HomeMy WebLinkAboutORD 2005-044 B4ND ORDINANGE NO. 2005-4�
relating to
$23;755,000
CITY OF GRAPEVINE, TEXAS �
;�;x� COMBINATION TAX AND TAX INCREMENT RETNVESTMENT
ZONE REVENUE REFUNDING BONDS
SERIES 200SA
Adopted: June 21, 2005
Dated: June 15, 2005
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TABLE OF CONTENTS
Pa�e
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01. Definitians..........................................................:....................................................2
Section1.02. Findings...................................................................................................................5
Section 1.03. Table of Contents, Titles and Headings..................................................................5
Sectian 1.04. Interpretatian...................................................................................:.......................5
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUNI7
Section 2.01. Revenue Pledge.......... .........................................................................................5
....
Section 2.02. Ta�c Levy for Payment of the Certificates...............................................................b
Sectian 2.03. Interest and Sinking Fund.......................................................................................7
ARTICLE III
AUTHORIZATI4N; GENERAL TERIVI5 AND PR4VISIONS
REGARDING THE B4NDS
Section3.01. Authorization...........................................................................................................7
Section 3 A2. Date, Denominatian, Maturities and Interest..........................................................7
Section 3.03. Medium, Method and Place of Payment.................................................................8
Section 3.04. Execution and Registratian of Bonds......................................................................9
Sectian3.05. Ownership............................................................................................................. 10
Section 3.06. Registration,Transfer and Exchange.................................................................... 10
Section3.07. Cancellatian...... ..................................................... ........................................... 11
Section 3.0$. Temporary Bonds................... . ...........................................................................11
Section 3.09. Repiacement Bonds........................................................................... ................12 .
Section 3.10. Boak-Entry-4nly System...................................................................................... 13
Section 3.1]. Successor Securities Depositoz�y; Transfer Outside Boak-Entry Only System.....13
Sectian 3.12. Payments ta Cede&Ca........................................................................................14
� ARTICLE IV �
REDEMPTIQN C?F BCINDS BEF4RE MATURITY
Section 4.01. Limitatian on Redemption.................................................................................... 14
,.,,: M
Sectian 4,02. 4ptional Redemption............................................................................................14
Section 4.03. Partial Redemption................................:...............................................................14
Seetian 4.04. Notice of Redemption to Owners.......................................................................... l S
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Section 4.OS. Payment Upon Redemption.................................................................................. 15
�ection 4.46. Effect of Redeznptian.............................. ........... ............................................ 15
ARTICLE V
PAYING AGENT/REGISTRAR �
Section 5.01. Appointrnent of Initial Paying Agent/Registrar.................................................... 16
Section5.02. Qualifications................................................................ ....................................16
....
Section 5.03. Maintaining Paying AgentlRegistrar...............
...................................................... 16
Section 5.44. Termination........................................................................................................... 16
Section S.OS. Notice of Change to Owners................................................................................. 16
Sectian S.Q6. Agreement to Perform Duties arid Functions........................................................ 17
Section S>47. Delivery of Records ta Successor......................................................................... 17
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generally..................................................................................................... 17
Section6.02. Form of the Bonds........................:..............................:.........................................1'7
Section 6.03. CUSIP Registration...............................................................................................23
Section6.04. Legal Opinion........................................................................................................23
Section 6.OS. Staternent af Insurance..........................................................................................23
ARTI�LE VII
SALE AND DELIVERY OF BONDS, DEPOSIT t�F PROCEEDS
Sectian 7.01. Sale ofBonds, Official Statement.........................................................................23
Section 7.02. Control and Delivery of Bonds.............................................................................24
Section'7.03. Deposit of Praceeds............................................................................. ..............24
Sectian'7.04. Security of Funds ..................................................................................................2S
� ARTIGLE VITI
INVESTMENTS
Section8.41. Investments............................................................................................................25
Section 8.02. Investment Incame................................................................................................25
ARTICLE IX
PARTICULA.R REPRESENTATIONS AND COVENANTS '
� Section 9:Q1. Payment af the Bonds ................................................................. ....... .,............25
Sectian 9.�}2. Other Representations and Covenants...................................................................26
�"� Section 9.03. Pravisions Concerning Federal Incorne Tax Exclusion........................................26
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Section 9.Q4. Na Private Use ar Payment and No Private Loan Financing................................26
Section 9.45. Na Federal Guaranty.............................................................................................27
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Section 9.46. Bands are not Hedge Bonds..................................................................................27
Section 9.07. Na-Arbitrage Covenant..........................................:..............................................27
Section 9.Q8. Arbitrage Rebate............................................................................ .....................27
Section 9.49. Information Reporting...........................................................................................28
Section 9.14, Continuing Qbligation..................................................................................... ..28
ARTIGLE X
DEPAULT AND REMEDIES
Section 1Q.Q1. Events of Default...................................................................................................28
Sectian 1Q.Q2. Remedies far Default................................................................... .......................28
Section 10.Q3. Remedies Not Exclusive.......................................................................................29
ARTICLE XI
DISCHARGE
Sectian11.Q1. Discharge...............................................................................................................29
A�RTiCLE XII
CONTINUING DISCLOSURE UNDERTAI�ING
Sectian12.01. Annual Reports......................................................................................................29
Section 12A2. Material Event Notices..........................................................................................3Q
Sectian 12.03. Lirnitations, Disclaimers and Amendments..........................................................30
ARTiCLE�III
REDEMPTIC}N QF 4BLIGATIC7NS; APPROVAL QF ESCROW AGREEMENT;
PURCHASE 4F ESCROWED SECURITIES
Sectian 13.01. Redemption af Refunded Qbligatians........:..........................................................32
Sectian 13.02. Subscriptian af Federal Securities.............................................................:...........32
Section 13.03. Approval af Escraw Agreement........................................... .............................32
Sectian13.04. Notice of Deposit..................................................................................................32
Schedule I—Schedule of Refiznded Obligations
Exhibit A-Descriptior�of Annual Disclosure of Financial Information....................................A-1
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ORDINANCE NO. 2005-44
AN 4RDINANCE PROVIDING POR THE ISSUANCE C}F CITY 4F
GRAPEVINE, TEXAS COMBINATION TAX AND TAX INCREMENT
REINVESTMENT ZONE REVENUE REFUNDING BONDS, SERIES 2005A,
IN THE AGGREGATE PRINCIPAL AMOUNT pF $23,755,OQ0; LEVYING A
TAX IN PAYMENT THEREOF; PRESCRIBING THE F4RM C?F SAID
BONDS; APPROVING THE OFFICIAL STATEMENT; AFPROVING
EXECUTION AND DELIVERY QF A BQND PURCHASE AGREEMENT
AND AN ESCROW AGREEMENT; AND ENACTING OTHER PROVTSIGINS
RELATING THERETU;
WHEREAS, the City of Grapevine (the "City") created its Ta.x Increment Financing
Reinvestment Zone Number Two (the "Zone") pursuant ta Texas Tax Code, Chapter 311 and
established a Ta� Incrernent Fund pursuant to the provisian of Chapter 311; and
WHEREAS, the City Council ("City Council") of the City adopted Ordinance No. 2000-
77, appraving the issuarice of its $31,S80,Q00 Combination Tax and Tax Increment
Reinvestment Zone Revenue Certificates of Obligation, Series 2000 (the "Series 2404
Certificates"); and
WHEREAS, Ordinance No. 2000-77 found and deterrnined that the Project Plan
approved by the City Council with respect ta the creation of the Zone was feasible and
confarmed to the City's master plan; and
WHEREAS, the City Council found and determined that the issuance af the Series �000
Certificates would provide public warks and facilities for the benefit, use and safety of the
citizens and taxpayers of the City; and
WHEREAS, the Series 2000 Certificates were issued pursuant ta Texas Tax Code,
Chapter 31 l, as amended, and Texas Local Government Code, Chapter 271, Subchapter C, as
amended; and
WHEREAS, the Series 2000 Certificates are currently outstanding and are secur�d by a
pledge of a continuing direct annual ad valorem tax levied by the City, within the limits
prescribed by law, upan all t�able property in the City, and by a lien on and pledge of the Tax
Incrernents deposited into the Tax Increment Fund established for the Zone, such pledge being
subordinate to any Prior Lien t�bligations; and
WHEREAS, the City now desires to refund the Series.24Q4 Certificates as described on
Schedule I hereto {the"Refunded Obligations"); and
WHEREAS, Chapter 1207, Texas Govexnment Code, autharizes the City to issue
refunding bands and ta depasit the praceeds from the sale thereof, and any other available funds
or resources, directly with a place of payment �paying agent} for the Refunded Qbligations, and
`�' � such deposit, if made before such payment dates, shall constitute the making of firm banking and
financiai arrangements for the discharge and final payrnent of the Refunded 4bligatians; and
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�HEREAS, Chapter 120'J further authorizes the City to enter inta an escrow agreement
with any paying agent for the Refunded Obligations with respect to the safekeeping, investment,
s reinvestment, administration and disposition of any such deposit,upon such terms and conditians
as the City and such paying agent may agree, provided that such deposits may be invested and
reinvested only in direct abligations of the United 5tates of America, includzng abligatians the
principal of and interest on which are unconditionally guaranteed by the United States of
America, and which shall mature and bear interest payable at such times and in such amounts as
will be sufficient to provide for the scheduled payment or prepayment af the Refunded
Obligations; and
WHEREAS, JPMorgan Chase Bank, Natianal Associatian is a paying agent far one ar
more series of the Refunded Obligations and the Escrow Agreement hereinafter authorized
constitutes an escraw agreement af the kind autharized and perrnitted by said Chapter 1207; and
WHEREAS, the City Council of the City hereby finds and determines that refiinding the
Refunded 4bligatians £or the purpose of achieving a grass debt service savings af approximately
$719,705.57 and a net present value debt service savings of approximately $1,4Q8,961.34, with
respect to the Refunded t3bligations is in the best interest of the c�tizens pf the City; and
WHEREAS, the City Council has found and determined that it is necessary and in the
best interest of the City and its citizens that it authorize by this Ordinance the issuance and
delivery of its bonds in a single series at this time; and
WHEREAS, it is officially found, determined and declared that the meeting at which this
Ordinance has been adopted was open to the public as required by law, and the public notice of
the time, place and purpose of said meeting was given as required by Chapter 551, Texas
Government Code, as amended; therefore
BE IT ORDAINED BY THE CITY COUNCIL 4F �'HE CIT'Y 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 C?rdinanc�,the follc�wing terms shall have the meanings specified below:
"Bond"means any af the Bonds.
"Bond Date" means the date designated as the date af the Bonds by Sectian 3.02(a) of
this 4rdinance.
`k `� "Bonds" rneans the City's bonds authorized ta be issued by Sectian 3.01 of this
Ordinance and designated as "City of Grapevine, Texas, Cambination T� and Ta�c Increment
- Reinvestment Zone Revenue Refunding Bonds, Series 2005A."
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"Business Day"means a day that is not a Saturday, Sunday, legal holiday or other day on
which banking institutions in the city where the Designated Paymen�JTransfer {�ffice is located
are required or authorized by law or executive arder to clase.
"City"means the City of Grapevine, Texas,
"Clasing Date"rneaxzs the date of the initial delivery af and payrnent for the Bonds.
"Code" rneans the Internal Revenue Code of 1986, as amended, including applicable
regulations,published rulings and court decisions.
"Llesignated Payment/Transfer Office" means (i) with respect to the initial Paying
AgentlRegistrar named herein, its office in Dallas, Texas, or at such other location designated by
the Paying Agent/Registrar and (ii) with respect to any successor Paying AgentlRegistrar, the
office of such successor designated and located as rnay be agreed upon by the City and such
successor.
"DTC" means The Depositary Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" means brakers and dealers, banks, �trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securitias transactions among DTC Participants.
`°Escrow Agent"means JPMorgan Chase Ba�k, Natianal Associatian, ar its successors ar
- assigns.
"Escrow AgreemenY' means that certain Escrow Agreement, dated as of June 15, 2405,
between the City and the Escrow Agen#.
`Bscrow Fund"mearzs the fund by that name established in the Escraw Agreement.
"Event of Default" means any event of default as defined in Section 10.01 of this
t�rdinance.
"Initial Band"means the Initial Bond authorized by Section 3.04(d) of this Ordinance.
"Interest and Sinking Fund" rneans the interest and sinking fund established by
Sectian 2.02 of this Ordinance.
"Interest Payment Date" means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of rnaturity or prior redemption, such dates being
February 15 and August 15, cornmencing August 1 S, 2005.
"MSRB"means the Municipal Securities Rulemaking Board.
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"NR.MSIR" means each person whom the SEC ar its staff has determined to be a
nationaliy recognized municipal securities information repository within the meaning of the Rule
frorn time to time.
"Owner"means the person who is the registered owner af a Bond ar Bonds, as shawn in
the Register.
"Paying AgentlRegistrar" rneans initially JPMorgan Chase Bank, National Association,
ar any successar thereto as pravided in this 4rdinance.
"Pledged Revenues" means Ta.x Increments on deposit or deposited into the T�
Increment Fund and any other funds or sources of revenue that rnay be hereafter designated as
Piedged Revenues.
"Prior Lien Obligations"means (i} any future bonds or obligations issued by the City that
by the express terrns thereof have a priar lien on and pledge of the Tax Iricrement Fund, and
{ii) any bands or other obligations heretofare or hereafter issued by the City, or ather participant
in the Reinvestrnent Zone, and secured by a levy of ad valorem t�es upan all taxable property
within the City, or such participant, respectively, for which the levy and callection of ad valorem
taxes have been insufficient far the payrnent thereaf and which have a prior lien on the Ta�c
Increments of the City or such participant. �
"Record Date" means the 1ast Business L3ay af the mont� next preceding an Interest
Payment Date.
"Register"means the band register specified in Section 3.06(a) of this Ordinance.
"Reinvestment Zone"means Tax Increment Financing Reinvestment Zane Number Two,
City of Grapevine, Texas, established by the City by an ordinance adopted December 8, 1998.
"Representations Letter" means the Blanket Letter af Representatians previausly
executed by the City and DTC and on file with DTC.
"5EC"means the United States Securities and Exchange Commissian.
"SID" rneans any person designated by the Sta#e of Texas ar an authorized department,
officer or agency thereof, as and determined by the SEC or its staff to be a state informatian
depository within the meaning of the Rule fram time ta time.
"Special Payment Date"means the SpeGial Payrnent Date prescribed by Section 3.03(b).
"Special Record Date"means the Special Record Date prescr�bed by Section 3,03(b).
"Tax Increment Fund°' shall rnean the fund established by the City pursuant to
5ection 311.014 of the Aet and inta which a11 Tax increments are deposited by the taa.�ccing units
� participating in the Reinvestment Zone.
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"Tax Increments" shall mean the t�es on real property located in the Reinvestment Zane
that the taxing units participating in the Reinvestment Zone, including the Gity, have agreed to
deposit inta the Taac Increment Fund.
"Term Certificates"means the Certificates maturing in the years 2024 and 2026.
"Unclairned Payments" rneans money deposited with the Paying Agent/Registrar for the
payment af principal of, redemption premium, if any, ar interest an the Bonds as the same come
due and payable or money set aside far the payment of Bonds duly called far redemptian prior to
maturity.
"Underwriters" mean Southwest Securities, SAMCO Capital Markets and A.G.
Edwards & Sons, as underwriters of the Bonds pursuant to that certain Band Purchase
Agreement appraved in Section 7.41 hereaf.
Section 1.42. Findin�s.
The deciarations, determinations and findings declared, made and found in the preamhie
ta this t�rdinance are hereby adapted,restated and made a part of the operative provisions hereof.
Section 1.03. Table af Cantents, Titles and Headin�s.
The table af cantents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not ta be considered a part hereof
and sha11 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.
Sectian 1.04. Interpretation.
(a) Unless the context requires atherwise, words of the masculine gender shall be
construed to include correlative words af the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words af the plural
number and vice versa.
(b} This Ordinance and all the terms a,nd provisions hereof shall be liberally
construed to effectuate the purposes set forth herein.
ARTICLE II
SECURITY'FQR THE BONDS; INTEREST AND SINKING FUND
Section 2.01. Revenue Pled�e.
{a) All Pledged Revenues deposited into the Tax Increment Fund pursuant ta
., Section 311.013 af the Act shall be accounted far separately from other funds of the City.
I?uring each fiscal year while any of the Bonds are outstanding, the City shall transfer to the
��� Interest and Sinking F'und from the Pledged Revenues deposited into the Tax Increment Fur�d up
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to an amount equal ta the amount af the principal and interest payments coming due on the
Bonds during such fiscal year, sueh transfers to be made as and when such Pledged Revenues are
received and subject to the requirernents af any Prior Lien Obligations.
(b) The City expressly reserves the right to issue or incur, und�r any applicable law,
bonds, notes or other obligatians secured by and payable from a lien on and piedge of the
Pledged Revenues that is superiar to, on a parity with or subordinate to.the lien on and pledge of
the Pledged Revenues securing the payment of the Bonds.
(c} Subject ta the requirements af any Prior Lien Obligations and to subsectian(d) of
this Section 2.01, the Pledged Revenues are hereby pledged to the payment af the Bonds and
shall be deposited inta the Interest and Sinking Fund.
(d) Any Pledged Revenues remaining in the Tax Increment Fund each fiscal yea:r
after the payments required by subsection {a) of this Section 2.01, and subject ta the
requirements af any Prior Lien Qbligatians, may be used for the purposes described in
Sectian 311.014(b) af the Act or as otherwise authorized by the Act.
Sectian 2.02. Tax Levy for Pavment of the Certificates.
(a} 'The City Council hereby declares and covenants that it will provide and levy a tax
legally ar�d fully sufficient for payment of the Bonds, it having been determined that the existing
and availabie taxing authority of the City for such purpose is adequate to permit a legally
sufficient t� in cansideration of all other outstanding obligatians of the City.
(b) In order to provide far the payrnent of the debt service requirements on the Bands,
being (i} the interest on the Bonds, and {ii} a sinking fund for their payment at maturity or a
sinking fund of two percent per annum (whichever amount is the greater}, there is herehy levied
for the current year and each succeeding year thereafter, while the Bands or interest thereon
rernain outstanding and unpaid, an ad valorem ta�c on each one hundred dollars valuation of
taxable praperty within the City at a rate sufficient, within the lirnit prescribed by law, to pay
such debt service requirements, full allowance being made for delinquencies and costs of
collection.
(C} The tax levied by this Section shall be assessed and colleCted each year and
deposited into the Interest and Sinking Fund far the payment of the debt service requirements on
the Bands, and the tax shall not be diverted to any other purpase.
(d) Said ad valorem tax, the collections therefrom, and all amaunts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and
coznmitted irrevacably to the payment of the principal af and interest on the Bonds when and as
due and payable in accordance with their terms and this Ordinance.
(e} Natwithstanding the requirelnents of this Section 2.02, if Pledged Revenues or
other legally available funds are budgeted and apprapriated for deposit in the Interest and
'�" "� Sinking Fund in advance of the time when ad valarem taxes are scheduled to be assessed and
collected for any year, then the amaunt af taa�es which otherwise would be required to be
�°� assessed and collected pursuant to this Sectian 2.02 may be reduced to the extent and by the
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amount of the Piedged Revenues or other funds budgeted and appropriated for deposit in the
Interest and Sinking Fund.
; (� If the iiens and provisions of this Ordinance shall be discharged in a manr�er
permitted by Article XI, then the callection af such ad valorem tax may be suspended ar
appropriately reduced; as the facts may permit, and further deposits to the Interest and Sinking
Fund may be suspended or appropriately reduced, as the facts may permit. In determining the
aggregate prinaipal amount of autstanding Bonds, there shall be subtracted the amount of any
Bonds that have been duiy called for redernption and for which money has been deposited within
the Paying AgentlRegistrar for such redemption.
Section 2.03. Interest and Sinking Fund.
(a) The City hereby establishes a special fund or account, to be designated the "City
of Grapevine, Texas Combination T� and Taac Increment Reinvestment Zone Revenue
Refunding Bonds, Series 20QSA, Interest and Sinking Fund," said fund to be maintained at an
official depasitory bank of the City separate and apart from all other funds and accounts of the
City.
(b) Maney an depasit in or required by this Ordinance to be deposited to the Interest
and Sinking Fund shall be used solely far the purpose of paying the interest on and principal of
the Bonds when and as due and payable in accordance with their terms and this Urdinance.
AR.TICLE III
AUTHORIZATION; GENERAL TERMS AND PROVI�I4NS
REGARDING THE BONDS
Section 3.01. Authorization.
The City's bands to he designated "City of Grapevine, Texas Combination Tax and Tax
Increment Reinvestment Zone Revenue Refiznding Bonds, Series 2005A," are hereby autharized
to be issued and delivered in accordance with Tex. Const. art. XI, Sec. 5, Chapter 1207 Texas
Government Code, as amended, and Sectian 9.26 of the City's Home-Rule Charter. The Bonds
shall be issued in the aggregate principal arnaunt of$23,755,000, for the purpose of providing
funds to (i}refund the Refunded Obligations, and(ii)pay the casts of issuing the Bonds.
Section 3.02. Date Denomination Maturities and Interest.
(a) The Bonds shall be dated June 15, 20Q5. The Bands shall be in fully registered
farm, without coupans, in the denomination af$5,040 or any integral multip�e thereof, and shall
be numbered separately from one upward, except the Initial Bond, which sha1l be numbered T-1.
(b) The Bonds shall mature an August 15 in the years and in the principal amounts
set forth in the following schedule:
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Serial Bonds
Maturity PTiilCi�1� Interest Maturity Principal Interest
'' " (August 15� Amount Rate fAu ist 15� Amaunt Rate �
200$ $140,000 . 3.25°l0 2418 $1,735,000 5.00%
� 2009 145,000 3.25% 2019 1,825,000 5.00%
2010 I50,000 3.25% 2020 1,925,440 5.4Q%
2411 155,QOQ 3.35% 2021 2,025,OOp 5.00%
2012 1 b0,000 3.50°l0 2022 2,125,040 5.QQ%
2Q13 165,Q4Q 4.04% 2023 2,230,000 5.00%
2014 170,000 4.00°l0 2024 2,345,000 5.4Q°lo
2015 180,Q00 4.OQ% 2025 2,470,OOQ 5.00%
2016 1,565,000 5.00°10 2026 2,595,000 5.04°10
2017 1,654,Q04 5.00%
(c) Interest sha11 accrue and be paid on each Bond respectiveiy until its maturity ar
priar redemption, from the later af the Bond Date or the most recent Interest Payment I3ate to
which interest has been paid or provided far at the rates per annum for each respective maturity
specified in the schedule contained in subsection (b) above. Such interest shall be payable
semiannually commencing an August 15, 2005, and on each February 1 S and August 1 S
thereafter until maturity ar prior redemption. Interest an the Bands shall be calculated on the
basis of a 360-day year compased of 12 months of 30 days each.
Section 3.03. Medium. Niethad and Place af Pa m�ent.
(a} The principal of, premium, if any, and interest on the Bonds shall be paid in
lawful money af the United States af Arnerica.
{b) Interest on the Bonds shali be payable ta the Owners as shown in the Register at
the close of business on the Record Date; provided, however, in the event af nonpayment of
interest on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for
such interest payrnent (a "Special Record Date") shall be established by the Paying
Agent(Registrar, if and when funds far 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 �east five Business Days prior ta the Special Record Date by United States mail, first
class, postage prepaid, to the address af each �wner of a Bond appearing an the Register at the
close of business an the last Business Day next preceding the date of rnailing of such notice.
{c} Interest shall be paid by check, dated as of and rnailed on the Interest Payment
Date, and sent by the Paying AgentlRegistrar to each Owner, first class United States mail,
postage prepaid, to the address of each Owner as it appears in the Register, or by such other
customary banking arrangement acceptable to the Paying AgentlRegistrar and the Owner;
provided, hawever, that the Owner shall bear all risk and expense 'of such other banking
K n arrangement. At the option of an Owner of at least $1,OQO,OOQ principal amount af the Bonds,
interest may be paid by wire transfer to the bank account of such Owner an file with the Paying
,�.;,,� AgentlRegistrar.
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(d) The principal of each Bond shall be paid to the t3wner on the due date thereof
� � (whether at the maturity date or the date of prior redemption thereof} upon presentation and
surrender of such Bond at the Designated PaymentJTransfer Office of the Payzng
;�� �,.. AgentiRegistrar.
(e) If the date far the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutians in the city where the
Designated Fayment/Transfer Office is located are required or authcarized by law or executive
order ta close, the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal haliday, ar day on which banking institutions are required or authorized
to close, and payinent an such date sha11 have the same force and effect as if made on the original
date payxnent was due and no additional interest shall be due by reason of nanpayment on the
date an which such payment is atherwise stated to be due and payable,
(fl Unclaimed Payments shall be segregated in a special escraw accaunt and held in
trust, uninuested by the Paying Agent/Registrar, far the account af the Owners of the Bonds to
which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, any
Unclaimed Payments remaining unclaimed by the 4wners entitled thereto for three years after
the applicable payment or redemptian date shall be applied to the next payment or payments an
the Bonds thereafter caming due and, to the extent any such money remains after the retirement
af all outstanding Bands, shall be paid ta the City to be used for any lawful purpose. Thereafter,
neither the City, the Paying Agent/Registrar nar any other person shall be liab�e or respansible ta
any C3wners of such Bands far any further payment of such unclaimed moneys or on accaunt of
any such Bonds, subject to Title 6 of the Texas Property Code, any applicabie escheat law or
similar.
Section 3.04. Execution and Re�istration of Bonds.
(a) The Bonds shali be executed on behalf of the City by the Mayor and the City
Secretary, by their manual or facsimile signatures, and the official seal af the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds sha11 have the
same effect as if each af the Bonds had been signed manually and in persan by each of said
afficers, and such facsimile seal on the Bands shall have the same effect as if the official seal of �
the City had been manually impressed upan�ach of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bands ceases to be such officer before the authentication of such Bonds ar before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
far all purpases as if such officer had remained in such affice.
{c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security ar benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying AgentJRegistrar substantially in the form provided herein, duly
authenticated by rnanual execution by an afficer ar duly autharized signatory of the Paying
�,�.; � AgentlRegistrar. It shall not be required that the same afficer or authorized signatory af the
Paying AgentlRegistrar sign the Certificate of Paying AgentlRe,gistrar on aIl of the Bonds. In
,� lieu of the executed Certificate of Paying AgentiRegistrar described above, the Initial Bond
Dallas 977868 1.DOC
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delivered at the Clasing 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 autharized agent, which Certifzcate sha11 be
Y`� T evidence that the Bond has been duly approved by the Attorney General of the State of Texas
and that it is a valid and binding abiigatian of the City, and has been registered by the
Comptroller of Public Accounts of the State of Texas.
(d} 4n the Clasing Date, one Initial Band representing the entire principai amount of
all Bonds, payable in stated instaliments to the initial purchaser, ar its designee, executed
manually ar by facsimile by the Mayor and City Secretary of the City, approved by the Attorney
General, and registered and rnanually signed by Che Comptroller of Public Accounts, will be
delivered to the initial purchaser or its designee. Upon payment for the Initial Bond, the Paying
AgentlRegistrar sha11 cancel the Initial Bond and deliver ta DTC on behalf of the Purchaser one
registered definitive Bond far each year of maturity of the Bonds in the aggregate principal
amount of all Bonds for such maturity, registered in the name of Cede& Co., as norninee of
DTC.
Sectian 3,05. Ownershit�.
(a) The City, the Paying Agen#1Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpase of
rnaking and receiving payment af the principal thereof and redemption premium, if any, therean,
for the further purpose of making and receiving payrnent of the interest thereon, and for all other
purposes (except interest wi11 be paid to the persan in whase name such bond is registered on the
Record Date or Special Record Date, as applicable), whether or nat such Bond is overdue, and
neither the City n6r the Paying AgentlRegistrar shall be baund by any notice or knowledge ta the
contrary.
(b) All payments made to the Owner of a Bond sha11 be valid and effectual and shall
discharge the liability of the City and the Paying AgentlRegistrar upon such Bond to the extent
of the sums paid.
Section 3.06. Registration,Transfer and Exch�ge.
(a} So long as any Bands remain outstanding, the City shall cause the Paying
AgentlRegistrar to keep aC the Designated PaymentlTransfer Office a register (the"Register"} in
which, subject to such reasonable regulations as it may prescribe, the Paying AgentlRegistrar
shall provide for the registration and transfer of Bands in accardance with this Ordinance.
(b) The ownership of a Bond may be transferred only upan the presentatian and
surrender of the Band at the Designated PayrnentlTransfer Office with such endorsement ar
ather evidence af transfer as is acceptable to the Paying AgentlRegistrar. No transfer of any
Bond sha11 be effective until entered in the Register.
«,,:,,
(c) The Bonds shall be exchangeable upon the presentation,and surrender thereof at
the Designated PaymentlTransfer Qffice for a Bond or Bands af the same maturity and interest
��
rate and in any denomination or denominations of any integral multiple of $5,000 and in an
aggregate principal amaunt equal to the unpaid principai amount of the Bonds presented far
Dallas 977868_1.DOC
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exchange. The Paying AgentlRegistrar is hereby autharized ta authenticate and deliver Bonds
exchanged for other Bonds in accordance with this Sectian.
�;mT'� (d} Each exchange Bond delivered by the Paying AgentJRegistrar in accardance with
this Section shall constitute an original cantractual obligation of the City and shall be entitled to
the benefits and security of this t3rdinance to the same extent as the Band or Bonds in lieu af
which such exchange Bond is delivered.
(e) No service charge shall be made to the Owner for the initzal registration,
subsequent transfer, or exchange for a different denamination of any of the Bands. The Paying
AgentlRegistrax, however, may require the Owner to pay a sum sufficient to cover any tax or
other governmental cha�rge that is authorized ta be impased in connection with the registratian,
transfer or exchange of a Band. �
{fl Neither the City nor the Paying AgentlRegistrar shall be required to issue,
transfer, ar exchange aziy Bond called for redemption, in whole or in part, within 45 calendar
days prior ta the date fixed far redemption; provided, however, such limitation shall not be
applicable to an exchange by the 4wner af the uncalled principal balance af a Bond.
Section 3.07. Cancellation.
All Bonds paid or redeemed befare scheduled maturity in accordance with this
Urdinance, and all Bands in lieu af which exchange Bonds or replacement Bonds are
authenticated and delivered in accordance with this Ordinance, shall be cancelled and praper
records shall be made regarding such payment, redemption, exchange or replacement. The
- Paying Agent/R.egistrar shall dispose of cancelled Bands in accordance with the Securities
Exchange Act af 1934. �
Sectian 3.08. Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the praper officers of the City may execute and, upon the City's
request, the Paying AgentlRegistrar shall authenticate and deliver, one or more temporary Bonds
that are printed, iithographed, typewritten, mimeographed ar atherwise produced, in any
denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, withaut coupons, and with such appropriate insertions, amissians, substitutions and
ather variatiozas as the officers of the City executing such temporary Bonds may determine, as
evidenced by their signing of such temparary Bonds.
(b} Unti1 exchanged for Bands in definitive form, such Bands in temporary farm shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying AgentlRegistrar the Bands in definitive form; thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Paying AgentiRegistrar, the Paying
� "� AgentlRegistrar shall cancel the Bonds in temporary form and shall authenticate and deliver in
exchange therefor Bonds af the same maturity and series, in definitive form, in the authorized
'� denaminatian, and in the same aggregate principal amount, as the Bonds in temporary form
I3allas 9'I78b8 I.DC3C
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surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
` � Section 3.Q9. Replacement Bonds.
(a) Upon the presentatian and surrender to the Paying Agent/Registrar af a mutilated
Bond, the Paying AgentlRegistrar shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal arnount, bearing a number not conternporaneously
outstanding. The City or the Paying AgentlRegistrar may require the Owner of such Bond to pay
a sum sufficient to cover any taa�cc or ather governrnental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
�b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying AgentJRegistrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice ar knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement �ond of like tenor and principal amount, bearing a
number not conternporaneously outstanding,provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
AgentlRegistrar to save it and the City harmless;
(iii) pays a11 expenses and charges in connectian therewith, including, but not
� limited ta, printing costs, legal fees, fees af the Paying AgentlRegistrar and any t� ar
other governmental charge that is autharized to be imposed; and
(iv} satisfies any other reasanable requirements imposed by the City and the
Paying AgentlRegistrar.
(c} If, after the delivery of such replacement Band, a bona fide purchaser of the
original $and in lieu of which such replacement Band was issued presents for payrnent such
original Bond, the City and the Paying AgentlRegistrar sha11 be entitled to recover such
replacement Band from the persan to wham it was delivez'ed or any person taking therefrt�m,
except a bona fide purchaser, and shall be entitled ta recover upon the security or indemnity
provided therefor ta the extent of any loss, damage, cost or expense incuned by the City or the
Paying AgentlRe,gistrar in connection therewith.
{d} In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has became or is abaut to became due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
" an original additional contractual obligatio� of the City and shall be entitled to the benefits and
security af this Ordinance ta the same extent as the Bond or Bonds in lieu of which such
�� replacement Bond is delivered.
Da22as 977$6$_I.Dt7C
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Section 3.14. Baok-Entr -y Only System.
(a) Notwithstanding any other pravision hereof, upan initial issuance of the Bands,
�"#'�� the Bonds shall be registered in the name of Cede& Co,, as nominee of DTC. Th.e definitive
Bonds shall be initially issued in the form of a single separate bond for each of the maturities
thereof.
(b) With respect to Bonds registered in the name of Cede& Ca., as nominee of DTC;
the City and the Paying AgentJRegistrar shall have no r�sponsibiiity or obligation to any DTC
Participant or to any person an behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
AgentlRegistrar shali have no responsibility or obligation with respect to (i} the accuracy af the
records of DTC, Cede& Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant ar any other persan, ather than an Owner, as
shown on the Register, of any notice with respect to the Bands, including any notice of
redemption, or (iii) the payment to any DTC Participant ar any other persan, ather than an
4wner, as shown in the Register of any amount with respect to principal of, prernium, if any, or
interest an the Bonds. Notwithstanding any other provision of this Urdinance to the cantrary, the
City and the Paying Agent/Registrar shall be entitled ta treat and consider the person in whase
name eaeh Bond is registered in the Register as the absolute owner af such Bond far the purpase
of payment of principal of, premium, if any, and interest an the Bonds, for the purpose of giving
notices of redemption and other matters with respect to such Bond, for the purpose of registering
transfer with respect ta such Band, and far all other purposes whatsoever. 'The Paying
AgentlRegistrar shall pay all principal of, premium, if any, and interest on the Bands only to or
upan the order af the respective C?wners as shawn in the Register, as provided in this Ordinance,
or their respective attarneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of,
premium, if any, and interest on the Bonds to the extent af the sum ar surns so paid. No person
other than an Owner, as shown in the Register, shall receive a certificate evidencing the
obligation of the City to make payments of amounts due pursuant to this f�rdinance. Upan
delivery by DTC to the Paying AgentlRegistrar of written natice to the effect that DTC has
deterrnined to substitute a new naminee in place of Cede & Co., the ward "Cede& Ca." in this
4rdinance shali refer to such new nominee of DTG.
(c) The Representatians Letter previously executed and delivered by the City, and
applicable to the City's abligations delivered in book-entry-only farm ta DTC as securities
depository, is hereby ratified and approved far the Bonds.
Section 3.11. Successor Securities De�ositorv; Transfer Outside Book-Entrv Only
System•
In the event that the City or the Paying AgentlRegistrar determines that DTC is incapable
af discharging its responsibilities described herein and in the Representations Letter af the City
to DTC, and that it is in the best interest af the beneficial owners of the Bonds that they be able
r�- ,, to obtain certificated Bands, or in the event DTC discontinues the services described herein, the
City shall (i} appoint a successar securities depository, qualified to act as such under
�,� Section 17{a) of the Securities and Exchange Act of 1934, as a.mended, notify DTC and DTC
Dalias 91786$_l.DOC
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Participants of the appointment of such successor securities depository and transfer one ar more
separate Bonds ta such successor securities depository; or {ii} natify DTC and DTC Participants
of the availability through DTC af certificated Bonds and cause the Paying AgentlRegistrar ta
` " transfer one or more separate registered Bonds to DTC Participants having Bands credited to
their DTC accaunts. In such event, the Bands shall no langer be restricted ta being registered in
the Register in the name of Cede& Co., as naminee of DTC, but may be registered irf the name
of the suceessar securities depasitary, or its nominee, or iri whatever na�ne ar names Owners
transferring or exchanging Bands shall designate, in accordance with the pr4visions of this
(�rdinance.
Section 3.12. Pavments to Cede& Ca
Natwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede& Co., as naminee of DTC, all payrnents with respect
ta principal of, premium, if any, and interest on such Bonds, and a11 notices with respect to such
Bonds, sha11 be made and given, respectively, in the mar�ner provided in the Representations
Letter of the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01. Limitatian on Redemption.
The Bonds shall be subject ta redemption before scheduled maturity only as provided in
this Article IV.
Section 4.02. O tip 'onal Redern�tion.
(a) The City reserves the option to redeem Bands maturing on ar�d after August 15,
2016 in whole or any part, before their respective scheduled maturity dates, on February 15,
2015 or on any date thereafter, such redemption date or dates to be f xed by the City, at a price
equal to the principal amaunt of the Bonds called for redemption plus accrued interest to the date
fixed for redernption.
(b) If less than all af the Bonds are to he redeemed pursuant to an optional
redemption, the City sha11 determine the maturity or maturities and the amounts thereof to be
redeemed and sha11 direct the Paying AgentlRegistrar to call by lat the Bands, or partions
thereof, within such maturity or maturities and in such principal amounts for redemption.
(c} The City, at least 45 days befare the redemption date,unless a shorter periad shall
be satisfactory to the Paying AgentlRegistrar, shall notify the 1'aying AgentlRegistrar of such
redemption date and of the principal amount of Bands ta be redeemed.
Section 4.43. Partial Redemption.
(a} A portion of a single Band of a denomination greater than $5,000 may be
��� redeemed, but anly in a principal amount equal to $5,000 or any integral multiple thereo£ If
Dailas 97786$ I.DOC
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# such a Band is to be partially redeemed, the Paying AgentJRegistrar shall treat each $S,OQO
portian of the Bond as though it were a single Bond for purposes of selection for redemption.
"�°'"�" (b} Upon surrender of any Bond for redemption in part, the Paying AgentlRegistrar,
in accordance with Sectian 3.06 of this Ordinance, shall authenticate and deliver an exchange
Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond sa
surrendered, such exchange being without charge.
(c) The Paying AgentlRegistrar shall promptly notify the City in writing o£ the
principal amount ta be redeemed af any Bond as to which anly a portian thereof is to be
redeemed.
Sectian 4.04. Notice of Redemption to Clwners.
(a) The Payin� AgentlRe,gistrar shall give notice af any redemption of Bonds by
sending notice by first class United States mail, postage prepaid, not less than 30 days befare the
date fixed for redemptian, to the Ctwner of each Bond (or part therea�} ta be redeemed, at the
address shown on the Register at the close of business on the Business Day next preceding the
date of mailing such notice.
(b} The notice shall state the redemptian date, the redemption price, the place at
which the Bonds are to be surrendered for payrnent, and, if less than all the Bonds outstanding
are to be redeemed, an identificatian af the Bonds or portions thereof to be redeemed.
{c} � Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
Section 4.05. Payment Upon Redemption.
(a} Before ar an each redemption date, the City shall deposit with the Paying
AgentlRegistrar rnoney sufficient ta pay all amounts due on the redemption date and the Paying
AgentlRegistrar shall make provision for the payment of the Bands ta be redeerned on such date
by setting aside and holding in trust such amounts as are received by the Paying AgentlRegistrar
from the City and shali use such funds salely for the purpose of paying the principal of,
redemption prernium, if any, and accrued interest on the Bonds being redeerned.
(b) Upon presentation and surrender of any Band ealled for redemption at the
Designated Payment/Transfer 4ffice on or after the date fixed for redernption, the Payi.ng
Agent/Registrar sha11 pay the principal af, redernption premium, if any, and accrued in�erest an
such Band to Yhe date af redemption fram the money set aside far such purpose.
Sectian 4.Q6. Effect of Redernation.
(a) Notice af redemption having been given as pravided in Sectian 4.04 of this
C}rdinance, the Bonds ar portians thereaf called for redemption shall become due a.nd payable on
�� a the date fixed far redemption and, unless the City defaults in its abligation to make provision far
the payment of the principal thereof, redemptian premium, if any, or accrued interest thereon,
;���
Dallas 97"1868_l.11QC
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such Bonds or portians thereof shall cease ta bear interest fram and after the date fixed for
redemption, whether or not such Bonds are presented and surrendered for payment on such date.
�"� (b} If the City shall faii to make provisian for payment of a11 sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated an the Bond until due provision is made for the payment of satne by the
City.
ARTICLE V
PAYING AGENTIREGISTRAR
Section 5.01. Apnointment of Initial Paying AgentlRe isg trar.
JPMorgan Chase Bank, Nationai Assaciation, Dallas, Texas, is hereby appainted as the
initial Paying AgentlRegistrar far the Bonds.
Section 5.02, Qualifications.
Each Paying AgenttRegistrar shall be a commercial bank, a trust company arganized
under the laws af the State af Texas, or any other entity duly qualified and legally authorized to
serve as and perforrn the duties and services of paying agent and registrar for the Bonds.
Section 5.03. Maintainin�Paving Ag,ent/Registrar.
_ (a} At all times while any Bands are outstanding, the Gity will maintain a Paying
AgentlRegistrar that is qualified under Sectian 5.02 of this Ordinance. The Mayar is hereby
authorized and directed ta execute an agreement (the "Paying AgentlRegistrar AgreemenY'), in
the form presented at this meeting, with the Paying Agent/Registrar specifying the duties and
responsibilities af the City and the Paying Agent/Registrar. The signature of the Mayor sha1l be
attested by the City Secretary of the City.
(b) If the Paying AgentlRegistrar resigns or ntherwise ceases to serve as such, the
City will promptly appoint a replacement.
Sectian 5.04. Terrnination.
The City, upon not less than 60 days notice, reseroes the right to terminate the
appointment of any Paying AgentlRegistrar by delivering to the entity whose appointrnent is to
be terminated written notice af'such terminatian.
Section 5.05. Notice of Chan�e to C►wners.
Pramptly upfln each change in the entity serving as Paying Agent(Registrar, the City will
cause notice of the chang� to be sent ta each Owner by first class United States maii, postage
.��; prepaid, at the address in the Register, stating the effective date of the change and the narne and
mailing address of the replacement Paying AgentJRegistrar.
��
Dallas 9'77&68_i.IX7C
-16-
a Section 5.06. A�reement ta Perform Duties and Functions.
By acceptin,g the appointment as Paying Agent/Registrar and executing the Paying
� AgentlRegistrar Agreement, the Payiz�g AgentlRegistrar is deemed ta have agr�ed to the
provisians af this Ordinance and that it will perform the duties and functions of Paying
Agent/Registrar prescribed thereby.
Section 5.47. Delivery of Records to Successar.
If a Paying AgentlRegistrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment af the successor, will deliver the Register �ar a copy thereo� and all other pertinent
books and records relating ta the Bonds to the successor Paying AgendRegistrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Forrn Generallv.
(a) The Bonds, including the Registration Certificate of the Comptralier af Public
Accounts of the State of Texas, the Certificate af the Paying Agent/Registrar, and the
Assignment form to appear on each of the Bonds, (i} shall be substaratially in the farm set farth in
this Article, with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance, and (ii) m�y have such letters, numbers, ar other marks
of identification (including identifying numbers and letters of the Comrnittee on Unifartn
� Securities Identification Procedures of the American Bankers Association) and such Iegends and
endorsements (including any reproduction af an opinion of counse2) thereon as, consistently
herewith, may be deterrnined by the City or by the officers executing such Bonds, as evidenced
by their execution thereo£
(b) Any portion of the text af any Bands may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shatl be typewritten, photocapied, printed, lithagraphed, or
engraved, and may be produced by any cambination af these methads ar produced in at�y other
similar manner, all as determined by the officers executing such Bonds, as evidenced by their
executian thereof.
(d} The Initial Band submitted ta the Attarney General of the State af Texas may be
typewritten and photocopied or atherwise reprodu�ed.
Sectian 6.02. Form of the Bonds.
The form of the Bond, including the form af the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
� � AgentlRegistrar and the form af Assignment appearing on the Bonds, shall be substantially as
follows:
�
Dallas 977868_I.DC3C
-17-
{a} Form of Band.
k�;�
REGISTERED R.EGISTERED
No. $
United States af America
State of Texas
Caunty of Tarrant
CITY(7F GRAPEVINE, TEXAS
COMBINATION TAX AND TAX INCREMENT REINVESTMENT
ZC?NE REVENUE REFUNI7ING BQNl?
SERIES 2005A
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:
% February 15, June 15, 2005
The City of Grapevine (the "City"}, in the Caunty af Tarrant, State of Texas, far value
received,hereby promises ta pay to
or registered assigns, on the Maturity Date specified above,the sum of
DQLLARS
unless this Bond shall have been soaner called for redemption and the payment of the principal
hereaf shall have been paid or provided for, and to pay interest on such principal amount from
the later of the Bond Date specified above or the most recent interest payment date to which
interest has been paid ar provided for until payment of such principal amount has been paid or
provided for, at the per azlnum rate af interest specified above, computed on the basis of a 360-
day year of twelve 30-day rnonths, such interest to be paid semiannually an February 15 and
August I S of each year, commencing August 15, 2QQ5.
The principal of this Bond shall be payable without exchange or callection charges in
lawful money of the United States of America upan presentation and sunender af this Bond at
the designated office in Dallas, Texas (the"Designated Payment/Transfer �ffice"), af JPIVIorgan
Chase Bank, National Associatzon, as initial Paying AgentlRegistrar, ar, with respect to a
successor paying agentlregistrar, at the Designated PaymentlTransfer O#fice of such successor.
Interest on this Bond is payable by check dated as of the interest payment date, and will be
mailed by the Paying AgentlRegistrar to the registered awner at the address shown on the
registration books kept by the Paying AgentiRegistrar or by such ather custamary banking
arrangernent acceptable to the Paying AgentlRegistrar and the registered owner; pravided,
however, such registered owner shall bear a11 risk and expense of such other banking
�}""` arrangement. At the option of the Owner of at least $1,000,000 principal amount af the Bonds,
interest may be paid by wire transfer to the bank accaunt of such C}wner on file with the Paying
�� AgentlRegistrar. For the purpose of the payment af interest on this Bond, the registered owner
Dailas 977$6$ I.DOC
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shall be the person in whose name tkus Bond is registered at the close af business on the"Record
� Date," which shail be the last Business Day af the month next preceding such interest payment
date; provided, however, in the event of nonpayrnent af interest on a scheduled payment date and
"``"``�° for 34 days thereafter, a new record date far such interest payment (a "Special Record Date"}
shall be established by the Paying AgentlRegistrar, if and when funds for the payment of such '
interest have been received from the Clty. NOtiG� 4f t�l� Special Record Date and of the
scheduled payment date af the past due interest (the"Special Payment Date,"which date shall be
15 days after the Special Recard Date) sha11 be sent at least five Business Days priar to the
Special Recard Date by United States mail, first class, postage prepaid, ta the address of each
Owner af a Bond appearing on the books af the Paying AgentlRegistrar at the close af business
on the last Business Day next preceding the date of mailing of such notice.
If the date for the payment af the pz-incipal of or interest on this Bond shall be a Saturday,
Sunday, Iega1 holiday, ar day on which banking institutions in the city where the I7esignated
Fayrnent/Transfer Office is located are required or authorized by law or executive order to close,
the date for such payment sha11 be the next succeeding day which is not a Saturday, Sunday,
legal haliday, or day on which banking institutions are requirecl ar autharized to close, and
payment on such date sha11 have the same force and effect as if made on the original date
payment was due and na additional interest shall be due by reason of nonpayment on the date on
which such payment is otherwise stated ta be due and payable. -
This Band is one of a series of fully registered bonds specified in the title hereaf issued in
the aggregate principal amount of $23,755,000 (herein referred to as the "Bonds"), issued
pursuant to a certain ordinance of the City{the "Ordinance"} for the purpase of providing funds
ta refund certain outstanding abligations of the City, and ta pay the costs of issuing the Bonds,
The City has reserved the option to redeem the Bands maturing an or after August 15,
2Q16, in whale ar in part,befare their respective scheduled maturity dates, on February 15, 2Q15,
or on any date thereafter, at a price equal to the principal amount of the Bonds so called for
redemption p�us accrued interest ta the date fixed for redemption. If less than all of the Bonds
are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof
to be redeemed and shall direct the Paying AgentlRegistrar to call by lot or other customary
method that results in a random selectian the Bonds, or portions thereof, within such maturity
and in such principal amounts, for redemptian.
Notice of such redemption or redemptians shall be given by first class mail, postage
prepaid, not less than 30 days befare the date fixed for redemption, to the registered owner of
each af the Bonds ta be redeemed in whole ar in part. Notice having been so given, the Bonds or
portions thereof designated for redernption shall become due and payable on the redemption date
specified in such notice; fram and after such date, notwithstanding that any of the Bonds or
portions thereof sa called for redemption shall not have been surrendered for payment, interest
an such Bonds or partians thereof shall cease to accrue.
As pravided in the Ordinance, and subject to certain limitations therein set forth, this
,��,� Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer
C}ffice with such endaarsement or other evidence of transfer as is acceptable to the Paying
, Agent/R.egistrar; thereupon, ane or more new fuliy registered Bonds of the same stated maturity,
Dallas 977868 1.D(7C
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af authorized denominations, bearing the same rate of interest, and far the same aggregate
° principal amount�vill be issued to the designated transferee or transferees.
k,.� Neither the City nor the Paying AgentlRegistrar sha11 be required to issue, transfer or
exchange any Bond called far redemption where such redemption is scheduled to occur within
4S calendar days af tlae date fixed for redemption; provided, however, such limitation shall not
be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond.
'I`he City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose af receiving payment as herein
provided (except interest shall be paicl ta the person in whose name this Bond is.registered ar�the
Record Date) and for a11 other purposes, whether or not this Bond be averdue, and neither the
City nor the Paying AgentlRegistrar shall be affected by notice ta the contrary.
IT IS HEREBY CERTIFIED AND RECITEI3 that the issuance of this Bond and the
series af which it is a part is duly authorized by law; that all acts, cozaditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due tirne, form and maauier, as required by law; and that ad
va2orem taxes upan a11 taa�able property in the City have been levied for and pledged to the
payment of the debt service requirernents of the Bonds, within the limit prescribed by law; that
when so coliected; such #axes shall be appropriated to such purpose; and that the total
indebtedness of the City, including the Bonds, does not exceed any constitutional or statutory �
Iimitatian.
IN WITNESS V�JHEREaF, the City has caused this Bond to be executed by t1�e manual
ar facsirnile signature of the Mayar of the City and countersigned by the manual or facsirnile
signature of the City Secretary of the City, and the official seal af the City has been duly
impressed or placed in facsimile on this Bond.
City Secretary, Mayar,
City of Grapevine, Texas City af Grapevine,Texas
[SEAL]
k.:. �
��
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(b) Form of Comptroller's Re�stration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive
� F Bonds if such certificate on the Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
I hereby certify that theie 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 Bond has been examined by him as required
by law, that he finds that it has been issued in conformity with the Constitution and laws of the
State of Texas; and that it is a valid and binding obligation of the City of Grapevine, Texas, and
that this Bond 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
� [SEALj
(c) Form of Certificate of Paving A ent/Registrar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if tlie executed Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Bond of this series of
bonds was approved by the Attorney General of the�State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas, and that this is one of the Bonds referred
to in the within-mentioned Ordinance.
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,
as Paying Agent/Registrar
Dated: By;
Authorized Signatory
�
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(d) Form of Assi� ent.
ASSIGNMENT
���,�
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: 1 the within Bond and all
rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registratiori hereof, with full power of
substitution in the premises. �
Dated:
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular and must
be guaranteed in a manner acceptable to the
Paying AgentlRegistrar.
. Signature Guaranteed By:
Authorized Signatory
(e) The Initial Bond shall be in the form set forth in paragraphs (a) through(d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below"and the wards "CUSIP NUMBER:"shall be deleted;
(ii) in the first paragraph of the Bond, the words "on the Maturity Date
specified above" shall be deleted and the following will be inserted: "on February 15 in
. each of the years, in the principal installments and bearing interest at the per annum rates
in accordance with the following schedule:
Years Principal Installments Interest Rates
(Information to be inserted from
�.�,,:� schedule in Section 3.02 of this Ordinance)
��
(iii) the Initial Bond shall be numbered T-1.
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Section 6.03. CUSIP Re�istratian.
The City may secure identification numbers through the CUSIP Service Bureau Division
�4 of Standard&Poox's Ct�rporation,New York,New York, ar�d may authorize the printing c�f such
numbers on the face af the Bonds. It is expressly provided, however, that the presence or
absence of CUSIP numbers an the Bonds sha11 be of no significance or effect as regards the
legality t�iereof and neither the City nor the attarneys approving said Bonds as to legality are to
be held responsible for CUSIP numbers incorrectly printed on the Bonds,
Section 6,04. Le�al Opinion.
The approving legal apinian of Vinson& Elkins L.L.P., Band Gounsel, may b� printed
on the reverse side of or attached to each Bond over the certification of the City Secretary af the
City, which may be executed in facsimile.
Sectian 6.05. Statement of Insurance:
A statement relating to a municipal bond insurance policy, if any, to be issued for the
Bonds may be printed on or attached to each Band.
� AIZTZCLE VII �
SALE AND DELIVERY CJF Bt�NDS,DEPQSIT OF�'ROCEEDS
Sectian 7.01. Sale of Bonds Official Statement.
{a) The Bonds are hereby o�ciaily soid and awarded and sha11 be delivered to the
Underwriters, in accordance with the t�rms and provisions af that certain $ond Purchase
Agreement relating to the Bonds between the City and the Ilndez•writers and dated the date of the
passage of this Ordinance. The forrn and content of such Bond Purchase Agreement are hereby
approved, and the Mayor is hereby authorized and directed to execute and deliver, and the City
Secretary is hereby authorized and directed to attest, suck� Bond Purchase Agreement. It is
hereby officially found, determined and declareci that the terms of this sale are the most
advantageous reasonably obtainable. The Bands shall initially be registered in the name of
Southwest Securities, Inc. or its designee.
{b} The form and substance of the Preliminary 4ff cial Statement for the Bonds dated
Ju�e 1 Q, 2005, as amended, and any addenda, supplement or amendment thereto (the
"Preliminary C?fficial Statement"}, and the final Ufficial Statement {the "Official Statement"}
presented to and cansidered at this meeting, are hereby in a11 respects approved and adapted, and
the Preliminary Official Statement is hereby deemed final as of its date{except for the omissian
of pricing and related information) within the meaning and for the purposes of paragraph (b)(1)
of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The Mayar of the City
is hereby authorized and directed to execute the Official Statement and deliver appropriate
numbers af copies ihereaf to the Underwriters. The 4fficial Statement as thus approved,
��,,� executed and delivered, with such appropriate va�iations as shall be approved by the Mayar of
the City and the LTnderwriters, may be used by the TJnderwriters in the public affering of the
Bonds and the sale thereof. The City Secretary is hereby authorized and directed to include and
Dallas 977$6&_1.DOC
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maintain a copy af the Official Statement and any addenda, supplement or amendment thereto
. thus approved among the permanent records af this meeting. The use and distributzon of the
Prelinninary Official Statement for the Bonds in the preliminary public off`ering of th� Bonds by
�>„� the Underwriters are hereby ratified, approved and confirmed.
{c� All officers of the City are authorized ta execute such documents, certzficates and
receipts, and to make such elections with respect ta the taa�-ex�npt status of Bonds, as they rnay
deem appropriate in arder to consummate the delivery af �e Bonds in accordance with the
provisions and terms of sale therefor.
(d) The obligation of the Underwriters ta accept delivery of the Bonds is subject to
such purchaser being fi.irnished with the final, approving opinian of Vinson& Elkins L.L.P.,
band counsel for the City, which opinion shall be dated and delivered the Closing Date.
Section 7.42. Control and Delivery o£Bonds.
(a} The Mayor of the City is hereby autharized to have control af the Initial Bond and
all necessary records and praceedings pertaining thereto pending investigation, examination and
approval of the Attorney General af the State af Texas, registration by the Comptroller of Public
Accounts of the State and xegistration with, and initial exchange or transfer by, the Paying
Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bands
shall be made to t.he initial purchasers th�reof under and subject to the general supervision and
directian of the Mayor, against receipt by the City af all amaunts due to the City under the terms
af sale.
� ., �
(c) In the event the Mayor or City Secretary is absent or atherwise unable to execute
any document or take any action authorized herein, the Mayor Pra Tem and the Assistant City
Secretary, respectively, shall be authorized to execute such docurnents and take such actions, and
the performance of such cluties by the Mayor Pra Tem and the Assistant City Secre#ary sha11 far
the purposes of this Ordinance have the same force and effect as if such duties were performed
by tlre Mayar and City Secretary,r8speetively.
Section 7.03. Deposit of Proceeds.
C}n the Closing Date, the City shall cause the proceeds from the sale af the Bonds to be
deposited as follows:
(a) All amounts received on the Closing Date as accrued interest and premium, if
any, on the Bonds fram the Bond Date ta the Clasing Date sha11 be depasited to the Interest and
Sinking Fund. '
(b) $24,805,Q00.01 of the praceeds of the Bonds shall be deposited to the Escrow
Fund and shall be applied in accordar�ce with the Escraw Agreement.
� (c) An amount equal to $2Q9,988.19 shall be:deposited as directed by the Director of
Finance and used to pay the costs and expenses pertaining to the issuance of the Bonds,
,�.,,..�
Da11as 977$68_1.DOC.
• -24-
including bond insurance premium. To the extent any of such sum is not used for such purpose,
such excess shall be deposited to the Interest and Sinking Fund.
=.-,.� Section 7.04. Securitv of Funds.
All moneys on deposit in funds referred to in this Ordinance shall be secured in the
manner and to the fullest extent required by the laws of the State of Texas for the security of
public funds and moneys on deposit in such funds shall be used only for the purposes permitted
by this Ordinance.
ARTICLE VIII
INVESTMENTS
Section 8.01: Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance, at the option
of the City, may be invested in such securities or obligations as permitted under applicable law
as in effect on the date of the investment.
(b) Any securities or obligations in which money in the Interest and Sinking Fund is
so invested shall be kept and held in trust for the benefit of the Qwners 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 Ir�terest and Sinking Fund.
Section 8.02. Investment Income.
(a) Interest and income derived from investment of the Interest and Sinking Fund
shall be credited to such Fund.
(b) The investment and application of money in the Escrow Fund shall be in �
accordance with the provisions of the Escrow Agreement.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the
Interest and Sinking Fund, money sufficient to pay such interest on,principal of; and redemption
premium, if any, on the Bonds as will'accrue ar mature on the applicable Interest Payinent Date,
maturity date or date of prior redemption if any.
�
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Section 9.02. Other Representations and Gavenants.
(a) The City will faithfully perform at all times any and a11 covenants, undertakings,
,.�:.,� stipulations, and pzavisians contained in this C}rdinance and in each Bond;the City will pramptly
pay or cause to be paid the principal of, redemption premium, if any, and interest on each Bond
on the dates and at the places a.nd manner prescribed in such Bond; and the City will, at the times �
and in the manner prescribed by this Ordinance, deposit or cause to be deposited the atnounts of
money speci�ed by this Ordinance,
(b} The City is duly authorized under the laws of the State of Texas to issue the
Bonds; all action on its part for the creation and issuance of the Bonds has been duly and
effectively taken; and the Bonds in the hands af the Owners thereof are and wiil be valid and
enforceable obligations af the City in accordance with their terms.
Sectian 9.03. Provisians Cancerning Federal Income Tax Exclusion. �
The City intends that the interest an the Bonds sha11 be excludab�e from gross income for
purposes of federal income tax purposes pursuant to sectians 103 and 141 thraugh 150 of the
Cade and the applicable Incorne Tax Regulations promulgated thereunder (the "Regulations"}.
The City covenants and agrees not to take any action, or knowingly omit to take azay action
within its confirol, that if taken or omitted, respectively, wauld cause the interest on the Bonds to
be includable in gross income, as defined in section 61 of the Code, for purpases of federal
income taxatian. In particular, the City covenants and agrees ta comply with each requireznent
of this Article IX; provided, however, that the City shall not be required to camply with any
particular requirement af this Article IX if the City has received an opinion of nationally
recognized band counsel ("Counsel's Opinian") that such noncompliance will nat adverse�y
affect the exclusian from gross incarne far federal income tax purposes of interest on ihe Bands
or if the City has received a Counsel's Opinian to the effect that campliance with some other
requirement set forth in this Article IX will satisfy the applica�le requirements af the Code and
the Regulations, it� which case carnpliance with such other requirement specified in such
Counsel's Opinion sha1l constitute compliance with the correspanding reqiairement specified,in
this Article IX.
Section 9.04. Na Private Use or Pavment and No Private Loan Financing. �
The City shall certify, through an authorized officer, employee or agent, that, based upon
all facts and estimates known ar reasonably expected ta be in existence on the date the Bonds are
delivered, that the proceeds of the It.efunded Obligations have not been used and the proceeds of
the Bonds wi11 not be used in a matlner that would cause the Bonds to be"private activity bonds"
within the rneaning of section 141 of the Code and the Regulations promulgated thereunder.
Moreover;the City cavenants and agrees that it will make such use of the proceeds af the Bands
and the Refunded Obligations, including interest or ather investment income derived from Bond
proceeds, regulate the use of property financed, directly or indirectly, with such proeeeds, and
take such other and further action as may be required so that the bonds will nat be "private
activity bonds"within the meaning of section 141 of the Code and the Reguiations promulgated
_ thereunder.
�
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Section 9.05. No Federal Guarantv.
The City covenants and agrees not to take any action, or knowingly amit to take any
�,,_.,� action or knowingly omit to take any action within its control, that, if taken or omitted;
respectively, would cause the Bonds to be "federally guaaranteed" within tl�e meaning af section
149�b) of the Code and the applicable Regulations thereunder, except as permitted by section
149(b)(3) of the Cade and such Regulations.
Section 9.06. Bonds are nat Hed�e Bands.
The City covenants and agrees not ta take any action, or knowingly arnit ta take any
action, and has nat knowingly omitted and will not knowingly omit to take any action, within its
cantrol, that, if taken ar omitted, resp�ctively, would cause the Bands to be "hedge bands"
wxthin the meaning of section 149(g) of the Code and the applicable Regulations thereunder.
Section 9.q7. Na-Arbitra�e Covenant:
The City shall certify, through an. autharized officer, employee or agent, that,based upon
a1I facts and estimates knawn or reasonably expected ta be in exzstence an the date the Bonds are
delivered, the City will reasonably expect that the pxoceeds of the Bonds will nat be used in a
manner that wauld cause the Bonds ta be"arbitrage bonds"within the meaning af sectian 14${a}
af the Code and the applicable Regulations thereunder. Moreover, the City covenants and agrees
that it wili make such use of the proceeds af the Bonds including interest ar other investrnent
income derived frarn Bond proceeds, regulate investments of proceeds of the Bands, and take
such other and further actian as may be required so that the Bonds will not be "arbitrage bonds"
within the meaning of sectian 14$(a) of the Code and the applicabl� Regulatians promulgated
thereunder.
Sectzon 9.08. Arbitra�e Rebate.
� If the City daes not qualify far an exception to the requirements of Sectian 148(#} of the
Code, t�ie City wi11 take all necessary steps to comply with the requirernent that certain amaunts
earned by the City on the investment of the "gross proceeds" of the Bonds {within the meaning
of section 148(fl(6)(B) of the Code), be rebated to the federal government. Specifically, the City
will {i) rnainfiazn records regazding the investment of the gross praceeds of the Bonds as may be
required to calculate the amount earned on the investment of the gross praceeds of the Bonds ,
separateiy from records of amounts on deposit in the funds and accaunts of the City allocable to
other bond issue af the City or moneys which do nat represent gross proceeds of any bonds of
the City, {ii) calculate at such times as are required by applicable Regulations, the amount earned
fram the investment of the gross proceeds of the Bonds which is required to be rebated ta the
federal government, and {iii) pay, nat less a#ten than every fifth anniversary date of the delivery
of the Bonds or on such other dates as may be permitted under applicable Regulations, all
amounts required ta be rebated to the federal government. Further, the City wi11 nat indireetiy
pay any amount otherwise payable to the federal government pursuant to the faregoing
requiretnents to any persan i�ther than the federal government by entering into any investrnent
��,m¢ ararangement with xespect to the grass praceeds of the Bonds that might result in a reduction in
the amount required to be paid to the federal government because such arrangement resuits in a
�::�
Dallas 977868_1.DOC
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srnaller profit or a larger loss than would have resuited if the arrangement had been at arm's
length and had the yield on the issue not been relevant to either party.
,, Sectian 9.09. Infarmatian Reportzn�.
The City covenants and agrees to fi1e or cause to be filed with the 5ecretary of the
Treasury, nat later than the 1 Sth day of the secand calendar manth after the close of the calendar
quarter in which the Bonds are issued, an information stateme�t concerning the Bonds, all under
and in accordance with section 149(e) of the Cade and the Regulations promulgated thereunder.
. Section 9.10. Continuing Obli�ation.
Notwithstanding any other provision of this Ordinance, the Gity's obligations under the
covenants and provisions of this Article I� shall survive the defeasance and discharge of the
Bonds.
ARTICLE X
DEFAULT AND REMEDiES
Section 10.0 i. Events of Default.
Each of the follpwing occ�arrences ar events far the purpose of this Ordinance is hereby
declared to be an Event of Default:
(i) the failure to rnake payment of the principal of, redemption prerniurn, if
any, or interest on any of the Bonds when the same becomes due and payable; or
{ii} default in the pezfarmance or observance of a.ny other covenant,
agreernent or obligation of the City, which default materially and adversely affects the
rights of the Owners, includ'zng b�t not limited ta, their praspect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of 60 days after
notice of such default is given by any Qwner to the City.
Section 10.Q�. Remedies for Default.
(a) Upon the happening of any Event of Default, then any Owner or an authorized
representative thereof, inaluding but not limited to, a trustee or trustees therefor, may proceed
against the Gity for the purpose of protecting and enforcing the rights of the Owr�ers 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 la-w, including ,the specific
performance af any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any right af the Owners hereunder ar any combination of
such remedies.
(b) It is provided that aII such proceedings shall be instituted and maintained for the
' equal benefit of all C?wners of Bonds then autstanding.
� r �
n�n�9��s�s i.noc
- -28-
Section 10.03. Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other
�_-� available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the.right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
ARTICLE XI
DISCHARGE
Section 11.01. Dischar�e.
The Bonds may be defeased, refunded and discharged in any manner permitted by
applicable law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01. Annual Reports.
(a) The City shall provide annually to each NRMSIR and to any SID, within six (6)
months after the end of each fiscal year, financial information and operating data with respect to
the City of the general type included in the final Official Statement, being the information
described in Exhibit A hereto. Any financial statements so to be provided shall be(i)prepared in
accordance with the accounting principles described in Exhibit A hereto, and (ii} audited, if the
City comxnissions an audit of such statements and the audit is completed within the period during
which.they must be provided. If the audit of such financial statements is not complete within
such period, then the City shall provide notice that audited financial statements are not available
and shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR
and any SID, The City shall provide audited financial statements for the applicable fiscal year to
each NRMSIR and to any SID. Thereafter, when and if audited financial statements become
available, the City shall provide such audited financial statements as required to each NRMSIR
and to any SID.
(b) If the City changes its fiscal year, it will notify each NRMSIR and any SID of the
change (and of the date of the new fiscal year end) prior to the next date by which the City
otherwise would be required to provide financial information and oper�ting data pursuant to this
Section.
,�s,,� .
(c) The f nancial information and operating data to be provided pursuant to this
��
Section may be set forth in full in one or more documents or may be included by specific
Dallas 977868 1.DOC
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reference to any document (including an official statement or other offering document, if it is
available from the MSRB} that theretofore has been provided to each NRMSIR and any SID or
filed with the SEC.
Section 12.02. Material Event Notices.
(a) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
mariner, of any of the following events with respect to the Bonds, if such event is material within
the meaning of the federal securities laws:
(i) principal and interest payment delinquencies;
(ii) nonpayment related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) substitution of credit or liquidity providers, or their failure to perforrn;
(vi) adverse tax opinions or events affecting the tax exempt status of the
Bonds;
(vii) modifications to rights of Owners;
(viii) bond calls;
(ix) defeasance;
(x) release, substitution, or sale of property securing repayment of the Bonds;
and
(xi) rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner, of any failure by the City to provide financial information or operating data in
accordance with Section 12.01 of this Ordinance by the time required by such Section.
Section I2.03. Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an "obligated person" with
respect to the Bonds within the meaning of the Rule, except that the City in any event will give
notice of any deposit made in accordance with Article XI that causes Bonds no longer to be
�.. � outstanding.
�
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. (b) The provisions of this Article are for the sale benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any otherpersan� The City undertakes to
� � pravide oniy the financial informatian, opera�ing data, financial statements, �T1C� TIOtIC�S W�i1G�i 1�
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other infarmation t�at may be relevant or material to a complete presentation of the City's
financial results, condition, ar prospects or hereby undertake ta update any informatian provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty cancerning such information or its usefulness to a
deciszon ta invest in or sell Bonds at any future date.
UNDER NQ CIRGUNISTANCES SHALL THE CITY BE LIABLE TQ THE QWNER
QR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTR.ACT OR
TORT, F4R DAMAG�S RESULTING iN WHOLE QR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
CQVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT ANL? REMEDY QF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF AI�7Y SUCH
BREACH SHALL BE LIMITED T4 AN ACTION FQR MANDAMUS OR SPECIFIC
PERFQRMANCE.
(c) Na default by the City in observing or perfarrning its obligations under this
Article shall comprise a breach of or default under the Ordinance for purposes of any other
provisiaris af this Ordinance.
(d) Nothing in this Article is intended ar shall act to disclaim, waive, or atherwise
limit the duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time ta time to
adapt ta changed circumstances that arise from a change in legal requirements, a change in law,
ar a change in the identity, nature, status, or type of operatior�s of tl�e City, but only if(i) the �
provisions of this Article, as so amended, wauld ha�ve permitted an underwriter to puarchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments ar interpretations of the Rule to the date of such annendment; as wetl as such
changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal
amount(or any greater amount required by any other provisions of this Ordinance fhat authorizes
such an amendment) of tlie autstanding Bonds consent to such amendment or (B} an entity or
individual a person that is unaffiliated with the City(such as nationally recagnized bond counsel)
determines that such amendment will not materially impair the interests af the Owners and
beneficial owners of the Bonds. If the City so amends the provisians of this Article, it shall
inelude with any arnended financial informatian or aperating data next provided in accordance
with Section 12.01 an explanation, in narrative form, of the reasons for the amendment and of ,
the impact of any change in the type of financial information or operating data so provided.
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Dallas 977868_1.DOC
-31-
ARTICLE XIII
REDEMPTION OF OBLICATIONS; APPROVAL OF ESCROW AGREEMENT;
�:z�� PURCHASE 4F ESCRQV�ED SECURITIES
Section 13.01.Redemption of Refunded Qbii at�ions.
(a) The Refiznded Obligations are hereby called far redemption on the dates, izz the
principal amounts and at a redemption price equal to the principal arnount thereof plus interest
accrued thereon ta the redemption date a11 as set fortt�on Schedule I hereto,
, (b) The City Secretary is hereby authorized and directed to cause a copy of this
{�rdinance ta be delivered to each paying agendregistrar far the Refu.nded,(Jbligations the
delivery of which shall constitute natice of redemption and notice of defeasance to such paying
agentJregistrar.
Section 13.Q2: Subscriptian of Federal Securities.
The Mayar and the Director of Finance, either ar both, are hereby autharized ta make .
necessary arrangements for the purchase of the Federal Securities referenced in the Escrow
Agreement, as may be necessary for the Escrow Fund and the applicatifln for the acquisition of
the Federal Securities is hereby approved and ratified.
Section 13.Q3. A,�proval of Escrow A�reement.
The Escraw Agreement, in substantially the forrn presented at this meeting, and its
" execution and delivery by the Mayar is hereby authorized and approved. The signature of the
Mayor shall be attested by the City Secretary. Following the deposits ta the Escrow Fund as
herein specified, the Refunded Obligations shall be payable solely frQm and secured by such
deposits and shall not be payable from ad valorem taxes or Pledged Revenues.
Sectian 13:04. Notice of Deposit.
Each paying agent/re,gistrar for the Refunded Obligations is hereby autharized and
directed ta give notice of depasit with respect to the Refunded Obliga�ions as required under the
ordinance pursuant to which the Refunded Obligations were issued.
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Dallas 977868_1.DQC
—�2—
FINALLY PASSED, APPROVED AND EFFECTIVE THIS JUNE 21, 2005.
Mayor, City of Grapevine, Texas
ATTEST:
City Se etary
City of Grapevine, Texas
[SEAL]
APPROVED AS TO FORM:
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Cit Attorney, City of Grapevi , ex s
Signature Page for Bond Ordinance
��
SCHEDULEI
SCHEDULE OF REFUNDED OBLIGATIONS
Combination Tax and Tax Increment Reinvestment Zone Revenue Certificates of Obligation, Series 2000
Maturity Principal Principal
� Ori¢inal Dated Date Date Interest Rate Amount Amount
06/O1/2000 08/15/2005 7.000°/a $ 730,000 $ 285,000
08/15/2006 7.000% 770,000 770,000
08/15/2007 7.000% 820,000 820,000
08/15/2016 SJ00°/a 1,380,000 1,380,000
08/15/2017 5.750% 1,465,000 1,465,000
08/15/2018 5.750% 1,550,000 1,550,000
08/15/2019 5.800% 1,645,000 1,645,000
08/15/2020 5.800% 1,745,000 1,745,000
08/15/2021 5.800% 1,850,000 1,850,000
*** *** *** ***
08/15/2024�1� 5.875% 6,235,000 6,235,000
*** *** *** *�*
08/15/2026�2� 5.875% 4,810.000 4.810,000
$23,000,000 $22,555,000
The 2005-2007 maturities will be redeemed at maturity.
The 2016-2021,2024 and 2026 maturities will be redeemed prior to original maturity on August 15,2010 at paz.
�l� Represents term bonds maturing 08/15/2022,OS/15/2023 and 08/IS/2024. '
�2� Represents term bonds maturing 08/15/2Q25 and 08/15/2026.
S-I-1
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
'The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Article are as specif ed (and included in the Appendix or other
headings of the Official Statement referred to)below:
1. The portions of the financial statements of the City appended to the Official
Statement as Appendix B,but for the most recently concluded fiscal year.
2. Statistical and financial data set forth in Tables numbered 1 through 6 and 8
through 15.
Accounting Principles
The accounting principles referred to in such Article are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.
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Dallas 977868_1.AOC
A-1
MINtTTES AND CERTIFICATiON PERTAINING T(3
� PASSAGE 4F A C3RDINANGE
STATE(�F TEXAS §
CC?UNTIES C1F TARRANT §
CITY OF GRAPEVINE § �
On the 21st day of Jwae, .2005, the City Council of the City of Grapevine, Texas,
convened in a regular meeting at the regular meeting place thereaf,the meeting being open ta tha
public and notice of said meeting, givi.ng the date,place and subject thereaf,having been posted
as prescribed by Chapter 551, Texas Government Code, as amended; and the rall was called of
the duly constituted officers and members of the City Cauncil, which afficers and inembers aze
as follows:
William D.Tate,Mayor � C. Shane VVilbanks }
'Ted R.Ware,Mayc�r Pro Tem Sharron Spencer ) Members af
Clydene Jahnson } the Cauncit
Darlene Fre�eti )
Roy Stewart )
and a11 of said persons were present; thus constituting a quarum. Whezeupon, among t�tt�er
business,a written ordinance bearing the following cap#ion was inbroduced: �
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CI'TY (JF
. GRAPEVINE, TEXAS GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2005, IN THE AGGREGATE PRINCIPAL AMOUNT OF$11,920,000;
LEVYING A TAX IN PAYM�;NT THEREOF; PRESCRIBING THE FORM OF
SAiD BONDS; APPROVING THE dFFICIAL STATEIvIENT; APPROViNG
EXECUTION ANI} DELIVERY OF A BO►ND PURCHASE AGREEMENT
AND AN ESCROVV AGREEMENT; AND ENACTING OTHER PROVISIOIttS
RELATING T'HERETO;
The Qrdinance, a full, true and correct copy of which is attached hereto, was read and
. revi�wed by the City Cauncil.
Thereupon, it was duly moved aad seconded that the Ordinance be finally passed and
adopted.
The Presiding Officer put the motion to a vote of the members af the City Council, and
the Ordinance was finally pass+ed and adopted by the foiiawing vote:
AYES: �_ .
NAYS: 0
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ABSTENTIONS: 0
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GRA325/82000
I}attas 9?9476_t.Dt7C
MINUTES APPR.OVED AND CERTIFIED TO BE TRUE AND CQRRECT, and to
carrectty reflect the duiy constituted officers and members af the City CaunciI of said City, and
the attached and following capy of said Ordinance is hereby certified ta be a true and correct
capy of an af�xcial copy#hereof on file among the offieial records of the City, all on this the 23st .
day of June,2005.
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r r�,�G�pf�,�11 City Sec etary,City af Gr 'ne,Texas
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