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Home My WebLink AboutORD 1987-061 s ., �,,,* . � ORDINANCE N0. 87�61 $915, 000 CITY OF GRAPEVINE, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS SERIES 1987 �� Adopted: September 15, 1987 � . TABLE OF CONTENTS Page �, - Recitals 1 ARTICLE I - � Definitions and Other Preliminary Matters Section 1 . 01 . Definitions 2 Section 1 . 02 . Findings 3 Section 1 . 03 . Table of Contents, Titles and Headings 3 Section 1 . 04 . Interpretation 3 ARTICLE II Security for the Contractual Obligations; Debt Service Fund Section 2 . 01 . Payment of the Contractual Obligations 4 Section 2 . 02 . Debt Service Fund 5 ARTICLE III Authorization; General Terms and Provisions - Regarding the Contractual Obligations Section 3 . 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 . Control, Execution and Initial Registration 7 Section 3 . 05 . Ownership 8 �=� Section 3 . 06 . Registration, Transfer and Exchange 9 Section 3 . 07 . Cancellation 10 Section 3 . 08 . Temporary Contractual Obligations 10 Section 3 . 09 . Replacement Contractual Obligations 11 Section 3 . 10 . Contractual Obligations Equally and Ratably Secured 12 Section 3 . 11 . Additional Obligations 12 ARTICLE IV Redemption of Contractual Obligations Before Maturity Section 4 . 01 . Limitation on Redemption 12 Section 4 . 02 . Partial Redemption 13 Section 4 . 03 . Notice of Redemption to Owners 13 Section 4 . 04 . Payment Upon Redemption ;, 14 Section 4 . 05 . Effect of Redemption 14 Section 4 . 06 . Lapse of Payment 14 � (i) •;:,.� ARTICLE V Paying Agent/Registrar Section 5 . 01 . Appointment of Initial Paying Agent/Registrar 15 �"""" Section 5 . 02 . Qualifications 15 - Section 5 . 03 . Maintaining Paying Agent/Registrar 15 Section 5 . 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 16 ARTICLE VI . Form of the Contractual Obligations Section 6 . 01 . Form Generally 16 Section 6 . 02 . Form of the Contractual Obligations 17 Section 6 . 03 . CUSIP Registration 23 Section 6 . 04 . Legal Opinion 23 ARTICLE VII Sale and Delivery of Contractual Obligations; Deposit of Proceeds Section 7 . 01 . Sale of Contractual Obligations; Limited Offering Memorandum 23 Section 7 . 02 . Control and Delivery of Contractual Obligations 24 Section 7 . 03 . Approval of Escrow Agreement and �;:... Appointment of Escrow Agent 25 Section 7 . 04 . Deposit of Proceeds 25 +r�� ART I CLE V I I I Investments Section 8 . 01 . Investments 25 Section 8 . 02 . Investment Income 25 ARTICLE IX Particular Representations and Covenants Section 9 . 01 . Payment of the Contractual Obligations 26 Section 9 . 02 . Other Representations and Covenants 26 ARTICLE X Default and Remedies Section 10 . 01 . Events of Default 4 28 Section 10 . 02 . Remedies for Default 28 Section 10 . 03 . Remedies Not Exclusive 29 ( ii) � ARTICLE XI Discharge Section 11 . 01 . Discharge by Payment 29 Section 11 . 02 . Discharge by Deposit 30 ARTICLE XII Miscellaneous Matters :.z,,,� Section 12 . 01 . Emergency 31 EXECUTION 32 ATTACHMENT I Description of Property EXHIBIT A Form of Escrow Agreement � � � ( iii) _..� ORDINANCE NO. 87-61 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF GRAPEVINE, TEXAS, PUBLIC PROPERTY � FINANCE CONTRACTUAL OBLIGATIONS, SERIES ' 1987, IN THE AGGREGATE PRINCIPAL AMOUNT OF $915,000; ENACTING OTHER PROVISIONS RELATING �.� THERETO; AND DECLARING AN EMERGENCY WHEREAS, the Public Property Finance Act, Tex. Loc . Gov' t Code Ann. Ch. 271, Subchapter A (Vernon' s Texas Session Law Service 1987) , as amended (the "Act" ) authorizes, among others , cities to execute, perform, and make payments under contracts with any person for the use, acquisition or purchase of personal property as described in the Act; WHEREAS, the Act permits the governing body of a city to execute contracts in any form deemed appropriate by said governing body in connection with the use, acquisition or purchase of personal property; WHEREAS, the City Council of the City of Grapevine, Texas (the "City" ) has found and deems it necessary, useful and appropriate for its public purposes to acquire or purchase the personal property described in Attachment I to this Ordinance; WHEREAS, the City Council of the City deems it appropriate to adopt this Ordinance and issue the "Contractual Obligations" herein authorized as permitted by the Act; and �: r 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 Vernon' s Texas Revised Civil Statutes Annotated, Article 6252-17, as amended; and now, 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: �'� "City" means the City of Grapevine, Texas . "Closing Date" means the date of the initial delivery of and payment for the Contractual Obligations . "Code" means the Internal Revenue Code of 1986 , as amended, including applicable regulations, published rulings and court decisions thereunder . "Contractual Obligation" means any of the Contractual Obligations .. "Contractual Obligation Date" means the date designated ' as the date of the Contractual Obligations by Section 3 . 02(a) of this Ordinance. "Contractual Obligations" means the contractual obligations authorized to be issued by Section 3 . 01 of this Ordinance and designated as "City of Grapevine, Texas , Public Property Finance Contractual Obligations, Series 1987, " in the +� aggregate principal amount of $915, 000 . "Debt Service Fund" means the debt service fund �""� established by Section 2 . 02 of this Ordinance . "Escrow Agreement" means the Escrow Agreement between the City and First National Bank of Grapevine, as Escrow Agent in substantially the form attached hereto as Exhibit A. "Event of Default" means any event of default as defined in Section 10 . 01 of this Ordinance. "Fiscal Year" means such fiscal year as shall from time to time be set by the City Council . "Initial ,Contractual Obligation" means the initial contractual obligation authorized by Section 3 . 04 of this ' � Ordinance. � ', "Interest Payment Date" means the date or dates upon which interest on the Contractual Obligations is scheduled to be paid until their respective dates of maturity or prior � 0 4 2 3 B -2- .� redemption, such dates being February 1 and August 1 of each year, commencing February 1 , 1988 . "Owner" means the person who is the registered owner of a � Contractual Obligation or Contractual Obligations, as shown in the Register . "Paying Agent/Registrar" means initially Texas American Bank/Fort Worth, N.A. , Fort Worth, Texas, or any successor thereto as provided in this Ordinance. "Property" means the personal property listed in Attachment I to this Ordinance and such substitutions therefor made pursuant to Section 9 . 02 of this Ordinance. "Record Date" means the 15th day of the month next preceding an Interest Payment Date. "Register" means the Register specified in Section 3 . 06(a) of this Ordinance. "Special Payment Date" means that date which is 15 days after the Special Record Date. "Special Record Date" means the new record date for interest payment established in the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter , as described in Section 3 . 03(f) of this Ordinance. �:- n Section 1 . 02 . Findings . 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) 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 �� 0 4 Z 3 B -3- � , , 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 herein. '"�"" ' ARTICLE II ,,:.� SECURITY FOR THE CONTRACTUAL OBLIGATIONS; DEBT SERVICE FUND Section 2 . 01 . Payment of the Contractual Obliqations . (a) Pursuant to the authority granted by the Constitution and laws of the State of Texas , there shall be levied and there is hereby levied for the current year and each succeeding year thereafter while any of the Contractual Obligations 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 on the Contractual Obligations, being ( i) the interest on the Contractual Obligations and ( ii) a sinking fund for their payment at maturity or earlier mandatory redemption 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 Debt Service Fund. (c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required hereby to be deposited to the Debt Service Fund are hereby pledged and committed irrevocably to the payment of the principal of and interest on the Contractual Obligations when and as due and payable in accordance with their terms and this Ordinance. (d) If the liens 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 Debt Service Fund may be suspended or appropriately reduced, as the facts may permit . In determining ', the aggregate principal amount of outstanding Contractual �, Obligations, there shall be subtracted the amount of any ' Contractual •Obligations that have been duly called for � 0 4 2 3 B -4- :.� . . redemption and for which money has been deposited with the Paying Agent/Registrar for such redemption. Section 2 . 02 . Debt Service Fund. �� - (a) The City hereby establishes a special fund or account to be designated the "City of Grapevine, Texas , Public Property Finance Contractual Obligations, Series 1987 , Debt Service 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 Debt Service Fund shall be used solely for the purpose of paying the interest on and principal of the Contractual Obligations when and as due and payable in accordance with their terms and this Ordinance. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CONTRACTUAL OBLIGATIONS Section 3 . 01 . Authorization. The City' s contractual obligations to be designated "City of Grapevine, Texas, Public Property Finance Contractual Obligations , Series 1987" (the "Contractual Obligations" ) , are � � hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas . The Contractual Obligations shall be issued in the aggregate '�°`"�'' principal amount of $915, 000 for the purpose of paying all or a portion of the City' s contractual obligations to be incurred in connection with the acquisition or purchase of personal property for the City. Section 3 . 02 . Date, Denomination, Maturities and Interest . (a) The Contractual Obligations shall be dated September 15, 1987 . The Contractual Obligations shall be issued in fully registered form, without coupons, in the denomination of $5, 000 or any integral multiple thereof and shall be numbered separately from R-1 and upward, except the Initial Contractual Obligation, which shall be numbered T-1 . (b) The Contractual Obligations shall mature on August 1 in the year and in the principal amount set forth in the following schedule: 0 4 2 3 B -5- �rr Year Principal Amount Interest Rate 1988 $120, 000 7 . 00% 1989 125, 000 7 . 00% 1990 135, 000 7 . 00% 1991 120 , 000 7 . 00% '"�""` - 1992 130 , 000 6 . 50% 1993 135,000 6 . 60% 1994 150 , 000 6 . 80% (c) Interest shall accrue and be paid on each Contractual Obligation respectively until its maturity or prior redemption, from the later of the Contractual Obligation 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 semiannually on February 1 and August 1 of each year , commencing on February 1 , 1988 . ' Section 3 . 03 . Medium, Method and Place of Payment . ', (a) The principal of, redemption premium, if any, and , interest on the Contractual Obligations shall be paid in lawful ' money of the United States of America. (b) Interest on the Contractual Obligations shall be payable to the Owners as shown in the Register at the close of business on the Record Date. (c) Interest shall be paid by check, dated as of the � Interest Payment Date, and sent, first class United States mail , postage prepaid, by the Paying Agent/Registrar to each �-� Owner at the address of each as such 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 alternate banking arrangement . (d) The principal of each Contractual Obligation shall be paid to the Owner thereof on the due date, whether at the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Contractual Obligation at the principal corporate trust office of the Paying Agent/ Registrar . (e) If the date for the payment of the principal of or � interest on the Contractual Obligations shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar 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 �� 0 4 2 3 B ' -6- ,� which is not a Saturday, Sunday, a legal holiday, or day on . which banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specif ied in Section �� 3 . 02 . of this Ordinance. _ (f) In the event of a non—payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date" ) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" that 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 Contractual Obligation 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. Section 3 . 04 . Control , Execution and Initial Reqistration. (a) The Contractual Obligations 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 Contractual Obligations shall have the same effect as if each of the Contractual Obligations ��-� had been signed manually and in person by each of said officers, and such facsimile seal on the Contractual Obligations shall have the same effect as if the official seal � of the City had been manually impressed upon each of the Contractual Obligations . (b) In the event that any officer of the City whose manual or facsimile signature appears on the Contractual Obligations ceases to be such officer before the authentication of such Contractual Obligations 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 Contractual Obligation 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 Agent/Registrar . It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying 0 4 2 3 B -7- � Agent/Registrar on all of the Contractual Obligations . In lieu of the executed Certificate of Paying Agent/Registrar describea above, the Initial Contractual Obligation 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 evidence that the Contractual Obligation has been duly approved by the Attorney General of the State of �°�� Texas, 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 Contractual Obligation representing the entire principal amount of all Contractual Obligations, payable in stated installments to the initial purchaser , or its designee, manually signed by the Mayor 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 Contractual ' Obligation, the Paying Agent/Registrar shall cancel the Initial ' Contractual Obligation and deliver registered definitive Contractual Obligations, each definitive Contractual Obligation having a single, specified maturity and interest rate, in integral multiples of $5 , 000 , in accordance with instructions received from the initial purchaser or its designee. It shall be the duty of the initial purchaser or its designee to furnish to the Paying Agent/Registrar , at least five (5) business days prior to the Closing Date, written instructions on forms which „�„ the purchaser or its designee must request of and obtain from, and which shall be provided by, the Paying Agent/Registrar designating the names in which such definitive Contractual � �� Obligations are to be registered, the addresses of the Owners, the respective maturities, interest rates and denominations . If such written instructions are not received within the specified time period, the cancellation of the Initial Contractual Obligation and delivery of definitive Contractual Obligations in exchange therefor may be delayed until such instructions are received. Section 3 . 05 . Ownership. (a) The City, the Paying Agent/Registrar and any other person may treat the person in whose name any Contractual Obligation is registered as the absolute owner of such Contractual Obligation for the purpose of making and receiving � payment of the principal thereof and redemption premium, if i any, thereon, for the further purpose of making and receiving ! payment of the interest thereon (subject to the provisions herein that interest is to be paid to the person in whose name the Contractual Obligation is registered on the Record Date or 0 4 2 3 B -8- �. ;� , , the Special Record Date, as applicable) , and for all other purposes, whether or not such Contractual Obligation 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 Contractual � Obligation shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such Contractual Obligation to the extent of the sums paid. Section 3 . 06 . Reqistration, Transfer and Exchange. (a) So long as any Contractual Obligations remain outstanding, the City shall cause the Paying Agent/Registrar to , keep at its principal corporate trust 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 Contractual Obligations in accordance with this Ordinance. ' (b) The ownership of a Contractual Obligation may be transferred only upon the pr�sentation and surrender of the Contractual Obligation at the principal corporate trust office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/ Registrar . No transfer of any Contractual Obligation shall be effective until entered in the Register . (c) The Contractual Obligations shall be exchangeable upon the presentation and surrender thereof at the principal corporate trust office of the Paying Agent/Registrar for a Contractual Obligation or Contractual Obligations 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 Contractual Obligations presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Contractual Obligations exchanged for other Contractual Obligations in accordance with this Section. (d) Each exchange Contractual Obligation 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 Contractual Obligation or Contractual Obligations in lieu of which such exchange Contractual Obligation 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 Contractual Obligations . The Paying Agent/Registrar, however, may require the Owner to 0 4 2 3 B -9- 4ar�* � i 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 Contractual Obligation. i i (f) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer , or exchange any ^�w` Contractual Obligation or portion thereof called for redemption ' prior to maturity within 30 days prior to the date fixed for � redemption; provided, however, such limitation of transfer . shall not be applicable to an exchange by the Owner of an unredeemed balance of a Contractual Obligation called for redemption in part . Section 3 . 07 . Cancellation. All Contractual Obligations paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Contractual Obligations in lieu of which exchange Contractual Obligations or replacement Contractual Obligations are ' authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper records made � regarding such payment, redemption, exchange or replacement . The Paying Agent/Registrar shall then return such cancelled Contractual , Obligations to the City or may in accordance with law destroy ` I such cancelled Contractual Obligations and periodically furnish ' the City with certificates of destruction of such Contractual ; ' Obligations . ' Section 3 . 08 . Tem orary Contractual Obliqations . (a) Following the delivery and registration of the """�" Initial Contractual Obligation and pending the preparation of definitive Contractual Obligations, the City may execute and, .� .. upon the City' s request, the Paying Agent/Registrar shall ' authenticate and deliver , one or more temporary Contractual Obligations that are printed, lithographed, typewritten, , mimeographed or otherwise produced, in any denomination, _ substantially of the tenor of the definitive Contractual Obligations 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 Contractual Obligations may determine, as evidenced by their signing of such temporary Contractual ' Obligations . , (b) Until exchanged for Contractual Obligations in definitive form, such Contractual Obligations in temporary form ' shall be entitled to the benefit and security of this Ordinance. �i (c) The City, without unreasonable delay, shall � prepare, execute and deliver to the Paying Agent/Registrar , and ' thereupon, upon the presentation and surrender of the 0 4 2 3 B -1�- . . Contractual Obligation or Contractual Obligations in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a Contractual Obligation or Contractual Obligations of the same _ maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Contractual Obligation or Contractual Obligations in temporary form surrendered. Such exchange shall be made ; without the making of any charge therefor to any Owner . i Section 3 . 09 . Replacement Contractual Obliqations . � (a) Upon the presentation and surrender to the Paying . � Agent/Registrar of a mutilated Contractual Obligation, the Paying Agent/Registrar shall authenticate and deliver in � exchange therefor a replacement Contractual Obligation 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 Contractual Obligation 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 Contractual Obligation 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 Contractual Obligation has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Contractual Obligation of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements : ( 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 Contractual Obligation; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar to save the Paying Agent/Registrar and the City harmless; (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 tax 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. 0 4 2 3 B —1 1— ��.:wa� i I 'I I � • I I � I (c) After the delivery of such replacement Contractual Obligation, if a bona fide purchaser of the original , Contractual Obligation in lieu of which such replacement j Contractual Obligation was issued presents for payment such , original Contractual Obligation, the City and the Paying Agent/Registrar shall be entitled to recover such replacement "�'"" Contractual Obligation 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 Contractual Obligation has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Contractual Obligation, may pay such Contractual Obligation. (e) Each replacement Contractual Obligation delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Contractual Obligation or Contractual I Obligations in lieu of which such replacement Contractual ' Obligation is delivered. Section 3 . 10 . Contractual Obliqations Equally and Ratably Secured. �� All Contractual Obligations from time to time authenticated and delivered shall be equally and ratably k � secured by and under this Ordinance and any additional security as to the payment of any Contractual Obligations . Section 3 . 11 . Additional Obliqations . The City reserves the right to issue any obligations authorized by law and such obligations may be payable from the i same source and secured in the same manner as the Contractual Obligations . ARTICLE IV ' REDEMPTION OF CONTRACTUAL OBLIGATIONS BEFORE MATURITY � i E Section 4 . 01 . Limitation on Redemption. � i � ', The Contractual Obligations shall be subject to optional ' redemption in whole or in part before scheduled maturity only � �a 0 4 2 3 B � -12- , . as provided in the Form of Contractual Obligation set forth in Article VI . Section 4 . 02 . Partial Redemption. y, , �- (a) If less than all of the Contractual Obligations are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall i " direct the Paying Agent/Registrar to call by lot the ' Contractual Obligations, or portions thereof within such ` maturity or maturities and in such principal amounts for redemption. i (b) A portion of a single Contractual Obligation 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 Contractual Obligation is to be partially ; redeemed, the Paying Agent/Registrar shall treat each $5, 000 portion of the Contractual Obligation as though it were a single Contractual Obligation for purposes of selection for redemption. (c) Upon surrender of any Contractual Obligation for redemption in part, the Paying Agent/Registrar , in accordance with Section 3 . 06 of this Ordinance, shall authenticate and deliver an exchange Contractual Obligation or Contractual Obligations in an aggregate principal amount equal to the unredeemed portion of the Contractual Obligation so surrendered, such exchange being without charge. (d) The Paying Agent/Registrar shall promptly notify � the City in writing of the principal amount to be redeemed of any Contractual Obligation as to which only a portion thereof is to be redeemed. Section 4 . 03 . Notice of Redemption to Owners . (a) The Paying Agent/Registrar shall give notice of any redemption of Contractual Obligations 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 Contractual Obligation (or part thereof) to be redeemed, at the address shown on the Register . (b) The notice shall state the redemption date, the redemption price, the place at which the Contractual ' Obligations are to be surrendered for payment, and, if less than all the Contractual Obligations outstanding are to be redeemed, an identification of the Contractual Obligations or portions thereof to be redeemed. 0 4 2 �B -13- ��..� i� � � � i , i � i { , . (c) Any notice given as provided in this Section shall ' be conclusively presumed to have been duly given, whether or ; not the Owner receives such notice. � Section 4 . 04 . Payment Upon Redemption. ��- ; (a) Before or on each redemption date, the City shall i deposit with the Paying Agent/Registrar money sufficient to pay ' all amounts due on the redemption date and the Paying Agent/ ; ; Registrar shall make provision for the payment of the Contractual Obligations to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the City and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Contractual Obligations being redeemed. - � (b) Upon presentation and surrender of any Contractual ', Obligation called for redemption at the principal corporate office of the Paying Agent/Registrar on or after the date fixed ' for redemption, the Paying Agent/Registrar shall pay the ' principal of, redemption premium, if any, and accrued interest ' on such Contractual Obligation to the date of redemption from ' the money set aside for such purpose. Section 4 . 05 . Effect of Redemption. � (a) Notice of redemption having been given as provided ' in Section 4 . 03 of this Ordinance, the Contractual Obligations or portions thereof 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 thereof, redemption premium, if any, or accrued � � interest thereon, such Contractual Obligations or portions thereof shall cease to bear interest from and after the date I fixed for redemption, whether or not such Contractual ' Obligations are presented and surrendered for payment on such date. ', (b) If the City shall fail to make provision for ' payment of all sums due on a redemption date, then any ' Contractual Obligation or portion thereof called for redemption shall continue to bear interest at the rate stated on the � Contractual Obligation until due provision is made for the � payment of same by the City. �` Section 4 . 06 . Lapse of Payment . j (a) Money that is set aside for the redemption or payment upon maturity of Contractual Obligations and remaining r ual Obli ations after � unclaimed by the Owners of such Cont act g the due date shall be segregated in a special escrow account , 04238 -14- , . and held in trust, uninvested, without interest, for the account of such Owners . (b) Subject to any applicable escheat or similar law, money that is set aside for the redemption or payment upon maturity of Contractual Obligations and remaining unclaimed by - the Owners of such Contractual Obligations for three years after the due date shall be applied to the next payment or payments on the Contractual Obligations thereafter coming due; � to the extent any such money remains after the retirement of ` all outstanding Contractual Obligations, it 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 Contractual Obligations for any further payment of such unclaimed moneys or on account of any such Contractual Obligations . ARTICLE V PAYING AGENT/REGISTRAR Section 5 . 01 . Appointment of Initial Payinq Aqent/ , Reqistrar . Texas American Bank/Fort Worth, N.A. , Fort Worth, Texas, is hereby appointed as the initial Paying Agent/Registrar for the Contractual Obligations . Section 5 . 02 . �ualifications . Each Paying Agent/Registrar shall be a commercial bank, trust company organized under the laws of the State of Texas, or other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Contractual Obligations . Section 5 . 03 . Maintaininq Pavinq Aqent/Reqistrar . (a) At all times while any Contractual Obligations 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. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will promptly appoint a replacement . 0 4 2 3 B -15- �F<:.,.,� i ; , �` i I . I� ii I� r � 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. 4 ; Section 5 . 05 . Notice of Chanqe 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 i replacement Paying Agent/Registrar . i j Section 5 . 06 . Agreement to Perform Duties and Functions . � By accepting the appointment as Paying Agent/Registrar , I!, � 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 C Agent, promptly upon the appointment of the successor , will �i deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Contractual „�,� Obligations to the successor Paying Agent/Registrar . ARTICLE VI I FORM OF THE CONTRACTUAL OBLIGATIONS Section 6 . 01 . Form Generally. (a) The Contractual Obligations, including 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 Contractual Obligations, ( 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 i such letters, numbers, or other marks of identification i � �,I (including identifying numbers and letters of the Committee on f Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements � (including any reproduction of an opinion of counsel) thereon I ,. 0 4 2 3 B -16- i I as, consistently herewith, may be determined by the City or by the officers executing such Contractual Obligations, as evidenced by their execution thereof . (b) Any portion of the text of any Contractual �` Obligations may be set forth on the reverse side thereof , with � an appropriate reference thereto on the face of the Contractual ' Obligations . I, _ ; (c) The definitive Contractual Obligations , if any, '� shall be printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner , all as determined by the officers . executing such Contractual Obligations , as evidenced by their execution thereof . (d) The Initial Contractual Obligation submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 6 . 02 . Form of the Contractual Obligations . The form of the Contractual Obligations , 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 Contractual Obligations, shall be substantially as follows : (a) Form of Contractual Obliqation. REGISTERED REGISTERED No. � United States of America State of Texas COUNTY OF TARRANT CITY OF GRAPEVINE, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION SERIES 1987 ' INTEREST RATE: MATURITY DATE: CONTR.ACTUAL CUSIP NUMBER: OBLIGATION DATE: � September 15 , 1987 The City of Grapevine (the "City" ) , in the County of Tarrant, State of Texas, for value received, hereby promises to pay to �.r.:,, 0 4 2 3 B -1�- ��,:..:: �I ,� I I l . i � ' � . . �� i f or registered assigns, on the Maturity Date specified above, the sum of DOLLARS �""" � unless this Contractual Obligation 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 Contractual ` Obligation Date specified above or the most recent interest f 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 1 and � August 1 of each year, commencing February 1 , 1988 . , i , The principal of this Contractual Obligation shall be payable without exchange or collection charges in lawful money I�i of the United States of America upon presentation and surrender ;� of this Contractual Obligation at the principal corporate trust office of the Paying Agent/Registrar executing the registration ; , certificate appearing hereon. Interest on this Contractual i, , Obligation is payable by check dated as of the interest payment f 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 alternate banking arrangement . For the purpose of the payment of interest on �. �„ this Contractual Obligation, the registered owner shall be the person in whose name this Contractual Obligation is registered at the close of business on the "Record Date, " which shall be the 15th day of the month next preceding such interest payment � date. f � In the event of a non-payment of interest on a scheduled � payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date" ) will be established by the Paying Agent/Registrar , if and when funds for the payment of such interest have been received from the City. 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 i ', Record Date by United States mail, first class, postage � ' prepaid, to the address of each owner of a Contractual � �', Obligation appearing on the books of the Paying Agent/Registrar 0 4 2 3 B -1$- � ; ; 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 h- interest on this Contractual Obligation shall be a Saturday, ,. Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located are '� required or authorized by law or executive order to close, the 't "" 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 for all purposes be deemed to have been made on the original date payment was due. This Contractual Obligation is one of a series of fully � registered contractual obligations specified in the title hereof issued in the aggregate principal amount of $915,.000 (herein referred to as the "Contractual Obligations" ) , issued pursuant to a certain ordinance of the City (the "Ordinance" ) ' for the purpose of paying all or a portion of the City' s contractual obligations to be incurred in connection with the acquisition or purchase of personal property for the City. The City has reserved the option to redeem Contractual Obligations maturing on and after August 1 , 1993 , prior to maturity, in whole or in part, on August 1 , 1992 and on any interest payment date thereafter at a price equal to the principal amount of the Bonds so called for redemption plus interest accrued to the date fixed for redemption. If less than all of the Contractual Obligations are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Contractual Obligations , or portions thereof within such maturity or maturities and in such principal amounts, for redemption. Notice of such redemption or redemptions shall be given by first class mail , postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Contractual Obligations to be redeemed in whole or in part . Notice having been so given, the Contractual Obligations or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any of the Contractual Obligations or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Contractual Obligations or portions thereof shall cease to accrue. - As provided in the Ordinance, and subject to certain limitations therein set forth, this Contractual Obligation is transferable upon surrender of this Contractual Obligation for 0 4 2 3 B -19- �� ;.; ` I I i il transfer at the principal corporate trust office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Contractual Obligations of the same stated maturity, of authorized �#k�. � he denominations , bearing the same rate of interest, and for t same aggregate principal amount will be issued to the �' designated transferee or transferees . I' The City, the Paying Agent/Registrar , and any other person may treat the person in whose name this Contractual ' Obligation 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 Contractual Obligation is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Contractual Obligation be overdue, and neither the City nor the '' , Paying Agent/Registrar shall be affected by notice to the � ' contrary. ; �� I IT IS HEREBY CERTIFIED AND RECITED that the issuance of � this Contractual Obligation and the series of which it is a part is duly authorized by law; that all acts, conditions and things to be done precedent to and in the issuance of this Contractual Obligation and the series of which it is a part, '� n r erl done have ha ened and have bee n erformed have bee p op y , pp P F ' in regular and due time, form and manner as required by law; that proper provisions have been made for the levy and l collection annually of taxes upon all taxable property in said ` City sufficient within the limits prescribed by law to pay the ,�,�,, I� interest on this Contractual Obligation and the series of which it is a part as due and to provide for the payment of the principal as the same matures; that when so collected, such '� °�ti taxes shall be appropriated to such purpose; and that the total indebtedness of the City, including the Contractual Obligations, does not exceed any constitutional or statutory ' limitation. ' IN WITNESS WHEREOF, the City has caused this Contractual ' Obligation 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, and the official ' seal of the City has been duly impressed or placed in facsimile ' on this Contractual Obligation. ! � City Secretary Mayor, I, City of Grapevine, Texas City of Grapevine, Texas i� ' I' [SEAL] �,, ,b. 0 4 2 3 B -20- f ; (b) Form of Comptroller ' s Reqistration Certificate. The following Comptroller ' s Registration Certificate may be deleted from the definitive Contractual Obligations if such certificate on the Initial Contractual Obligation 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 Contractual Obligation 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 Contractual Obligation 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] ' (c) Form of Certificate of Payinq Aqent/Reqistrar . The following Certificate of Paying Agent/Registrar may be deleted from the Initial Contractual Obligation if the Comptroller ' s Registration Certificate appears thereon. CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Contractual Obligation of this series of contractual obligations 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 Contractual Obligations referred to in the within—mentioned Ordinance. TEXAS AMERICAN BANK/FORT WORTH, N.A. , as Paying Agent/Registrar Dated: BY� Authorized Signatory 0 4 2 3 B -21- �,<,�:� � � I f il � 4 � � i I � (d) Form of Assignment . � � ASSIGNMENT � � FOR VALUE RECEIVED, the undersigned hereby sells , ��,,. � assigns , and transfers unto i � f { ( (Print or typewrite name, address and Zip Code of transferee. ) i (Social Security or other identifying number : ) ` the within Contractual Obligation and all rights hereunder and ! hereby irrevocably constitutes and appoints ` attorney to transfer the within ' Contractual Obligation on the books kept for registration � hereof, with full power of substitution in the premises . � r Dated: � � NOTICE: The signature on this ` ' Assignment must correspond with Signature Guaranteed By: the name of the registered '� owner as it appears on the face ' of the within Contractual ' Obligation in every particular � and must be guaranteed by an � officer of a federal or state bank or a member of the �+� , Authorized Signatory National Association of Securities Dealers . �, r;:u (e) The Initial Contractual Obligation shall be substantially in the form set forth in subsections (a) through (d) of this Section, except for the following alterations : ( i) immediately under the name of the Contractual Obligation, the headings "INTEREST RATE" and �, "MATURITY DATE" shall be completed with the words "as '�, shown below" and the heading "CUSIP N0. " shall be deleted; ( ii) in the first paragraph of the Contractual Obligation, the words "on the Maturity Date specified above, the sum of DOLLARS" shall be deleted and the following will be inserted: "on August 1 � in the years, in the principal installments and bearing �� interest at the per annum rates` set forth in the ! I following schedule: �.., ... , 0 4 2 3 B -22- ,� � _ 3 i il � Years Installments Interest Rate ( Information to be inserted from schedule in Section 3 . 02(b) of this Ordinance) � ( iii) in the second paragraph, the words "executing the registration certificate appearing hereon" shall be deleted and an additional sentence shall be added to the paragraph as follows : "The initial Paying ° °° Agent/Registrar is Texas American Bank/Fort Worth, N.A. , Fort Worth, Texas" ; and (iv) the Initial Contractual Obligation shall be . numbered T-1 . Section 6 . 03 . CUSIP RecTistration. ma secure identification numbers throu h the The Cit g Y Y 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 Contractual Obligations . It is expressly provided, however, that the presence or absence of CUSIP numbers on the Contractual Obligations shall be of no significance or effect as regards the legality thereof and neither the City nor the attorneys approving said Contractual Obligations as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Contractual Obligations . Section 6 . 04 . Leqal Opinion. The approving legal opinion of Hutchison Price Boyle & Brooks, Bond Counsel, may be printed on the reverse side of each Contractual Obligation over the certification of the City � Secretary of the City, which may be executed in facsimile. ARTICLE VII SALE AND DELIVERY OF CONTRACTUAL OBLIGATIONS; DEPOSIT OF PROCEEDS Section 7 . 01 . Sale of Contractual Obliqations; Official Statement . (a) The Contractual Obligations are hereby sold and shall be delivered to Prudential-Bache Securities, Inc . for a price of par plus accrued interest to the Closing Date. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable. The Contractual Obligations initially shall be registered in the name of Prudential-Bache Securities , Inc . or its designee. ��.�.,„ o a z 3 B -23- � ;I � r . � k � (b) The Official Statement, dated September 15, 1987 , i iprepared and distributed in connection with the sale of the � Contractual Obligations is hereby approved, confirmed and ; adopted as official documents and statements of the City. (c) The use of such Official Statement and all �'"�"` addenda, if any, thereto, in the offering and sale of the 'i Contractual Obligations is hereby approved, authorized and ratified. t i i (d) The signing of the Official Statement by the Mayor ' and the City Secretary is hereby approved, authorized and ! ratified. � (e) All officers of the City are authorized to execute i such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Contractual Obligations in accordance with the terms of sale therefor . � (f) The obligation of the purchaser identified in ' subsection (a) of this Section to accept delivery of the Contractual Obligations is subject to such purchaser being furnished with the final , approving opinion of Hutchison Price Boyle & Brooks, bond counsel for the City, which opinion shall � be dated and delivered the Closing Date. Section 7 . 02 . Control and Delivery of Contractual , Obligations . � (a) The Mayor of the City is hereby authorized to have �� control of the Initial Contractual Obligation and all necessary records and proceedings pertaining thereto pending investiga- �s.�� tion, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State of Texas, and registration with, and initial exchange or transfer by, the Paying Agent/Registrar . (b) After registration by the Comptroller of Public ' Accounts, delivery of the Contractual Obligations shall be made I to the initial purchaser 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 . Approval of Escrow Aqreement and , , Appointment of Escrow Agent . ; !� An Escrow Agreement substantially in the form attached hereto as Exhibit A, is hereby approved, and the City Manager and City Secretary of the City are hereby authorized and I directed to execute such escrow agreement on behalf of the �w.�� 0423B -24- City. First National Bank of G.rapevine is hereby appointed to act as the initial Escrow Agent pursuant to the Escrow Agreement . Rr:: . Section 7 . 04 . Deposit of Proceeds . _ (a) All amounts received on the Closing Date as accrued interest on the Contractual Obligations from the i '' Contractual Obligation Date to the Closing Date shall be deposited to the Debt Service Fund. (b) The remaining balance received on the Closing Date shall be deposited to the Contractual Obligation Escrow Fund established pursuant to the Escrow Agreement, such moneys to be dedicated and used solely for the purposes of paying the costs of acquiring or purchasing the Property and the costs of issuance with respect to the Contractual Obligations . ARTICLE VIII INVESTMENTS Section 8 . 01 . Investments . (a) Money in the Debt Service Fund, created by this Ordinance, at the option of the City, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which money is so invested shall be kept and held in trust for the benefit of the 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 fund from which the investment was made . Section 8 . 02 . Investment Income. Interest and income derived from investment of the Debt Service Fund shall be credited to such Fund. � ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9 . 01 . Payment of the Contractual Obliqations . On or before each Interest Payment Date of the Contractual Obligations and while any of the Contractual Obligations are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Debt Service Fund, money sufficient to pay such interest on and <...:,.,. 0 4 2 3 H —25— i � , � . , principal of the Contractual Obligations as will accrue or mature on the applicable Interest Payment 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 Contractual Obligation; the City will promptly pay or cause to be paid the principal of and interest on each Contractual Obligation on the dates and at the places and manner prescribed in such Contractual Obligation; and the City will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The City is duly authorized under the laws of the State of Texas to issue the Contractual Obligations; all action on its part for the creation and issuance of the Contractual Obligations has been duly and effectively taken; and the �I Contractual Obligations in the hands of the Owners thereof are and will be valid and enforceable obligations of the City in accordance with their terms . ' (c) The City hereby represents that the proceeds of ' the Contractual Obligations are needed at this time to provide funds for the City' s purchase of the property for which the Contractual Obligations were issued, as specified in this Ordinance; that based on current facts, estimates, and circumstances, it is reasonably expected that final "�'� disbursement of the proceeds of the Contractual Obligations will occur within three years after the Closing Date, that �,:,�� substantial binding obligations to purchase such property will be incurred within six months after such date, and that the acquisition of the property will proceed with due diligence to completion; that it is not reasonably expected that the proceeds of the Contractual Obligations or money deposited in the Debt Service Fund will be used or invested in a manner that �', would cause the Contractual Obligations to be or become '�, "arbitrage bonds, " within the meaning of Section 148 of the ' Code; and that, except for the Debt Service Fund, no other funds or accounts have been established or pledged to the payment of the Contractual Obligations . (d) The City will not take any action or fail to take any action with respect to the investment of the proceeds of ' the Contractual Obligations or any other ,_ funds of the City, ', � including amounts received from the investment of any of the �'I ' foregoing, that, based upon the facts, estimates, and circumstances known on the Closing Date, would result in I constituting the Contractual Obligations "arbitrage bonds, " within the meaning of such Section 148(f) of the Code, and the �a,�. 0 4 2 3 B -26- I . City will not take any deliberate action motivated by arbitrage that would have such result . F�= : (e) Proper officers of the City charged with the . responsibility of issuing the Contractual Obligations are hereby directed to make, execute and deliver certifications as to facts, estimates and circumstances in existence as of the : �� Closing Date and stating whether there are any facts, estimates or circumstances that would materially change the City' s current expectations . (f) As provided in Section 148(f) (4) (C) of the Code, the City will not be required to rebate arbitrage earnings , if any, on the proceeds of the Contractual Obligations, and in connection therewith the City hereby represents that : ( i) the City is a governmental unit with general taxing powers; (ii ) the Contractual Obligations are not "private activity bonds" within the meaning of 141(a) of the Code; ( iii) 95 percent or more of the net proceeds will be used for local governmental activities of the City; and ( iv) the aggregate face amount of all tax exempt obligations (other than private activity bonds) issued by the City (and all subordinate entities thereof) ', during the calendar year in which the Contractual Obligations are issued is not reasonably expected to exceed $5, 000 , 000 . (g) The Contractual Obligations are hereby designated "Qualified Tax Exempt Obligations" for purposes of Section 265 of the Code. Neither the City nor any of its subordinate entities, if any, reasonably expect to issue in excess of $10, 000 , 000 aggregate amount of Qualified Tax Exempt Obligations during the calendar year in which the Contractual � Obligations are issued, and the City hereby covenants not to designate more than $10 , 000 , 000 aggregate amount of Qualified Tax Exempt Obligations during this calendar year in which the Contractual Obligations are issued. (h) The City may make any changes in the description of the Property listed on Attachment I to this Ordinance or of any component thereof whenever the City deems such changes to be necessary and appropriate and provided that the nature of the Property after such changes will constitute qualified property eligible for financing under the Act and such changes shall not adversely affect the tax-exempt status of the Contractual Obligations . Actions described herein shall be evidenced by a certificate of the City filed with the Escrow Agent setting forth such change. ( i) The covenants and representations made or required by this Section are for the benefit of the Owners and may be relied upon by the Owners and bond counsel for the City. 6.�,;� 0 4 2 3 B �.�.. -2�- i �f I 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 I (i) the failure to make payment of the '� principal of , redemption premium, if any, or interest on any of the Contractual Obligations when the same becomes ' due and payable; or ( ii) default in the performance or observance of any other covenant, agreement or obligation of the City, which default materially, 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 �or a period of 60 days after notice of such default is given by any Owner to the City. Section 10 . 02 . Remedies for Default . l� (a) Upon the happening of any Event of Default , then and in every case any Owner or an authorized representative thereof, including but not limited to, a trustee 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 Contractual Obligations 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 shall be cumulative and shall be in I addition to every other remedy given hereunder or under the ! Contractual Obligations or now or hereafter existing at law or I in equity; provided, however, that notwithstanding any other ', provision of this Ordinance, the right to accelerate the debt ��,-�. 0423B -28- . � evidenced by the Contractual Obligations 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 ��, r emedy. � ' __ ARTICLE XI DISCHARGE Section 11 . 01 . Discharqe by Payment . _ � When all or any portion of the Contractual Obligations have been paid in full as to principal and as to interest and redemption premium, if any, or when all or any portion of the Contractual Obligations have become due and payable, whether at maturity or by prior redemption or otherwise, and the City shall have provided for the payment of the whole amount due or to become due on such Contractual Obligations then outstanding, including such interest that has accrued thereon or that may ; accrue to the date of maturity or prior redemption, and any ' premium due or that may become due at maturity or prior ' redemption, by depositing with the Paying Agent/Registrar, for �! payment of the principal of such outstanding Contractual Obligations and the interest accrued thereon and any redemption premium due thereon, the entire amount due or to become due thereon, and the City shall also have paid or caused to be paid all sums, other than debt service, due and payable under this Ordinance by the City, including the compensation due or to become due the Paying Agent/Registrar, then the Paying ' Agent/Registrar, upon receipt of a letter of instructions from the City requesting the same, shall discharge and release the lien of this Ordinance as it relates to such Contractual Obligations and execute and deliver to the City such releases or other instruments as shall be requisite to release the lien hereof . Section 11 . 02 . Discharqe bv Deposit . (a) The City may discharge its obligation to pay the principal of, redemption premium, if any, and interest on all or any portion of the Contractual Obligations and its obligation to pay other sums payable or to become payable under this Ordinance by the City, including the compensation due or to become due the Paying Agent/Registrar, in accordance with the following provisions : _ (i) depositing or causing to be deposited with the Paying Agent/Registrar an amount of money that, together with the interest earned on or capital gains or .�:.� 0 4 2 3 H -29- �:� i . , I profits to be realized from the investment of such money, will be sufficient to pay the principal of, redemption premium, if any, and accrued interest on such Contractual Obligations to maturity or to the date fixed for prior redemption of such Contractual Obligations, and to pay such other amounts as may be reasonably estimated by the ,�,�,._ Paying Agent/Registrar to become payable under this Ordinance with respect to the Contractual Obligations being provided for, including the compensation due or to become due the Paying Agent/Registrar; and ` " ( ii) providing the Paying Agent/Registrar with an opinion of nationally recognized bond counsel acceptable to the Paying Agent/Registrar to the effect that the deposit specified in subdivision ( i) of this subsection (a) will not cause the interest on any of the Contractual Obligations to become subject to federal income taxation. , (b) Subject to subsection (c) of this Section, upon '� �I compliance with subsection (a) of this Section, the Contractual � �i Obligations for the payment of which provision is thus made I shall no longer be regarded as outstanding and unpaid, and the ' Paying Agent/Registrar , upon receipt of a letter of instructions from the City requesting the same, shall discharge ', ' and release the lien of this Ordinance as to such Contractual Obligations and shall execute and deliver to the City such releases or other instruments as shall be requisite to release � the lien hereof . (c) Before the discharge and release of any portion of �� the lien of this Ordinance pursuant to this Section, the City shall make the following provisions with the Paying Agent/ Registrar : �' �`' ( i) the establishment of a separate escrow account fund with the Paying Agent/Registrar for the deposit pursuant to subsection (a) ( i) of this Section; ', (ii) the payment to the Owners at the date of ', maturity or at the date fixed for prior redemption, as ' applicable, of the full amount to which the Owners of the ', appropriate Contractual Obligations would be entitled by way of principal , redemption premium, if any, and ' interest to the date of such maturity or prior redemption; ' ( iii) the investment of such moneys by the Paying ', Agent/Registrar in direct obligations of the United � i States of America, including obligations the principal of � and interest on which are unconditionally guaranteed by the United States of America, and which may be in book ' entry form, maturing and/or bearing interest payable at � oazas '�"�`" -30- , , such times and in such amounts as will be sufficient to provide for the scheduled payments and/or redemption of such Contractual Obligations; , ( iv) the sending of written notice by registered , or certified United States mail to the Owner of each appropriate Contractual Obligation then outstanding within 30 days following the date of such deposit that ` such moneys are so available for such payment; and (v) the payment to the City, periodically or following final payment of the principal of, redemption premium, if any, and interest on the appropriate Contractual Obligations, of any moneys , interest i earnings, profits or capital gains over and above the � amounts necessary for such purposes . ARTICLE XII MISCELLANEOUS MATTERS � Section 12 . 01 . Emergency. The public importance of this Ordinance and the fact that it is to the best interest of the City to provide funds for the purpose of purchasing the personal equipment contemplated by this Ordinance at the earliest possible date, for the immediate preservation of the public peace, health or public welfare of the City and its citizens creates an emergency and an : imperative necessity that the rule requiring ordinances to be read at two meetings of the City Council be suspended, and said rule is hereby suspended and this Ordinance shall take effect and be in force from and after its passage and approval ; provided the same is adopted on the first reading by three-fourths of the members of the City Council present, otherwise this Ordinance shall become effective on second reading. �.{.. , 0 4 2 3 H -31- �� I Attachment I Initial Description of Personal Property to be Purchased �n��- , Emergency radio console unit Forty channel tapelogger recorder Aerial ladder truck _ Motor grader Reclaimer mixer/soil pulverizer Three flat bed trucks Three air compressors with jackhammers Rubber wheel loader (2 . 5 yard capacity) Chip spreader Three six-yard dump trucks Twelve-ton steel wheel roller Telephone System �� 4 ,,.:. 0 4 2 3 8/ 3 9 FINALLY PASSED, APPROVED AND EFFECTIVE this 15th day of September, 1987. � � ` ��C/li�--_ �+ Mayor, City of Grapevine, Texas ATTEST: �/!.t-G�w City Secretary City of Grapevine, Texas APPROVED: City Attorney City of Grapevine, Texas (SEAL) �� w�� • / EXHIBIT A FORM OF ESCROW AGREEMENT N THIS ESCROW AGREEMENT, dated as of , 1987 � (herein, together with any amendments or supplements hereto, called the "Agreement" ) is entered into by and between the City •- of Grapevine, Texas (herein called the "Issuer" ) and the financial institution shown on Attachment "A" attached hereto, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent" ) . W I T N E S S E T H: WHEREAS, the Public Property Finance Act, Tex. Loc . Gov ' t Code Ann. Ch. 271 Subchapter A (Vernon' s Texas Session Law Service 1987) , as amended (the "Act" ) authorizes the Issuer to execute, perform, and make payments under contracts with any . person for the use, acquisition or purchase of personal property as described in the Act; and ' WHEREAS, the Act permits the governing body of the Issuer to execute contracts in any form deemed appropriate by said governing body in connection with the use, acquisition or purchase of personal property; and WHEREAS, the governing body of the Issuer desires to acquire or purchase personal property deemed by the governing body of the Issuer to be necessary, useful and/or appropriate for the purpose of the Issuer, all as described in the Ordinance (the "Property" ) ; and WHEREAS, the governing body of the Issuer has adopted an ordinance (the "Ordinance" ) authorizing the issuance, sale and delivery of $915,000 of City of Grapevine, Texas Public Property Finance Contractual Obligations, Series 1987 (the "Contractual Obligations" ) ; and WHEREAS, the Ordinance authorized the execution of an Escrow Agreement in substantially the form hereof and the deposit of the proceeds of the sale of the Contractual Obligations in the Escrow Fund (hereinafter defined) ; and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof . NOW, THEREFORE, in consideration 9f the mutual under- takings, promises and agreements herein contained and in consideration of Ten Dollars ($10 . 00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer and the Escrow Agent mutually �,k.:� ' I ., , ' undertake, promise, and agree for themselves and their respective representatives and successors, as follows : ARTICLE I . ,�.�,�.. DEFINITIONS AND INTERPRETATIONS SECTION 1 . 01 . Definitions . Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement : "Authorized Representative" shall mean with respect to the Issuer, the City Manager, Director of Finance or such other party hereafter designated by the governing body of the Issuer . "Escrow Fund" means the fund created by this Agreement to �, be administered by the Escrow Agent pursuant to the provisions , of this Agreement . ' "Permitted Investments" shall mean all forms of investment then authorized by law for the investment of the general funds of the Issuer . I SECTION 1 . 02 . Other Definitions . The terms "Agreement" , "Issuer" , "Escrow Agent" , "Contractual Obligations" , "Ordinance" and "Property" , when they are used in this Agreement, shall have the meanings assigned to them in the � preamble to this Agreement . ,� SECTION 1 . 03 . Interpretations . The titles and headings of the articles and sections of this Agreement have been . inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof . This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the � intended purpose of providing for the acquisition or purchase ', of the Property and the payment of the costs of issuance with �I respect to the Contractual Obligations . ' ARTICLE II DEPOSIT OF FUNDS ' ' SECTION 2 . 01 , Deposits in the Escrow Fund, Concurrently � ' with the sale and delivery of the Cvntractual Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow I, Agent, for deposit in the Escrow Fund, the proceeds of the sale ! of the Contractual Obligations other than proceeds representing 0 4 2 4 B -2- I • ' accrued interest , if any, which is to be deposited to the Debt Service Fund established by the Ordinance, and the Escrow Agent shall , upon the receipt thereof, acknowledge such receipt to the Issuer in writing. ARTICLE III v ° CREATION AND OPERATION OF ESCROW FUND SECTION 3 . 01 . Escrow Fund. (a) The Escrow Agent has created on its books a special irrevocable escrow fund to be known as the Contractual Obligations Escrow Fund (the "Escrow Fund" ) . The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds described in Section 2 . 01 hereof . Such deposit , all proceeds therefrom, and all cash balances from time to time on � deposit therein ( i) shall be the property of the Escrow Fund, and (ii) shall be applied only in strict conformity with the terms and conditions of this Agreement . i (b) The Escrow Agent shall hold at all times the � Escrow Fund and all assets of the Escrow Fund, wholly f segregated from all other funds and securities on deposit with � the Escrow Agent; it shall never allow any other assets of the , Escrow Fund to be commingled with any other funds or securities ; of the Escrow Agent; and it shall hol.d and dispose of the assets of the Escrow Fund only as set forth herein. li (c) The assets of the Escrow Fund shall always be held , by the Escrow Agent in a fiduciary capacity for the benefit of the Issuer and a special account thereof shall at all times be ' maintained on the books of the Escrow Agent . The amounts ' received by the Escrow Agent under this Agreement shall not be � considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a fiduciary and Escrow Agent under the terms of this Agreement . (d) The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer but shall be disbursed or withdrawn, in connection with the costs paid or incurred by the Issuer with respect to the use, acquisition or purchase of Property, solely upon the receipt of written direction from an Authorized Representative in the form of the "Payment Request Form" . attached hereto as Attachment B. The Escrow Agent shall retain � on file copies of each Payment Request Form-. SECTION 3 . 02 . Moneys Secured. All moneys deposited with the Escrow Agent and not invested in securities by the Escrow Agent pursuant to the provisions hereof or to the extent not 0 4 2 4 B -3- ��. i I . . I 'i insured by the Federal Deposit Insurance Corporation or other federal agency, shall continuously be secured, for the benefit of Issuer and the holders of the Bonds , to the extent and as required by law for security of Issuer ' s funds . Such securities shall be deposited with the Escrow Agent . ��a��- SECTION 3 . 03 . No Unauthorized Transfers . No money shall � be withdrawn or transferred from or paid out of the Escrow Fund � except as herein expressly provided in Section 3 . 01 . - I SECTION 3 . 04 . Investment of Money in Escrow Fund. All money held by the Escrow Agent pursuant to this Escrow Agreement shall be deposited or invested only in Permitted Investments and only at the written direction of the Authorized ' Representative. � All interest and other income received by the Escrow ; Agent from investment of the Escrow Fund shall be retained in ' � the Escrow Fund. i !I The Escrow Agent shall not be liable for any loss j i resulting from the making or disposition of any investment li pursuant to this Section, and any such losses shall be charged to the Escrow Fund. � ARTICLE IV i RECORDS AND REPORTS , �� SECTION 4 . 01 . Records . The Escrow Agent will keep books of record and account in which complete and correct entries ' shall be made of all transactions relating to the receipts, �� disbursements, allocations and application of the money and Permitted Investments deposited to the Escrow Fund and all proceeds thereof, including specifically the submission of any Payment Request Form and the disbursement of funds pursuant to any such submission, and such books shall be available for ; inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Contractual Obligations . ', SECTION 4 . 02 . Reports . While this Agreement remains in ' effect , the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding year , together with a detailed statement of all Permitted Investments and the cash balance on deposit in the Escrow Fund as of the end of such , , period. ` ' �.,}., 0 4 2 4 B -4- ARTICLE V CONCERNING THE ESCROW AGENT SECTION 5 . 01 . Representations . The Escrow Agent hereby . represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry � out all of its obligations hereunder . SECTION 5 . 02 . Limitation on Liability. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters . It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder . �i The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent ' s sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement . If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exer�ise reasonable care and diligence, and in event of error in maxing such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the � occurrence of any such event or continge�cy the Escrow Agent ' may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may ' deem necessary to determine any fact relating to the occurrence ,I 0 4 2 4 B -5- #:=r..:;:., 1 I . . of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. SECTION 5 . 03 . Successor Escrow Aqents . If at any time the Escrow Agent or its legal successor or successors should `�� become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be i taken under the control of any state or federal court or � administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder . In such event the Issuer , by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be , appointed by the owners of a majority in principal amounts of ; the Contractual Obligations then outstanding by an instrument or instruments in writing filed with the Issuer , signed by such ' ', owners or by their duly authorized attorneys-in-fact . If , in a ', proper case, no appointment of a successor Escrow Agent shall ' be made pursuant to the foregoing provisions of this section i ' within three months after a vacancy shall have occurred, the I owner of any Contractual Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent . ; Such court may thereupon, after such notice, if any, as it may ' deem proper, prescribe and appoint a successor Escrow Agent . i Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, which may, but need not be, �� authorized under such laws to exercise corporate trust powers, ' having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least • - $5, 000 ,000 and subject to the supervision or examination by federal or state authority. Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument , accepting such appointment hereunder , and the Escrow Agent ; , shall execute and deliver an instrument transferring to such 'I successor Escrow Agent, subject to the terms of this Agreement, �, all the rights, powers and trusts of the Escrow Agent ' � hereunder . Upon the request of any such successor Escrow , ; Agent, the Issuer shall execute any and all instruments in , writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties . � , i � ,, 0 4 2 4 H -6- � , i � � j ' ARTICLE VI , `' MISCELLANEOUS � ; � � SECTION 6 . 01 . Notice. Any notice, authorization, _ � request, or demand required or permitted to be given hereunder k shall be in writing and shall be deemed to have been duly given 4 when mailed by registered or certified mail , postage prepaid , addressed to the Issuer or the Escrow Agent at the address ' shown on Attachment A attached hereto . The United States Post ' ' Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact � of delivery. Any party hereto may change the address to which ; notices are to be delivered by giving to the other parties not , less than ten ( 10) days prior notice thereof . � � SECTION 6 . 02 . Termination of Responsibilities . Upon the taking of all the actions as described herein by the Escrow � Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to . the Issuer, the owners of the Contractual Obligations or to any other persori or persons in connection with this Agreement . SECTION 6 . 03 . Bindinq Aqreement . This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives , and shall inure solely to the benefit of the owners of the Contractual Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives . SECTION 6 . 04 . Severability. In case any one or more of � the provisions contained in this Agreement shall for any reason � be held to be invalid, illegal or unenforceable in any respect, f such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or ► unenforceable provision had never been contained herein. � SECTION 6 . 05 . Texas Law Governs . This Agreement shall k be governed exclusively by the provisions hereof and by the � applicable laws of the State of Texas . E � SECTION 6 . 06 . Time of the Essence. Time shall be of the essence in the performance of obligations from time to time � imposed upon the Escrow Agent by this Agreement . SECTION 6 . 07 . Amendments . This Agreement shall not be amended except to cure any ambiguity o� formal defect or omission in this Agreement . No amendment shall be effective unless the same shall be in writing and signed by the parties � thereto . No such amendment shall adversely affect the rights � of the holders of the Contractual Obligations . > � � ,- � 0 4 2 4 8 —7— P +�s,:.. 9 s ` EXECUTED as of the date first written above. CITY OF GRAPEVINE, TEXAS ��.. , By: City Manager . ,�...:gk� ATTEST: City Secretary � [SEAL] ', APPROVED AS TO FORM AND I LEGALITY: City Attorney ,�„� �r�;�a; . . �..,...,�s 0 4 2 4 B —8— FIRST NATIONAL BANK OF GRAPEVINE, as Escrow Agent By: Title: X ATTEST: Title: i i � [SEAL] ; i i � ; I I � i 0 4 2 4 B —9— � � �II I` i k I � � I INDEX TO ATTACHMENTS I � Attachment "A" Addresses of the Issuer and the Escrow Agent ��.. Attachment "B" Payment Request Form I I i I I r II ; ; ,, i , I E , � � 'I a�+� �� . � i i � ', I II� 0 4 2 4 H/ 1 0 ., , ATTACHMENT "A" ; ADDRESSES OF THE ISSUER AND ESCROW AGENT � .,, .- i ISSUER i I City of Grapevine, Texas 413 South Main Street i Grapevine, Texas 76051 � Attention: City Manager � r ' ESCROW AGENT I I ; First National Bank of Grapevine I 1400 South Main Street ; Grapevine, Texas 76051 j Attention: � � I � ; � : ,I ' ; j � � � I �I � I fI I I � i �I . � � f 0 4 2 4 B/ 1 1 � A-1 � ��•� i i � � �I � I � I �e. /e 1 I I � � ATTACHMENT "B" � Payment Request Form No . TO: First National Bank of Grapevine 1400 South Main Street �.�ti.. Grapevine, Texas 76051 � Attention: i � As Escrow Agent, you are hereby requested to pay from the - Escrow Fund established by this Escrow Agreement, dated as of '� , 1987 between the City of Grapevine (the "Issuer" ) and the Escrow Agent (the "Escrow Agent" ) to the person, corporation or other entity designated below as Payee, being someone other than an employee or officer of the Issuer , the sum set forth below such designation. The Issuer , acting � by and through its Authorized Representative, hereby certifies ! that [check one or more as appropriate] : i : ' [ ] such amount represents [full ] [partial ] payment ', for an item of "Property" (as defined in the i Escrow Agreement) being ', and such item or Property [has not been] [has ', I been] the subject of prior Payment Request Forms ` [Nos . ] . Attached hereto, unless supplied with a previous Payment Request, is a �i copy of the invoice, winning bid form or contract relating to the purchase or acquisition of such Property. �� [ l Such amount represents a cost of issuance of the Contractual Obligations (as defined in the Escrow Agreement) . �- [ l such amount represents the unexpended balance of the funds held in the Escrow Fund not needed for the payment of the costs of ac irin or � 9 purchasing Property and should be transferred to � the Debt Service Fund established by the Ordinance. i ' Payee: Address : Amount : Dated - , 198 City of Grapevine Authorized Representative 0 4 2 4 B/ I 2 . D f.�.,..�_,: D—1