HomeMy WebLinkAboutORD 2003-002 ORDINANCF;NO. 2003- OZ
relating to
$3,175,000
CITY OF GRt�PEVINE, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION
SER.IES 2003
Adopted: January 7, 2003
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TABLE OF CONTENTS
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ART'ICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01. Definitions...............................................................................................................2
Section1.02. Findings...................................................................................................................4
Section 1.03. Table of Contents, Titles, and H�adings.................................................................4
Section1.04. Interpretation...........................................................................................................4
ARTICLE II
SECURITY FOR THE CERTIFICAT'ES; 1NTEREST AND SINKING FUND
Section 2.01. Payment of the Certificates.....................................................................................5
Section 2.02. Interest and Sinking Fund.......................................................................................6
ARTZCLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE CERTIFICATES
Section3.01. Authorization..............................,.............................................................................6
Section 3.02. Date,Denomination, Maturities, and Interest.........................................................7
Section 3.03. Medium, Method, and Place of Payment................................................................7
Section 3.04. Execution and Registration of Certificates..............................................................8
Section3.05. Ownership...............................................................................................................9
Section 3.06. Registration, Transfer, and Exclnange................................................................... 10
Section3.07. Cancellation........................................................................................................... 10
Section 3.08. Temporary Certificates.......................................................................................... l 1
Section 3.09. Replacement Certificates....................................................................................... 11
Section 3.10. Book-Entry-Only System.................... •••••• 12
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Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry-Only System.... 13
Section 3.12. Payments to Cede & Co........................................................................................13
ART[CLE IV
REDEMPTION OF CERTIFICATES BEFORE MATURITY
Section 4.01. Limitation on Redemption.................................................................................... 14
Section 4.02. Optional Redemption............................................................................................ 14
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Section 4.03. [Reserved] ............................................................................................................. 14
Section 4.04. Partial Redemption................................................................................................ 1
Section 4.05. Notice of Redemption to Ownei•s.......................................................................... 15
Section 4.06. Payment Upon Redemption .................................................................................. 15
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Section 4.07. Effect of Redemption............................................................................................ 15
ART][CLE V
PAYING AGE�1T/REGISTRAR
Section 5.01. Appointment of Initial Paying A,gent/Registrar.................................................... 16
Section 5.02. Qualifications........................................................................................................ 16
Section 5.03. Maintaining Paying Agent/Registrar..................................................................... 16
Section5.04. Termination........................................................................................................... 16
Section 5.05. Notice of Change to Owners................................................................................. 16
Section 5.06. Agreement to Perform Duties and Functions........................................................ 16
Section 5.07. Delivery of Records to Successor......................................................................... 17
ARTICLE VI
FORM OF THE CERTIFICATES
Section 6.01. Form Generally..................................................................................................... 17
Section 6.02. Form of the Certificates......................................................................................... 17
Section 6.03. CUSIP Registration...............................................................................................23
Section6.04. Legal Opinion........................................................................................................23
Section 6.05. Statement of Insurance..........................................................................................23
ARTICLE VII
SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS
Section 7.01. Sale of Certificates; Official Statement.................................................................23
Section 7.02. Control and Delivery of Certificates.....................................................................24
Section 7.03. Deposit of Proceeds...............................................................................................25
Section 7.04. Security of Funds ..................................................................................................25
ARTI(:LE VIII
INVESTMENTS
Section8.01. Investments............................................................................................................25
Section 8.02. Investment Income................................................................................................25
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Certificates...................................................................................26
`� " Section9.02. Other Representations and Covenants...................................................................26
Section 9.03. Provisions Concerning Federal Income Tax Exclusion........................................26
Section 9.04. No Private Use or Payment and No Private Loan Financing................................27
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Section 9.05. No Federal Guaranty..............................................................................................27
Section 9.06. Certificates are not Hedge Bonds..........................................................................27
Section 9.07. No-Arbitrage Covenant.........................................................................................27
,. Section 9.08. Arbitrage Rebate ...................................................................................................27
Section 9.09. Information Reporting...........................................................................................28
Section 9.10. Continuing Obligation...........................................................................................28
ART[CLE X
DEFAULT A[�D REMEDIES
Section 10.01. Events of Default...................................................................................................28
Section 10.02. Remedies for Default............................................................................................28
Section 10.03. Remedies Not Exclusive.......................................................................................29
ARTICLE XI
DISCHARGE
Section11.01. Discharge...............................................................................................................29
ARTI�CLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01. Annual Reports......................................................................................................29
Section 12.02. Material Event Notices..........................................................................................30
Section 12.03. Limitations, Disclaimers and Amendments..........................................................31
Exhibit A - Description of Annual Disclosure of Financial Information A-1
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AN ORDINANCE PROVIDING F�OR THE ISSUANCE OF CITY OF
GRAPEVINE, TEXAS COMBINATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2003, IN THE AGGREGATE
PRINCIPAL AMOUNT OF $3,175,000; LEVYING A TAX 1N PAYMENT
THEREOF; PRESCRIBING THE FORM OF SAID CERTIFICATES;
APPROVING THE OFFICIAL STATEMENT; APPROVING EXECUTION
AND DELIVERY OF A PURCHA.SE AGREEMENT; AND ENACTING
OTHER PROVISIONS RELATING THERETO;
WHEREAS, under the provisions of Chapter 271, Subchapter C, Texas Local
Government Code, as amended, the City of Grapevine, Texas (the "City"), is authorized to issue
certificates of obligation for the purposes specified in this Ordinance and for the payment of all
or a portion of the contractual obligations for .�rofessional services, including that of engineers,
attorneys, and financial advisors in connection therewith, and to sell the same for cash as herein
provided; and
WHEREAS, the City is authorized to provide that such obligations will be payable from
and secured by the levy of a direct and continuing ad valorem tax against all taxable property
within the City, in combination with a part of certain revenues of the City's combined
waterworks and sewer system (the "System") r.emaining after payment of any obligations of the
City payable in whole or in part from a lien or pledge of such revenues that would be superior to
the obligations to be authorized herein; and
WHEREAS, the City Council has found and determined that it is necessary and in the
best interests of the City and its citizens that it issue such certificates of obligation authorized by
this Ordinance; and
WHEREAS, pursuant to a resolution hE;retofore passed by this governing body, notice of
intention to issue certificates of obligation of the City payable as provided in this Ordinance was
published in a newspaper of general circulatiom in the City in accordance with the requirernents
of law; and
WHEREAS, no petition of any kind has been filed with the City Secretary, any member
of the City Council or any other official of the City, protesting the issuance of such certificates of
obligation; and
WHEREAS, this City Council is now authorized and empowered to proceed with the
issuance of said certificates of obligation and to sell the same for cash; and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and public notice of the time„ place, and purpose of said meeting was given as
required by Chapter 551, Texas Government Code, as amended; therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE,
TEXAS, THAT:
� � 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:
"Business Day" means a day that is not a Saturday, Sunday, legal holiday or other day on
which banking institutions in the city where the Designated Payment/Transfer Uffice is located
are required or authorized by law or executive order to close.
"Certificate"means any of the Certificates.
"Certificate Date" means the date designated as the initial date of the Certificates by
Section 3.02(a) of this Ordinance.
"Certificates" means the certificates of obligation authorized to be issued by Section 3.01
of this Ordinance and designated as "City of�rapevine, Texas Combination Tax and Revenue
Certificates of Obligation, Series 2003,"in the aggregate principal amount of$3,175,000.
"City"means the City of Grapevine, Texas.
"Closing Date"means the date of the initial delivery of and payment for the Certificates.
"Code" means the Internal Revenue (�ode of 1986, as amended, including applicable
regulations,published rulings, and court decisions.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Coflumbus, Ohio, or at such other location designated
by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the
office of such successor designated and located as may be agreed upon by the City and such
successor.
"DTC" means The Depository Trust: Company of New York, New York, or any
successor securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Event of DefaulY' means any eveni: of default as defined in Section 10.01 of this
�" " Ordinance.
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"Fiscal Year" means such fiscal year as shall from time to time be set by the City
Council.
_,, � "Initial Certificate" means the initial certificate authorized by Section 3.04 of this
Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund established by
Section 2.02 of this Ordinance.
"Interest Payment Date"means the date or dates upon which interest on the Certificates is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
February 15 and August 15 of each year, comm�encing August 15, 2003.
"MSRB"means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities info�nation repository within the meaning of the Rule
from time to time.
"Net Revenues" means the gross reven.ues of the System less the expenses of operation
and maintenance as said expenses are defineci by Chapter 1502, Texas Government Code, as
amended.
"Owner" means the person who is the registered owner of a Certificate or Certificates, as
shown in the Register.
"Paying Agent/Registrar" means initially Bank One, National Association, or any
successor thereto as provided in this Ordinance.
"Prior Lien Bonds" means any and all bonds or other obligations of the City presently
outstanding or that may be hereafter issued, payable from and secured by a first lien on and
pledge of the Net Revenues or by a lien on andl pledge of the Net Revenues subordinate to a first
lien and pledge of such Net Revenues but superior to the lien and pledge of the Surplus
Revenues made for the Certificates.
"Record Date" means the last Business Day of the month next preceding an Interest
Payment Date.
"Register"means the Register specifiedl in Section 3.06(a) of this Ordinance.
"Representations Letter" means the Blanket Letter of Representations previously
executed by the City and DTC and on file with DTC.
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC"means the United States Securities and Exchange Commission.
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"SID" means any person designated by the State of Texas or an authorized department,
officer or agency thereof, as and determined by the SEC or its staff to be a state information
depository within the meaning of the Rule frorni time to time.
"Special Payment Date"means the Spe;cial Payment Date prescribed by Section 3.03(b).
"Special Record Date"means the Spec:ial Record Date prescribed by Section 3.03(b).
"Surplus Revenues" means the revemies of the System remaining after payment of all
operation and maintenance expenses therE;of, and all debt service, reserve, and other
requirements in connection with the City's Pri��r Lien Bonds; provided,however, tliat the amount
of such surplus revenues pledged to the payment of the Certificates shall be limited to $1,000.
"System" as used in this Ordinance rr►eans the City's combined waterworks and sewer
system, including all present and future additions, extensions, replacements, and improvements
thereto.
"Unclaimed Payments" means r�ioney deposited with the Paying Agent/Registrar for the
payment of principal of, redemption premium, if any, or interest on the Certificates as the same
come due and payable or money set aside for the payment of Certificates duly called for
redemption prior to maturity.
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.
Section 1.03. Table of Contents. Title;�, and Headin�s.
The table of contents, titles, and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict amy of the terms or provisions hereof a.nd shall never
be considered or given any effect in construing this Ordinance or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.04. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall
be construed 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 Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth b.erein.
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ARTICLE II
SECURITY FOR THE CERTIFICA'TES; INTEREST AND SiNKING FUND
Section 2.01. Pavment of the Certificates.
(a) Pursuant to the authority granted by the Texas Constitution and the laws of
the State of Texas, there is hereby levied fc�r the current year and for each succeeding year
hereafter while any of the Certificates or any interest thereon is outstanding and unpaid, an ad
valorem tax on each one hundred dollars' vallzation of taxable property within the City, at a rate
sufficient, within the limit prescribed by law, to pay the debt service requirements of the
Certificates, being (i) the interest on the Certi�'icates, and (ii) a sinking fund for their redemption
at maturity or a sinking fund of two percent per annum (whichever amount is the greater), when
due and payable, full allowance being made for delinquencies and costs of collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year
against all property appearing on the tax rolls of the City most recently approved in accordance
with law, and the money thus collected shall be deposited as collected to the Interest and Sinking
Fund.
(c) Said ad valorem tax, thf; collections therefrom, and all amounts on deposit
in or required hereby to be deposited to the ]:nterest and Sinking Fund are hereby pledged and
committed irrevocably to the payment of the principal of and interest on the Certificates when
and as due and payable in accordance with their terms and this Ordinance.
(d) The amount of taxes to be provided annually for the payment of principal
of and interest on the Certificates shall be determined and accomplished in the following manner:
(i) The City's annual buciget shall reflect (i) the amount of debt
service requirements to become due r�n the Certificates in the next succeeding
Fiscal Year of the City, (ii) the amount on deposit in the Interest and Sinking
Fund, as of the date such budget is prepared (after giving effect to any payments
required to be made during the remainder of the then current Fiscal Year), and
(iii) the amount of Surplus Revenues estimated and budgeted to be available for
the payment of such debt service requnrements on the Certificates during the next
succeeding Fiscal Year of the City.
(ii) The amount required to be provided in the succeeding Fiscal Year
of the City from ad valorem taxes shall be the amount, if any, the debt service
requirements to be paid on the Certificates in the next succeeding Fiscal Year of
the City exceeds the sum of(i) the am.ount shown to be on deposit in the Interest
and Sinking Fund (after giving effect to any payments required to be made during
the remainder of the then current Fiscal Year) at the time the annual budget is
prepared, and (ii) the Surplus Revenues shown to be budgeted and available for
payment of said debt service requiremE�nts.
(iii) Following the final approval of the annual budget of the City, the
�`'"' governing body of the City shall, by ordinance, levy an ad valorem tax at a rate
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sufficient to produce taxes in the amount determined in paragraph (b) above, to be
utilized for purposes of paying the principal of and interest on the Certificates in
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the next succeeding Fiscal Year of the �ity.
(e) The City hereby covenants and agrees that the Surplus Revenues are
hereby irrevocably pledged equally and ratably to the payment of the principal of, redemption
premium, if any, and interest on the Certificates, as the same become due.
(fl If the liens and provisions of this Ordinance shall be released in a manner
permitted by Article XI hereof, then the collec;tion of such ad valorem tax may be suspended or
appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking
Fund may be suspended or appropriately reduced, as the facts may permit. In determining the
aggregate principal amount of outstanding Ce:rtificates, there shall be subtracted the amount of
any Certificates that have been duly called for redemption and for which money has been
deposited with the Paying Agent/Registrar for such redemption.
Section 2.02. Interest and Sinkin�Furid.
(a) The City hereby establishes a special fund or account to be designated the
"City of Grapevine, Texas Combination Tax and Revenue Certificates of Obligation, Series
2003, Interest and Sinking Fund" (the "Interes�and Sinking Fund") said fund to be maintained at
an official depository bank of the City separate and apart from all other funds and accounts of the
City.
(b) Money on deposit in or required by this Ordinance to be deposited to the
Interest and Sinking Fund shall be used solely for the purpose of paying the interest on and
principal of the Certificates when and as due and payable in accordance with their terms and this
Ordinance.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE CERTIFICATES
Section 3.01. Authorization.
The City's certificates of obligation� to be designated "City of Grapevine, Texas
Combination Tax and Revenue Certificates oi�Obligation, Series 2003" (the "Certificates"), are
hereby authorized to be issued and delivered i�n accordance with the Constitution and laws of the
State of Texas, specifically Chapter 271, Sizbchapter C, Texas Local Government Code, as
amended and Section 9.26 of the City's Homf;-Rule Charter. The Certificates shall be issued in
the aggregate principal amount of$3,175,000 for the purpose of paying contractual obligations
to be incurred for the following purposes, to wit: (i) acquisition of the GTE building located near
the intersection of Falls Street and Barton ��treet for various municipal services of the City;
(ii) acquisition of land and a parking lot in downtown Grapevine for City parking and City
festivals, and improvements thereto; (iii) acquisition of equipment and vehicles for police
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department; (iv) acquisition of equipment and a fire truck for fire department; (v) acquisition of
equipment and a vehicle for public works dep;�rtment; (vi) acquisition of equipment and vehic es
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for utility department, (vii) acquisition of e;quipment and golf carts for City golf course;
(viii) acquisition of computers, hardware, software and related equipment for various City
departments (collectively, the "Project"); and (ix) to pay for professional services of attoineys,
`�`°'`° financial advisors and other professionals in c�onnection with the Project and the issuance of the
Certificates..
Section 3.02. Date, Denomination, M�iturities, and Interest.
(a) The Certificates shall bc; dated January 1, 2003. The Certificates shall be
in fully registered form, without coupons, in tYie denomination of$5,000 or any integral multiple
thereof and shall be numbered separately from one upward, except the Initial Certificate, which
shall be numbered T-1.
(b) The Certificates shall mature on August 15 in the years and in the
principal amounts set forth in the following sctiedule:
Maturity Principal Maturity Principal
(Au�ust 15) Amount Interest Rat<: (August 15) Amount Interest Rate
2003 $310,000 3.000% 2010 $220,000 3.375%
2004 430,000 3.000% 2011 180,000 3.500%
2005 435,000 3.000% 2012 105,000 3.750%
2006 450,000 3.000% 2013 110,000 3.875%
2007 245,000 3.000% 2014 110,000 4.000%
2008 245,000 3.000% 2015 115,000 4.125%
2009 220,000 3.000%
(c) Interest shall accrue anci be paid on each Certificate respectively until its
maturity or prior redemption from the later af the Certificate Date or the most recent Interest
Payment Date to which interest has been paici or provided for at the rates per annum for each
respective maturity specified in the schedule contained in subsection (b) above. Such interest
shall be payable semiannually on February I S and August 15 of each year, commencing on
August 15, 2003, computed on the basis of a 360-day year of twelve 30-day months.
Section 3.03. Medium, Method, and Flace of Payment.
(a) The principal of and ir�terest on the Certificates shall be paid in lawful
money of the United States of America.
(b) Interest on the Certificates shall be payable to the Owners as shown in the
Register at the close of business on the Record Date; provided, however, in the event of
" nonpayment of interest on a scheduled Intere.�t Payment Date and for 30 days thereafter, a new
record date for such interest payment (a "Special Record Date") shall be established by the
'�°� Paying Agent/Registrar, if and when funds for the payment of such interest have been received
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from the City. Notice of the Special Record D�te 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 Days prior to the Special Record Date by United States mail,
�°� �y first class, postage prepaid, to the address of each Owner of a Certificate appearing on the
Register 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 and mailed on the Interest
Payment Date, and sent by the Paying AgentlRegistrar to each Owner, first class United States
mail, postage prepaid, to the address of each Ovvner as it appears in the Register, or by such other
customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner;
provided, however, that the Owner shall bear all risk and expense of such alternative banking
arrangement. At the option of an Owner of at least $1,000,000 principal amount of the
Certificates, interest may be paid by wire transfer to the bank account of such Owner on file with
the Paying Agent/Registrar.
(d) The principal of each C�ertificate shall be paid to the Owner on the due
date thereof (whether at the maturity date c�r the date of prior redemption thereo fl upon
presentation and surrender of such Certif cate �it the Designated Payment/Transfer Office of the
Paying AgentlRegistrar.
(e) If the date for the payme�it of the principal of or interest on the Certificates
shall be a Saturday, Sunday, legal holiday, or d��y on which banking institutions in the city where
the Designated Payment/Transfer Office is located are required or authorized by law or executive
order to close, then the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized
to close, and payment on such date shall have the same force and effect as if made on the original
date payment was due and no additional interf;st shall be due by reason of nonpayment on the
date on which such payrnent is otherwise stated to be due and payable.
(fl Unclaimed Payments shall be segregated in a special escrow account and
held in trust, uninvested by the Paying AgentlRegistrar, for the account of the Owners of the
Certificates to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property
Code, Unclaimed Payments remaining unclairrxed by the Owners entitled thereto for three years
after the applicable payment or redemption date shall be applied to the next payment or
payments on the Certificates thereafter comin�; due and, to the extent any such money remains
after the retirement of all outstanding Certificates, shall be paid to the City to be used for any
lawful purpose. Thereafter, neither the City, t:he Paying Agent/Registrar, nor any other person
shall be liable or responsible to any Owners of such Certificates for any further payment of such
unclaimed moneys or on account of any such Certificates, subject to Title 6 of the Texas
Property Code.
Section 3.04. Execution and Re �si�ration of Certificates.
„ (a) The Certificates shall be executed on behalf of the City by the Mayor and
the City Secretary, by their manual or facsimil� signatures, and the official seal of the City shall
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be impressed or placed in facsimile thereon. Such facsimile signatures on the Certificates shall
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have the same effect as if each of the Certificates had been signed manually and in person by
each of said officers, and such facsimile seal on the Certificates shall have the same effect as if
the official seal of the City had been manually impressed upon each of the Certificates.
(b) In the event that any officer of the City whose manual or facsimile
signature appears on the Certificates ceases to be such officer before the authentication of such
Certificates or before the delivery thereof, sucY� manual or facsimile signature nevertheless shall
be valid and sufficient for all purposes as if such officer had remained in such office.
(c) Except as provided belo�v, no Certificate 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 the Certificate of Paying Agent/Registrar substantially in the form provided
herein, duly authenticated by manual execution.by an officer or duly authorized signatory of the
Paying AgentlRegistrar. It shall not be required that the same officer or authorized signatory of
the Paying Agent/Registrar sign the Certifi�ate of Paying Agent/Registrar on all of the
Certificates. In lieu of the executed Certificate of Paying Agent/Registrar described above, the
Initial Certificate delivered at the Closing Date shall have attached thereto the Comptroller's
Registration Certificate substantially in the form provided herein, manually executed by the
Comptroller of Public Accounts of the State af Texas, or by his duly authorized agent, which
Certificate shall be evidence that the Certificat�has been duly approved by the Attorney General
of the State of Texas, that it is a valid and bir►ding obligation of the City, and that it has been
registered by the Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Certificate representing the entire
principal amount of all Certificates, payable in stated installments to the initial purchaser, or its
designee, executed manually or by facsimile by the Mayar and City Secretary of the City,
approved by the Attorney General, and regist��red and manually signed by the Comptroller of
Public Accounts, will be delivered to the initial purchaser or its designee. Upon payment for the
Initial Certificate,the Paying AgentlRegistrar s11a11 cancel the Initial Certificate and deliver to the
purchaser, one registered definitive Certificate :for each year of maturity of the Certificates in the
aggregate principal amount of all Certificates for such maturity, registered in the name of
Cede&Co., as nominee of DTC.
Section 3.05. Ownership.
(a) The City, the Paying Agent/Registrar, and any other person may treat the
person in whose name any Certificate is regist�red as the absolute owner of such Certificate for
the purpose of making and receiving payment a�f the principal thereof, for the further purpose of
making and receiving payment of the interest tihereon, and for all other purposes (except interest
shall be paid to the person in whose name suc;h Certificate is registered on the Record Date or
Special Record Date, as applicable), whether or not such Certificate is overdue, and neither the
City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the Owner of a Certificate shall be valid and
� effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such
Certificate to the extent of the sums paid.
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Section 3.06. Registration, Transfer, ar�d Exchan�e.
(a) So long as any Certificates remain outstanding, the City shall cause the
Paying Agent/Registrar to keep at its design��ted office a register in which, subject to such
reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the
registration and transfer of Certificates in accordance with this Ordinance.
(b) The ownership of a (�ertificate may be transferred only upon the
presentation and surrender of the Certificate �t the Designated Payment/Transfer Office with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar.
No transfer of any Certificate shall be effective until entered in the Register.
(c) The Certificates shall be exchangeable upon the presentation and
surrender thereof at the Designated Payment/Transfer Office Paying Agent/Registrar for a
Certificate or Certificates of the same maturity and interest rate and in a denomination or
denominations of any integral multiple of$5,000, and in an aggregate principal amount equal to
the unpaid principal amount of the Certificates presented for exchange. The Paying
Agent/Registrar is hereby authorized to authenticate and deliver Certificates exchanged for other
Certificates in accordance with this Section.
(d) Each exchange Certificate delivered by the Paying Agent/Registrar in
accordance with this Section shall constitute an original contractual obligation of the City and
shall be entitled to the benefits and securit}� of this Ordinance to the same extent as the
Certifi�ate or Certificates in lieu of which such exchange Certificate is delivered.
(e) No service charge shall lbe made to the Owner for the initial registration,
subsequent transfer, or exchange for a differe�it denomination of any of the Certificates. The
Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any
tax or other governmental charge that is authorized to be imposed in connection with the
registration, transfer, or exchange of a Certiticate.
(fl Neither the City nor the '�aying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond called for redemption, in whole or in part, where such
redemption is scheduled to occur within forty-five (45) calendar days after the transfer or
exchange date; provided, however, such limital:ion shall not be applicable to an exchange by the
Owner of the uncalled principal balance of a Bond.
Section 3.07. Cancellation.
All Certificates paid in accordance with this Ordinance, and all Certificates in lieu of
which exchange Certificates or replacement Certificates are authenticated and delivered in
accordance with this Ordinance, shall be cana�lled and proper records shall be made regarding
such payment, redemption, exchange, or repl�icement. The Paying AgentlRegistrar shall then
dispose of cancelled Certificates in accordance with the Securities Exchange Act of 1934.
,�,�
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Section 3.08. Temporary Certificates.
(a) Following the delivery and registration of the Initial Certificate and
pending the preparation of definitive Certificates, the proper officers of the City may execute
and, upon the City's request, the Paying AgerndRegistrar shall authenticate and deliver, one or
more temporary Certificates that are printed, lithographed, typewritten, mimeographed, or
otherwise produced, in any denomination, substantially of the tenor of the definitive Certificates
in 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 temporary
Certificates may determine, as evidenced by thE:ir signing of such temporary Certificates.
(b) Until exchanged for Certificates in definitive form, such Certificates in
temporary form shall be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to
the Paying Agent/Registrar the Certificates in definitive form; thereupon, upon the presentation
and surrender of the Certificate or Certificates in temporary form to the Paying Agent/Registrar,
the Paying Agent/Registrar shall cancel the Certificates in temporary form and shall authenticate
and deliver in exchange therefor a Certificate or Certificates of the same maturity and series, in
definitive form, in the authorized denominatiori, and in the same aggregate principal amount, as
the Certificate or Certificates in temporary fann surrendered. Such exchange shall be made
without the making of any charge therefor to any Owner.
Section 3.09. Replacement Certificates.
(a) Upon the presentation a:nd surrender to the Paying Agent/Registrar of a
mutilated Certificate, the Paying AgentlRegi:;trar shall authenticate and deliver in exchange
therefor a replacement Certificate of like tenmr and principal amount, bearing a number not
contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner
of such Certificate to pay a sum sufficient to c�ver any tax or other governmental charge that is
authorized to be imposed in connection therewith and any other expenses connected therewith.
(b) In the event that any Cer�ificate is lost, apparently destroyed or wrongfully
taken, the Paying AgentlRegistrar, pursuant to the applicable laws of the State of Texas and in
the absence of notice or knowledge that such Certificate has been acquired by a bona fide
purchaser, shall authenticate and deliver a replacement Certificate of like tenor and principal
amount,bearing a number not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying A.gent/Registrar satisfactory evidence of his
or her ownership of and the circumstan<;es of the loss, destruction, or theft of such
Certificate;
(ii) furnishes such security or indemnity as may be required by the
Paying Agent/Registrar to save it and the City harmless;
(iii) pays all expenses and cliarges in connection therewith, including,
but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar,
"n '" and any tax or other governmental char�;e that is authorized to be imposed; and
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(iv) satisfies any other reasonable requirements imposed by the City
and the Paying Agent/Registrar.
(c) If, after the delivery of�uch replacement Certificate, a bona fide purchaser
of the original Certificate in lieu of which such replacement Certificate was issued presents for
payment such original Certificate, the City and the Paying Agent/Registrar shall be entitled to
recover such replacement Certificate from thc� person to whom it was delivered or any person
taking therefrom, except a bona fide purchasei•, and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of'any loss, damage, cost, or expense incurred by the
City or the Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed, or
wrongfully taken Certificate has become or is about to become due and payable, the Paying
Agent/Registrar, in its discretion, instead of issuing a replacement Certificate, inay pay such
Certificate if it has become due and payable or may pay such Certificate when it becomes due
and payable.
(e) Each replacement Cf;rtificate delivered in accordance with this
Section shall constitute an original additionaY contractual obligation of the City and shall be
entitled to the benefits and security of this Grdinance to the same extent as the Certificate or
Certificates in lieu of which such replacement�Certificate is delivered.
Section 3.10. Book-Entry=0nlv Svstem.
(a) Notwithstanding any ofher provision hereof, upon initial issuance of the
Certificates, the Certificates shall be registered in the name of Cede& Co., as nominee of DTC.
The definitive Certificates shall be initially issued in the form of a single separate certificate for
each of the maturities thereof.
(b) With respect to Certificates registered in the name of Cede & Co., as
nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or
obligation to any DTC Participant or to any �erson on behalf of whom such a D fC Participant
holds an interest in the Certificates. Without limiting the immediately preceding sentence, the
City and the Paying AgentJRegistrar shall have no responsibility or obligation with respect to (i)
the accuracy of the records of DTC, Cede& Co. or any DTC Participant with respect to any
ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other
person, other than an Owner, as shown on the Register, of any notice with respect to the
Certificates, including any notice of redempti�n, or (iii) the payment to any DTC Participant or
any other person, other than an Owner, as shown in the Register of any amount with respect to
principal of, premium, if any, or interest ��n the Certificates. Notwithstanding any other
provision of this Ordinance to the contrary, the City and the Paying Agent/Registrar shall be
entitled to treat and consider the person in whose name each Certificate is re�,ristered in the
Register as the absolute owner of such CertiEicate for the purpose of payment of principal of,
premium, if any, and interest on the Certificates, for the purpose of giving notices of redemption
� and other matters with respect to such Certiiicate, for the purpose of registering transfer with
respect to such Certificate, and for all other ��urposes whatsoever. The Paying AgentlRegistrar
,� shall pay all principal of, premium, if any, a��d interest on the Certificates only to or upon the
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order of the respective Owners as shown in ttie Register, as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of,
' premium, if any, and interest on the Certifica.tes to the extent of the sum or sums so paid. No
person other than an Owner, as shown in the Register, shall receive a certificate evidencing the
obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in pl<�ce of Cede & Co., the word "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(c) The Representations Letter previously executed and delivered by the City,
and applicable to the City's obligations deliv��red in book-entry-only form to DTC as securities
depository, is hereby ratified and approved for the Certificates.
Section 3.11. Successor Securities Depositorv' Transfer Outside Book-Entrv-Onlv
S^ sy tem.
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described h��rein and in the Representations Letter of the City
to DTC, and that it is in the best interest of the City and the beneficial owners of the Certificates
that they be able to obtain certificated Certificates, or in the event DTC discontinues the services
described herein, the City shall (i) appoint a successor securities depository, qualified to act as
such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC
and P,TC Participants of the appointment of stich successor securities depository and transfer one
or more separate Certificates to such successor securities depository; or(ii) notify DTC and DTC
Participants of the availability through DTC of certificated Certificates and cause the Paying
Agent/Registrar to transfer one or more se�arate registered Certificates to DTC Participants
having Certificates credited to their DTC a<;counts. In such event, the Certificates shall no
longer be restricted to being registered in the]Zegister in the name of Cede& Co., as nominee of
DTC, but may be registered in the name of thf; successor securities depository, or its nominee, or
in whatever name or names Owners transfenring or exchanging Certificates shall designate, in
accordance with the provisions of this Ordinarice.
Section 3.12. Payrnents to Cede &Ca.
Notwithstanding any other provision of this Ordinance to the contrary, so long as the
Certificates are registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of, premium, if any, and interest on such Certificates, and all notices with
respect to such Certificates shall be made and. given, respectively, in the manner provided in the
Representations Letter of the City to DTC.
��
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ART'ICLE IV
REDEMPTION OF CERTIF�ICATES BEFORE MATURITY
Section 4.01. Limitation on Redemption.
The Certificates shall be subject to redemption before scheduled maturity only as
provided in this Article IV.
Section 4.02. Optional Redem�tion.
(a) The City reserves the o�tion to redeem Certificates maturing on and after
August 15, 2014 in whole or any part, befc►re their respective scheduled maturity dates, on
February 15, 2013 or on any date thereafter, such redemption date or dates to be fixed by the
City, at a price equal to the principal anlount of the Certificates called for redemption plus
accrued interest to the date fixed for redemptiCn.
(b) If less than all of the Certificates are to be redeemed pursuant to an
optional redemption, 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 Certificates, or
portions thereof, within such maturity or maturities and in such principal amounts for
redemption.
(c) The City, at least 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 ar�d of the principal amount of Certificates to be
redeemed.
Section 4.03. Reserved
Section 4.04. Partial Redemption.
(a) A portion of a single Certificate 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 Certificate is to be partially redeemed, the Paying Agent/Registrar shall treat
each $5,000 portion of the Certificate as th�ugh it were a single Certificate for purposes of
selection for redemption.
(b) Upon surrender of any Certificate for redemption in part, the Paying
Agent/Registrar, in accordance with Sectio�13.06 of this Ordinance, shall authenticate and
deliver an exchange Certificate or Certificates in an aggregate principal amount equal to the
unredeemed portion of the Certificate so surrendered, such exchange being without charge.
(c) The Paying Agent/Registrar shall promptly notify the City in writing of
the principal amount to be redeemed of any Certificate as to which only a portion thereof is to be
- redeemed.
:�
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Section 4.05. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of
` Certificates 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 Certificate (or part thereo fl to be
redeemed, at the address shown on the Register at the close of business on the Business Day next
preceding the date of mailing such notice.
(b) The notice shall state the; redemption date, the redemption price, the place
at which the Certificates are to be surrendered for payment, and, if less than all the Certificates
outstanding are to be redeemed, an identifica�ion of the Certificates or portions thereof to be
redeemed.
(c) Any notice given as provided in this Section shall be conclusively
presutned to have been duly given, whether or riot the Owner receives such notice.
Section 4.06. Payment Upon RedemptROn.
(a) Before or on each rederrxption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all arrxounts due on the redemption date and the Paying
Agent�'Registrar shall make provision for the payment of the Certificates to be redeemed on such
date by setting aside and holding in trust such amounts as are received by the Paying
AgentiRegistrar from the City and shall use ,�uch funds solely for the purpose of paying the
principal of, redemption premium, if any, �nd accrued interest on the Certificates being
redeemed.
(b) Upon presentation and surrender of any Certificate called for redemption
at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of, redemption premium, if any, and acerued interest on
such Certificate to the date of redemption from the money set aside for such purpose.
Section 4.07. Effect of Redemption.
(a) Notice of redemption h;�ving been given as provided in Section 4.OS of
this Ordinance, the Certificates or portions the:reof called for redemption shall become due and
payable on the date fixed for redemption and, unless the City defaults in its obligation to make
provision for the payment of the principal tl7ereof, redemption premium, if any, or accrued
interest thereon, such Certificates or portions thereof shall cease to bear interest from and after
the date fixed for redemption, whether or not such Certificates are presented and surrender�d for
payment on such date. -
(b) If the City shall fail to rnake provision for payment of all sums due on a
redemption date, then any Certificate or portion thereof called for redemption shall continue to
bear interest at the rate stated on the Certifica�e until due provision is made for the payment of
same by the City.
*k��l
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ART�CLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Pa�� eg nt/Re is� trar.
Bank One, National Association, is hereby appointed as the initial Paying
Agent/Registrar for the Certificates.
Section 5.02. Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized
under the laws of the State of Texas, or other eritity duly qualified and legally authorized to serve
as and perform the duties and services of payin�;agent and registrar for the Certificates.
Section 5.03. Maintaining Payin�A�ent/Re 'si�.
(a) At all times while any of the Certificates are outstanding, the City will
maintain a Paying AgenURegistrar that is qual.ified under Section 5.02 of this Ordinance. The
Mayor is hereby authorized and directed to execute an agreement with the Paying
Agent/Registrar specifying the duties and responsibilities of the City and the Paying
Agent/Registrar. The signature of the Mayor sl�all be attested by the City Secretary of the City.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such,
the Cit✓will promptly appoint a replacement.
Section 5.04. Termination.
The City, upon not less than sixty (60) days notice, reserves the right to terminate the
appointment of any Paying AgenURegistrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
Section 5.05. Notice of Chan�g,e to Owners.
Promptly upon each change in the entit,y serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by first class United States mail, postage
prepaid, at the address thereof in the Register., stating the effective date of the change and the
name and mailing address of the replacement Paying Agent/Registrar.
Section 5.06. Agreement to Perform Duties and Functions.
By accepting the appointment as Pa.�ing Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Age:nt/Registrar is deemed to have agreed to the
provisions of this Ordinance and that it will perform the duties and functions of Paying
Agent/Registrar prescribed thereby.
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Section 5.07. Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced„ such Paying Agent/Registrar, promptly upon the
°°°"` appointment of the successor, will deliver the �Zegister (or a copy thereo fl and all other pertinent
books and records relating to the Certificates to the successor Paying Agent/Registrar.
ARTI:CLE VI
FORM OF THE CERTIFICATES
Section 6.01. Form Generally.
(a) The Certificates, includix►g the Registration 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 Certificates, (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 (i�lcluding identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any reproduction of an opinion of
counsel) thereon as, consistently herewith, m�y be determined by the City or by the officers
executing such Certificates, as evidenced by their execution thereof.
(b) Any portion of the text of any Certificates may be set forth on the reverse
side thereof, with an appropriate reference therE;to on the face of the Certificates.
(c) The definitive Certifica�tes, if any, shall be typewritten, photocopied,
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 executing such
Certificates, as evidenced by their execution th��reof.
(d) The Initial Certificate submitted to the Attorney General of the State of
Texas may be typewritten and photocopied or otherwise reproduced.
Section 6.02. Form of the Certificates.
The form of the Certificates, including the form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Certificates, shall be substantially
as follows:
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(a) Form of Certificate.
REGISTERED REGISTERED
No. $ —
United States of America
State of Texas
County of Tarrant
CITY OF GR�.PEVINE, TEXAS
COMBINATION"CAX AND REVENUE
CERTIFICATE OF OBLIGATION
SERIES 2003
INTEREST RATE: MATURITY DATE: CERTIFICATE DATE: CUSIP NUMBER:
% February 15, January 1, 2003
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, on the Maturity Date specified above, the sum of
DOLLARS
unless this Certificate shall have been soonf;r called for redemption and the payment of the
principal hereof shall have been paid or pravided for, and to pay interest on such principal
amount from the later of the Certificate 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 paid semiannually on
February 15 and August 15 of each year, comrnencing August 15, 2003.
The principal of this Certificate shall be payable without exchange or collection charges
in laivful money of the United States of �►merica upon presentation and surrender of this
Certificate at the designated office in Coltimbus, Ohio (the "Designated Payment/Transfer
Office") of Bank One, National Association, as initial Paying AgentlRegistrar, or, with respect to
a successor paying agent/registrar, at the Designated PaymentlTransfer Office of such successor.
Interest on this Certificate is payable by chec�: dated as of the interest payment date, and will be
mailed by the Paying Agent/Registrar to the registered owner at the address shown on the
registration books kept by the Paying AgentlRegistrar or by such other customary banking
arrangement acceptable to the Paying Agemt/Registrar and the registered owner; provided,
however, such registered owner shall bear all risk and expense of such other banking
,,__, arrangement. At the option of an Owner of at least $1,000,000 principal amount of the
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Certificates, interest may be paid by wire transfer to the bank account of such Owner on file with
the Paying Agent/Registrar. For the purpose of the payment of interest on this Certificate, the
registered owner shall be the person in whose name this Certificate is registered at the close of
business on the "Record Date," which shall be the last Business Day of the month next preceding
such interest payment date; provided, however, that in the event of nonpayment of interest on a
scheduled payment date and for 30 days therea.fter, a new record date for such interest payment
(a "Special Record Date") shall be established i�y the Paying AgenbRegistrar, 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 date shall be 15 days after the Special �Zecord Date) shall be sent at least five Business
Days prior to the Special Record Date by Unit�ed States mail, first class, postage prepaid, to the
address of each Owner of a Certificate 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.
If the date for the payment of the principal of or interest on this Certificate shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office is located are required or authorized by law or executive
order to close, the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized
to close, and payment on such date shall have the same force and effect as if made on the original
date payrnent was due and no additional interf;st shall be due by reason of nonpayment on the
date on which such payment is otherwise stated to be due and payable.
This Certificate is one of a series of fully registered certificates specified in the title
hereof issued in the aggregate principal amount of $3,175,000 (herein referred to as the
"Certificates"), issued pursuant to a certain c►rdinance of the City (the "Ordinance") for the
purpose of paying contractual obligations to bf; incurred for (i) acquisition of the GTE building
located near the intersection of Falls Street and Barton Street for various municipal services of
the City; (ii) acquisition of land and a parking lot in downtown Grapevine for City parking and
City festivals, and improvements thereto; (iii) acquisition of equipment and vehicles for police
department; (iv) acquisition of equipment and :a fire truck for fire department; (v) acquisition of
equipment and a vehicle for public works department; (vi) acquisition of equipment and vehicles
for utility department, (vii) acquisition of e��uipment and golf carts for City golf course;
(viii) acquisition of computers, hardware, software and related equipment for various City
depart�nents (collectively, the "Project"); and {ix) to pay for professional services of attorneys,
financial advisors and other professionals in connection with the Project and the issuance of the
Certificates.
The City has reserved the option to redeem the Certificates maturing on or after
August 15, 2014, in whole or in part, before their respective scheduled maturity dates, on
February 15, 2013, or on any date thereafter, at a price equal to the principal amount of the
Certificates so called for redemption plus accrued interest to the date fixed for redemption. If
less than all of the Certificates are to be redeemed, the City shall determine the maturity or
maturities and the amounts thereof to be redeerned and shall direct the Paying Agent/Registrar to
call by lot or other customary method that results in a random selection the Certificates, or
portions thereof, within such maturity and in s�xch principal amounts, for redemption.
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As provided in the Ordinance, and sulbject to certain limitations therein set forth, this
Certificate is transferable upon surrender of this Certificate for transfer at the Designated
Payment/Transfer Office with such endorsement or other evidence of transfer as is acceptable to
the Paying Agent/Registrar; thereupon, one or rnore new fully registered Certificates of the same
stated maturity, of authorized denominations, t�earing the same rate of interest, and for the same
aggregate principal amount will be issued to thf;designated transferee or transferees.
Neither the City nor the Paying Agen�/Registrar shall be required to issue, transfer or
exchange any Certificate called for redemptian where such redemption is scheduled to occur
within 45 calendar days of the date fixed for redemption; provided, however, such limitation
shall not be applicable to an exchange by the registered owner of the uncalled principal balance
of a Certificate.
The City, the Paying Agent/Registrar, a�nd any other person may treat the person in whose
name this Certificate 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 Certificate is
registered on the Record Date) and for all other purposes, whether or not this Certificate be
overdue, and neither the City nor the Paying Agent/Registrar shall be affected by notice to the
contrary.
IT IS HEREBY CERTIFIED AND RE(�ITED that the issuance of this Certificate and the
series of which it is a part is duly authorized by law; that all acts, conditions, and things required
to be done precedent to and in the issuance �f the Certificates have been properly done and
performed and have happened in regular and due time, form, and manner as required by law; that
ad valorem taxes upon all taxable property in the City have been levied for and pledged to the
payment of the debt service requirements of tY►e Certificates within the limit prescribed by law;
that, in addition to said taxes, further provisions have been made for the payment of the debt
service requirements of the Certificates by pl�dging to such purpose, a limited amount of the
Surplus Revenues, as defined in the Ordinance, derived by the City from the operation of the
combined waterwarks and sewer system; tl�at when so collected, such taxes and Surplus
Revenues shall be appropriated to such purposes; and that the total indebtedness of the City,
including the Certificates, does not exceed any constitutional or statutory limitation.
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IN WITNESS WHEREOF, the City has caused this Certificate to be executed by the
manual or facsimile signature of the Mayor c�f the City and countersigned by the manual or
facsimile signature of the City Secretary, atid the official seal of the City has been duly
impressed or placed in facsimile on this Certificate.
Mayor, City of Grapevine, Texas
City Secretary,
City of Grapevine, Texas
[SEAL]
(b) Form of Comptroller's Registration Certificate. The following
Comptroller's Registration Certificate may be deleted from the definitive Certificates if such
certificate on the Initial Certificate is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
I hereby certify that there is on file and ��f record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Certificate 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 obligation of the City of Grapevine,
Texas; and that this Certificate has this day beefz registered by me.
Witness my hand and seal of office at Austin,Texas,
[SEAL] Cc►mptroller of Public Accounts
of the State of Texas
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(c) Form of Certificate of P'avin�A e�ntlRe i� strar. The following Certificate
of Paying Agent/Registrar may be deleted from the Initial Certificate if the Comptroller's
Registration Certificate appears thereon.
CERTIFICATE OF PAY"ING AGENT/REGISTRAR
The records of the Paying Agent/Regi:>trar show that the Initial Certificate of this series
of Certificates was approved by the Attorney (3eneral of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas, and that this is one of the Certificates
referred to in the within-mentioned Ordinance.
BANK ONE,NATIONAL ASSOCIAT'ION
Paying Agent/Registrar
Dated: By:
Authorized Signatory
(d) Form of Assi�nment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersi,�med hereby sells, assigns, and transfers unto
(print or typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number; ) the within Certificate
and all rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer• the within Certificate on the books kept for
registration hereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Certificate in every particular and
must be guaranteed in a maruzer acceptable
to the Paying Agent/Registrar.
Signature Guaranteed By:
Authorized Signatory
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(e) The Initial Certificate shall be in the form set forth in paragraphs (a)
through(d) of this Section, except for the follo�wing alterations:
(i) immediately under the name of the Certificate the headings
"INTEREST RATE" and "MATURIT��' DATE" shall both be completed with the
expression"As shown below";
(ii) in the first paragraph of the Certificate, the words "on the Maturity
Date specified above" shall be deleted and the following will be inserted: "on
February 15 in each of the years, in the:principal installments and bearing interest
at the per annum rates in accordance with the following schedule:
Principal Interest
Years Installments Rates"
(Information to be inserted from schedule
in Section 3.02(t�) of this Ordinance)
(iii) the Initial Certificate sh��ll be numbered T-1.
Section 6.03. CUSIP Registration.
The City may secure identification numbers through the CUSIP Service Bureau Division
of Standard &Poor's Corporation,New York,New York, and may authorize the printing of such
numbers on the face of the Certificates. It is expressly provided, however, that the presence or
absence of CUSIP numbers on the Certificate�� shall be of no significance or effect as regards to
the legality thereof and neither the City nor the attorneys approving said Certificates as to
legality are to be held responsible for CUSIP numbers incorrectly printed on the Certificates.
Section 6.04. Le ag 1 Opinion.
The approving legal opinion of Vinson& Elkins L.L.P., Bond Counsel, may be printed
on the reverse side of or attached to each Certificate over the certification of the City Secretary
of the City, which may be executed in facsimile.
Section 6.05. Statement of Insurance.
A statement related to a municipal bond insurance policy, if any, to be issued for the
Certificates may be printed on or attached to e��ch Certificate.
ARTICLE VII
SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS
Section 7.01. Sale of Certificates; Official Statement.
(a) The Certificates are hereby officially sold and awarded and shall be
delivered to SWS Securities, Inc., Coastal Securities, Inc. and SAMCO Capital Markets
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(collectively, the "Underwriters"), in accordance with the terms and provisions of that certain
Purchase Agreement relating to the Certificates between the City and the Underwriters and dated
the date of the passage of this Ordinance. The form and content of such Purchase Agreement are
hereby approved, and the Mayar is hereby aul:horized and directed to execute and deliver, and
the City Secretary is hereby authorized and directed to attest, such Purchase Agreement. It is
hereby officially found, determined and declared that the terms of this sale are the most
advantageous reasonably obtainable. The Certificates shall initially be registered in the name of
SWS Securities, Inc. or its designee.
(b) The form and substance of the Preliminary Official Statement, dated
December 26, 2002, as amended, and any addenda, supplement or amendment thereto (the
"Preliminary Official StatemenY') and the final official statement ("Official Statement")
presented to and considered at this meeting, is hereby in all respects approved and adopted and
the Preliminary Official Statement is hereby deemed final as of its date (except for omission of
pricing and related information) within the me�ning and for the purposes of paragraph (b)(1) of
Rule 15c2-12 under the Securities Exchange Art of 1934, as amended. The Mayor of the City is
hereby authorized and directed to execute the dfficial Statement and deliver appropriate numbers
of copies thereof to the Underwriters. The Official Statement as thus approved, executed, and
delivered, with such appropriate variations, including pricing and related information, as shall be
approved by the Mayor of the City and the Und.erwriters, may be used by the Underwriters in the
public offering and sale of the Certificates. Th� City Secretary is hereby authorized and directed
to include and maintain a copy of the Offir,ial Statement and any addenda, supplement or
amendment thereto thus approved among the �permanent records of this meeting. The use and
distribution of the Preliminary Official Statement in the public offering of the Certificates is
hereby ratified, approved, and confirmed.
(c) All officers of the Cit:y are authorized to execute such documents,
certificates and receipts, and to make such elections with respect to the tax-exempt status of
Certificates, as they may deem appropriate in order to consummate the delivery of the
Certificates in accordance with the provisions and terms of sale therefor.
(d) The obligation of the iJnderwriters identified in subsection (a) of this
Section to accept delivery of the Certificates is subject to such Underwriters being furnished with
the final, approving opinion of Vinson& Elkins L.L.P., bond counsel for the City, which opinion
shall be dated and delivered the Closing Date.
Section 7.02. Control and Deliverv of�ertificates.
(a) The Mayor of the City is hereby authorized to have control of the Initial
Certificate and all necessary records and proceedings pertaining thereto pending investigation,
examination, and approval of the Attorney General of the State of Texas, registration by the
Comptroller of Public Accounts of the State oi�Texas and registration with, and initial exchange
or transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the
Certificates shall be made to the initial purchasers thereof under and subject to the general
t��
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supervision and direction of the Mayor, against receipt by the City of all amounts due to the City
under the terms of sale.
- (c) In the event the Mayor or City Secretary is absent or otherwise unable to
execute any document or take any action authorized herein, the Mayor Pro Tem and the Assistant
City Secretary, respectively, shall be authorized to execute such documents and take such
actions, and the performance of such duties by the Mayor Pro Tem and the Assistant City
Secretary shall for the purposes of this Ordinance have the same effect and force as if such duties
were performed by the Mayor and City Secreta�ry, respectively.
Section 7.03. Deposit of Proceeds.
(a) First: All amounts recei�ved on the Closing Date as accrued interest on the
Certificates from the Certificate Date to the Closing Date shall be deposited to the Interest and
Sinking Fund.
(b) Second: The remainin�; balance received on the Closing Date shall be
deposited to a special account of the City, such moneys to be dedicated and used solely for the
purposes for which the Certificates are being is��ued as herein provided.
Section 7.04. Security of Funds.
All moneys on deposit in funds refen-ed to in this Ordinance shall be secured in the
manner and to the fullest extent required by the laws of the State of Texas for the security of
public funds, and moneys on deposit in such fiinds shall be used only for the purposes permitted
by this Ordinance.
ARTICLE VIII
INVESTMENTS
Section 8.01. Investments.
(a) Money in the Interest arid Sinking Fund created by this Ordinance, at the
option of the City, may be invested in surh securities or obligations as permitted under
applicable law as in effect on the date of the inwestment.
(b) Any securities or obligations in which money in the Interest and Sinking
Fund is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold
and the proceeds of sale shall be timely applied to the making of all payments required ta be
made from the Interest and Sinking Fund.
Section 8.02. Investment Income.
(a) Interest and income derived from investment of the Interest and Sinking
Fund shall be credited to such fund.
.�
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(b) Interest and income derived from the investment of funds deposited
pursuant to Section 7.03(b) hereof shall be creciited to the fund or account where deposited until
the completion of the Project; thereafter, to the extent such interest and income are present, such
interest and income shall be deposited to the Interest and Sinking Fund.
ARTICLE IX
PARTICULAR REPRESEN'CATIONS AND COVENANTS
Section 9.01. Pavment of the Certifical:es.
On or before each Interest Payment Date for the Certificates and while any of the
Certificates are outstanding and unpaid, tl�ere shall be made available to the Paying
Agent/Registrar, out of the Interest and Sinking Fund, money sufficient to pay such interest on,
principal of and redemption premium, if any on the Certificates as will accrue or mature on the
applicable Interest Payment Date, maturity date or date of prior redemption, if any.
Section 9.02. Other Representations arad Covenants.
(a) The City will faithfully perform, at all times, any and all covenants,
undertakings, stipulations, and provisions conta.ined in this Ordinance and in each Certificate; the
City will promptly pay or cause to be paid th.e principal of, redemption premium, if any, and
interest on each Certificate on the dates anci at the places and manner prescribed in such
Certificate; and the City will, at the times azld 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 Certificates; all action on its part for the creation and issuance of the Certificates has been
duly and effectively taken; and the Certificates in the hands of the Owners thereof are and will be
valid and enforceable obligations of the City in accordance with their terms.
Section 9.03. Provisions Concernin� F�ederal Income Tax Exclusion. The City intends
that the interest on the Certificates shall be excludable from gross income for federal income tax
purposes pursuant to sections 103 and 141 through 150 of the Code and the applicable Income
Tax Regulations promulgated thereunder (the "Regulations"). The City covenants and agrees
not to take any action, or knowingly omit to take any action within its control, that if taksn or
omitted, respectively, would cause the interest on the Certificates to be includable in gross
income, as defined in section 61 of the Code, for federal income tax purposes. In particular, the
City covenants and agrees to comply with each requirement of Sections 9.03 through 9.10,
inclusive; provided, however, that the City shall not be required to comply with any particular
requirement of this Sections 9.03 through 9.10, inclusive, if the City has received an opinion of
nationally recognized bond counsel ("Counse;l's Opinion") that such noncompliance will not
adversvly affect the exclusion from gross income for federal income tax purposes of interest on
the Certificates or if the City has received a Counsel's Opinion to the effect that coinpliance with
some other requirement set forth in this Sections 9.03 through 9.10, inclusive, will satisfy the
applicable requirements of the Code and the Regulations, in which case compliance with such
� � ,
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other requirement specified in such Couns�l's Opinion shall constitute compliance with the
corresponding requirement specified in Sections 9.03 through 9.10, inclusive.
Section 9.04. No Private Use or Pa�nnent and No Private Loan Financin�. The City
shall certify, through an authorized officer, �mployee or agent, thati, based upon all facts and
estimates known or reasonably expected to be in existence on the date the Certificates are
delivered, that the proceeds of the Certificate:; will not be used in a manner that would cause the
Certificates to be "private activity bonds" within the meaning of section 141 of the Code and the
Regulations promulgated thereunder. Moreover, the City covenants and agrees that it will make
such use of the proceeds of the Certificates, including interest or other investment income
derived from Certificate proceeds, regulate t31e use of property financed, directly or indirectly,
with such proceeds, and take such other arid further action as may be required so that the
Certificates will not be "private activity bonds" within the meaning of section 141 of the Code
and the Regulations promulgated thereunder.
Section 9.05. No Federal Guarantv. The City covenants and agrees not to take any
action, or knowingly omit to take any act:ion within its control, that, if taken or omitted,
respectively, would cause the Certificates to be "federally guaranteed" within the meaning of
section 149(b) of the Code and the applicable Regulations thereunder, except as permitted by
section 149(b)(3) of the Code and such Regulations.
Section 9.06. Certificates are not Hed�e Bonds. The City covenants and agrees not to
take any action, or knowingly omit to take any action within its control, that, if taken or omitted,
respectively, would cause the Certificates to be "hedge bonds" within the meaning of section
149(g) of the Code and the applicable Regulat:ions thereunder.
Section 9.07. No-Arbitrage Covenant. The City shall certify, through an authorized
officer, employee or agent, that, based up�on all facts and estimates known or reasonably
expected to be in existence on the date the Certificates are delivered, the City will reasonably
expect that the proceeds of the Certificates will not be used in a manner that would cause the
Certificates to be "arbitrage bonds" within tl.ze meaning of section 148(a) of the Code and the
applicable Regulations thereunder. Moreove,r, the City covenants and agrees that it will make
such use of the proceeds of the Certificate:s, including interest or other investment income
derived from Certificate proceeds, regulate investments of proceeds of the Certificates, and take
such other and further action as may be required so that the Certificates will not be "arbitrage
bonds" within the meaning of section 14$(a) of the Code and the applicable Regulations
promulgated thereunder.
Section 9.08. Arbitra�e Rebate. ThF; City will take all necessary steps to comply with
the requirement that certain amounts earnf;d by the City on the investment of the "gross
proceeds" of the Certificates (within the rrieaning of section 148(fl(6)(B) of the Code), be
rebated to the federal government. Specifically, the City will (i) maintain records regarding the
investment of the gross proceeds of the Certiificates as may be required to calculate the amount
earned on the investment of the gross proce;eds of the Certificates separately from records of
M amounts on deposit in the funds and account;> of the City allocable to other issues of the City or
moneys which do not represent gross procef;ds of any issues of the City, (ii) calculate at such
��x�.
times as are required by applicable Regulations the amount earned from the investment of the
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gross proceeds of the Certificates which is required to be rebated to the federal government, and
(iii) pay, not less often than every fifth annivexsary date of the delivery of the Certificates or on
such other dates as may be permitted under applicable Regulations, all amounts required to be
rebated to the federal government. Further, the City will not indirectly pay any amount
otherwise payable to the federal government pursuant to the foregoing requirements to any
person other than the federal government by entering into any investment arrangement with
respect to the gross proceeds of the Certificates that might result in a reduction in the amount
required to be paid to the federal governmen.t because such arrangement results in a smaller
profit or a larger loss than would have resultect if the arrangement had been at arm's length and
had the yield on the issue not been relevant to e:ither party.
Section 9.09. Information Reporting. The City covenants and agrees to file or cause to
be filed with the Secretary of the Treasury, n��t later than the 15th day of the second calendar
month after the close of the calendar quarter irn which the Certificates are issued, an information
statement concerning the Certificates, all under and in accordance with section 149(e) of the
Code and the applicable Regulations proinulgat:ed thereunder.
Section 9.10. Continuing Obli ation. Notwithstanding any other provision of' this
Ordinance, the City's obligations under the cavenants and provisions of Sections 9.03 through
9.09, inclusive, shall survive the defeasance anci discharge of the Certificates.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby
declared to be an Event of Default:
(i) the failure to make payrnent of the principal of, redemption
premium, if any, or interest on any of tlne Certificates when the same becomes due
and payable; or
(ii) default in the performarice or observance of any other covenant,
agreement, or obligation of the City, which default materially and adversely
affects the rights of the Owners, 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 sixty (60) days after notice of such default is given by any
Owner to the City.
Section 10.02. Remedies for Default.
(a) Upon the happening o1� any Event of Default, then any Owner 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 Owners
under this Ordinance by mandamus or other s�.it, action or special proceeding in equity or at law
k��'� in any court of competent jurisdiction for any relief permitted by law, including the specific
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performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any rigYit of the Owners hereunder or any combination of
such remedies.
(b) It is provided that all surh proceedings shall be instituted and maintained
for the equal benefit of all Owners of Certificates then outstanding.
Section 10.03. Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereundler or under the Certificates or now or hereafter
existing at law or in equity; provided, however•, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as
a remedy under this Ordinance.
(b) The exercise 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. The Certificates may be defeased, refunded and discharged in
any manner permitted by applicable law.
ARTI�CLE XII
CONTINUING DISCLrJSURE UNDERTAKING
Section 12.01. Annual Reports.
(a) The City shall provide annually to each NRMSIR and to any SID, within
six (6) months after the end of each fiscal year, financial information and operating data with
respect to the City of the general type included in the final Official Statement, being the
information described in Exhibit A hereto. Any financial statements so to be provided shall be
(i) prepared in accordance with the accounting; principles described in Exhibit A hereto, and (ii)
audited, if the City commissions an audit of such statements and the audit is completed within
the period during which they must be provided. If the audit of such financial statements is not
complete within such period, then the City sh�ll provide notice that audited financial statements
are not available and shall provide unaudited financial statements for the applicable fiscal year to
each NRMSIR and any SID. The City sh�ll provide audited financial statements for the
applicable fiscal year to each NRMSIR and to any SID. Thereafter, when and if audited
financial statements become available, the City shall provide such audited financial statements as
required to each NRMSIR and to any SID.
(b) If the City changes its fiscal year, it will notify each NRMSIR and any
� SID of the change (and of the date of the new -fiscal year end) prior to the next date by which the
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City otherwise would be required to provide financial information and operating data pursuant to
this Section.
(c) The financial information and operating data to be provided pursuant to
this Section may be set forth in full in one or more documents or may be included by specific
reference to any document (including an official statement or other offering document, if it is
available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or
filed with the SEC.
Section 12.02. Material Event Notices.
(a) The City shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any of the following events with respect to the Certificates, if such event is
material within the meaning of the federal securities laws:
(i) principal and interest payment delinquencies;
(ii) nonpayrrient related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) substitution of credit or liquidity providers, or their failure to
perform;
(vi) adverse tax opinions or events affecting the tax exempt status of
the Certificates;
(vii) modifications to rights oi�Owners;
(viii) redemption calls;
(ix) defeasances;
(x) release, substitution, or �,ale of property securing repayment of the
Certificates; and
(xi) rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any failure by the City to ��rovide financial information or operating data in
accordance with Section 12.01 of this Ordinanc;e by the time required by such Section.
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Section 12.03. Limitations. Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified
"�'�" in this Article for so long as, but only for so long as, the City remains an "obligated person"with
respect to the Certificates within the meaning of the Rule, except that the City in any event will
give notice of any deposit made in accordance with Article XI that causes Certificates to no
longer be outstanding.
(b) The provisions of this A.rticle are for the sole benefit of the Owners and
beneficial owners of the Certificates, and nothing in this Article, express or implied, shall give
any benefit or any legal or equitable right, rem��dy, or claim hereunder to any other person. The
City undertakes to provide only the financial anformation, operating data, financial statements,
and notices which it has expressly agreed to provide pursuant to this Article and does not hereby
undertake to provide any other information t:hat may be relevant or material to a complete
presentation of the City's financial results, con�iition, or prospects or hereby undertake to update
any information provided in accordance witti this Article or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Certificates at any future date.
UNDER NO CIRCUMSTANCES SH�LL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, 1N
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENAN'T SPECIFIED Dv THIS ARTICLE, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(c) No default by the City in observing or performing its obligations under
this Article shall constitute a breach of or default under the Ordinance for purposes of any other
provisions of this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or
otherwise limit the duties of the City under fede;ral and state securities laws.
(e) The provisions of this A,rticle may be amended by the City from time to
time to adapt to changed circumstances that arise from a change in legal requirements, a change
in law, or a change in the identity, nature, status, or type of operations of the City, but only if(i)
the provisions of this Article, as so amended, would have permitted an underwriter to purchase
or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking
into account any amendments or interpretatioris of the Rule to the date of such amendment, as
well as such changed circumstances, and (ii) �ither (A) the Owners of a majority in aggregate
principal amount (or any greater amount requia-ed by any other provisions of this Ordinance that
authorizes such an amendment) of the outstanding Certificates consent to such amendment or(B)
an entity or individual person that is unaffilia�ted with the City (such as nationally recognized
bond counsel) determines that such amendment will not materially impair the interests of the
Owners and beneficial owners of the Certificates. If the City so amends the provisions of this
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Article, it shall include with any amended financial information or operating data next provided
in accordance with Section 12.01 an explariation, in narrative form, of the reasons for the
amendment and of the impact of any change in type of financial information or operating data so
' ' provided.
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,�=_
APPROVED AND ADOPTED this January 7, 2003.
�_ , ���
Mayor, City of Grapevine, Texas
ATTEST:
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City Se retary, City of evine, Texas ��� �x�� ��t
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APPROVED AS TO FORM: �� , �{a����
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City Attorney, City of Crfapevine, Texas
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Signature Page to Certificate Ordinance
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EXHIBIT_f�_._ TO �1�°=�.
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EX�3:IBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operatitig data with respect to the City to be provided
annually in accordance with such Section are a;� specified (and included in the Appendix or other
headings of the Official Statement referred to)below:
1. The portions of the financial statements of the City appended to the Official
Statement as Appendix B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth under Tables 1 through 6 and 8 through 15.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.
:��
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MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF A ORDINANCE
ry STATE OF TEXAS §
COUNTIES OF TARRANT §
CIT'Y OF GRAPEVINE §
On the 7th day of January, 2003, the City Council of the City of Grapevine, Texas,
convened in a regular meeting at the regular meeting place thereof, the meeting being open to the
public and notice of said meeting, giving the date, place and subject thereof, having been posted
as prescribed by Chapter 551, Texas Governm�nt Code, as amended; and the roll was called of
the duly constituted officers and members of the City Council, which officers and members are
as follows:
William D. Tate, Mayor C. Shane Wilbanks )
Ted R. Ware, Mayor Pro Tem Sharron Spencer ) Members of
Clydene Jo]uison ) the Council
Darlene Fre:ed )
, Roy Stewart )
and all of said persons were present except [�.f3Au t<+�, thus constituting a quorum.
Whereupon, among other business, a writteri ordinance bearing the following caption was
introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF
GRAPEVINE, TEXAS COMBIlVATION TAX AND REVENUE
CERTIFICATES OF OBLIGATION, SERIES 2003, IN THE AGGREGATE
PRINCIPAL AMOUNT OF $3,175,000; LEVYING A TAX IN PAYMENT
THEREOF; PRESCRIBING THE FORM OF SAID CERTIFICATES;
APPROVING THE OFFICIAL STA'TEMENT; APPROVING EXECUTION
AND DELIVERY OF A PURCHASE AGREEMENT; ENACTING OTHER
PROVISIONS RELATING THERETO; AND DECLARING AN EMERGENCY
The Ordinance, a full, true and correct copy of which is attached hereto, was read and
reviewed by the City Council.
Thereupon, it was duly moved and seronded that the Ordinance be finally passed and
adopted.
The Presiding Officer put the motion tc� a vote of the members of the City Council, and
the Ordinance was finally passed and adopted by the following vote:
AYES: �
NAYS: �
ABSTENTIONS: Q
x»...a
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��
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to
��" correctly reflect the duly constituted officers and members of the City Council of said City, and
the attached and following copy of said Ordinance is hereby certified to be a true and correct
copy of an official copy thereof on file among the official records of the City, all on this the 7th
day of January, 2003.
City Se retary, City o apevine, Texas
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Signature Page for Minutes and Certification of Ordinance
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