HomeMy WebLinkAboutORD 2002-025 ��.,.:�
NOTE ORDINANCE NO. 2002 -25
relating to
$2,160,000
� CITY OF GRAPEVINE, TEXAS
TAX NOTES, SERIES 2002
Adopted: March 19, 2002
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TABLE OF CONTENTS
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Recitals................................:............................................................................................................l
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01. Definitions................................................................................................................1
Section1.02. Findings....................................................................................................................3
Section 1.03. Table of Contents, Titles and Headings...................................................................3
Section1.04. Interpretation...........................................................................................................3
ARTICLE II
SECURITY FOR THE NOTES; INTEREST AND SINKING FUND
Section2.01. Tax Levy..................................................................................................................4
Section 2.02. Interest and Sinking Fund........................................................................................4
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
� REGARDING THE NOTES
Section3.01. Authorization............................................................................................................5
Section 3.02. Date, Denomination, Maturities and Interest...........................................................5
Section 3.03. Medium, Method and Place of Payment..................................................................6
Section 3.04. Execution and Registration of Notes........................................................................7
Section3.05. Ownership................................................................................................................7
Section 3.06. Registration, Transfer and Exchange.......................................................................8
Section3.07. Cancellation..............................................................................................................8
Section 3.08. Temporary Notes......................................................................................................9
Section 3.09. Replacement Notes...................................e...............................................................9
Section 3.10. Book-Entry Only System.......................................................................................10
Section 3.1 l. Successor Securities Depository; Transfer Outside Book-Entry Only System .....11
Section 3.12. Payments to Cede& Co.........................................................................................11
ARTICLE IV
NO REDEMPTION OF NOTES BEFORE MATURITY
Section 4.01. Limitation on Redemption.....................................................................................12
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ARTICLE V .
PAYING AGENT/REGISTRAR
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Section 5.01. Appointment of Initial Paying Agent/Registrar.....................................................12
Section5.02. Qualifications.........................................................................................................12
Section 5.03. Maintaining Paying AgentlRegistrar......................................................................12
Section5.04. Termination............................................................................................................12
Section 5.05. Notice of Change to Owners..................................................................................12
Section 5.06. Agreement to Perform Duties and Functions.........................................................13
Section 5.07. Delivery of Records to Successor..........................................................................13
ARTICLE VI
FORM OF THE NOTES
Section6.01. Fo�n Generally......................................................................................................13
Section6.02. Form of the Notes...................................................................................................13
Section6.03. CUSIP Registration................................................................................................18
Section6.04. Legal Opinion.................................................................................................... 18
Section 6.05. Statement of Insurance...........................................................................................18
ARTICLE VII
SALE AND DELIVERY OF NOTES, DEPOSIT OF PROCEEDS
Section 7.01. Sale of Notes, Official Statement...........................................................................18
Section 7.02. Control and Delivery of Notes...............................................................................19
Section 7.03. Deposit of Proceeds................................................................................................19
ARTICLE VIII
INVESTMENTS
Section8.01. Investments ............................................................................................................20
Section 8.02. Investment Income...................................�.............................................................20
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Notes.............................................................................................20
Section 9.02. Other Representations and Covenants ...................................................................20
Section 9.03. Provisions Concerning Federal Income Tax Exclusion.........................................21
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Section 9.04. No Private Use or Payment and No Private Loan Financing.................................21
Section 9.05. No Federal Guaranty..............................................................................................
Section 9.06. Notes are not Hedge Bonds....................................................................................21
�� Section 9.07. No-Arbitrage Covenant..........................................................................................22
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Section 9.08. Arbitrage Rebate....................................................................................................22
: Section 9.09. Information Reporting............................................................................................22
Section 9.10. Continuing Obligation............................................................................................23
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01.Events of Default....................................................................................................23
Section 10.02.Remedies for Default.............................................................................................23
Section 10.03.Remedies Not Exclusive........................................................................................23
ARTICLE XI
DISCHARGE
Section11.01.Discharge................................................................................................................24
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section12A1.Annual Reports.......................................................................................................24
. Section 12.02.Material Event Notices...........................................................................................24
Section 12.03.Limitations, Disclaimers and Amendments...........................................................25
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Exhibit A- Description of Annual Disclosure of Financial Information.................................A-1
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AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF CITY
OF GRAPEVINE, TEXAS, TAX NOTES, SERIES 2002, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $2,160,000; LEVYING A TAX IN
�' � PAYMENT THEREOF; AND ENACTING OTHER PROVISIONS RELATING
THERETO
WHEREAS, pursuant to Chapter 1431, Texas Government Code (the "Act"), the
governing body of a municipality is authorized to issue the notes hereinafter authorized (the
"Notes") to pay contractual obligations incurred or to be incurred for the purposes set forth in
Section 3.01 hereof; and
WHEREAS, this governing body (the "City Council") of the City of Grapevine, Texas
(the "City"), hereby finds and determines that it is necessary and in the best interest of the City
and its citizens to issue such Notes for the purposes herein described and that such Notes shall be
payable from and secured by ad valorem taxes levied, within the limits prescribed by law, on all
taxable property within the City; and
WHEREAS, it is affirmatively found that this City Council is authorized to proceed with
the issuance and sale of such Notes as authorized by the general laws of the State of Texas,
particulazly the Act; and
WHEREAS, the City Council has found and determined that it is necessary and in the
best interest of the City and its citizens that it authorize by this Ordinance the issuance and
delivery of its notes in a single series at this time; and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and the 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:
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 any day other than a Saturday, Sunday or legal holiday or other
day on which banking institutions in the State of Texas are generally authorized or obligated by
law ar executive order to close.
�- A "Closing Date"means the date of the initial delivery of and payment for the Notes.
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"Code" means the Internal Revenue Cflde 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 Columbus, 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" shall mean The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC ParticipanY' shall mean 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 Default" means any event of default as defined in Section 10.01 of this
Ordinance.
"Initial Note"means the Initial Note authorized by Section 3.04(d) 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 on which interest on the Notes is
�- scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
February 15 and August 15, commencing August 15, 2002.
"Letter of Representations" means the Blanket Letter of Representations between the
City and DTC.
"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 information repository within the meaning of the Rule
from time to time.
"Note"means any of the Notes.
"Note Date"means the date designated as the date of the Notes by Section 3.02(a) of this
Ordinance.
"Notes"means the City's notes authorized to be issued by Section 3.01 of this Ordinance
and designated as "City of Grapevine, Texas, Tax Notes, Series 2002."
. "Owner" means the person who is the registered owner of a Note ar Notes, as shown in
the Register.
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"Paying AgentlRegistrar"means initially Bank One,National Association, Austin, Texas,
or any successor thereto as provided in this Ordinance.
�``"' a "Project"means the project described in Section 3.01 of this Ordinance.
"Record Date" means the last Business Day of the month next preceding an Interest
Payment Date.
"Register"means the note register specified in Section 3.06(a) of this Ordinance.
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC"means the United States Securities and Exchange Commission.
"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 from time to time.
"Special Record Date"means the Special Record Date prescribed by Section 3.03(b).
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of principal of, redemption premium, if any, or interest on the Notes as the same come
due and payable or money set aside for the payment of Notes duly called for redemption prior to
maturity.
_ .,F "Underwriters" mean RBC Dain Rauscher Inc. and SWS Securities, as underwriters of
the Notes pursuant to that certain Note Purchase Agreement approved in Section 7.01 hereof.
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,Titles and Headings.
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 any of the terms or provisions hereof and 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) If 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.
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(b) Ordinance and all the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein.
ARTICLE II
SECURITY FOR THE NOTES; INTEREST AND SINKING FUND
Section 2.01. Tax Levy.
(a) Pursuant to the authority granted by the Texas Constitution and the laws of the
State of Texas, there shall be levied and there is hereby levied for the current year and for each
succeeding year hereafter while any of the Notes or any interest thereon is outstanding and
unpaid, an ad valorem tax on each one hundred dollars' valuation of taxable property within the
City, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements
of the Notes, being (i) the interest on the Notes, and (ii) a sinking fund for t�eir redemption at
maturity or a sinking fund of 2% per annum (whichever amount is 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, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and
committed irrevocably to the payment of the principal of and interest on the Notes when and as
due and payable in accordance with their tertns and this Ordinance.
(d) To the extent the City has available funds which may be lawfully used to pay debt
service on the Notes and such funds are on deposit in the Interest and Sinking Fund in advance of
the time when the City Council of the City is scheduled to set a tax rate for any year, then such
tax rate which would otherwise be required to be established pursuant to subsection (a) of this
Section may be reduced to the extent and by the amount of such funds in the Interest and Sinking
Fund.
(e) If the lien and provisions of this Ordinance shall be released in a manner
permitted by Article XI hereof, then the collection 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 Notes, there shall be subtracted the amount of any
Notes that have been duly called for redemption and for which money has been deposited with
the Paying AgentlRegistrar for such redemption.
Section 2.02. Interest and Sinking Fund.
(a) The City hereby establishes a special fund or account, to be designated the "City
of Grapevine, Texas, Tax Notes, Series 2002, Interest 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.
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(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 Notes when and as due and payable in accordance with their terms and this Ordinance.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE NOTES
Section 3.01. Authorization. The City's Notes to be designated "City of Grapevine,
Texas, Tax Notes, Series 2002," are hereby authorized to be issued and delivered in accordance
with Chapter 1431, Texas Government Code, as amended, and Section 9.26 of the City's Home-
Rule Charter. The Notes shall be issued in the aggregate principal amount of$2,160,000, for the
purpose of providing funds to pay the costs of issuing the Notes and for the following permanent
public improvements: (i) construct, improve and renovate bridges, restroom facilities and a
maintenance facility, landscape and acquire signage for the City's municipal golf course;
(ii) acquire police vehicles and equipment, fire department vehicles and equipment, parks
department and golf course maintenance equipment, administrative services department
equipment, public works vehicles and equipment, utility department vehicles and equipment and
municipal courts equipment; and(iii)pay costs of issuance related to the Notes (the"Project").
Section 3.02. Date, Denomination,Maturities and Interest.
(a) The Notes shall be dated March 15, 2002. The Notes shall be in fully registered
form, without coupons, in the denomination of$5,000 or any integral multiple thereof, and shall
be numbered separately from one upward, except the Initial Note, which shall be numbered T-1.
(b) The Notes shall mature on August 15 in the years and in the principal amounts set
forth in the following schedule:
Years Principal Amount Interest Rates
2003 $330,000 3.00°/a
2004 340,000 3.00%
2005 350,000 3.50%
2006 365,000 4.00%
2007 3 80,000 4.00%
2008 395,000 4.25%
(c) Interest shall accrue and be paid on each Note respectively until its maturiiy or
prior redemption, from the later of the Note Date or the most recent Interest Payment Date to
which interest has been paid 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
N semiannually commencing on August 15, 2002, and on each February 15 and August 15
thereafter until maturity or prior redemption. Interest on the Notes shall be calculated on the
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, basis of a 360-day year composed of twelve 30 day months.
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Section 3.03. Medium, Method and Place of Pavment.
(a) The principal of, premium, if any, and interest on the Notes shall be paid in lawful
E� � money of the United States of America.
(b) Interest on the Notes 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 Interest 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 from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (the "Special Payment Date,"which shall be 15 days after the Special Record Date) shall
be sent at least five Business Days prior to the Special Record Date by United States mail, first
class, postage prepaid, to the address of each Owner of a Note 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 Agent/Registrar to each Owner, first class United States mail,
postage prepaid, to the address of each Owner as it appears in the Register, or by such other
customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner;
provided, however,the Owner shall bear all risk and expense of such other banking arrangement.
(d) The principal of each Note shall be paid to the Owner thereof on the due date
(whether at the maturity date or the date of prior redemption thereo fl upon presentation and
surrender of such Note at the Designated Payment/Transfer Office of the Paying
" Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Notes 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 axe 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 interest shall be due by reason of nonpayment on the
date on which such payment 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 Agent/Registrar, for the account of the Owners of the Notes to
which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Properiy Code, any
Unclaimed Payments remaining unclaimed 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 Notes thereafter coming due and, to the extent any such money remains after the retirement
of all outstanding Notes, shall be paid to the City to be used for any lawful purpose. Thereafter,
neither the City, the Paying Agent/Registrar nor any other person shall be liable or responsible to
� any Owners of such Notes for any further payment of such unclaimed moneys ar on account of
any such Notes, subject to Title 6 of the Texas Property Code.
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Section 3.04. Execution and Re�istration of Notes.
(a) The Notes shall be executed on behalf of the City by the Mayor and the City
� � Secretary, by their manual or facsimile signatures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Notes shall have the
same effect as if each of the Notes had been signed manually and in person by each of said
officers, and such facsimile seal on the Notes shall have the same effect as if the official seal of
the City had been manually impressed upon each of the Notes.
(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Notes ceases to be such officer before the authentication of such Notes or before
the delivery thereof, such 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 below, no Note 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 Certificate of Paying Agent/Registrar on all of the Notes. In lieu
of the executed Certificate of Paying Agent/Registrar described above, the Initial Note 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 of Texas, or by his duly authorized agent, which Certificate shall be
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evidence that the Note has been duly approved by the Attorney General of the State of Texas and
that it is a valid and binding obligation of the City, and has been registered by the Comptroller of
Public Accounts of the State of Texas.
(d) On the Closing Date, one initial Note (the "Initial Note") representing the entire
principal amount of all Notes, payable in stated installments to the initial purchaser, or its
designee, manually signed by the Mayar and City Secretary of the City, approved by the
Attorney General, and registered and manually signed by the Comptroller of Public Accounts,
will be delivered to the initial purchaser or its designee. Upon payment for the Initial Note, the
Paying Agent/Registrar shall cancel the Initial Note and deliver to DTC on behalf of the
Purchaser one registered definitive Note far each year of maturity of the Notes in the aggregate
principal amount of all Notes 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 Note is registered as the absolute owner of such Note far the purpose of making
and receiving payment of the principal thereof and redemption premium, if any, thereon, for the
further purpose of making and receiving payment of the interest thereon, and for all other
purposes (except interest will be paid to the person in whose name such Note is registered on the
Record Date or Special Record Date, as applicable), whether or not such Note is overdue, and
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neither the City nor the Paying AgentlRegistrar shall be bound by any notice or knowledge to the
contrary.
��""' (b) All payments made to the Owner of a Note shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Note to the extent of
the sums paid.
Section 3.06. Registration Transfer and Exchan�e.
(a) So long as any Notes remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Notes in accordance with this Ordinance.
(b) The ownership of a Note may be transferred only upon the presentation and
surrender of the Note at 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 Note shall
be effective until entered in the Register.
(c) The Notes shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer Office for a Note or Notes of the same maturity and interest
rate and in any denomination or denominations of any integral multiple of $5,000 and in an
aggregate principal amount equal to the unpaid principal amount of the Notes presented for
exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Notes
exchanged for other Notes in accordance with this Section.
(d) Each exchange Note 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 security of this Ordinance to the same extent as the Note or Notes in lieu of
which such exchange Note is delivered.
(e) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different denomination of any of the Notes. 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 Note.
(fl Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Note called for redemption, in whole or in part, within 45 calendar
days prior to the date fixed for redemption; provided, however, such limitation shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Note.
Section 3.07. Cancellation.
All Notes paid or redeemed before scheduled maturity in accordance with this Ordinance,
`� ` and all Notes in lieu of which exchange Notes or replacement Notes are authenticated and
delivered in accordance with this Ordinance, shall be cancelled and proper records shall be made
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� regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar
shall dispose of cancelled Notes in accordance with the Securities Exchange Act of 1934.
��°�`� Section 3.08. Tempora Notes.
(a) Following the delivery and registration of the Initial Note and pending the
preparation of definitive Notes, the proper officers of the City may execute and, upon the City's
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Notes
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the. definitive Notes 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 Notes may determine, as
evidenced by their signing of such temporary Notes.
(b) Until exchanged for Notes in definitive form, such Notes 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 Notes in definitive form; thereupon, upon the presentation and
surrender of the Notes in temporary form to the Paying Agent/Registrar, the Paying
Agent/Registrar shall cancel the Notes in temporary form and shall authenticate and deliver in
exchange therefor Notes of the same maturity and series, in definitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Notes in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
Section 3.09. Replacement Notes.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Note, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Note of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Note to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
(b) In the event that any Note is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Note has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number
not contemporaneously outstanding,provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Note;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
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{iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any ta�c or
��
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Note, a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for payment such
original Note, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Note from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or 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 Note has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Note, may pay such Note if it has become due and
payable or may pay such Note when it becomes due and payable.
(e) Each replacement Note delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benef ts and
, security of this Ordinance to the same extent as the Note or Notes in lieu of which such
replacement Note is delivered.
"� =3 Section 3.10. Book-Entry Onl�ystem.
(a) The definitive Notes shall be initially issued in the form of a separate typewritten
fully registered Note for each of the maturities thereof. Upon initial issuance, the ownership of
such Notes shall be registered in the name of Cede& Co., as nominee of DTC, and except as
provided in Section 3.11 hereof, all of the outstanding Notes shall be registered in the name of
Cede& Co., as nominee of DTC.
(b) With respect to Notes registered in the name of Cede& Co., as nominee of DTC,
the City and the Paying AgentlRegistrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Notes. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar 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 Notes, (ii) the delivery to any DTC Participant or any other person, other than a Noteholder,
as shown on the Register, of any notice with respect to the Notes, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than a
Noteholder, as shown in the Register of any amount with respect to principal of, premium, if any,
or interest on the Notes. Notwithstanding any other provision of this Ordinance to the contrary,
.�;. M the City and the Paying Agent/Registrar shall be entitled to treat and consider the person in
whose name each Note is registered in the Register as the absolute owner of such Note for the
�,,, purpose of payment of principal of, premium, if any, and interest on the Notes, for the purpose of
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�; , all matters with respect to such Note, for the purpose of registering transfer with respect to such
Note, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal
�,.�
of, premium, if any, and interest on the Notes only to or upon the order of the respective owners,
as shown in the 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
Notes to the extent of the sum or sums so paid. No person other than an owner, as shown in the
Register, shall receive a Note 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 place of Cede & Co., the word "Cede & Co." in this Ordinance shall refer to such
new nominee of DTC.
(c) The Letter of Representations previously executed and delivered by the City, and
applicable to the City's obligations delivered in book-entry-only form to DTC as securities
depository, is hereby ratified and approved for the Bonds.
Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry On1X
System.
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Letter of Representations of the
� � City to DTC, and that it is in the best interest of the beneficial owners of the Notes that they be
able to obtain certificated Notes, or in the event DTC discontinues the services described herein,
� ;� the Issuer or the Paying Agent/Registrax 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 DTC Participants of the appointment of such successor securities
depository and transfer one or more separate Notes to such successor securities depository or (ii)
notify DTC and DTC Participants of the availability through DTC of Notes and transfer one or
more separate Notes to DTC Participants having Notes credited to their DTC accounts. In such
event, the Notes shall no longer be restricted to being registered in the Register in the name of
Cede& Co., as nominee of DTC, but may be registered in the name of the successor securities
depository, or its nominee, or in whatever name or names Owners transferring or exchanging
Notes shall designate, in accordance with the provisions of this Ordinance.
Section 3.12. Payments to Cede& Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Notes 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 Notes, and all notices with respect to such
Notes, shall be made and given, respectively, in the manner provided in the Letter of
Representations.
�.,:.4
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. ARTiCLE IV
�:.,�
NO REDEMPTION OF NOTES BEFORE MATURITY
Section 4.01. Limitation on Redemption.
The Notes shall be not be subject to redemption before scheduled maturity.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Pavin�A�ent/Re�istrar.
Bank One, National Association, Austin, Texas, is hereby appointed as the initial Paying
Agent/Registrar for the Notes.
Section 5.02. 4ualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized
under the laws of the State of Texas, ar any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent and registrar for the Notes.
' Section 5.03. Maintaining.Pa�g A eg nt/Re i� strar.
#_ � (a) At all times while any Notes are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified 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 shall be attested by the City Secretary of the City.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement.
Section 5.04. Termination.
The City, upon not less than 60 days notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
Section 5.05. Notice of Change to Owners.
Promptly upon each change in the entity 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 in the Register, stating the effective date of the change and the name and
� -= mailing address of the replacement Paying Agent/Registrar.
�:-�
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Section 5.06. Agreement to Perform Duties and Functions.
�.;.�
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/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.
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 Register (or a copy thereo fl and all other pertinent
books and records relating to the Notes to the successor Paying Agent/Registrar.
ARTICLE V I
FORM OF THE NOTES
Section 6.01. Form Generallv.
(a) The Notes, 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 Notes, (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
�:t..�
identification (including 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, may be determined by the City or by the officers executing such Notes, as evidenced
by their execution thereof.
(b) Any portion of the text of any Notes may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Notes.
(c) The definitive Notes shall be typewritten, 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 Notes, as evidenced by their execution thereof.
(d) The Initial Note submitted to the Attorney General of the State of Texas may be
typewritten and photocopied ar otherwise reproduced.
Section 6.02. Form of the Notes.
The form of the Note, 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 Notes, shall be substantially as
follows:
�
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(a) Form of Note.
�:..�
REGISTERED REGISTERED
No. $
United States of America
State of Texas
County of Tarrant
CITY OF GRAPEVINE, TEXAS
TAX NOTES
SERIES 2002
iNTEREST RATE: MATURITY DATE: NOTE DATE: CUSIP NUMBER:
, March 15,2002 _
The City of Grapevine, Texas (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
utiless this Note shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from
the later of the Note 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, commencing August 15, 2002.
The principal of this Note shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Note at the
designated office in Columbus, Ohio, of Bank One, National Association, as Paying
Agent/Registrar (the "Designated Payment/Transfer Office"), or, with respect to a successor
paying agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on
this Note is payable by check 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 Agent/Registrar or by such other customary banking arrangement acceptable
� ,£
to the Paying Agent/Registrar and the registered owner; provided, however, such registered
owner shall bear all risk and expense of such other banking arrangement. For the purpose of the
� .�
payment of interest on this Note, the registered owner shall be the person in whose name this
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Note is registered at the close of business on the "Record Date," which shall be the fifteenth 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 far 30 days thereafter, a new record
"�"'°� date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (the "Special Payment Date" which date shall be 15 days after the Special Record Date)
shall be sent at least five Business Days prior to the Special Record Date by United States mail,
first class, postage prepaid, to the address of each registered owner of a Note appearing on the
books of the Paying Agent/Registrar at the close of business on the last Business Day preceding
the date of mailing of such notice.
If the date for the payment of the principal of or interest on this Note 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
payment was due and no additional interest shall be due by reason of nonpayment on the date on
which such payment is otherwise stated to be due and payable.
This Note is one of a series of fully registered Notes specified in the title hereof issued in
the aggregate principal amount of$2,160,000 (herein referred to as the "Notes"), issued pursuant
to a certain ordinance of the City (the "Ordinance") for the purpose of providing funds to make
� ,� certain permanent public improvements within the City, and to pay the costs of issuing the
Notes.
This Note is not subject to redemption prior to its Maturity Date.
As provided in the Ordinance, and subject to certain limitations therein set forth, this
Note is transferable upon surrender of this Note for transfer at the Designated Paymenf/Transfer
Office with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar�, thereupon, one or more new fully registered Notes of the same stated maturity,
of authorized denominations, bearing the same rate of interest, and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Note called for redemption 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 Note.
The City,the Paying AgentlRegistrar, and any other person may treat the person in whose
name this Note 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 Note is registered on the
� Recard Date or Special Record Date, as applicable) and for all other purposes, whether or not
this Note be overdue, and neither the City nor the Paying Agent/Registrar shall be affected by
� ,, notice to the contrary.
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IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Note and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
t to be done precedent to and in the issuance of the Notes have been properly done and performed
and have happened in regular and due time, form and manner, as required by law; and that ad
valorem ta�ces upon all taxable property in the City have been levied for and pledged to the
payment of the debt service requirements of the Notes, within the limit prescribed by iaw.
IN WITNESS WHEREOF, the City has caused this Note to be executed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile
signature of the City Secretary of the City, and the official seal of the City has been duly
impressed or placed in facsimile on this Note.
City Secretary, Mayor,
City of Grapevine, Texas City of Grapevine, Texas
[SEAL]
(b) Form of Comptroller's Registration Certificate.
The following Comptroller's Registration Certificate may be deleted from tlie definitive
„ , Notes if such certificate on the Initial Note 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 of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Note 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 Note has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
Comptroller of Public Accounts
of the State of Texas
[SEAL]
� ..
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(c) Form of Certificate of Paying Agent/Registrar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Note
� if the executed Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying AgentlRegistrar show that the Initial Note of this series of
notes was approved by the Attorney General 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 Notes referred to
in the within-mentioned Ordinance.
BANK ONE,NATIONAL ASSOCIATION
Austin, Texas, as Paying Agent/Registrar
Dated: By:
Authorized Signatory
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
µ (print or typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within Note and all rights
hereunder and hereby irrevocably constitutes and appoints attorney to
transfer the within Note on the books kept for registration hereof, with full power of substitution
in the premises.
Dated:
NOTICE: The signature on this Assignment must
Signature Guaranteed By: correspond with the name of the registered owner
as it appears on the face of the within Note in
every particular and must be guaranteed in a
manner acceptable to the Paying Agent/Registrar.
Authorized Signatory
F, (e) The Initial Note shall be in the form set forth in paragraphs (a) through (d) of this
Section, except for the following alterations:
� ...
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(i) immediately under the name of the Note, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below" and the words "CUSIP NUMBER:" shall be deleted;
(ii) in the first paragraph of the Note, the words "on the Maturity Date
specified above" shall be deleted and the following will be inserted: "on August 15 in
each of the years, in the principal installments and bearing interest at the per annum rates
in accordance with the following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from schedule
in Section 3.02 of this Ordinance)
(iii) the Initial Note shall be numbered T-1.
Section 6.03. CUSIP Re�istration.
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 Notes. It is expressly provided, however, that the presence or absence
of CUSIP numbers on the Notes shall be of no significance or effect as regards the legality
thereof and neither the City nor the attorneys approving said Notes as to legality are to be held
° responsible for CUSIP numbers incorrectly printed on the Notes.
��-= Section 6.04. Legal 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 Note over the certification of the City Secretary of the
City, which may be executed in facsimile.
Section 6.05. Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, to be issued for the
Notes may be printed on or attached to each Note.
ARTICLE VII
SALE AND DELIVERY OF NOTES, DEPOSIT OF PROCEEDS
Section 7.01. Sale of Notes. Official Statement.
(a) The Notes are hereby officially sold and awarded and shall be delivered to the
Underwriters, in accordance with the terms and provisions of that certain Bond Purchase
Agreement relating to the Bonds between the City and the Underwriters and dated the date of the
,�, -� passage of this Ordinance. The form and content of such Note Purchase Agreement are hereby
approved, and the Mayor is hereby authorized and directed to execute and deliver, and the City
�4..� Secretary is hereby authorized and directed to attest, such Note Purchase Agreement. It is
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hereby officially found, determined and declared that the terms of this sale are the most
advantageous reasonably obtainable. The Notes shall initially be registered in the name of RBC
Dain Rauscher Inc. (the"Representative") or its designee.
(b) The form and substance of the Preliminary Official Statement for the Notes and
any addenda, supplement or amendment thereto (the "Preliminary Official Statement"), and the
final Official Statement (the "Official Statement") presented to and considered at this meeting,
are hereby in all respects approved and adopted, and the Preliminary Official Statement is hereby
deemed final as of its date (except for the omission of pricing and related information) within the
meaning and for the purposes of paragraph(b)(1) of Rule 15c2-12 under the Securities Exchange
Act of 1934, as amended. The Mayor of the City is hereby authorized and directed to execute
the Official Statement and deliver appropriate numbers of copies thereof to the Underwriters.
The Official Statement as thus approved, executed and delivered, with such appropriate
variations as shall be approved by the Mayor of the City and the Undervvriters, may be used by
the Underwriters in the public offering of the Notes and the sale thereof. The City Secretary is
hereby authorized and directed to include and maintain a copy of the Official 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 for the Notes and the
preliminary public offering of the Notes by the Underwriters are hereby ratified, approved and
conf'irmed.
(c) All officers of the City are authorized to execute such documents, certificates and
- • receipts, and to make such elections with respect to the ta�c-exempt status of Notes, as they may
deem appropriate in order to consummate the delivery of the Notes in accordance with the
�« � provisions and terms of the sale therefor.
(d) The obligation of the Underwriters to accept delivery of the Notes is subject to the
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 Notes.
(a) The Mayor of the City is hereby authorized to have control of the Initial Note 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 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 Notes
shall be made to the initial purchasers thereof under and subject to the general supervision and
direction of the Mayor, against receipt by the City of all amounts due to the City under the terms
of sale.
Section 7.03. Deposit of Proceeds.
(a) All amounts received on the Closing Date as accrued interest on the Notes from
� ,, the Note Date to the Closing Date shall be deposited to the Interest and Sinking Fund.
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(�) The remaining balance shall be deposited to a special construction fund, and shall
be used to pay the costs of the Project and to pay the costs of issuing the Notes.
```"" ARTICLE V III
1NVESTMENTS
Section 8.01. Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance, at the option
of the City, may be invested in such securities or obligations as permitted under applicable law
as in effect on the date of the investment.
(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 to 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.
(b) Interest and income derived from the investment of funds deposited pursuant to
Section 7.03(b) hereof shall be credited to the fund or account where deposited until 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 REPRESENTATIONS AND COVENANTS
Section 9.01. Pavment of the Notes.
On or before each Interest Payment Date for the Notes and while any of the Notes are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the
Interest and Sinking Fund, money sufficient to pay such interest on and principal of the Notes as
will accrue or mature on the applicable Interest Payment Date, maturity date or date of prior
redemption.
Section 9.02. Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Note; the City will promptly
pay or cause to be paid the principal of and interest on each Note on the dates and at the places
and manner prescribed in such Note; and the City will, at the times and in the manner prescribed
by this Ordinance, deposit or cause to be deposited the amounts of money specified by this
� �� Ordinance.
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(b) The City is duly authorized under the laws of the State of Texas to issue the
Notes; all action on its part for the creation and issuance of the Notes has been duiy and
effectively taken; and the Notes 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�Federal Income Tax Exclusion.
The City intends that the interest on the Notes shall be excludable from gross income for
purposes of federal income taxation pursuant to sections 103 and 141 through 150 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the applicable 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 taken or omitted, respectively, would
cause the interest on the Notes to be includable in the gross income, as defined in section 61 of
the Code, of the holders thereof for purposes of federal income taxation. 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 Sections 9.03 through 9.10, inclusive, if the City has received an opinion of nationally
recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely
affect the exclusion from gross income for federal income tax purposes of interest on the Notes
or if the City has received a Counsel's Opinion to the effect that compliance with some other
requirement set forth in Sections 9.03 through 9.10, inclusive, will satisfy the applicable
requirements of the Code, in which case compliance with such other requirement specified in
. such Counsel'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 Payment and No Private Loan Financin�.
The City shall certify, through an authorized officer, employee or agent, that, based upon
all facts and estimates known or reasonably expected to be in existence on the date the Notes are
delivered, the proceeds of the Notes will not be used in a manner that would cause the Notes to
be "private activity bonds" within the meaning of section 141 of the Code and the Regulations.
The City covenants and agrees that it will make such use of the proceeds of the Notes, including
interest or other investment income derived from Note proceeds, regulate the use of property
financed, directly or indirectly, with such proceeds, and take such other and further action as may
be required so that the Notes will not be "private activity bonds" within the meaning of section
141 of the Code and the Regulations.
Section 9.05. No Federal Guarantv.
The City covenants and agrees not to take any action, ar knowingly omit to take any
action within its control, that, if taken or omitted, respectively, would cause the Notes to be
"federally guaranteed" within the meaning of section 149(b) of the Code and the Regulations,
except as permitted by section 149(b)(3) of the Code and the Regulations.
r Section 9.06. Notes are not Hedge Bonds.
The City covenants and agrees not to take any action, or knowingly omit to take any
� � action, and has not knowingly omitted and will not knowingly omit to take any action, within its
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control, that, if taken or omitted, respectively, would cause the Notes to be "hedge bonds" within
the meaning of section 149(g) of the Code and the Regulations.
'°'""'" Section 9.07. No-Arbitra�e Covenant.
The City shall certify, through an authorized officer, employee or agent, that, based upon
all facts and estimates known or reasonably expected to be in existence on the date the Notes are
delivered, the City will reasonably expect that the proceeds of the Notes will not be used in a
manner that would cause the Notes to be "arbitrage bonds" within the meaning of section 148(a)
of the Code and the Regulations. Moreover, the City covenants and agrees that it will make such
use of the proceeds of the Notes including interest or other investment income derived from Note
proceeds, regulate investments of proceeds of the Notes, and take such other and further action
as may be required so that the Notes will not be "arbitrage bonds" within the meaning of section
148(a) of the Code and the Regulations.
Section 9.08. Arbitrage Rebate.
If the City does not qualify for an exception to the requirements of Section 148(fl of the
Code, the City will take all necessary steps to comply with the requirement that certain amounts
earned by the City on the investment of the "gross proceeds" of the Notes (within the meaning 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 Notes as may be
_ required to calculate the amount earned on the investment of the gross proceeds of the Notes
separately from records of amounts on deposit in the funds and accounts of the City allocable to
other bond issue of the City or moneys which do not represent gross proceeds of any bonds of
� � the City, (ii) calculate at such times as are required by the Regulations, the amount earned from
the investment of the gross proceeds of the Notes which is required to be rebated to the federal
government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the
Notes or on such other dates as may be permitted under the 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 Notes that might result in a reduction in the amount required
to be paid to the federal government because such arrangement results in a smaller profit or a
larger loss than would have resulted if the arrangement had been at arm's length and had the
yield on the issue not been relevant to either party.
Section 9.09. Information Reporting.
The City covenants and agrees to file or cause to be filed with the Secretary of the
Treasury, not later than the 15th day of the second calendar month after the close of the calendar
quarter in which the Notes are issued, an information statement concerning the Notes, all under
and in accordance with section 149(e) of the Code and the Regulations.
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Section 9.10. Continuin O�bl'i ation.
Notwithstanding any other provision of this Ordinance, the City's obligations under the
�'" "" covenants and provisions of Sections 9.03 through 9.09, inclusive, shall survive the defeasance
and discharge of the Notes.
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 payment of the principal of or interest on any of the
Notes when the same becomes due and payable; ar
(ii) default in the performance 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 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 of 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 suit, action or special proceeding in equity or at law, in any
court of competent jurisdiction, for any relief permitted by law, including the specific
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 right of the Owners hereunder or any combination of
such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Notes 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 or remedies, but each and every such remedy sha11 be cumulative and shall be
in addition to every other remedy given hereunder or under the Notes 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 Notes shall not be available as a
` remedy under this Ordinance.
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; �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 Notes may be defeased, discharged or refunded in any manner permitted by
applicable law.
ARTICLE XII
CONTINUING DISCLOSURE 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 ending in or after 2002, 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 shall 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. 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 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 Notes, if such event is material within
the meaning of the federal securities laws:
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(i) principal and interest payment delinquencies;
�,,,�
(ii) nonpayment 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) ad�erse tax opinions or events affecting the tax exempt status of the Notes;
(vii) modifications to rights of Owners;
(viii) bond calls;
(ix) defeasance;
(x) release, substitution, or sale of property securing repayment of the Notes;
and
-f (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 provide financial information or operating data in
accordance with Section 12.02 of this Ordinance by the time required by such Section.
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 Notes 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 Notes no longer to be
Outstanding.
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Notes, and nothing in this Article, express or implied, sha11 give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the fmancial information, 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 that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with 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 Notes at any future date.
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UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY NOTE OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTIN� 1N WHOLE OR 1N PART FROM ANY BREACH BY
�� THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN 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 comprise 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 federal and state securities laws.
(e) The provisions of this Article 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 Notes in the primary offering of the Notes in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
ry changed circumstances, and (ii) either (a) the Owners of a majority in aggregate principal
amount (or any greater amount required by any other provisions of this Ordinance that authorizes
,�..,a� such an amendment) of the Outstanding Notes consent to such amendment or(b) a person that is
unaffiliated with the Ciry (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Owners and beneficial owners of the
Notes. If the City so amends the provisions of this Article, it shall include with any amended
financial information ar operating data next provided in accordance with Section 12.02 an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change
in the type of financial information or operating data so provided.
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FINALLY PASSED, APPROVED AND EFFECTIVE this March 19, 2002.
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Mayor, Ciiy of Grapevine
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City of Grapevine, Texas
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�°- Signature Page for Note Ordinance
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APPROVED AS TO FORM:
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City Attorney, City af Grapevine, Texas
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Signature Page for Note Ordinance
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EXHIBIT A
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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 operating data with respect to the City to be provided
annually in accordance with such Article are as 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 in Tables numbered 1 through 6 and 8
through 15, each inclusive.
Accounting Principles
The accounting principles referred to in such Article 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 AN ORDINANCE
. STATE OF TEXAS §
COUNTIES OF TARRANT §
CITY OF GRAPEVINE §
On the 19th day of March 2002, 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 Government 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 Johnson ) the Council
Darlene Freed )
Roy Stewart )
and all of said persons were present, except the following absentees: — , thus
constituting a quorum. Whereupon, among other business, a written ordinance bearing the
following caption was introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF CITY
� � OF GRAPEVINE, TEXAS, TAX NOTES, SERIES 2002, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $2,160,000; LEVYING A TAX IN
PAYMENT THEREOF; AND ENACTING OTHER PROVISIONS RELATING
THERETO
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 seconded that the Ordinance be finally passed and
adopted.
The Presiding Officer put the motion to a vote of the members of the City Council, and
the Ordinance was finally passed and adopted by the following vote:
AYES: �
NAYS: �
ABSTENTIONS: �
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Dallas Minutes and Certification Pertaining to Passage of an Ordinance-Grapevine T'N 2002
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 19th
day of March, 2002.
City Secre ary, City of evine, Texas
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Signature Page for Certificate of Ordinance for General Obligation Bonds
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