall affect the sufficiency of such notiee with respect to all other Series 1984 Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the bondholder entitled to receive such notiee, either before or after the event with respect to which such notice is given, and such wa.iver shall be the equivalent of such notice. Waivers of notice by bondholders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 14. Mutilated, Destroyed, Lost, and Stolen Bonds. If (1) any mutilated Series 1984 Bond is surrendered to the Paying Agent/Registrar or the City and the Paying Agent/Registrar receives evidence to its satisfaetion of the destruction, loss, or theft of any Series 1984 Bond, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required by the Paying Agent/Registrar to save and hold each of them harmless, then, in the a.bsenee of notice to the City or the Paying Agent/Registrar that such Series 1984 Bond has been acquired by a bona fide purchaser, the City shall execute and upon its request the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Series 1984 Bond, a new bond of the same stated maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. 0134G -14- In case any such mutilated, destroyed, lost, or stolen Series 1984 Bond has become or is about to become due and payable, the City, in its discretion may, instead of issuing a new bond, pay such Series 1984 Bond. Upon the issuance of any new bond under this Section, the City may require the payment by the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent/Registrac) connected therewith. Every new bond issued pursuant to this Section ui lieu of any mutilated, destroyed, lost, or stolen Series 1984 Bond shall constitute a replacement of the prior obligation of the City, whether or not the mutilated, destroyed, lost, or stolen Series 1984 Bond shall be at any time enfocceable by anyone, and shall be ecititled to all the benefits of this Ordinance equally and ratably with all other outstanding Series 1984 Bonds. The provisions of this Section are exclusive and shall preclude (to the eYtent tawful) all other rights and remedies with respect to the replacement a.iid payment of mutilated, destroyed, lost, or stolen Series 1984 Bonds. Sectiori 15. Cancellation. All Series 1984 Bonds surrendered for payment, redemption, transfer, eYchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Ageiit/Reg�istrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Series 1984 Bonds previously certified or reg7stered acid delivered which the City may have acquired in any manner whatsoever, and all Series 1984 Bonds so delivered shall be promptly cancelled by the Paying Agent/Rebistrar. All cancelled Series 1984 Bonds held by the Paying Agent/Registrar shall be disposed of as directed by the City. Section 16. Re�istration, Transfer, and Exchan�e. The City shall cause to be kept at the principal office of the Paying Agent/Registrar a register (herein referred to as the "Bond Register") in which, subject to such reasonable regulations as it may prescribe, registra.tion of the Series 1984 Bonds and of transfers of the Series 1984 Bonds shall be made as provided herein. Upon surrender for transfer of any Series 1984 Bond at the prineipal office of the Paying Agent/Registrar, the City sha11 execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Series 1984 Bonds of the same stated maturity, of any authorized denomination, and of a like aggregate principal amount. At the option of the holder, Series 1984 Bonds may be exchanged for other Series 1984 Bonds of the same sta�ed maturity, of any authorized denomination, bearing the same ra.te of interest, and of like aggregate principal amount, upon surrender of the Series 1984 Bonds to be exchanged at the principal office of the Paying Agent/ Registra.r. Whenever any Series 1984 Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall register and deliver, the Series 1984 Bonds which the holder of Series 1984 Bonds making the exehange is entitled to receive. 0134G -15- All Series 1984 Bonds issued upon any transfer or exchange of Series 1984 Bonds shall be the va,lid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Ordinance, as the Series 1984 Bonds surrendered upon such transfer or exchange. Every Series 1984 Bond presented or surrendered for transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer and assignment in form satisfaetory to the Paying Agent/Registrar duly eYecuted, by the holder thereof or his attorney duly authorized in writing. No service eharge shall be made to the holder for any registra,tion, transfer, or exchange of Series 1984 Bonds, but the City or the Paying Agent/Registrar may require payment of a sum sufficient to eover any tax or other governmental eharge that may be imposed in connection with any transfer or exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall be required to issue oe transfer any Series 1984 Bond ealled for redemption in whole or in part when sueh redemption is scheduled to occur within 45 days of the date fixed for redemption; provided, however, such Limitations shall not be applicable to an exchange by the registered owner of the unredeemed bala.iice of a Bond called for redemption in part. Section 17. Default and Remedies. Each of the following occurrences or events For the purpose of this Ordinance is hereby deelared to be an "Event of Default," to-wit: (i) the failure to make payment of the principal of or interest on any of the Series 1984 Bonds when the same becomes due and payable; or (ii) default in the performance or observanee of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the bondholders, including but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is g7ven by any bondholder to the City. 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 aga.inst 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 any court of competent jurisdiction, for any relief permitted by law, including the specifie performance of any covenant or agreement conta.ined 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 combination of such remedies. It is provided that a�l such proceed.ings shall be instituted and ma.intained for the equal benefit of all owners of Series 1984 Bonds then outstanding. No remedy herein conferred or reserved is intended to be exclusive of any other ava.ilable 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 Series 1984 Bonds or now or hereafter existing at law or in equity. oiaac -16- Section 18. Final Deposits - Governmental Obli�ations. (a) That any Series 1984 Bond shall be deemed to be pa�d, retired, and no longer outstanding within the meaning of this Ordinance when payment of the principal and interest thereon to its due date (whether such due date be by reason of maturity, redemption or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption) or (ii) shall have been provided for by irrevocably depositing with, or making ava.ilable to, the Paying Agent/ftegistrar, in trust and irrevocably set aside exclusively for such payment, (1) money sufficient to make such payment or (2) Government Obligations, as hereinafter defined in this Section, certified by an independent public aecounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to make sueh payment, and all necessacy and proper fees, compensation and expenses of such Paying Agent/Reg�strar pertaining to the Series 1984 Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of sueh Payi�ig Agec�t/Registrar. At such time as a Series 1984 Bond shall be deemed to be paid hereunder, as aforesaid, it shall no long�er be secured by or entitled to the benefit of this Ordinance or a lien oii and pledge of the 1Vet Revenues, a.�id shall be entitted to payment solely from such money or Government Oblig�ations. (b) That mocieys so deposited with the Paying Agent/Registrar may at the direction of the City be invested in Government Obligations maturicig in the amounts and times as hereinbefore set forth, and all income from all Government Obligations in the hands of the Paying Agent/Reg�istra.r pursuant to this Section which is not required for the pay�nent of the Series 1984 Bonds, and interest thereon, with respect to which such money has been deposited, shall be turned over to the City or deposited as directed by the City. (e) That the City covenants that no deposit will be made or accepted under paragraph (a)(ii) of this Section and no use made of any such deposit which would cause the Series 1984 Bonds to be trea,ted as a,rbitra.ge bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended. (d) That, for the purpose of this Section, the term "Goveriiment Obligations" shall mean direct obligations of the United States of America, including obligations the principal of and interest on are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, and which may be in book-entry form. (e) That notwithstanding any other provisions of this Ordinance, all money or Government Obligations set aside and held in trust pursuant to the provisions of this Section for the payment of Series 1984 Bonds and interest thereon, shall be applied to and used for the payment of such Series 1984 Bonds and interest thereon and the income on sueh money or Government Obligations shall not be considered to be u.come of the System under this Ordinance. . Section 19. Sa1e of Series 1984 Bonds. That all of the Series 1984 Bonds have been duly advertised for publie sale; a bid has been received pursuant thereto and the Series 1984 Bonds are hereby sold in accordance with law and shall be delivered to for the principal amount hereof plus accrued interest to the date of delivery, plus a premium of $ ' 0134G -17- r y Section 20. Approval of Official Statement. That the form and substance of the Official Statement, dated April 5, 1984, and any addenda, supplement or amendment thereto presented to and considered at this meeting, is hereby in all respects approved and adopted by the City Council, and the Mayor and the City Secretary are hereby authorized and directed to execute the same and deliver appropriate numbers of executed copies thereof to the purchasers of the Series 1984 Bonds. Said Official Statement as thus approved, executed and delivered, with such appropriate variations as shall be approved by the City Manager and the purchasers of the Series 1984 Bonds, may be used by sa.id purchasers in the public offering and sale thereof. The City Secretary is hereby authorized and directed to include and ma.inta.in a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent records of this meeting. Section 21. Le�al Opinion. That the purchasers' obligation to accept delivery of the Series 1984 Bonds herein authorized is sub�ect to their t�eing furnished a final opinion of Messrs. Hutchison Price Boyle & Brooks, Attocneys, Da11as, Texas, approving sueh Series 1984 Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment of such Series 1984 Bonds. Printing of a true and correct copy of sa.id opinion on the reverse side of each of the Series 1984 Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City, is hereby approved and authorized. Section 22. CUSIP Numbers. CUSIP numbers may be printed on the Series 1984 Bonds. It is expressly provided, however, that the presence or absenee of CUSIP numbers on the Series 1984 Bonds shall be of no significance or effect as regards the legality thereof and neither the City nor the attorneys approvuig sa.id Series 1984 Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Series 1984 Bonds. Section 23. Emer�ency. That the publie importance of this measure and the fact that it is to the best interest o� the City to pcovide funds for the purpose of constructing improvements and e�ctensions to the City's Waterworks and Sewer System at the earliest possible date, for the immed.iate preservation of the public peace, property, health and safety of the City and its citizens, creates an emergency and an imperative necessity that the rule requiring ordinances to be read at two meetings of the City Council, be suspended, and sa.id rule is hereby suspended, and this Ordinance shall take effect and be in force from and after its passage and approval. . 0134G -1$- PASSED, APPROVED AND EFFECTIVE this the 17th day of April, 1984. � Ma or, City of rapevine, Texas ATTEST: �� City cretary, C ty of Gcapevine, Texas [SEAL] APPROVED: City Attorney, City of rap ine, exas 0134G -19-