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HomeMy WebLinkAboutORD 2017-003 ORDINANCE NO. OR- Z�I1•D�Q3 AUTHORIZING THE ISSUANCE OF $9,535,000 CITY OF GRAPEVINE, TEXAS COMBINATION TAX AND REYENUE CERTIFICATES OF OBLIGATION SERIES 2017 Adopted: January 17, 2017 #5374076.1 TABLE OF CONTENTS Page Parties...............................................................................................................................................1 ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section1.01. Definitions................................................................................................................2 Section 1.02. Other Definitions. ....................................................................................................4 Section1.03. Findings....................................................................................................................4 Section 1.04. Table of Contents, Titles and Headings...................................................................4 Section1.05. Interpretation............................................................................................................4 ARTICLE II SECURITY FOR THE CERTIFICATES Section 2.01. Payment of the Certificates......................................................................................5 ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.01. Authorization. ..........................................................................................................6 Section 3.02. Date, Denomination, Maturities,Numbers and Interest. .........................................6 Section 3.03. Medium, Method and Place of Payment..................................................:...............7 Section 3.04. Execution and Initial Registration. ..........................................................................8 Section3.05. Ownership................................................................................................................9 Section 3.06. Registration, Transfer and Exchange.......................................................................9 Section 3.07. Cancellation and Authentication............................................................................10 Section 3.08. Temporary Certificates. .........................................................................................10 Section 3.09. Replacement Certificates. ......................................................................................11 Section 3.10. Book-Entry Only System.......................................................................................12 Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry Only System. ....12 Section 3.12. Payments to Cede & Co.........................................................................................13 ARTICLE IV REDEMPTION OF CERTIFICATES BEFORE MATURITY Section 4.01. Limitation on Redemption.....................................................................................13 Section 4.02. Optional Redemption.............................................................................................13 Section 4.03. Mandatory Sinking Fund Redemption...................................................................13 Section 4.04. Partial Redemption.................................................................................................14 (i) #5374076.I Section 4.05. Notice of Redemption to Owners. .........................................................................15 Section 4.06. Payment Upon Redemption...................................................................................15 Section 4.07. Effect of Redemption.............................................................................................15 Section 4.08. Conditional Notice of Redemption........................................................................16 Section4.09. Lapse of Payment...................................................................................................16 ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Paying Agent/Registrar.....................................................16 Section5.02. Qualifications.........................................................................................................16 Section 5.03. Maintaining Paying Agent/Registrar. ....................................................................16 Section5.04. Termination............................................................................................................17 Section5.05. Notice of Change. ..................................................................................................17 Section 5.06. Agreement to Perform Duties and Functions.........................................................17 Section 5.07. Delivery of Records to Successor..........................................................................17 ARTICLE VI FORM OF THE CERTIFICATES Section6.01. Form Generally......................................................................................................17 Section 6.02. Form of Certificates. ..............................................................................................18 Section 6.03. CUSIP Registration................................................................................................25 Section6.04. Legal Opinion. .......................................................................................................25 Section 6.05. Municipal Bond Insurance.....................................................................................25 ARTICLE VII SALE OF THE CERTIFICATES; CONTROL AND DELIVERY OF THE CERTIFICATES Section 7.01. Sale of Certificates; Official Statement. ................................................................25 Section 7.02. Control and Delivery of Certificates......................................................................26 ARTICLE VIII CREATION OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; 1NVESTMENTS Section8.01. Creation of Funds...................................................................................................27 Section 8.02. Interest and Sinking Fund........................................................................:.............27 Section8.03. Project Fund...........................................................................................................27 Section8.04. Security of Funds. ..................................................................................................27 Section 8.05. Deposit of Proceeds. ..............................................................................................28 Section8.06. Investments. ...........................................................................................................28 Section 8.07. Investment Income.................................................................................................28 (ii) #l5374076.1 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.01. Payment of the Certificates....................................................................................28 Section 9.02. Other Representations and Covenants. ..................................................................28 Section 9.03. Provisions Concerning Federal Income Tax Exclusion.........................................29 Section 9.04. No Private Use or Payment and No Private Loan Financing.................................29 Section 9.05. No Federal Guaranty..............................................................................................29 Section9.06. No Hedge Bonds....................................................................................................29 Section9.07. No Arbitrage. .........................................................................................................30 Section9.08. Arbitrage Rebate....................................................................................................30 Section 9.09. Information Reporting. ..........................................................................................30 Section 9.10. Record Retention. ..................................................................................................31 Section9.11. Registration............................................................................................................31 Section 9.12. Deliberate Actions. ................................................................................................31 Section 9.13. Continuing Obligation. ..........................................................................................31 ARTICLE X DEFAULT AND REMEDIES Section10.01. Events of Default. ..................................................................................................31 Section 10.02. Remedies for Default.............................................................................................32 Section 10.03. Remedies Not Exclusive........................................................................................32 ARTICLE XI DISCHARGE Section11.01. Discharge. ..............................................................................................................32 ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section12.01. Annual Reports. .....................................................................................................33 Section 12.02. Notice of Certain Events........................................................................................33 Section 12.03. Limitations, Disclaimers and Amendments...........................................................35 ARTICLE XIII MISCELLANEOUS Section 13.01. Changes to Ordinance............................................................................................36 Section 13.02. Partial Invalidity.....................................................................................................36 Section13.03. No Personal Liability........................................................................................... (iii) #5374076.I ARTICLE XIV EFFECTIVE IMMEDIATELY Section14.01. Effectiveness..........................................................................................................36 Exhibit A - Description of Annual Disclosure of Financial Information................................... A-1 (iv) �5374076.] AN ORDINANCE OF THE CITY OF GRAPEVINE, TEXAS, AUTHORIZING THE ISSUANCE AND SALE OF CITY OF GRAPEVINE, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 2017, IN THE AGGREGATE PRINCIPAL AMOUNT OF $9,535,000; LEVYING A TAX IN PAYMENT THEREOF; PRESCRIBING THE FORM OF SAID CERTIFICATES; AWARDING THE SALE OF THE CERTIFICATES; APPROVING THE OFFICIAL STATEMENT; APPROVING AND ENACTING OTHER PROVISIONS RELATING THERETO WHEREAS, under the provisions of Chapter 271, Subchapter C, Texas Local Government Code, as amended, the City of Grapevine, Texas (the "City"), is authorized to issue certificates of obligation for the purposes specified in this Ordinance and for the payment of all or a portion of the contractual obligations for professional services, including that of engineers, attorneys, and financial advisors in connection therewith, and to sell the same for cash as herein provided; and WHEREAS, the City is authorized to provide that such obligations will be payable from and secured by the levy of a direct and continuing ad valorem tax against all taxable property within the City, in combination with a part of certain revenues of the City's waterworks and sewer system (the "System") remaining after payment of any obligations of the City payable in whole or in part from a lien or pledge of such revenues that would be superior to the obligations to be authorized herein; and WHEREAS, the City Council of the City (the "City Council") has found and determined that it is necessary and in the best interests of the City and its citizens that it issue such certificates of obligation authorized by this Ordinance; and WHEREAS, pursuant to a resolution heretofore passed by this governing body, notice of intention to issue Certificates of the City payable as provided in this Ordinance was published in a newspaper of general circulation in the City in accordance with the requirements of law (the "Notice of Intention"); and WHEREAS, the Notice of Intention stated that the City Council intended to pass an ordinance authorizing the issuance of the certificates of obligation at the regularly scheduled January 17, 2017 City Council meeting; and WHEREAS, no petition of any kind has been filed with the City Secretary, any member of the City Council or any other official of the City, protesting the issuance of such certificates of obligation; and WHEREAS, this City Council is now authorized and empowered to proceed with the issuance of said Certificates and to sell the same for cash; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and #5374076.1 subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Chapter 551, Texas Government Code, as amended; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE: ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise, in this Ordinance the following terms shall have the meanings specified below: "Applicable Law" means the duly adopted home rule charter of the City, and all other laws or statutes, rules or regulations, and any amendments thereto, of the State or of the United States by which the City and its powers, securities, credit agreement, operations and procedures are, or may be, governed or from which its powers may be derived. "Certificate" means any of the Certificates. "Certificates" means any of the City's certificates of obligation entitled "City of Grapevine, Texas Combination Tax and Revenue Certificates of Obligation, Series 2017" authorized to be issued by Section 3.01. "Closing Date" means the date of the initial delivery of and payment for the Certificates. "Code" means the Internal Revenue Code of 1986, as amended. "Designated Payment/Transfer Office" means (i) with respect to the initial Paying Agent/Registrar 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 Agent/Registrar, the office of such successor designated and located as may be agreed upon by the City and such successor. "DTC" means The Depository Trust Company of New York, New York, or any successor securities depository. "DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants. "EMMA" means Electronic Municipal Market Access System. "Event of Default" means any Event of Default as defined in Section 10.01. - 2 - #5374076.1 "Initial Certificate" means the Certificate described in Section 3.04(d) and 6.02(d). "Interest and Sinking Fund" means the interest and sinking fund established by Sectian 8.Q 1(a}. "Interest Payment Date" means the dafie or dates upon which interest on the Certificates is scheduled to be paid until the maturity of the Certificates, such dates being February 15 and August 15 af each year commencing February 15, 2018. "MSRB"means the Municipal Securities Rulemaking Board. "Net Revenues" means the gross revenues af the System less the expenses af operation and maintenance as said expenses are defined by Chapter 1502, Texas Government Code, as amended. "Ordinance" means this Ordinance. "Owner" means the person who is the registered owner of a Certifrcate or Certificates, as shawn in the Register. "Paying AgentJRegistrar" means initially The Bank of New York Me11on Trust Company,N.A., Dallas Texas, or any successor thereto as provided in this Ordinance. "Paying Agent/Registrar Agreernent" means the Paying Agent/Registrar Agreement between the City and the Paying AgentlRegistrar re�ating to the Certificates, "Prior Lien Bands" means any and a11 bonds or other abligations of the City presently autstanding or that may be hereafter issued, payable from and secured by a first lien an and pledge of the Net Revenues or by a lien an and pledge af the Net Revenues subordinate to a first lien and pledge of such Net Revenues but superior to the lien and pledge of the Surplus Revenues made for the Certificates. "Project Fund" means the Project Fund estabtished by Section 8.41{a}, "Purchaser"means Citigrpup Global Markets Inc. "Recard Date" means the last business day of the manth next preceding an Interest Payment Date. "Register"means the Register specified in Section 3.Ob(a). "Representation Letter" means the Blanket Letter of Representations between the City and DTC. "Rule" means SEC Rule 1Sc2-12, as amended frorn tirne to time. "SEC" rneans the United States Securities and Exchange Commission. "Special Payment Date" means the Special Payment Date prescribed by Sectian 3.03(b). - 3 - #5374076.I "Special Record Date" means the Special Record Date prescribed by Section 3.03(b). "Surplus Revenues" means the revenues of the System remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with the City's Prior Lien Bonds; provided, however, that the amount of such surplus revenues pledged to the payment of the Certificates shall be limited to $1,000. "System" as used in this Ordinance means the City's waterworks and sewer system, including all present and future additions, extensions, replacements, and improvements thereto. "Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment of the principal of or interest on Certificates as the same become due and payable and remaining unclaimed by the Owners of such Certificates for 90 days after the applicable payment or redemption date. Section 1.02. Other Definitions. The terms "City Council" and "City" shall have the meaning assigned in the preamble to this Ordinance. Section 1.03. Findin�s. The declarations, determinations and findings declared, made and found in the preamble to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.04. Table of Contents, Titles and Headin�s. The table of contents, titles and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.05. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Article and Section references shall mean references to articles and sections of this Ordinance unless designated otherwise. (c) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein to sustain the validity of this Ordinance. - 4 - #5374076.1 ARTICLE II SECURITY FOR THE CERTIFICATES Section 2.01. Payment of the Gertificates. (a) Pursuant to the authority granted by the Texas Constitution and the taws of the State of Texas, there is hereby levied for the current year and for each succeeding year hereafter while any af the Certificates or any interest thereon is outstanding and unpaid, an ad valorem tax on each one hundred dollars' valuation of taxable property within the City, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements af the Certificates, being (i} the interest on the Certificates, and {ii) a sinking fund for their redemption at maturity or a sinking fund of two percent per annum (whichever amount is the greater), when due and payable, full allowance being made for delinquencies and casts af collectian. (b) The ad valorem tax thus levied shall be assessed and collected each year against all praperty appearing an the tax rolls of the City mast recently appraved in accordance with law, and the money thus callected shall be deposited as collected ta the Interest and Sinking Fund. (c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required hereby to be depasited to the Interest and Sinking Fund are hereby pledged and cammitted irrevocably to the payment af the principal af and interest on the Certificates when and as due and payable in accordance with their terms and this Ordinance. (d) The amaunt of taxes to be provided annually for the payrnent af principal af and interest on the Certificates shall be deterrnined and accornplished in the following manner: (i) The City's annual budget shall reflect (i) the amount of debt service requirements ta become due on the Certificates in the next succeeding Fiscal Year of the City, (ii) the arnount on deposit in the Interest and Sinking Fund, as of the date such budget is prepared (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year), and (iii) the arnount of Surplus Revenues estirnated and budgeted to be available for the payment af such debt service requirements on the Certificates during the next succeeding Fiscal Year of the City. (ii) The amount required to be provided in the succeeding Fiscal Year af the City from ad ualarem taxes shall 6e the amount, if any, the debt service requirements ta be paid on the Certificates in the next succeeding Fiscal Year of the City exceeds the sum af(i} the amount shown ta he on deposit in the Interest and Sinking Fund (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year} at the time the annual budget is prepared, and (ii) the Surplus Revenues shown to be budgeted and available for payrnent of said debt service requirernents. (iii) Following the tinal approval of the annual budget of the City, the governing body of the City sha11, by ardinance, levy an ad valorem t� at a rate sufficient to produce taxes in the arnount determined in paragraph (b) abave, to be utilized for purpases af paying the principal of and interest on the Certificates in the next succeeding Fiscal Year of the City. - 5 - #S374Q?6.1 (e) The City hereby cavenants and agrees that the Surplus Revenues are hereby irrevocably pledged equally and ratabty to the paytnent of the principal of, redemption premium, if any, and interest on the Certificates, as the same become due. (� If the liens and provisians af this Ordinance shall be released in a manner permitted by Article XI hereof, then the collection of such ad valorern tax may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal amaunt af outstanding Certificates, there shall be subtracted the amount of any Certificates that have been duly called for redemption and for which maney has been deposited with the Paying Agent/Registrar for such redemption. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.01. Authorization, The City's certificates of abligation to be designated "City of Grapevine, Texas Gombination Tax and Revenue Certificates of Obligation, Series 2017" (the "Certificates"), are hereby autharized to be issued and delivered in accordance with the Constitution and laws af the State af Texas, particularly Chapter 2'71, Subchapter C, Texas Local Government Code, as amended and Sectian 9.13 of the City's Home-Rule Charter. The Certificates shall be issued in the aggregate principal amount of$9,535,OOQ for the puzpose of paying contractual obligations ta be incurred for the fallowing purposes, to wit: (a� acquiring equipment for the IT departrnent, (b) acquiring land for new fire statians in the Northwest and West areas of the City, (c) renovating, remodeling and equipping existing fire stations {collectively, the "Projects"), and (d) paying prafessional services of attorneys, financial advisors and ather professionals in connection with the Projects and the issuance of the Certificates. Sectian 3.02, I7ate Denomination Maturities Numbers and Interest. (a) The Certificates shall be dated January 15, 2017 shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral rnultiple thereof, and sha11 be numbered separately from one upward ar such other designation acceptable to the Gity and the Paying AgentlRegistrar, except the Initial Certificate, which shall be numbered T-1. - 6 - #5374076.1 (b) The Certificates shall mature on February 15 in the years and in the principal installments set forth in the following schedule: Principal Interest Principal Interest Year Amount Rate Year Amount Rate 2018 $320,000 3.000% 2028 $440,000 4.000% 2019 505,000 4.000% 2029 460,000 4.000% 2020 530,000 5.000% *** *** *** 2021 550,000 4.000% 2031 960,000 3.000% 2022 575,000 3.000% 2032 505,000 3.000% 2023 350,000 4.000% 2033 520,000 3.125% 2024 360,000 5.000% 2034 535,000 3.250% 2025 380,000 5.000% 2035 555,000 3.250% 2026 405,000 5.000% 2036 575,000 3.375% 2027 420,000 5.000% 2037 590,000 3.375% (c) Interest shall accrue and be paid on each Certificate, respectively, until the payment of the principal amount thereof shall have been paid or provided for, from the later of the date of their delivery to the Underwriters (the "Delivery Date") or the most recent Interest Payment Date to which interest has been paid or provided for at the rates per annum for each respective maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on each February 15 and August 15 of each year, commencing on February 15, 2018, until maturity or prior redemption. Interest on the Certificates shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Section 3.03. Medium, Method and Place of Pa�ent. (a) The principal of, premium, if any, and interest on the Certificates shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Certificates shall be payable to the Owners whose names appear in the Register at the close of business on the Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be at least 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Certificate appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (c) Interest on the Certificates shall be paid by check (dated as of the Interest Payment Date) and sent by the Paying Agent/Registrar to the person entitled to such payment, United States mail, first class postage prepaid, to the address of such person as it appears in the Register or by such other customary banking arrangements acceptable to the Paying - 7 - #5374076.I Agent/Registrar and the person ta whom interest is to be paid; provided, hawever, that such person sha�l bear aIl risk and expenses of such other custamary banking arrangements. {d) The principat af each Certificate shall be paid ta the person in whose name such Certificate is registered on the due date thereof(whether at the maturity date or the date of prior redemption thereof} upon presentation and surrender af such Certificate at the Designated Payment/Transfer Office. (e) If a date for the payment of the principal of ar interest on the Certificates is a Saturday, Sunday, legal holiday, or a day an which banking institutians in the city in which the Uesignated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which such banking institutions are authorized to close; and payment on such date shall have ihe same force and effect as if made on the original date payrnent was due. (f} Subject ta any applicable escheat, unclaimed property, c�r similar law, including TitIe 6 of the Texas Praperty Code, Unclaimed Payments rernaining unclaimed by the �wners entitled ihereto far three years after the applicable payment or redernption date shal] be paid to the City and thereafter neither the City, the Faying Agent/Registrar, nor any other person shall be liabie ar responsible to any Owners of such Certificates for any further payment of such unclaimed moneys or an account af any such Certificates. Section 3.04. Execution and Initial Registration. (a) The Certificates shall be executed t�n behalf af the City by the Mayor and City Secretary af the City, by their manual or facsimile signatures, and the afficial seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Certificates shall have the same effect as if each of the Certificates had been signed manually and in person by each of said officers, and such facsirnile seal on the Certificates shall have the same effect as if the official seal af the City had been manually impressed upon each of the Certificates. (b) In the event that any officer of the City whase manual ar facsimile signature appears on the Certificates ceases to be such officer before the authentication of such Certificates or before the delivery thereof, such manual or facsirnile signature nevertheless shall be valid and sufficient far all purposes as if such officer had rernained in such office. (c} Except as pravided below, na Certificate sha�� be valid ar obligatory far any purpose or be entitled to any security ar benefit of this Ordinance unless and until there appears therean the Certificate of Paying Agent/Registrar substantially in the farm provided in this Ordinance, duly authenticated by rnanual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of the executed Certificate of Paying AgentlRegistrar described above, the Initial Certificate delivered on the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form pravided in this Clydinance, manually executed by the Comptraller of Public Accounts of the State of Texas or by his duly authorized agent, which certificate shall be evidence that the Initial Certificate has been duly approved by the Attorney General of the State - 8 - N5374476.1 of Texas and that it is a valid and binding obligation of the City, and has been registered by the Comptroller. (d) On the Closing Date, one Initial Certificate representing the entire principal amount of the Certificates, payable in stated installments to the initial purchaser or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the City, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to the Purchaser or its designee. Upon payment for the Initial Certificate, the Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of the Purchaser registered definitive Certificates as described in Section 3.10(a). Section 3.05. Ownership. (a) The City, the Paying Agent/Registrar and any other person may treat the person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment of the principal thereof and premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to the person in whose name the Certificate is registered on the Record Date), and for all other purposes, whether or not such Certificate is overdue, and neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the person deemed to be the Owner of any Certificate in accordance with this Section shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid. Section 3.06. Registration, Transfer and Exchan�e. (a) So long as any Certificates remain outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Certificates in accordance with this Ordinance. (b) The ownership of a Certificate may be transferred only upon the presentation and surrender of the Certificate at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Certificate shall be effective until entered in the Register. (c) The Certificates shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in any denomination or denominations of any integral multiple of$5,000 and in an aggregate principal amount equal to the unpaid principal amount of the Certificates presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Certificates exchanged for other Certificates in accordance with this Section. - 9 - #5374076.1 (d) Each exchange Certificate delivered by the Paying Agent/ Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such exchange Certificate is delivered. (e) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for any different denomination of any of the Certificates. The Paying AgenURegistrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer or exchange of a Certificate. (� Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Certificate called for redemption, in whole or in part, where such redemption is scheduled to occur within forty-five (45) calendar days after the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Certificate. Section 3.07. Cancellation and Authentication. All Certificates paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates are authenticated and delivered in accordance with this Ordinance, shall be cancelled upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of the cancelled Certificates in accordance with the Securities Exchange Act of 1934. Section 3.08. Temporary Certificates. (a) Following the delivery and registration of the Initial Certificate and pending the preparation of definitive Certificates, the proper officers of the City may execute and, upon the City's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Certificates in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Certificates may determine, as evidenced by their signing of such temporary Certificates. (b) Until exchanged for Certificates in definitive form, such Certificates in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Certificates in definitive form; thereupon, upon the presentation and surrender of the Certificate or Certificates in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Certificates in temporary form and authenticate and deliver in exchange therefor a Certificate or Certificates of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Certificate or Certificates in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. - 10 - #5374076.1 Section 3.09. Replacement Certificates. (a) Upon the presentation and surrender to the Paying Agent/Registrar, at the Designated Payment/Transfer Office, of a mutilated Certificate, the Paying AgentlRegistrar shall authenticate and deliver in exchange therefor a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of such Certificate to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Certificate is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Certificate has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Certificate; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the City to save them harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying AgenURegistrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Certificate, a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the City and the Paying AgenURegistrar shall be entitled to recover such replacement Certificate from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Certificate has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Certificate, may pay such Certificate. (e) Each replacement Certificate delivered in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is delivered. - 11 - #5374076.I Section 3.10. Book-Entr,���. sy tem• (a) The definitive Certificates shall be initially issued in the form of a separate single fully registered Certificate for each of the maturities thereof. Upon initial issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in Section 3.11 hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. (b) With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates, except as provided in this Ordinance. Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying AgentlRegistrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Register as the absolute Owner of such Certificate for the purpose of payment of principal of, premium, if any, and interest on the Certificates, for the purpose of giving notices of redemption and other matters with respect to such Certificate, for the purpose of registering transfer with respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Certificates only to or upon the order of the respective Owners, as shown in the Register as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of, premium, if any, and interest on the Certificates to the extent of the sum or sums so paid. No person other than an Owner, as shown in the register, shall receive a certificate evidencing the obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (c) The Representation Letter previously executed and delivered by the City, and applicable to the City's obligations delivered in book-entry-only form to DTC as securities depository for said obligations, is hereby ratified and approved for the Certificates. Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry Onlv S sv tem• In the event that the City or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, and that it is - 12 - #5374076.I in the best interest of the beneficial awners of the Certificates that they be able to obtain certificated Certificates, or in the event DTC discontinues the services described herein, the City or the Paying AgenURegistrar shall (i) appoint a successor securities depasitory, qualified to act as such under Section 17{a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, af the appaintment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository ar (ii) notify DTC and DTC Participants, as identified by DTC, af the availability through DTC of Certificates and transfer one ar more separate Certificates ta DTC Participants having Certificates credited to their DTC accounts, as identified by DTC. In such event, the Certificates sha11 no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name af the successar securities depository, or its nominee, or in whatever name ar names Owners transferring gr exchanging Certificates shall designate, in accardance with the provisions of this Ordinance. Section 3.12. Fayments ta Cede & Ca. Notwithstanding any other provision af this Ordinance to the contrary, so lang as any Certificates are registered in the name af Cede & Ca., as naminee af DTC, all payments with respect to principal of, premium, if any, and interest on such Certificates, and all notices with respect to such Certificates, shall be made and given, respectively, in the manner provided in the Representatian Letter. ARTICLE IV REDEMPTTON OF CERTIFICATES BEFORE MATURITY Section 4.01. Limitation an Redemptian. The Certificates shall be subject to redemption before scheduled maturity only as pravided in this Article IV. Sectian 4.02. Optional Redemption. (a) The City reserves the aption to redeern Certificates rnaturing on and after February 15, 202$, in whole or any part, in principal amaunts equa� to $5,�00 or any integral multiple thereof, before their respective scheduled maturity dates, an February 15, 2027 ar on any date thereafter, such redemptian date or dates ta be fixed by the City, at a redemption price equal to the principal amount of the Certificates called for redemptian plus accrued interest to the date fixed for redemption. (b} The City, at least 45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Certificates to be redeemed. Section 4.43. Mandatory Sinkin� Fund Redemptian. {a} The Certificates maturing February 15, 2031 {the "Term Certificates") are subject to scheduled mandatory redemption and will be redeemed by the City, in part at a price equal ta - 13 - #5374076.i the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. $960 000 Term Certificates Maturing February 15, 2031 Redemption Date Redemption Amount February 15, 2030 $475,000 February 15, 2031* $485,000 *maturity (b) At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Certificates equal to the aggregate principal amount of such Term Certificates to be redeemed, shall call such Term Certificates for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in Section 4.05. (c) The principal amount of the Term Certificates required to be redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.03 shall be reduced, at the option of the City, by the principal amount of any Term Certificates which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the City at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. Section 4.04. Partial Redemption. (a) If less than all of the Certificates are to be optionally redeemed pursuant to Section 4.02, the City shall determine the maturity or maturities and the amounts thereof to be redeemed. If less than all of the Certificates of a maturity or maturities are to be redeemed, the City will direct the Paying Agent/Registrar to call such Certificates within such maturity or maturities by lot, or by such other method that results in a random selection. (b) A portion of a single Certificate of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereo£ If such a Certificate is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Certificate as though it were a single Certificate for purposes of selection for redemption. (c) Upon surrender of any Certificate for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Certificate or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered, such exchange being without charge. - 14 - #5374076.1 (d) The Paying Agent/Registrar shall promptly notify the City in writing of the principal amount to be redeemed of any Certificate as to which only a portion thereof is to be redeemed. Section 4.05. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Certificates by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Certificate (or part thereo fl to be redeemed, at the address shown on the Register at the close of business on the Business Day next preceding the date of mailing of such notice. (b) The notice shall state the redemption date, the redemption price, the place at which the Certificates are to be surrendered for payment, and, if less than all the Certificates outstanding are to be redeemed, an identification of the Certificates 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 4.06. Payment Upon Redemption. (a) Before or on each redemption date, the City shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Certificates to be redeemed on such date by setting aside and holding in trust an amount from the Interest and Sinking Fund or otherwise received by the Paying Agent/Registrar from the City and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Certificates being redeemed. (b) Upon presentation and surrender of any Certificate called for redemption at the Designated PaymenUTransfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Certificate to the date of redemption from the money set aside for such purpose. Section 4.07. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.05 of this Ordinance, the Certificates or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the City defaults in its obligation to make provision for the payment of the principal thereof, redemption premium, if any, or accrued interest thereon, such Certificates or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Certificates are presented and surrendered for payment on such date. (b) If the City shall fail to make provision for payment of all sums due on a redemption date, then any Certificate or portion thereof called for redemption shall continue to - 15 - N5374076.I bear interest at the rate stated on the Certificate until due provision is made for the payment of same by the City. Section 4.08. Conditional Notice of Redemption. The City reserves the right, in the case of an optional redemption pursuant to Section 4.02 herein, to give notice of its election or direction to redeem Certificates conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the City retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Certificates subject to conditional redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an Event of Default. Further, in the case of a conditional redemption, the failure of the City to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an Event of Default. Section 4.09. Lapse of Pa� Money set aside for the redemption of the Certificates and remaining unclaimed by Owners thereof shall be subject to the provisions of Section 3.03(� hereof. ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Paving A eg nt/Re is� The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, is hereby appointed as the initial Paying Agent/Registrar for the Certificates. Section 5.02. Qualifications. Each Paying Agent/Registrar shall be a commercial bank, �a trust company organized under the laws of the State of Texas, or any other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Certificates. Section 5.03. Maintaining Payin�A eg nt/Re isg trar• (a) At all times while any Certificates are outstanding, the City will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the City and the Paying Agent/Registrar in - 16 - #5374076.I substantially the form presented to and hereby approved by the City Council. The signature of the Mayor shall be attested to by the City Secretary. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will promptly appoint a replacement. Section 5.04. Termination. The City, upon not less than 60 days' notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination, provided, that such termination shall not be effective until a successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying Agent/Registrar for the Certificates. Section 5.05. Notice of Chan�e. Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will cause notice of the change to be sent to each Owner and any bond insurer by first class United States mail, postage prepaid, at the address in the Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. Section 5.06. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar, and executing the Paying Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.07. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent, promptly upon the appointment of the successor, will deliver the Register (or a copy thereo� and all other pertinent books and records relating to the Certificates to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE CERTIFICATES Section 6.01. Form Generally. (a) The Certificates, including the Registration Certificate af the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying AgentlRegistrar, and the Assignment form to appear on each of the Certificates, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of - 17 - #5374076.I counsel) thereon as, cansistently herewith, may be determined by the City or by the officers executing such Certificates, as evidenced by their execu�ian thereaf. {b} Any portion af the text af any Certificates may be set forth on the reverse side thereaf, with an appropriate reference thereto on the face of the Certificates. (c) The Certificates, including the Initial Certificate submitted to the Attorney General of Texas and any temporary Certificates, shall be typed, printed, lithographed, photocopied or engraved, and may be produced by any combination of these rnethods or praduced in any other similar manner, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. Section b.02. Form of Certificates. The form of Certificates, including the farm af the Registration Certificate of the Comptroller of Public Accaunts af the State of Texas, the farm af Certificate of the Paying AgentlRegistrar and the form of Assignment appearing on the Certificates, sha11 be substantialiy as follows; - 18 - �fS374076.t (a) [Form of Certificatej REGISTERED REGISTERED No. $ United States of America State of Texas CITY OF GRAPEVINE, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 2017 INTEREST RATE MATURITY DATE DELIVERY DATE CUSIP NO. % February 15, February 21, 2017 _ The City of Grapevine (the "City") in the Counties of Tarrant, Johnson and Ellis, State of Texas, for value received, hereby promises to pay to or registered assigns, on the Maturity Date specified above, the sum of DOLLARS unless this Certificate shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Delivery Date specified above or the most recent interest payment date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on February 15 and August 15 of each year, commencing February 15, 2018. The principal of this Certificate shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Certificate at the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of The Bank of New York Mellon Trust Company, N.A. as initial Paying Agent/Registrar, or, with respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Certificate is payable by check dated as of the interest payment date, mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying Agent/Registrar or by such other customary banking arrangements acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the person to whom interest is to be paid. For the purpose of the - 19 - #5374076.1 payment of interest on this Certificate, the registered owner shall be the person in whose name this Certificate is registered at the close of business on the "Record Date," which shall be the last business day of the month next preceding such interest payment date; provided, however, that in the event of nonpayment of interest on a scheduled interest payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Owner of a Certificate appearing on the books of the Paying AgentlRegistrar at the close of business on the last business day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Certificates is a Saturday; Sunday, legal holiday, or a day on which banking institutions in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which such banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. This Certificate is dated December 1, 2016 and is one of a series of fully registered bonds specified in the title hereof issued in the aggregate principal amount of $9,535,000 (herein referred to as the "Certificates") pursuant to a certain ordinance of the City Council of the City (the "Ordinance") for the public purpose of providing funds for authorized public improvements for and within the City, as provided in the Ordinance, and to pay the costs of issuance related to the Certificates. The Certificates and the interest thereon are payable from the levy of a direct and continuing ad valorem tax, within the limit prescribed by law, against all taxable property in the City and from a pledge of certain surplus revenues (not to exceed $1,000) of the City's Waterworks and Sewer System, all as described and provided in the Ordinance. The City has reserved the option to redeem the Certificates maturing on or after February 15, 2028, in whole or part, in principal amount equal to $5,000 or any integral multiple thereof, before their respective scheduled maturity dates, on February 15, 2027, or on any date thereafter, at a price equal to the principal amount of the Certificates so called for redemption plus accrued interest to the date fixed for redemption. If less than all of the Certificates are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Certificates, or portions thereof, within such maturity or maturities and in such principal amounts, for redemption. The Certificates maturing February 15, 2031 (the "Term Certificates") are subject to scheduled mandatory redemption and will be redeemed by the City, in part at a price equal to the principal amount thereof, without premium, plus accrued interest to the redemption date, out of moneys available for such purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts as set forth below. - 20 - #5374076.1 $960,000 Term Certificates Maturing February 15, 2031 Redemption Date Redemption Amount February 15, 2030 $475,000 February 15, 2031* $485,000 *maturity At least forty-five (45) days prior to each scheduled mandatory redemption date, the Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a random selection, a principal amount of Term Certificates equal to the aggregate principal amount of such Term Certificates to be redeemed, shall call such Term Certificates for redemption on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in the Ordinance. In lieu of calling the Term Certificates described above, for mandatory redemption, the City reserves the right to purchase such Term Certificates at a price not exceeding the principal amount thereof, plus accrued interest, with (a) moneys on deposit in the Interest and Sinking Fund which are available for the mandatory redemption of such Term Certificates or (b) other lawfully available funds. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Certificates to be redeemed in whole or in part. Notice having been so given, the Certificates or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any of the Certificates or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Certificates or portions thereof shall cease to accrue. The City reserves the right, in the case of an optional redemption, to give notice of its election or direction to redeem Certificates conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the redemption date, or (ii) that the City retains the right to rescind such notice at any time on or prior to the scheduled redemption date if the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying AgenURegistrar shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Certificates subject to conditional redemption and such redemption has been rescinded shall remain Outstanding and the rescission of such redemption shall not constitute an Event of Default. Further, in the case of a conditional redemption, the failure of the City to make moneys and or authorized securities available in part or in whole on or before the redemption date shall not constitute an Event of Default. - 21 - k5374076.1 As provided in the Ordinance, and subject to certain limitations therein set forth, this Certificate is transferable upan surrender af this Certificate for transfer at the Designated PaymenUTransfer Office, with such endorsement or other evidence af transfer as is acceptable ta the Paying AgentlRegistrar, and, thereupon, one or more new fully registered Certificates of the same stated maturity, af authorized denominations, bearing the same rate of interest, and far the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Paying Agent(Registrar shall be required to issue, transfer ar exchange any Certificate called for redemption where such redernption is scheduled to occur within 45 calendar days of the transfer or exchar�ge date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Certificate. The City, the Paying Agent/Registrar, and any other person may treat the person in whose name this Certificate is registered as the owner hereof for the purpase of receiving payment as herein provided {except interest shali be paid to the person in whase name this Certificate is registered an the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Certificate be overdue, and neither the City nar the Paying AgentlRegisirar shall be affected by notice ta the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate and the series of which it is a part is duly authorized by law; that all acts, conditions, and things required to be done precedent to and in the issuance of the Certificates have been properly done and performed and have happened in reguiar and due time, farm, and manner as required by law; that ad valorem taxes upon all ta�cable property in the City have been levied for and pledged to the payment of the debt service requirements of the Certificates within the limit prescribed by law; that, in addition to said taxes, further provisions have been made for the payrnent of the debt service requirements of the Certificates by pledging to such purpase, a limited amount of the Surplus Revenues, as defined in the Ordinance, derived by the City fram the operation af the waterworks and sewer system; that when so collected, such taxes and Surplus Revenues shall be appropriated to such purpases; and that the total indebtedness of the City, including the Certificates, does not exceed any constitutional or statutory limitation. IN ViIITNESS WHEREOF, this Certificate has been duly executed an behalf of the City, under its official seal, in accordance with law. City Secretary, Mayor City af Grapevine, Texas City of Grapevine, Texas [SEAL) (b) Farm of Comptroller's Registration Certifica#e. The follawing Camptro]ler's Registratian Certificate tnay be deleted from the definitive Certificates if such Certificate on the Initial Certificate is fully executed. - 22 - #5374076.I OFFICE OF THE COMPTROLLER § C}F PUBLIC ACCC}UNTS � REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Certificate has been examined by him as required by law, that he finds that it has been issued in conforrnity with the Constitution and laws of the State of Texas, and that said Certificate has this day been registered by me. Witness rny hand and seal af office at Austin, Texas, Comptroller of Public Accounts of the State of Texas [SEAL) (c) Form of Certificate of Pa�Ling Agent/Re is� trar. The following Cer[ificate of Paying AgentlRegistrar may be deleted from the Initial Certificate if the Comptroller's Registration Certificate appears therean. CERTIFICATE OF PAYING AGENT/REGISTRAR This is one of the Certificates referred to in the within mentioned Ordinance. The series of Certificates of which this Certificate is a part was ariginalty issued as one Initial Certificate which was appraved by the Attorney General of the State of Texas and registered by the Camptraller af Public Accounts of the State of Texas. THE BANK OF NEW YORK MELLON TRUST CCJMFANY,N.A. as Paying AgentlRegistrar Dated: By: Autharized Signature - 23 - #5374076.3 (d) Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite narne, address and Zip Code of transferee): (Social Security or other identifying number: ) the within Certificate and al1 rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration hereof, with full power of substitution in the premises. Date. NOTICE: The signature on this Assignment must correspond with the na�rae af the Signature Guaranteed By: registered owner as it appears on the face af the within Certificate in every particular and must be guaranteed in a manner acceptable to Authorized Signatory the Paying Agent/Registrar. (e) Initial Certificate Insertians. (i) The Initial Certificate shall be in the form set forth in paragraph (a) of this Section, except thai: {ii} immediately under the name af the Certificate, the headings "INTEREST RATE" and "MATURITY DATE" shall bath be completed with the words "As Shown Below" and "CUSIP NO. "dele�ed; (iii) in the first paragraph: the words "on the Maturity Date specified abave" shall be deleted and the following will be inserted: "on February 15 in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: �ears Frincipal Installments Interest Rates (Information ta be inserted from Section 3.02{b} herea�. (iv} the Initial Certificate sha11 be numbered T-1. - 24 - #5374Q76.1 Section 6.q3. CUSIP Registration. The City may secure identification nurnbers through the CUSIP Services Bureau managed by Standard 8c Paar's Financial Services LLC on behalf af the American Bankers Association, and may authorize the printing of such numbers on the face of the Certificates. It is expressly provided, hawever, that the presence or absence of CUSIP numbers on the Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor the attorneys approving said Certificates as to tegality are to be held responsible for CUSIP numbers incorrectly printed on the Certificates. Section 6.04. Le a�1 Opinion. The approving legal opinion of BraceweIl LLP, Bond Counset, may be printed on each Certificate over the certificatian af the City Secretary of the City, which rnay be executed in facsimile. Section 6.05. Municipal Bond Insurance. If municipa7 band guaranty insurance is abtained with respect ta the Certificates, the Certificates, including the Initial Certificate, rnay bear an appropriate legend, as provided by the insurer. To the extent permitted by applicable law, the City will camply with all notice and other applicable requirements of the insurer in connection with the issuance of the Certificates, as such requirements may be in effect and transmitted to the City with the insurer's corntnitment to issue such insurance. ARTICLE VII SALE OF THE CERTIFICATES; CaNTRt�L AND DELIVERY C}F THE CERTIFICATES Section 7.01. Sale af Certificates• Official Statement. � {a} The Certificates, having been duly advertised and offered far sale at competitive bid, are hereby afficially sald and awarded to Citigroup Global Markets Inc. (the "Purchaser") for a purchase price equal ta the principal amount thereaf plus a cash premium of$541,733,95, being the bid which produced the lowest true interest cost to the City. The Initial Certificate sha11 be registered in the name of the Purchaser or its designee. (b) The form and substance af the Natice of Sa1e for the Certificates, the Preliminary Official Statement for the Certificates and any addenda, supplement or amendment thereto (the "Preliminary 4fficial Statement"} and the final f)fficial Statement {the "Official Statement") presented ta and considered at this meeting, are hereby in all respects approved and adopted, and the Preliminary Ctfficial Statement is hereby deemed final as of its date (except far the omission of pricing and related inforrnation) within the meaning and for the purposes of paragraph (b)(1) af Ru1e 1Sc2-12 under the SBCliTlti�5 Exchange Act of 1934, as amended. The use and distribution of the Prelirninary Official Statement in the public offering of the Certificates by the Underwriters is hereby authorized. The City Manager, Chief Financial (Jfficer, Mayor and the City Secretary of the City are hereby authorized and directed to use and distribute ar authorize - 25 - #5374476.1 the use and distribution of the final Official Statement and any addenda, supplement or amendment thereto (the "Official Statement") and to execute the same and deliver appropriate numbers of executed capies thereaf to the Purchasers of the Certificates. The Official Statement as thus approved, executed and delivered, with such apprapriate variatians as shall be appraved by the City Manager, Chief Financial Officer, Mayor of the City and the Purchaser, may be used by the Purchaser in the public offering and sale thereof. The City Secretary is hereby authorized and directed to include and maintain a copy of the Official Statement and any addenda, supplement or amendment thereto thus approved among the permanent recards of this meeting. �c} All officers of the City are authorized to execute such documents, Certificates and receipts as they may deem appropriate in order to consummate the delivery of the Certificates in accordance with the terms of sale therefor. Further, in cannection with the submission af the record of proceedings for the Certificates ta the Attorney General of the State af Texas for examinatian and approval of such Certificates, the appropriate officer of the City is hereby authorized and directed to issue a check of the City payable ta the Attorney General of the State af Texas as a nonrefundable examination fee in the amount required by Chapter 1242, Texas Government Code (such amount to be the lesser of(i) 1/l Oth of 1% of the principal amaunt of the Certificates ar{zi} $9,500}. {d} The obligation of the Purchaser to aecept delivery of the Certificates is subject to the Purchaser being furnished with the final, approving opinion of Bracewell LLP, Bond Caunsel fc�r the City, which apinior� shall be dated as of and delivered on the Closing Date. Section 7.02. Contral and Delivery of Certificates. (a) The Mayar is hereby authorized to have control of the Initial Certificate and all necessary records and proceedings pertaining thereto pending investigation, examinatian and approval of the Attarney General of the State of Texas, registratian by the Comptraller of Public Accounts af the State of Texas, and registration with, and initial exchange or transfer by, the Paying AgentlRegistrar. (b) After registratian by the Comptroller of Public Accaunts, delivery af the Certificates shail be made ta the Underwriters under and subject ta the general supervisian and direction of the Mayor, against receipt by the City of all amounts due to the City under the terms of sale. (c) In the event the Mayor or City Secretary is absent or otherwise unable to execute any document or take any actian autharized herein, the Mayar Pra Tem and the Assistant City Secretary, respeetiveiy, shatl be authorized ta execute such documents and take such actions, and the performance of such duties by the Mayor Pro Tem and the Assistant City Secretary shall for the purposes of this Ordinance have the same foree and effect as if such duties were performed by the Mayor and City Secretary, respectively. - 26 - #5374476.] ARTICLE VIII CREATION OF FUNDS AND ACGOUNTS; DEPOSIT OF PROGEEDS; INVESTNIENTS Section $.Ol, Creation af Funds. (a) The City hereby establishes the fallowing special funds or accounts: (i) The City of Grapevine, Texas Combination Tax and Revenue Certificates of Qbligation, Series 20I 7, Interest and Sinking Fund; and (ii} The City of Grapevine, Texas Combination Tax and Revenue Certificates of(7bligation, Series 2017, Project Fund. (b) Each of said funds or accounts shall be maintained at an official depository af the City. Section 8.02. Interest and Sinking Fund. {a} The taYes levied under Section 2.01 sha11 be deposited to the credit of the Interest and Sinking Fund at such tirnes and in such arnounts as necessary far the timely payment of the principal of and interest on the Certificates. {b} If the amount af maney in the Interest and Sinking Fund is at least equal to the aggregate principal amount of the outstanding Certificates plus the aggregate amount of interest due and that wi]1 become due and payable an such Certificates, no further deposits ta that fund need be made. (c) Money an deposit in the Interest and Sinking Fund shall be used to pay the principal af and interest an the Certificates as such become due and payable. Section 8.03. 1'roject Fund. (a} Money on deposit in the Praject Fund, including investrnent earnings thereof, shall be used for the purposes specified in Section 3.01 af this Ordinance. (b) All amaunts remaining in the Praject Fund after the accomplishment af the purpases for which the Certificates are hereby issued, including investment earnings of the Project Fund, shall be deposited into the Interest and Sinking Fund. Section 8.04. Security of Funds. All moneys on deposit in the funds referred to in this 4rdinance shall be secured in the rnanner and to the fullest extent required by the laws of the State of Texas far the security of public funds, and moneys on depasit in such funds shall be used only for the purposes permitted by this Ordinance. - 27 - #5374475.1 Section 8.05. Deposit of Proceeds. (a) $9,975,287 of the proceeds of the Certificates received on the Closing Date, representing $9,535,000 of principal and $440,287 of premium generated on the Certificates, shall be deposited to the Project Fund, such moneys to be dedicated and used for the purposes specified in Section 3.01(a-c). (b) $101,446.95 of premium generated on the Certificates shall be used to pay the cost of issuance of the Certificates. Any amounts remaining after payment of such costs shall be deposited in the Interest and Sinking Fund. Section 8.06. Investments. (a) Money in the Interest and Sinking Fund and the Project Fund, at the option of the City, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which money is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.07. Investment Income. Interest and income derived from investment of any fund created by this Ordinance shall be credited to such fund. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.01. Payment of the Certificates. While any of the Certificates 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 the interest on and the principal of the Certificates, as applicable, as will accrue or mature on each applicable Interest Payment Date. Section 9.02. Other Representations and Covenants. (a) The City will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Certificate; the City will promptly pay or cause to be paid the principal of, interest on, and premium, if any, with respect to, each Certificate on the dates and at the places and manner prescribed in such Certificate; and the City will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The City is duly authorized under the laws of the State of Texas to issue the Certificates; all action on its part for the creation and issuance of the Certificates has been duly - 28 - #5374076.1 and effectively taken; and the Certificates in the hands of the Owners thereof are and will be valid and enforceable obligations of the City in accardar�ce with iheir terms. Section 9.03. Pravisions Concernin Fg_ ederal Incame Tax Exclusion. The City intends that the interest on the Certificates be excludable from gross incorne for federal income tax purposes pursuant to sectians l 03 and 141 through 1 SO of the Code and the applicable Treasury Regulatians promulgated thereunder (the "Regulations"). The City covenants and agrees not to take any action, or omit to take any action within its control, that if taken or omitted, respectively, wauld �i) cause the interest an the Certificates to be includable in gross income, as defined in section 61 of the Code, for federal income tax purposes or (ii) result in the violatian of ar failure to satisfy any pravision af sections 103 and 141 through 150 of the Code and the applicable Regulatians. In particular, the City covenants and agrees to comply with each requirement of Sectians 9.43 through 9,13, inclusive; provided, hawever, that the City will not be required ta comply with any particular requirement of Sections 9.03 through 9.13, inciusive, if the City has received an opinion of natianally recognized band caunsel ("Counsel's Opinion") that (i) such noncompliance will nat adversely affeet the exclusion fram grass income for federal income ta�c purpases of interest on the Certificates or (ii) campliance with some other requirement will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such ather requirement specified in such Counsel's Opinion will constitute compliance with the corresponding requirement specified in Sections 9.03 thraugh 9.13, inclusive. Section 9.04. No Private Use or Payment and Na Private Loan Financin�. The City covenants and agrees that it will make such use of the proceeds of the Certificates, including interest or other investment income derived from Certificate praceeds, regulate the use af property financed, directly or indirectly, with such proceeds, and take such ather and further action as rnay be required so that the Certificates will not be "private activity bonds" within the meaning of section 141 af the Code and the Regulations promulgated thereunder. Moreover, the City will certify, through an authorized officer, employee or agent, that, based upon all facts and estinnates known or reasonably expected to be in existence an the date the Certificates are delivered, the proceeds of the Certificates will nat be used in a manner that would cause the Certificates to be "private activity bonds" within the nneaning of section 141 of the Code and the Regulations pramulgated thereunder. Section 9.05. No Federal Guarantv. The City covenants and agrees not ta take any action, or knowingly omit to take any action within its cantrol, that, if taken ar omitted, respectively, would cause the Certificates to be "federally guaranteed" within the meaning of section 149(b} of the Cade and the applicable Regulatians prornulgated thereunder, except as permitted by sectian 149(b)(3) of the Code and such Regulations. Section 9.06. No Hedge Bands. 'The City cavenants and agrees not to take any actian, or knowingly omit ta take any action, within its control, that, if taken or otnitted, respectively, would cause fihe Certificates to - 29 - as37aa7b.� be "hedge bonds" within the meaning of section 149(g) of the Code and the applicable Regulations promulgated thereunder. Section 9.07. No Arbitra�e. The City covenants and agrees that it will make such use of the proceeds of the Certificates, including interest or other investment income derived from Certificate proceeds, regulate investments of proceeds of the Certificates, and take such other and further action as may be required so that the Certificates will not be "arbitrage bonds" within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder. Moreover, the City will certify, through an authorized officer, employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the date the Certificates are delivered, that the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be "arbitrage bonds" within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder. Section 9.08. Arbitrage Rebate. If the City does not qualify for an exception to the requirements of section 148(� of the Code relating to the required rebate to the United States, the City will take all necessary steps to comply with the requirement that certain amounts earned by the City on the investment of the "gross proceeds" of the Certificates (within the meaning of section 148(fl(6)(B) of the Code), be rebated to the federal government. Specifically, the City will (i) maintain records regarding the investment of the gross proceeds of the Certificates as may be required to calculate the amount earned on the investment of the gross proceeds of the Certificates separately from records of amounts on deposit in the funds and accounts of the City allocable to other bond issues of the City or moneys that do not represent gross proceeds of any bond issues of the City, (ii) determine at such times as are required by the applicable Regulations, the amount earned from the investment of the gross proceeds of the Certificates that is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Certificates, or on such other dates as may be permitted under applicable Regulations, all amounts required to be rebated to the federal government. Further, the City will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Certificates that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. Section 9.09. Information Reportin�. The City covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Certificates are issued, an information statement concerning the Certificates, all under and in accordance with section 149(e) of the Code. - 30 - #5374076.1 Section 9.10. Record Retention. The City will retain all pertinent and material records relating to the use and expenditure of the proceeds of the Certificates until three years after the last Certificate is redeemed, or such shorter period as authorized by subsequent guidance issued by the Department of the Treasury, if applicable. All records will be kept in a manner that ensures their complete access throughout the retention period. For this purpose, it is acceptable that such records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic system includes reasonable controls and quality assurance programs that assure the ability of the City to retrieve and reproduce such books and records in the event of an examination of the Certificates by the Internal Revenue Service. Section 9.11. Re�istration. The.Certificates will be issued in registered form. Section 9.12. Deliberate Actions. The City will not take a deliberate action (as defined in section 1.141-2(d)(3) of the Regulations) that causes the Certificates to fail to meet any requirement of section 141 of the Code after the issue date of the Certificates unless an appropriate remedial action is permitted by section 1.141-12 of the Regulations, the City takes such action, and a Counsel's Opinion is obtained that such remedial action cures any failure to meet the requirements of section 141 of the Code. Section 9.13. Continuin� Obli atg ion• Notwithstanding any other provision of this Ordinance, the City's obligations under the covenants and provisions of Sections 9.03 through 9.13, inclusive, shall survive the defeasance and discharge of the Certificates for as long as such matters are relevant to the exclusion from gross income of interest on the Certificates for federal income tax purposes. ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an "Event of Default,"to-wit: (a) the failure to make payment of the principal of, redemption premium, if any, or interest on any of the Certificates when the same becomes due and payable; or (b) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Owners, including but not limited to, their prospect or ability to be repaid in accordance with this - 31 - #5374076.1 Ordinance, and the continuation thereof for a period of 30 days after notice af such default is given by any Owner to the City; or {c) An arder af relief shall be issued by the Bankruptcy Court af the United States District Court having jurisdiction, granting the City any relief under any Applicable Law, or any other court having valid jurisdiction shall issue an order or decree under applicable federal ar state law praviding for the appointrnent of a receiver, liquidator, assignee, trustee, sequestrator, ar other similar official far the City of any substantial part of its property, affairs or assets, and the continuance of any such decree or arder unstayed and in effect for a period of 90 consecutive days. Section 10.Q2. Remedies for Default. (a) Upan the happening of any Event of Default, then and in every case any Owner or an authorized representative thereof, inciuding but not limited to, a trustee or trustees therefor, may praceed against the City for the purpose of protecting and enforcing the rights of the Owners under this Ordinance, by rnandamus or other suit, action or special praceeding in equity or at law, in any court af competent jurisdiction, far any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful ar in violation of any right of the Owners hereunder or any combination of such rernedies. (b} It is pravided that all such proceedings shall be instituted and maintained far the equal benefit of all Owners af Certificates then outstanding. Section 1 q.03. Remedies Nat Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or rernedies, but each and every such remedy sha11 be cumulative and sha11 be in addition to every other rernedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (b} The exercise of any remedy herein conferred ar reserved sha1� nat be deemed a waiver of any other available remedy. ARTICLE XI DISCHARGE Section 11.01. Dischar�e. The City reserves the right to defease, discharge ar refiznd the Certificates in any manner permitted by applicable 1aw. - 32 - as3aaa7�.� ARTICLE XII CONTINUING DISCL,OSURE UNDERTAKING Sectian 12,01. Annual Reports. (a) The City shali provide annually to the MSRB, (1) within six months after the end af each fiscal year of the City, financial information and operating data with respect to the City of the general type included in the final Official Statement, being information deseribed in the Appendix A as Tables numbered 1 through 6 and $ through 1 S, including financial statements of the City if audited financial statements of the City are then available, and (2) if not provided as part such financial infarmation and operating data, audited financial statements of the City, when and if available. Any financial statements to be provided shall be (i) prepared in accordance with the accounting principles appended ta the Official Statement, or such other accounting principles as the City rnay be required ta employ fram tirne ta time pursuant ta state law or regulation, and (ii) audited, if the City commissions an audit af such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not camplete within 12 months after any such fiscal year end, then the City shall file unaudited financial staternents within such 1 Z-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. {b} If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise wauld be required to provide financial information and operating data pursuant to this Section. (c} All financial information, operating data, financial statements, and notices required by this Sectian to be pravided to the MSRB shall be provided in an electranic format and be accampanied by identifying inforrnation prescribed by the MSRB. Financial inforrnation and operating data to be pravided pursuant to Section may be set forth in full in one or more dacuments or may be included by specific reference to any document (including an official statement or other offering docurnent) available ta the public on the MSRB's Internet Web site or filed with the SEC. Section 12.02. Notice of Certain Events. (a) The City shall provide the following to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess af ten (10} business days after the occurrence af the event, notice of any af the fallowing events with respect to the Certificates: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if rnaterial; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv} Unscheduled draws an credit enhancernents reflecting financial difficulties; - 33 - #5374475.4 (v) Substitution af credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed ar final determinations of taxability, Natices of Proposed Issue {IRS Farm 5701-TEB) or ather material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status af the Certificates; (vii) Modifications to rights of the halders of the Certificates, if material; (viii) Certificate calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment af the Certificates, if material; {xi} Rating changes; {X11} Bankruptcy, insolvency, receivership or similar event of the City; Note ta para�ra,ph (xii): For the purposes of the event identified in paragraph (xii) of this section, the event is considered to accur when any of the following occur: the appaintment of a receiver, fiscal agent or similar officer far the City in a proceeding under the U.S. Bankruptcy Code ar in any other proceeding under state ar federal 1aw in which a court or govenunental authority has assurned jurisdiction over substantially all of the assets ar business af the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in passession but subject to the supervisian and orders of a court or governmental autharity, or the entry af an arder confirming a plan of reorganization, arrangement or liquidation by a court or governrnental autharity having supervision or jurisdiction aver s�bstantially all of the assets or business of the City. (xiii) The consummatian of a merger, cansolidation, or acquisition involving the City or the sale of a1I or substantially a11 of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an actian or the termination of a definitive agreement relating ta any such actians, ather than pursuant ta its terms, if material, and (xiv) Appointment of successor or additional paying agent/registrar or the change af name of a paying agentlregistrar, if material. {b) The City shall provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, notice of a failure by the City ta provide required annual financial information and notices of material events in accardance with Section 12,01 and section �a) above. All documents provided ta the MSRB pursuant to this section shall be accompanied by identifying infarmatic�n, as prescribed by the MSRB, and will be available via EMMA at www.emma.msrb.org, - 34 - #53740�6.i Sectian 12.03. Limitations Disclaimers and Amendments. (a) The City shall be obligated to observe and perform the covenants specified in this Article for so long as, but anly for so long as, the City remains an "abligated persan" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit made in accordance with Article XI that causes Certificates no longer to be Outstanding. (b) The provisions of this Article are for the sale benefit of the Owners and beneficial awners of the Certificates, and nothing in this Article, express or implied, shall give any benefit ar any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes ta pravide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant ta this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, conditian, or prospects or hereby undertake to update any infarmation provided in accardance with tl�is Article or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such infarmatian or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUNISTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL OWNER O�` ANY CERTIFICATE OR ANY OTHER PERSON, 1N CQNTRACT OR TORT, FOR L7AMAGES RESULTING 1N WHOLE OR 1N PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT Sl'ECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACe(�UNT OF ANY SUCH BREACH SHALL BE LIMTTED TO AN ACTIC?N FOR MANDANIUS OR SPECIFIC PERFORMANCE. (c) Na default by the City in observing or performing its obligations under this Article shall comprise a breach of or default under the Ordinance for purpases af any other provisions of this Ordinance. (d) Nothing in this Article is intended or shail act to disclaim, waive, or atherwise limit the duties of the City under federal and state securities laws. (e) The provisions of this Article rnay be amended by the City from time to time to adapt to changed circumstances that arise fram a change in legal requirements, a change in 1aw, ar a change in the identity, nature, status, or type af operations of the City, but only if(1) the provisions of this Article, as so atnended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretatians of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (A) the Owners of a majarity in aggregate principal arnount (or any greater amount required by any other pravisions of this Ordinance that autharizes such an amendment) af th� Outstanding Certificates consent to such amendment or (B) a person that is unaffiliated with the City (such as nationally recognized band counsel) determines that such amendrnent will not materially impair the interests of the Qwners and beneficial owners of the Certificates. If the City so amends the provisions af this Article, it shall _ 35 _ as37aa7�.� include with any amended financial information ar operating data next provided in accordance with Section 12.01 an explanatian, in narrative form, of the reasons far the amendment and of the impact af any change in the type of financial infarmation or operating data so provided. ARTICLE XIII MISCELLANEOUS Section I3.01. Changes to 4rdinance. The Mayor, City Manager and Chief Financial Officer, in eonsultation with Band Counsel, are each hereby authorized to make changes to the terrns of this Ordinance if necessary or desirabie to carry out the purpases hereof ar in connection with the approval of the issuance of the Certificates by the Attorney General of Texas. Section 13.02. Partial Invaliditv. � If any section, paragraph, clause or provisian of this Ordinance shall for any reasan be held to be invalid or unenforceable, the invalidity or unenfarceability of such section, paragraph, clause or pravision shall not affect any of the remaining provisions of the Ordinance. Section 13.03. No Personal Liability. No recourse shall be had for payment of the principal af or interest on any Certificates or for any claim based thereon, or on this Ordinance, against any official or emplayee of the City ar any person executing any Certificates. ARTICLE XIV � EFFECTIVE IMMEDIATELY Section 14.01. Effectiveness. This Ordinance shall become effective imrnediately upon its adoptian at this meeting pursuant to Section 1201.42$, Texas Gavernment Code. - 36 - #5374476.1 APPROVED this�_day of January, 2017. Mayor, City of Grapevine, Texas � ATTEST: �,RAp,� oF. -..�`iy � j �fi �,. � V� \�R1 City Secretary, City of Grapevine, Te `� i a v- . i � `y�`�r �^lI/ 7S * 7[ APPROVED AS TO FORM: City Attorney, City of Gr evine, Texas Signature Page for Ordinance Series 2017 Cambination Tax and Revenue Certificates of`Obligation EXHIBIT A DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION The fallawing 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 accardance with such Article are as specified (and included in the Appendix ar other headings af the Official Statement referred ta) below: 1. The audited financial statements of the City for the most recently concluded fiscal year. 2. Statistical and financial data set forth in Tables 1-6 and 8-15 in the 4fficial Statement. Accounting Principles The accounting principles referred to in such Article are the accounting principles described in the nates to the financial statements set forth in Appendix B ta the Qfficial Statement. A-1 #5374475.1