HomeMy WebLinkAboutORD 1996-083 ���
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ORDINANCE NO. 96-83
BOND ORDINANCE
$9,785,000
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�irrr
CITY OF GRAPEVINE,TEXAS
GENERAL OBLIGATION BONDS,SERIES 1996
Dated: October 1, 1996
Adopted: October 15, 1996
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CERTIFICATE FOR ORDINANCE
I,the undersigned Ciry Secretary of the City of Grapevine,Texas,hereby certify as follows:
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1. The Ciry Coimcil of said City convened in Regulaz Session on October 15, 1996,at the location
specifie�in the public notice of said mceting,and the roll was called of the duly constituted officers and members
of said City Council,tawit:
William D.Tate,Mayor
T�d R.Ware,Mayor Pro T�m
C.Shane Wilbanks,Councilmember
Sharron Spencer,Councilmember
Clydene Johnson,Councilmember
Jerry L.Pittman, Councilmember
Roy Stewart, Councilmember
and all of said persons were present,except for the following.������ ;
thus constituting a quorum. Whereupon, among other business, the following was transacted at said
meeting. a written Ordinance entitled AN ORDINANCE OF THE CITY COUNCII.OF THE CTI'Y
OF GRAPEVINE, TEXAS, AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
GRAPEVINE,TEXAS,GENERAL OBLIGATION BONDS,SERIES 1996,IN TI�AGGREGATE
PRINCIPAL AMOUNf OF $9,785,000; PRESCRIBING THE FORM OF SAID BONDS;
AWARDINGTHE SALE THEREOF;LEVYING A TAX IN PAYMENT TI�REOF;APPROVING
THE OFFICIAL STATEMENT; ENACTING OTHER PROVISIONS RELATIlVG THERETO;
DECLARING AN EMERGENCY;AND PROVIDING AN EFFECTIVE DATE was duly introduced
for consideration of said City Council. It was then duly moved and seconded that said Ordinance be
passed;and,after due discussion,said motion,carrying with it the passage of said Ordinance,prevailed
and carried by the following vote:
AYES:� NOES:� ABSTENTTONS: �
2. A true,full and correct copy of the aforesaid Ordinance passed at the meeting described in
the above and foregoing paragraphs is attached to and follows this Certificate;said Ordinance has been
duly recorded in the o�cial minutes of said City Council;the above and foregoing pazagraph is a true
and correct excerpt from said minutes of said meeting pertaining to the passage of said Ordinance;the
persons named in the above and foregoing pazagraph,at the time of said meeting and the passage of said
Ordinance, were the duly chosen, qual�ed and acting of�cers and members of said City Council as
indicated therein; each of said officers and members was duly and sufficiently notified officially and
personally in advance,of the time,place and purpose of the aforesaid meeting and that said Ordinance
would be introduced and considered for passage at said meeting, and each of said officers and members
consented in advance to the holding of said meeting for such purpose;and said meeting was open to the
public, and public notice of the time, place and purpose of said meeting was given, all as required by
Vernon's Ann.'I�xas Government Code,Section 551.041, as amended.
6.1�F:IFINANK'RA32S29001VNISCICER7'ORD
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,�< � TABLE OF CONTENTS
Pa�e
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Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
A.RTICLE I
DEFIMTIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section1.03. Findings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.04. Table of Contents,Titles and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.05. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II
SECURITY FOR THE BONDS;INTEREST AND SINKING FUND
Section2.01. Tax Levy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
,,,,,,, ARTICLE III
� AUTHORIZATION; GE�TERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.02. Date, Denomination,Maturities and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.03. Medium,Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.04. Fxecution and Registration of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.05. Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.06. Registration,Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.07. Cancellation and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S
Section 3.08. Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.09. Replacement Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.10. Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.11. Successor Securities Depository;Transfer Outside Book-Entry Only System . . . . 11
Section 3.12. Payments to Cede& Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE IV
REDEMPTION OF BONDS BEFORE?�fATURITY
�-:�. 11
Section 4.01. Limitation on Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 4.02. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.03. Mandatory Sinking Fund Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
� 12
Section 4.04. Partial Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Section 4.05. Notice of Redemption to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
� Section 4.06. Payment Upon Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.07. Effect of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.02. Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.03. Maintaining Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.04. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.05. Notice of Change to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.06. Agreement to Perform Duties and Functions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.07. Delivery of Records to Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VI
FORM OF THE BONDS
� Section 6.01. Form Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6.02. Form ofthe Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
;,,�,, Section 6.03. CUSIP Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.04. Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.05. Municipal Bond Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
A.RTICLE VII
SALE AND DELIVERY OF BONDS,DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds, Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.02. Control and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE VIII
CREATION OF FU�tDS AND ACCOUNTS;
DEPOSIT OF PROCEEDS;INVESTMENTS
Section 3.01. Creation of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 8.02. Depositof Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 8.03. Interest and Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 8.04. Construction Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
� - 23
Section 8.05. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 8.06. InvestmentIncome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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AKTICLE IX
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PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 9.02. Other Representations and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 9.03. Provisions Concerning Federal Income Tax Exclusion . . . . . . . . . . . . . . . . . . . . . . . 23
Section 9.04. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 9.05. No Federal Guazanty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 9.06. Bonds are not Hedge Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 9.07. No-Arbitrage Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 9.08. Arbitrage Rebate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 9.09. Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 9.10. Continuing Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
� Section 10.02. Remedies for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 10.03. Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
�` ARTICLE XI
DISCHARGE
Section 11.01. Discharge by Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 11.02. Dischazge by Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
AR1'ICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01. Definitions of Continuing Disclosure Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 12.02. Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 12.03. Material Event Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 12.04. Limitations, Disclaimers and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE XIII
EMERGENCY
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Section 13.01. Declaring an Emergency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
y`",�" EYECUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.1�F:\F7NAN�GRA32S29W 1�BOND.ORD
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"�""`� AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE,
TEXAS, AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
GRAPEVINE,TEXAS,GENERAL OBLIGATTON BONDS,SERIES 1996, IN THE
��� AGGREGATE PRINCIPAL AMOUNT OF�9,785,000;PRFSCRIBINGTHE FORM
OF SAID BONDS; AWARDING THE SALE THEREOF; LEVYING A TAX IN
PAYMENT THEREOF; APPROVING THE OFFICIAL STATEMENT;
ENACTING OTHER PROVISIONS RELATING THERETO; DECLARING AN
EMERGENCY;AND PROVIDING AN EFFECTIVE DATE
WHEREAS, in accordance with the Constitution and the laws of the State of Texas, bond
elections were held in the City of Grapevine,Tesas (the "City"), on March 28, 1992, and October 29,
1994, respectively,wherein bonds for permanent improvements were duly and favorably voted; and
WHEREAS, at said elections, the following were among the purposes and amounts of general
obligation bonds authorized; the amounts previously issued for said purposes pursuant to the voted
authorizations;the amounts therefrom being issued pursuant to this Ordinance(the"Ordinance"); and
the respective balances that remain unissued for the indicated purposes after the issuance of the bonds
herein authorized, to-wit:
Amount Amount
Election Amount Previously Being Unissued
"'�"`" Purpose Date Voted Issued Issued Balance
�, Streets 3/28/92 $ 18,600,000 � 11,52�,000 $ 7,075,000 -0-
Streets 10/29/94 3,000,000 1,500,000 1,500,000 -0-
Swimming Pool 10/29/94 1,�60,000 350,000 1,210,000 -0-
WHEREAS,the City Council hereby finds,determines and declares that it is necessary and in
the best interests of the City and its citizens that it authorize by this Ordinance the issuance and delivery
of bonds for the construction of the improvements contemplated herein at the earliest date; and
WHERF..AS,the meeting at which this Ordinance is considered is open to the public as required
by law, and the public notice of the time,place and purpose of said meeting was given as required by
Chapter 551,Texas Government Code, as amended; therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE,TEXAS:
ARTICLE I
DEFIIVITIONS AND OTHER PRELIMINARY VIATTERS
Section 1.01. Definitions. Unless otherwise e:cpressly provided or unless the context cleariy
,�_.�, requires otherwise in this Ordinance, the following terms shall have the meanings specified below:
"Bond" means any of the Bonds.
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""`�' `Bond Date" means the initial date from which interest on the Bonds accrues and which is
designated in Section 3.02(a) of this Ordinance.
"`�'�' "Bonds"means the Cit�s bonds authorized to be issued by Section 3.01 of this Ordinance and
designated as "City of Grapevine, Texas, General Obligation Bonds, Series 1996," in the aggregate
principal amount authorized in Section 3.01 hereof.
"Closing Date"means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations,published rulings and court decisions.
"Construction Fund" means the construction fund established by Section 8.01(a)(ii) of this
Ordinance.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named in this Ordinance,the Designated Paymentfl'ransfer office as desi�ated in the
Paying Agent/Registrar Agreement,or at such other location desi�ated by the Paying Agent/Re�strar
and(ii)with respect to any successor Paying Agent/Registrar, the office of such successor designated
and located as may be agreed upon by the City and such successor.
"DTC"shall mean The Depository Trust Company of New York, New York, or any successor
"�`"' securities depository.
�.�.,« "DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities to
facilitate the clearance and settlement of securities transactions among DTC Participants.
"Event of DefaulY'means any event of default as defined in Section 10.01 of this Ordinance.
"Initial Bond"means the Bond described in Sections 3.04(d) an� 6.02(d) of this Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund established by Section
8.01(a)(i) of this Ordinance.
"Interest Payment Date"means the date or dates on which interest on the Bonds is scheduled
to be paid until their respective dates of maturity or prior redemption, such dates being February 15
and August 1�, commencing February 1�, 1997.
"Owner" means the person who is the re�stered owner of a Bond or Bonds, as shown in the
Register.
"Paying Agent/Registrar" means initially Bank One, Tesas, N.A., Fort Worth, Texas, or any
�F � successor thereto as provided in this Ordinance.
"Paying Agent Regstrar Agreement"means the Paying Agent/Registrar Agreement between
�, the City and the Paying Agent/Registrar for the Bonds.
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'° ' "Purchaser"means the person, firm or entity initially purchasing the Bonds from the City and
which is designated in Section 7.01 of this Ordinance.
� •y "Record Date"means the last business day of the month next preceding an Interest Payment
Date.
"Register"means the Register specified in Section 3.06(a) of this Ordinance.
"Representation Letter" means the Blanket Letter of Representations between the City and
DTC.
"Special Record Date"means that special record date established pursuant to Section 3.03(�
hereof.
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of principal of or interest on the Bonds as the same come due and payable and remaining
unclaimed by the Owners of such Bonds for 90 days after the applicable payment or redemption date.
Section 1.02. Other Definitions. The terms "City Council" and "City" shall have the
respective meanings assigned thereto 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 ontents Titles and HeadinQS. 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. Inter�retation. (a) Unless the context requires otherwise, words of the
masculine gender shall be construed to include conelative words of the feminine and neuter genders
and vice versa, and words of the singular number shall be construed to include correlative words of the
plural number and vice versa.
(b) This Ordinance and all the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
,.�:,,;
Section Z.Ol. Tax Le . (a) Pursuant to the authority�anted by the Te.cas Constitution and
the laws of the State of Tesas, there shall be levied and there is hereby levied for the current year an
for each succeeding year hereafter wiule any of the Bonds or any interest thereon is outstanding and
unpaid, an ad valorem tax on each one hundred dollars valuation of tu�able propertv within the City,
at a rate sufficient,within the limit prescribed by law, to pay the debt service requirements of the Bonds,
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..�. being(i) the interest on the Bonds, and (u) a sinking fund for their redemption at maturity or a sinking
fund of two percent (2%) per annum (whichever amount is greater), when due and payable, full
allowance being made for delinquencies and costs of collection.
� (b) The ad valorem tax thus levied shall be assessed and collected each year against all
properry appearing on the tax rolls of the City most recently approved in accordance with law and the
money thus collected shall be deposited as collected to the Interest and Sinking Fund.
(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed
irrevocably to the payment of the principal of and interest on the Bonds when and as due and payable
in accordance with their terms and this Ordinance.
(d) If the lien and provisions of this Ordinance shall be discharged in a manner permitted
by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately
reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be
suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal
amount of outstanding Bonds,there shall be subtracted the amount of any Bonds that have been duly
called for redemption and for which money has been deposited with the Paying Agent/Registrar for
such redemption.
ARTICLE III
� AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDINGTHE BONDS
�
Section 3.01. Authorization. The City's bonds to be designated "City of Grapevine,Texas,
General Obligation Bonds, Series 1996," are hereby authorized to be issued and delivered in
accordance with the Constitution and laws of the State of Texas, including specifically Article 1175,
V.A.T.C.S., as amended, and the Charter of the City. The Bonds shall be issued in the ago egate
original principal amount of$9,785,000,for the purposes of providing funds to pay the costs of issuing
the Bonds and to construct permanent public improvements, to wit: (i) $7,075,000 constructing,
reconstructing,improving,repairing,developing,e�ending and expanding streets,thoroughfares,alleys,
sidewalks, and other public ways of the City, including related storm drainage facilities and
improvements,signalization and other traffic controls,street lighting and the acquisition of any needed
rights-of-way therefor; (ii) $1,500,000 for engineering, constructing, reconstructing, improving,
repairing,developing,extending and expanding streets, thoroughfares,sidewalks and other public ways
of the City,including necessary and related storm drainage facilities and improvements,signalization
and other traffic controls,street lighting, and the acquisition of any needed rights-of-way therefor; (iii)
�1,210,000 for acquiring, constructing, developing, improving, renovating and equipping municipal
outdoor swimming pools in and for the City, including the acquisition of necessary sites therefor
(collectively,the "Project").
Section 3.02. Date Denomination Vlaturities and Interest. (a) The Bonds shall be dated
�^" October 1, 1996, shall be in fully registered form,without coupons, in the denomination of�5,000 or
any integral multiple thereof, and shall be numbered separately from one upward, escept the Bond,
which shall be numbered T 1.
�
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,�, (b) The Bonds shall mature on February 1� in the years and in the principal amounts and
shall bear interest as set forth in the following schedule:
� Principal Interest
Yea Installments Rates
2000 $310,000 7.00%
2001 3�0,000 7.00%
2002 350,000 7.00%
2003 370,000 7.00%
2004 395,000 7.00%
2005 420,000 5.65%
2006 445,000 5.00%
2007 475,000 5.10%
2008 505,000 5.125%
2009 535,000 5•��a
2010 56�,000 5.30%
ZOl l 600,000 5.35%
2012 640,000 5.40%
2013 680,000 5.50%
2014 720,000 5.50%
,�, 2017 2,445,000 5.�0%
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or prior
� redemption, from the later of the Bond 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 clugust 15,commencing February 15, 1997. Interest on the Bonds 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 Pavment. (a) The principal of and interest on
the Bonds shall be paid in lawful money of the United States of America.
(b) Interest on the Bonds shall be payable to the Owners as shown in the Register at the
close of business on the Record Date.
(c) Interest on the Bonds shall be paid by check,dated as of the Interest Payment Date,and
sent by the Paying Agent/Registrar to each Owner, first class United States mail, postage prepaid, to
the address of each Owner as it appears in the Register, or by such other customary banking
arrangement acceptable to the Paying Agent/Re�strar and the Owner;provided, however, the Owner
shall bear all risk and expense of such other banking arrangement.
(d) The principal of each Bond shall be paid to the Owner thereof on the due date (whether
""�" at the Maturiry Date or the date of prior redemption thereo� upon presentation and surrender of such
Bond at the designated office of the Paying Agent/Re�strar.
�
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� (e) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the date for
� such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day
on which banking institutions are required or authorized to close,and payment on such date shall have
the same force and effect as if made on the original date payment was due and no additional interest
shall be due by reason of nonpayment on the date on which such payment is otherwise stated to be due
and payable.
(� In the event of a nonpayment of interest on a scheduled payment date, and for thirty
(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 fifteen (15)days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first class, postage prepaid, to the address of each Owner 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.
(g) Unclaimed Payments shall be se�regated in a special account and held in trust,
uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to which the
Unclaimed Payments pertain. Subject to Title 6,Texas Properry Code,Unclaimed Payments remaining
,,..., unclaimed by the Owners entitled thereto for three (3) years after the applicable payment or
redemption date shall be applied to the ne�ct payment or payments on the Bonds thereafter coming due
;� and,to the extent any such money remains after the retirement of all outstanding Bonds,shall be paid
to the City to be used for any lawful purpose. Thereafter,neither the City, the Paying Agent/Registrar
nor any other person shall be liable or responsible to any holders of such Bonds for any further payment
of such unclaimed moneys or on account of any such Bonds, subject to Title 6, Texas Properry Code.
Section 3.04. Execution and Re�stration of Bonds. (a) The Bonds shall be executed on
behalf of the City by the Mayor and the City Secretary,by their manual or facsimile signatures, and the
official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on
the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person
by each of said officers, and such facsimile seal on the Bonds shall have the same effect as if the official
seal of the City had been manually impressed upon each of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery
thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes
as if such officer had remained in such office.
(c) Except as provided below,no Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by
�"""' manual execution by an officer or duly authorized si�atory of the Paying Agent/Reg.istrar. It shall not
� be required that the same officer or authorized signatory of the Paying Agent/Registrar si� the
� Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying
Agent/Registrar described above, the Initial Bond delivered at the Closing Date shall have attached
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""�"" thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually
executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent,
which Certificate shall be evidence that the Bond has been duly approved by the Attorney General of
"'�" the State of Texas and that it is a valid and binding obligation of the City, and has been registered by
the Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date,one Initial Bond representing the entire principal amount of the
Bonds, payable in stated installments to the Purchaser or its designee, executed with the manual or
facsimile signature of the Mayor and City Secretary of the City, 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 Bond,the Paying Agent/Registrar shall cancel the Initial Bond
and deliver registered definitive Bonds to DTC in accordance with Section 3.10. To the extent the
Paying Agent/Registrar is eligible to participate in DTC's FAST System, as evidenced by agreement
between the Paying Agent/Registrar and DTC, the Paying Agent/Re�istrar shall hold the definitive
Bonds in safekeeping for DTC.
Section 3.05. Ownershin. (a) The City, the Paying Agent/Registrar and any other person
may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the
purpose of making and receiving payment of the principal thereof and redemption premium, if any,
thereon, for the further purpose of making and receiving payment of the interest thereon (subject to
the provisions herein that interest is to be paid to the person in whose name the Bond is registered on
the Record Date or the Special Record Date, as applicable),and for all other purposes,whether or not
�""' such Bond is overdue,and neither the City nor the Paying Agent/Registrar shall be bound by any notice
or knowledge to the contrary.
w�.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liabiliry of the City and the Paying Agent/Registrar upon such Bond to the e�ctent of the
sums paid.
Section 3.06. Re�,istration Transfer and Exchan�e. (a) So long as any Bonds remain
outstanding, the City shall cause the Paying Agent/Re�strar to keep at the Desi�ated
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 Bonds
in accordance with this Ordinance.
(b) Registration of any Bond may be transferred in the Register only upon the presentation
and surrender of the Bond at the Desi�ated Payment/Transfer Office with such endorsement or other
e�ridence of transfer and with guarantee of signatures as is acceptable to the Paying Agent/Registrar.
��o transfer of any Bond shall be effective until entered in the Register. Upon assigiment and transfer
oi any Bond or portion thereof, a new Bond or Bonds will be issued by the Paying Agent/Registrar in
conversion and exchange for such transferred and assi�ed Bond. To the e�ent possible the Paying
Agent/Re�strar will issue such new Bond or Bonds in not more than three business days after receipt
of the Bond to be transferred in proper form and with proper instructions directing such transfer.
� (c) The Bonds shall be converted and exchanged only upon the presentation and surrender
thereof at the Designated Payment/Transfer Office, together with a written request therefor duly
� esecuted by the registered owner or assignee or assignees thereoi, or its or their duly authorized
attorneys or representatives,with guarantees of si�natures satisfactory to the Paying Agent/Re�strar,
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„�, for a Bond or Bonds of the same maturity and interest rate and in authorized denominations and in an
aggregate principal amount equal to the unpaid principal amount of Bonds presented for exchange.
The Paying Agent/ Registrar is hereby authorized to authenticate and deliver Bonds exchanged for
,..�. other Bonds in accordance with this Section. If a portion of any Bond is redeemed prior to its
scheduled maturity as provided herein, a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in the denomination or denominations of any integral multiple of
$5,000 at the request of the Owner, and in an aga egate principal amount equal to the unredeemed
portion thereof, will be issued to the Owner upon surrender thereof for cancellation. To the extent
possible,a new Bond or Bonds shall be delivered by the Paying Agent/Registrar to the Owners thereof
in not more than three business days after receipt of the Bond or Bonds in not more than three business
days after receipt of the Bonds to be exchanged in proper form and with proper instructions directing
such exchange.
(d) Each Bond issued in exchange for any Bond or portion thereof assigned,transferred or
converted shall have the same principal maturity date and bear interest at the same rate as the Bond
for which it is being exchanged. Each substitute Bond shall bear interest at the same rate as the Bond
for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish
it from each other Bond. The Paying Agent/Re�strar shall convert and exchange the Bonds as
provided herein, and each substitute Bond 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 e�rtent as the Bond or Bonds in lieu of which such substitute Bond is delivered.
,,,�, (e) The City will pay the Paying Agent/Registrar's reasonable and customary charge for the
initial registration or any subsequent transfer, exchange or conversion of Bonds, but the Paying
AgentlRegistrar will 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, e:cchange or
conversion of a Bond. In addition, the Ciry hereby covenants with the Owners of the Bonds that it will
(i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for
its services with respect to the payment of the principal of and interest on the Bonds,when due, and (u)
pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer,
registration, conversion and exchange of Bonds as provided herein.
(� Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or
exchange any Bond called for redemption,in whole or in part,where such redemption is scheduled to
occur within 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 Bond.
Section 3.07. C'ancellation and Authentication. (a) All Bonds paid or redeemed before
scheduled maturity in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds
or replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be
cancelled by the Paying Agent/Re�strar. All cancelled Bonds held by the Paying Agent/Registrar shall
be disposed of pursuant to the Securities Exchange Act of 1934.
(b) Each substitute Bond issued pursuant to the provisions of Section 3.06 and 3.09 of this
"""”" Ordinance,in conversion of and exchange for or replacement of any Bond or Bonds issued under this
Ordinance, shall have printed thereon a Paying Agent/Regstrar's Authentication Certificate, in the
form hereinafter set forth. An authorized representative of the Paying Agent/Regstrar shall, before
�"` the delivery of any such Bond, manually sign and date such Bond, and no such Bond shall be deemed
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.�� to be issued or outstanding unless such Certificate is so executed. No additional ordinances, orders,
or resolutions need be passed or adopted by the City Council or any other body or person so as to
accomplish the foregoing conversion and exchange or replacement of any Bond or portion thereof, and
� the Paying AgentlRegistrar shall provide for the printing, execution, and delivery of the substitute
Bonds in the manner and in the form prescribed herein. Pursuant to Article 717k-6,TEX. REV. CIV.
STAT. ANN, as amended, and particularly Seciion 6 thereof, the duty of conversion and exchange or
replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the
execution of the above Paying Agent/Re�strar's Authentication Certificate, the converted and
exchanged or replaced Bonds shall be valid, incontestable, and enforceable in the same manner and
with the same effect as the Initial Bond which was originally delivered pursuant to this Ordinance,
approved by the Attorney General, and registered by the Comptroller of Public Accounts.
(c) Bonds issued in conversion and exchange or replacement of any other Bond or portion
thereof, (i)shall be issued in fully registered form,without interest coupons,with the principal of and
interest on such Bonds to be payable only to the regstered owners thereof, (ii) may be redeemed prior
to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and
exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii)
the principal of and interest on the Bonds shall be payable,all as provided, and in the manner required
or indicated,in the Form of Bond set forth in this Ordinance.
Section 3.08. Tem�orarv Bonds. (a) Following the delivery and registration of the Initial
Bond and pending the preparation of definitive Bonds,the proper officers of the City may execute and,
,.�» upon the City's request, the Paying Agent/Re;istrar shall authenticate and deliver, one or more
temporary Bonds that are printed,lithographed, typewritten, mimeographed or otherwise produced,
� in any denomination, substantially of the tenor of the definitive Bonds 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 Bonds may determine, as evidenced by
their sigung of such temporary Bonds.
Section 3.09. Re�lacement Bonds. (a) Upon the presentation and surrender to the Paying
Agent/Re�strar of a mutilated Bond,the Paying Agent/Registrar, at the Designated Payment/Transfer
Office, shall authenticate and deliver in eschange therefor a replacement Bond 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 Bond 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 Bond 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
lmowledge that such Bond has been acquired by a bona�ide purchaser, shall authenticate and deliver
a replacement Bond 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 Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
�°"' A�ent/Registrar to save it and the City harmless;
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.� (iii) pays all expenses and charges in connection therewith,including,but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any 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 Bond, a bona fide purchaser of the original
Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the
City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond 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 Ciry or the Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Bond has become or is about to become due and payable,the Paying Agent/Registrar, in its discretion,
instead of issuing a replacement Bond,may pay such Bond if it has become due and payable or may pay
such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute an
original additional contractual obligation of the Ciry and shall be entitled to the benefits and security
of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is
� delivered.
�,,,,,, Section 3.10. Book-Entry Onlv Svstem. (a) Notwithstanding any other provision hereof,upon
initial issuance of the Bonds, the Bonds shall be registered in the name of Cede & Co., as nominee of
DTC. The definitive Bonds shall be initially issued in the form of a single separate fully rebistered Bond
for each of the maturities thereof.
(b) Wth respect to Bonds registered in the name of Cede & Co., as nominee of DTC,the
City and the Paying AgentJ 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 Bonds. 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 Bonds, (ii) the delivery to any DTC
Participant or any other person,other than a Bondholder, as shown on the Register, of any notice with
respect to the Bonds,including any notice of redemption, or(iii) the payment to any DTC Participant
or any other person, other than a Bondholder, as shown in the Register, of any amount with respect to
principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this
Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and
consider the person in whose name each Bond is re,s�istered in the Register as the absolute owner of
such Bond for the purpose of payment of principal of, premium,if any, and interest on the Bonds, for
the purpose of all matters with respect to such Bond,for the purpose of registering transfer with respect
to such Bond, and for all other purposes whatsoever. The Paying Agent/Re�istrar shall pay all principal
� of, premium, if any, and interest on the Bonds 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 Bonds to the e:ctent of the
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� �_» sum or sums so paid. No person other than an owner, as shown in the Register, shall receive a Bond
certificate evidencing the obligation of the City to make payments of amounts due pursuant to this
Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that
DTC has determined to substitute a new nominee in place of Cede & Co., the word"Cede & Co." in
this Ordinance shall refer to such new nominee of DTC.
(c) The 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 Bonds.
Section 3.11. Successor Securities DeDOSItOry' Transfer Outside Book-Entrv Onlv Svstem.
In the event that the City or the Paying Agent/Regstrar determines that DTC is incapable of
discharging its responsibilities described herein and in the representation letter of the City to DTC,and
that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated
Bonds, or in the event DTC discontinues the services described herein, the City or the Paying
Agent/Registrar shall(i)appoint a successor securities depository,qualified to act as such under Section
17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of
the appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or(ii)notify DTC and DTC Participants of the availability through
DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited
to their DTC accounts. In such event,the Bonds shall no longer be restricted to being registered in the
Register in the name of Cede & Co., as nominee of DTC,but may be registered in the name of the
,,,�. successor securities depository,or its nominee,or in whatever name or names Bondholders transferring
or exchanging Bonds shall designate,in accordance with the provisions of this Ordinance.
�
Section 3.12. Pa�ments to Cede&Co. Notwithstanding any other provision of this rdinance
to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC,
all payments with respect to principal of, premium,if any, and interest on such Bonds, and all notices
with respect to such Bonds, shall be made and �ven, respectively, in the manner provided in the
representation letter of the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE iV1ATL'RITY
Section 4.01. Limitation on Redem�tion. The Bonds shall be subject to redemption before
scheduled maturity only as provided in this Article IV.
Section 4.02. Optional Redemption. (a) The City reserves the option to redeem the Bonds
maturing on and after February 15, 2007, in whole or any part, before their respective scheduled
maturity dates, on February 15, 2006, or on any date thereafter, such redemption date or dates to be
fixed by the City, at a price equal to the principal amount thereof called for redemption plus accrued
interest to the date f�ed for redemption.
*""�'"' (b) The City,at least forty-five(45)days before the redemption date,unless a shorter period '
shall be satisfactory to the Paying Agent/Re,istrar, shall notify the Paying Agent/Registrar of such
redemption date and of the principal amount of Bonds to be redeemed.
�
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,.�. Section 4.03. Mandator� Sinking Fund Redem tp ion. (a) The Bonds stated to mature on
February 15, 2017 (the "Term Bonds") 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 set forth in the following schedule:
Redemption Principal
Date Amount
February 15, 2015 $765,000
February 15, 2016 815,000
February 15, 2017 (Maturity) 865,000
(b) At least thirty(30)days prior to each scheduled mandatory redemption date,the Payin�
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 Bonds equal to the ago egate principal amount of such
Term Bonds to be redeemed,shall call such Term Bonds for redemption on such scheduled mandatory
redemption date, and shall give notice of such redemption, as provided in Section 4.05; provided that
so long as the Bonds are in book-entry-only form and are held by DTC such selection shall be made in
accordance with the DTC Operational Arrangements referenced in the Representation Letter.
(c) In lieu of calling the Term Bonds described in subsection (a), above, for mandatory
,�.,, redemption, the City reserves the right to purchase such Term Bonds at a price not exceeding the
principal amount thereof,plus accrued interest,with(i) moneys on deposit in the Interest and Sinking
Fund which are available for the mandatory redemption of such Term Bonds or (ii) other lawfully
�"` available funds.
(d) Upon any such purchase in lieu of redemption, the City shall deliver such Term Bonds
to the Paying Agent/Registrar prior to the selection of the Term Bonds for redemption and the
principal amount so delivered shall be credited a�ainst the amount required to be called for redemption
in that year.
(e) To the extent that the Term Bonds have been previously redeemed other than from such
scheduled mandatory redemption payments, the amount of each scheduled mandatory redemption
payment set forth above shall be reduced, as nearly as practicable, on a pro rata basis.
Section 4.04. Partial Redem t�. (a) If less than all of the Bonds are to be redeemed
pursuant to Section 4.02, the City shall determine the maturity or maturities and the amounts thereof
to be redeemed and shall direct the Paying Agent/Re�strar to call by lot the Bonds,or portions thereof,
within such maturiry or maturities and in such principal amounts for redemption;provided,that so long
as the Bonds are in book-entry-only form bonds within maturities shall be selected in accordance with
the DTC Operational Arrangements referenced in the Representation Letter.
(b) A portion of a single Bond of a denomination greater than �5,000 may be redeemed,
""� but only in a principal amount equal to �5,000 or any integral multiple thereof. If such a Bond is to be
partially redeemed,the Paying�gent/Registrar shall treat each �5,000 portion of the Bond as though
it were a single Bond for purposes of selection for redemption.
�
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�' `° (c) Upon sunender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond or
Bonds in an agb egate principal amount equal to the unredeemed portion of the Bond so surrendered,
� such exchange being without chazge.
(d) The Paying AgentlRe�strar shall promptly notify the City in writing of the principal
amount to be redeemed of any Bond 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 Bonds by sending notice by first class United States mail, postage prepaid,
not less than thirty(30) days before the date fu�ed for redemption, to the Owner of each Bond (or part
thereo� to be redeemed,at the address shown on the Re,ister at the close of business on the business
day next preceding the date of mailing such notice.
(b) The notice shall state the redemption date,the redemption price,the place at which the
Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be
redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to have been
duly given,whether or not the Owner receives such notice.
Section 4.06. Pavment U�on 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 Bonds
;� to be redeemed on such date by setting aside and holdinj in trust such amounts as are received by the
Paying Agent/Registrar from the City and shall use such funds solely for the purpose of paying the
principal of, redemption premium,if any, and accrued interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the Designated
Payment/Transfer Office on or after the date fiYed for redemption, the Paying Agent/Re,istrar shall
pay the principal of, redemption premium, if any, and accrued interest on such Bond to the date of
redemption from the money set aside for such purpose.
Section 4.07. Effect of Redem�tion. (a) Notice of redemption having been given as provided
in Section 4.05 of this Ordinance, the Bonds 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 Bonds or portions thereof shall cease to bear interest from and after the date fixed for
redemption,whether or not such Bonds are presented and surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a redemption
date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate
stated on the Bond until due provision is made for the payment of same by the City.
�
�
6.1�F:IFINAMGRA325�29001�BOND.ORD _i;_
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,.�., ARTICLE V
PAYING AGENT/REGISTRAR
��
Section 5.01. A�pointment of Initial Paying Agent/Registrar. (a) The City hereby appoints
Bank One, Texas, N.A., Fort Worth, Texas, as its registrar and transfer agent to keep such books or
records and make such transfers and registrations under such reasonable regulations as the City and
the Paying Agent/Registrar may prescribe;and the Paying Agenc/Registrar shall make such transfer and
registrations as herein provided. It shall be the duty of the Paying Agent/Re�strar to obtain from the
Owners and record in the Register the address of such Owner of each Bond to which payments with
respect to the Bonds shall be mailed, as provided herein. The City or its designee shall have the right
to inspect the Register during regular business hours of the Paying Agent/Registrar,but otherwise the
Paying Agent/Registrar shall keep the registration books confidential and, unless otherwise required
by law, shall not permit their inspection by any other entiry.
(b) The City hereby further appoints the Paying Agent/Registrar to act as the paying agent
for paying the principal of and interest on the Bonds. The Paying Agent/Registrar shall keep proper
records of all payments made by the City and the Paying Agent/Registrar with respect to the Bonds, and
of all conversions, exchanges and replacements of such Bonds, as provided in the Ordinance.
(c) The execution and delivery of a Paying Agent/Registrar Agreement,substantially in the
form presented at this meeting, specifying the duties and responsibilities of the City and the Paying
�,., Agent/Registrar,is hereby approved with such changes as may be approved by the Mayor of the Ciry,
and the Mayor and City Secretary of the City are hereby authorized to execute such agreement.
�"""""' Section 5.02. Oualifications. Each Paying Agent/Registrar shall be (i) a commercial bank,
trust company,or other entity duly qualified and legally authorized under applicable law,(ii) authorized
under such laws to exercise trust powers, (iii)subject to supervision or exannination by a federal or state
govemmental authority, and (iv) a single entity.
Section 5.03. Maintainin�,Pa iy_ng Agent/Registrar. (a) At all times while any Bonds are
outstanding,the City will maintain a Paying Agent/Registrar that is qualified under Section�.02 of this
Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will
promptly appoint a replacement.
Section�.04. Termination. The City reserves the right to terminate the appointment of any
Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated a certified
copy of a resolution of the City(i)�vi.ng notice of the termination of the appointment and of the Paying
Agent/Registrar Agreement, stating the effective date of such termination, and (ii) appointing a
successor Paying Agent/Registrar; provided, that, no such termination shall be effective until a
successor Paying Agent/Registrar has accepted the duties of Paying Agent/Registrar for the Bonds.
�""`"" Section 5.05. Notice of Change to Owners. Promptly upon each change in the entity serving
' as Paying AgentlRegistrar,the City will cause notice of the change to be sent to each Owner by United
States mail, first class postage prepaid, at the address in the Register,statin;the effective date of the
�
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'" change and the name of the replacement Paying Agent/Registrar and the mailing address of its
designated Payment/Transfer Office.
�» Section 5.06. A�reement to Perform Duties and Functions. By accepting the appointment
as Paying Agent/Registrar, 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
hereby.
Section 5.07. Deliverv of Records to Successor. If a Paying AgenURegistrar is replaced,such
Paying Agent/Registrar,promptly upon the appointment of the successor,will deliver the Re�ster(or
a copy thereo� and all other pertinent books and records relating to the Bonds to the successor Paying
Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generally. (a) The Bonds,the Regist.ation Certificate of the Comptroller
of Public Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the
Assignment form to appear on each of the Bonds, (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 (u) 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 counsel) thereon as,consistently herewith,may be determined by the City
or by the officers executing such Bonds, as evidenced by their execution thereof.
(b) Any portion of the te�of any Bonds may be set forth on the reverse side thereof, with
an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten,printed,lithogaphed, or en�aved, and may
be produced by any combination of these methods or produced in any other similar manner, all as
determined by the officers executing such Bonds, as evidenced by their esecution thereof.
(d) The Initial Bond submitted to the Attomey General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.02. Form of the Bonds. The form of the Bonds, including the form of the
Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the form of
Certificate of the Paying Agent/Re�strar and the form of Assi�ment appearing on the Bonds, shall
be substantially as follows:
�
�
6.1�F:\FINAN�GRA37S290011BOND.ORD -15'
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� (a) Form of Bond.
REGISTERED REGISTERED
�
No. $
United States of America
State of Texas
COUNTIES OF TARRANI; DALLAS AND DENTON
CITY OF GRAPEVINE,TEXAS
GENERAL OBLIGATION BOND
SERIES 1996
INTEREST RATE: MATURITY DAT'E: BOND DATE: CUSIP NO.:
October 1, 1996
The Ciry of Grapevine,Texas(the"Cit�'),in the Counties of Tarrant, Dallas and Denton,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 Bond shall have been sooner called for redemption and the payment of the principal hereof
shall have been paid or provided for, and to pay interest on such principal amount from the later of the
Bond Date specified above or the most recent interest payment date to which interest has been paid
or provided for until payment of such principal amount has been paid or provided for, at the per annum
rate of interest specified above,computed on the basis of a 360-day year of twelve 30-day months, such
interest to be paid semiannually on February 15 and August 15 of each year, commencing February 15,
1997.
The principal of this Bond shall be payable without exchange or collection charaes in lawful
money of the United States of America upon presentation and surrender of this Bond at the corporate
trust office in Fort Worth, Texas of Bank One, N.A., as Paying Agent/Registrar (the "Designated
Payment/Transfer Office"), or with respect to a successor Paying Agent/Registrar, at the Designated
Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the
interest payment date,and mailed by the Paying Agent/Re�strar to the registered owner at the address
shown on the registration books kept by the Paying AgentlRegstrar or by such other customary banking
arrangement acceptable to the Paying A�ent/Registrar and the registered owner; provided, however,
such registered owner shall bear all risk and e:cpense of such other banking anangement. For the
purpose of the payment of interest on this Bond, the regi.stered owner shall be the person in whose
� name this Bond 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. In the event of a nonpayment
of interest on a scheduled payment date, and for thirty(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
6.1�F:�FIN.4N�GRA37.51?9001\BOND.ORD -16-
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� =T 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 fifteen (1�) days after the Special Record Date) shall be sent at least five (5) business
.� days prior to the Special Record Date by United States mail,first class,postage prepaid, to the address
of each Owner appearing on the books of the Paying Agent/Re�strar at the close of business on the last
business day next preceding the date of mailing of such notice.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city in which the Designated
Payment�Transfer Office is located are required or authorized by law or executive order to close, the
date for such payment shall be the ne�rt succeeding day which is not a Saturday, Sunday, legal holiday,
or day on which banking institutions are required or authorized to close,and payment on such date shall
have the same force and effect as if made on the ori�nal date payment was due and no additional
interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated
to be due and payable.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in the
aggregate principal amount of$9,785,000 (herein referred to as the "Bonds"), issued pursuant to a
certain ordinance of the City(the "Ordinance") for the purposes of providing funds with which to (i)
make various permanent public improvements for and within the City and (ii) pay the costs of issuing
the Bonds.
,,.�. The City has reserved the option to redeem the Bonds maturing on or after February 15, 2007,
in whole or in part before their respective scheduled maturity dates, on February 15, 2006, or on any
� date thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus
accrued interest to the date fiYed for redemption. If less than all of the Bonds are to be redeemed, the
City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct
the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity and in
such principal amounts, for redemption.
The Bonds stated to mature on February 15, 2017 (the "Term Bonds") are subject to scheduled
mandatory redemption by the Paying Agent/Re�strar by lot, or by any other customary method that
results in a random selection, at a price equal to the principal amount thereof,without premium,plus
accrued interest to the redemption date,on the dates and in the respective principal amounts as follows:
Redemption Principal
Date Amount
February 15, 2015 $76�,000
February 15, 2016 815,000
February 15, 2017 (Maturity) Sb5,000
In lieu of such mandatory redemptions the City has reserved the right to purchase the Term
Bonds at a price not exceeding the principal amount thereof, plus accrued interest, out of(i) moneys
� available for such purpose in the Interest and Sinking Fund or (ii) other lawfi�lly available funds. The
principal amount of Term Bonds so purchased shall reduce the principal amount of Term Bonds
� required for mandatory redemption in such year.
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� Notice of such redemption or redemptions shall be given by first class mail, postage prepaid,
not less than thirty (30) days before the date fixed for redemption, to the registered owner of each of
the Bonds to be redeemed in whole or in part. Notice havin�been so given, the Bonds 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 Bonds or portions thereof so
called for redemption shall not have been surrendered for payment,interest on such Bonds or portions
thereof shall cease to accrue.
As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond is
transferable upon surrender of this Bond for transfer at the Designated Payment/'Transfer Office with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar;
thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized
denominations,bearing the same rate of interest, and for the same agb egate principal amount will be
issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue,transfer or exchange
any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days
of the transfer or exchange date; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond.
The City,the Paying Agent/Re�strar,and any other person may treat the person in whose name
this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
�,,, (except interest shall be paid to the person in whose name this Bond is registered on the Record Date)
and for all other purposes,whether or not this Bond be overdue, and neither the City nor the Paying
�.
Agent/Registrar shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond 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 Bonds have been properly done and performed and have
happened in regular and due time, form and manner, as required by law; and that ad valorem taxes
upon all taxable property in the City have been levied for and pledged to the payment of the debt
service requirements of the Bonds,within the limit prescribed by law.
IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsunile signature of
the City Secretary of the City, and the official seal of the City has been duly impressed or placed in
facsimile on this Bond.
City Secretary, City of Grapevine,Tesas Mayor, City of Grapevine,Texas
� [SEAL]
�
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"'"""`"` (b) Form of Comptroller's Registration Certificate.
The following Comptrolle�s Regstration Certificate may be deleted from the definitive Bonds
"� if such certificate on the Initial Bond is fully esecuted.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate to the effect that the
Attorney General of the State of Texas has approved this Bond and that this Bond has this day been
registered by me.
Witness my hand and seal of office at Austin, Texas,
Comptroller of Public Accounts
of the State of Texas
[SEAL]
(c) Form of Certificate of Paying Agent/Re,istrar.
��
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the
�,,,, Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Re�strar show that the Initial Bond of this series of bonds was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
t�ccounts of the State of Texas, and that this is one of the Bonds referred to in the within-mentioned
Ordinance.
BAlVK ONE,TEXAS, N.A., Fort Worth,
as Paying Agent/Registrar
Dated: BY�
Authorized Signatory
�
�
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`" ' (d) Form of Assignment.
� ASSIGiVMENT
�
FOR VALUE RECEIVED,the undersi�ed hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within Bond and all rights hereunder and
hereby irrevocably constitutes and appoints attorney to transfer the within Bond
on the books kept for registration hereof,with full power of substitution in the premises.
Dated:
NOTICE: The sib ature on this Assignment
must correspond with the name of the
Signature Guaranteed By: registered ov�mer as it appears on the face of the
within Bond in every particular and must be
guaranteed in a manner satisfactory to the
Paying Agent/Registrar.
(e) Initial Bond Insertions. The Initial Bond shall be in the form set forth in paragraph(a)
of this Section, except for the following alterations:
�•M^*
(i) immediately under the name of the Bond, the headings "INTEREST
;�,,, RATE"and"MATURITY DATE"shall both be completed with the words"As shown
below" and "CUSIP NO"shall be deleted;
(ii) in the �rst para�aph of the Initial Bond, the words "on the Maturity
Date specified above" shall be deleted and the following will be inserted: "on the
fifteenth day of February in each of the years,in the principal installments and bearing
interest at the per annum rates in accordance with the following schedule:
Principal Interest
years Installments Rates
(Information to be inserted from
schedule in Section 3.02(b) of this Order)
(iii) the Initial Bond shall be numbered T-1.
Section 6.03. �'USIP Registration. The City may secure identification numbers through the
�,,, CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may
authorize the printing of such numbers on the face of the Bonds. It is e.Ypressly provided,however,that
the presence or absence of CUSIP numbers on the Bonds shall be of no si�nificance or effect as regards
� the legality thereof and neither the City nor the attorneys approving said Bonds as to legality are to be
held responsible for CUSIP numbers incorrectly printed on the Bonds.
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�" Section 6.04. Letal O�inion. The approving legal opinion of Vinson & Elkins L.L.P.,, Bond
Counsel, may be printed on the reverse side of or attached to each Bond over the certification of the
City Secretary of the City,which certification may be esecuted in facsimile.
..�.
Section 6.05. Municipal Bond Insurance. If municipal bond guazanty insurance is obtained with
respect to the Bonds,the Bonds,including the Initial Bond may bear an appropriate legend,as provided
the insurer.
ARTICLE VII
Sr1LE AND DELIVERY OF BONDS,DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds. Official Statement. (a) The Bonds,having been duly advertised
for public sale, are hereby officially sold and awarded to Legg Mason Wood Walker, Inc. for a price
equal to the principal amount thereof plus interest accrued from the Bond Date to the Closing Date,
being the best and lowest bid submitted at said public sale producing tr.e lowest net effective interest
cost to the City. The Initial Bond shall be registered in the name of the Purchaser or its designee.
(b) The form and substance of the Official Statement and any addenda, supplement or
amendment thereto (the "Official Statement") presented to and considered at this meeting, is hereby
in all respects approved and adopted and is hereby deemed final as ot its date within the meaning and
for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities E.YChange Act of 1934, as
,.�. amended. The Mayor and City Secretary of the City are hereby authorized and directed to eYecute the
same and deliver appropriate numbers of executed copies thereof to the Purchasers of the Bonds. The
� Official Statement as thus approved, executed and delivered,with such appropriate variations as shall
be approved by the Mayor of the City and the Purchaser of the Bonds, 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 records of this meeting. The use and distribution of the Official
Statement, and the preliminary public offering of the Bonds by the initial purchaser is hereby ratified,
approved and confirmed.
(c) All officers of the City are authorized to esecute such documents, certificates and
receipts as they may deem appropriate in order to consummate the delivery of the Bonds in aCCOrdanCe
with the terms hereof.
(d) The obligation of the Purchaser to accept delivery of the Bonds is subject to such
Purchaser being furnished with the final, approving opinion of Vinson & Elkins L.L.P., Bond Counsel
for the City, which opinion shall be dated and delivered the Closing Date. The Vlayor is hereby
authorized and directed to execute the engagement letter with Vinson & Elkins L.L.P., setting forth
such firm's duties as Bond Counsel for the City in connection with the issuance of the Bonds, and such
enga?ement letter and the terms thereof in the form presented at this meeting is hereby approved and
accepted.
'� Section 7.02. Control and Deliverv of Bonds. (a) The Mayor of the Ciry is hereby authorized
to have control of the Initial Bond and all necessary records and proceedings pertaining thereto pendin�
+r.�..
investigation, examination and approval of the Attorney General of the State, registration by the
6.11f:1FINAMGRA32S29001�BOND.ORD _71_
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� • Comptroller of Public Accounts of the State and registration with, and initial exchange or transfer by,
the Paying Agent/Registrar.
,�,,,., (b) After registration by the Comptroller of Public Accounts, delivery of the Bonds shall
be made to the Purchaser under and subject to the jeneral supervision and direction of the Mayor,
against receipt by the City of all amounts due to the City under the terms of sale.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute any
document or take any action authorized herein, the Mayor Pro Tem and the Assistant City Secretary,
respectively, shall be authorized to execute such documents (including the Bonds) 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 force and effect as if such duties were performed
by the Mayor and City Secretary, respectively.
ARTICLE VIII
CREATION OF FUNDS AI�1D ACCOUNTS; �
DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01. Creation of Funds. (a) The City hereby establishes the following funds:
(i) the City of Grapevine,Tesas, General Obligation Bonds, Series 1996,
� Interest and Sinking Fund (the "Interest and Sinking Fund); and
(ii) the City of Grapevine, Texas General Obligation Bonds, Series 1996,
`''�"' Construction Fund (the "Construction Fund").
(b) The Interest and Sinking Fund and the Construction Fund shall be maintained at an
official depository of the Ciry,which must be a member of the Federal Deposit Insurance Corporation.
Section 8.02. DeQosit of Proceeds. (a) All amounts received on the Closing Date as accrued
interest on the Bonds from the Bond Date to the Closing Date, together with premium on the Bonds,
if any, shall be deposited to the Interest and Sinking Fund.
(b) The remaining proceeds from the sale of the Bonds shall be deposited to the
Construction Fund, such moneys to be dedicated and used for the purposes specified in Section 3.01.
Section 8.03. Interest and Sinking Fund. (a) The tases levied under Section 2.01 of this
Ordinance shall be deposited to the credit of the Interest and Sinking Fund at such times and in such
amounts as necessary for the timely payment of the principal of and interest on the Bonds.
(b) If the amount of money in the Interest and Sinking Fund is at least equal to the
ag�egate principal amount of the Outstanding Bonds plus the ag�egate amount of interest due and
that will become due and payable on such Bonds, no further deposits to that fund need be made. In
'""�"' determining the ag�egate principal amount of the outstanding Bonds, there shall be subtracted the
amount of any Bonds that have been duly called for redemption and for which money has been
deposited with the Paying Agent/Registrar for such redemption.
�
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�. (c) 11�foney on deposit in or required by this Ordinance to be deposited to the Interest and
Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Bonds
when and as due and payable in accordance with their terms and this Ordinance.
�
Section 8.04. ('onstruction Fund. (a) Money on deposit in the Construction Fund,including
investment earnings thereon, shall be applied to the payment of the costs of the Project described in
Section 3.01 hereof.
(b) All amounts remaining in the Construction Fund after the accomplishment of the
purposes for which the Bonds are hereby issued, including investment earnings of the Construction
Fund,shall be deposited into the Interest and Sinking fund,unless applicable law permits or authorizes
all or any part of such funds to be used for other purposes.
Section 8.05. Investments. (a) Money in each fund created by this Ordinance, at the option
of the City,may be invested in such securities or obligations as permitted under applicable law.
(b) Any securities or obligations in which money is so invested shall be kept and held in trust
for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the
making of all payments required to be made from the Fund from which the investment was made.
Section 8.06. Investment Income. Interest and income derived from investment of any Fund
created by this Ordinance shall be credited to such Fund.
� ARTICLE IX
'�" PARTICULAR REPRESENTr�iTIONS��1D COVENANTS
Section 9.01. Pavment of the Bonds. On or before each Interest Payment Date and each
Maturity Date for the Bonds and while any of the Bonds are outstanding and unpaid, there shall be
made available to the Paying Agent/Registrar, out of the Interest and Sinking Fund,money sufficient
to pay such interest on and principal of the Bonds as will accrue or mature on the applicable Interest
Payment Date, Nfaturity Date or date of prior redemption.
Section 9.02. Other Representations and Covenants. (a) The City will faithfully perform at
all times any and all covenants,undertakings,stipulations, and provisions contained in this Ordinance
and in each Bond;the City will promptly pay or cause to be paid the principal of and interest on each
Bond on the dates and at the places and manner prescribed in such Bond;and the City will,at the times
and in the manner prescribed by this Ordinance,deposit or cause to be deposited the amounts of money
specified by this Ordinance.
(b) The Ciry is duly authorized under the laws of the State of Texas to issue the Bonds; all
action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and
the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the
Ciry in accordance with their terms.
�
Section 9.03. Provisions Concernina Federal Income Tax Exclusion. The City intends that
the interest on the Bonds shall be exciudable from�oss income for purposes of federal income taxation
'�' pursuant to sections 103 and 141 through 150 of the Code. The City covenants and agrees not to take
6.11F:�,F7 NAMGRA32512`JODI�BOND.O RD
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� , any action,or knowingly omit to take any action within its control, that if taken or omitted,respectively,
would cause the interest on the Bonds to be includable in�oss income, as defined in section 61 of the
Code,of the holders thereof for purposes of federal income taxation. In particular, the City covenants
,,,��„ and agrees to comply with each requirement of this Article IX; provided, however,that the City shall
not be required to comply with any particular requirement of this Article IX if the City has received an
opinion of nationally recognized bond counsel("Counsel's Opinion")that such noncompliance will not
adversely affect the exclusivn from gross income for federal income tax purposes of interest on the
Bonds or if the City has received a Counsel's Opinion to the effect that compliance with some other
requirement set forth in this Article IX will satisfy the applicable requirements of the Code, in which
case compliance with such other requirement specified in such Counsel's Opinion shall constitute
compliance with the corresponding requirement specified in this Article IX.
Section 9.04. Use of Proceeds. The City covenants and agrees that its use of the Net Proceeds
of the Bonds (as hereinafter defined)will at all times satisfy the following requirements:
(a) The City will limit the amount of original or investment proceeds of the Bonds to be
used (other than use as a member of the general public) in the trade or business of any person other
than a governmental unit to an amount aggregating no more than ten percent of the Net Proceeds of
the Bonds ("private-use proceeds"). For purposes of this Section, the term "person" includes any
individual,corporation,partnership,unincorporated association,or any other entity capable of carrying
on a trade or business; and the term"trade or business"means,with respect to any natural person, any
activity regularly carried on for profit and, with respect to persons other than natural persons, any
�, activity other than an activiry camed on by a governmental unit. Any use of proceeds of the Bonds in
any manner contrary to the o idelines set forth in Revenue Procedure 93-19, including any revisions
or amendments thereto, shall constitute the use of such proceeds in the trade or business of one who
�"""' is not a governmental unit;
(b) The Ciry will not permit more than five percent of the Net Proceeds of the Bonds to be
used in the trade or business of any person other than a?overnmental unit if such use is unrelated to
the governmental purpose of the Bonds. Further, the amount of private-use proceeds of the Bonds in
excess of five percent of the Net Proceeds of the Bonds("excess private-use proceeds"j will not exceed
the proceeds of the Bonds expended for the governmental purpose of the Bonds to which such escess
private-use proceeds relate; and
(c) The City will not permit an amount of proceeds of the Bonds exceeding the lesser of(i)
$5,000,000 or (ii) five percent of the Net Proceeds of the Bonds to be used, directly or indirectly, to
finance loans to persons other than governmental units.
When used in this Article IX, the term Net Proceeds of the Bonds shall mean the proceeds from the
sale of the Bonds, including investment earnings on such proceeds, less accrued interest.
Section 9.05. No Federal Guarantv. The City covenants and agrees not to take any action,
or knowingly omit to take any action within its control, that, if taken or omitted, respectively,would
cause the Bonds to be "federally guaranteed"within the meaning of section 149(b) of the Code and
""'�"°' applicable regulations thereunder, except as permitted by section 149(b)(3) of the Code and such
regulations.
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f�-. Section 9.06. Bonds are not Hedge Bonds. The City covenants and agrees that not more than
50 percent of the proceeds of the Bonds will be invested in nonpurpose investments (as defined in
section 148(�(6)(A) of the Code)having a substantially guaranteed yield for four years or more within
,,,� the meaning of section 149(g)(3)(A)(ii) of the Code, and the City reasonably expects that at least 85
percent of the spendable proceeds of the Bonds will be used to carry out the governmental purposes
of the Bonds within the three-year period beginning on the date the Bonds are issued.
Section 9.07. No-Arbitra�e Covenant. The Ciry shall certify, through an authorized officer,
employee or agent that based upon all facts and estimates known or reasonably expected to be in
existence on the date the Bonds are delivered,the City will reasonably e�ect that the proceeds of the
Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the
meaning of section 148Fa) of the Code and applicable regulations thereunder. Moreover, the City
covenants and agrees that it will make such use of the proceeds of the Bonds,including interest or other
investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and
take such other and further action as may be required so that the Bonds will not be "arbitrage bonds"
within the meaning of section 148(a) of the Code and applicable regulations thereunder.
Section 9.08. Arbitra�e Rebate. 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
Bonds(within the meaning of section 148(�(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
Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of
�„ the Bonds 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 which do not represent gross proceeds of any bonds of the
� City, (ii) calculate at such times as are required by applicable regulations, the amount earned from the
investment of the gross proceeds of the Bonds which is required to be rebated to the federal
government,and (iu)pay,not less often than every fifth anniversary date of the delivery of the Bonds
or on such other dates as may be permitted under applicable regulations, all amounts required 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�overnment by entering into any investment arranoement with respect to the �oss proceeds of
the Bonds that might result in a reduction in the amount required to be paid to the federal government
because such anangement 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 parry.
Section 9.09. Information Re�orting. 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 Bonds are issued, an information statement concerning
the Bonds, all under and in accordance with section 149(e) of the Code.
Section 9.10. Continuin�Obligation. Notwithstanding any other provision of this Ordinance,
the City's obligations under the covenants and provisions of this Article IX shall survive the defeasance
and discharge of the Bonds.
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��-�� ARTICLE X
DEFAULT��1D REi�IEDIES
��
Section 10.01. Events of Default. Each of the following occurrences or events for the purpose
of this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the
Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant,
agreement or obligation of the City,which default materially and adversely affects the
rights of the Owners,including but not limited to,their prospect or ability to be repaid
in accordance with this Ordinance, and the continuation thereof for a period of 60 days
after notice of such default is�ven by any Owner to the City.
Section 10.02. Remedies for Default. (a) Upon tne happening of any Event of Default, then
any Owner or an authorized representative thereof, including but not limited to, a trustee or trustees
therefor, may proceed against the City for the purpose of protecting and enforcing the rights of the
Owners under this Ordinance,by mandamus or other suit, action or special proceeding in equity or at
law, in any court of competent jurisdiction, for any relief permitted by law, including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that
,� may be unlawfiil or in violation of any right of the Owners hereunder or any combination of such
remedies.
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(b) It is provided that all such proceedinb shall be instituted and maintained for the equal
benefit of all Owners of Bonds then outstanding.
Section 10.03. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is
intended to be exclusive of any other available remedy or remedies,but each and every such remedy
shall be cumulative and shall be in addition to every other remedy�ven hereunder or under the Bonds
or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be
available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
ARTICLE XI
DISCH�RGE
Section 11.01. Discharae bv Payment. When all Bonds have been paid in full as to principal
and as to interest and premium, if any, or when all Bonds have become due and payable,whether at
�""�"" maturity or by prior redemption or otherwise, and the City shall have provided for the payment of the
' whole amount due or to become due on all Bonds then outstanding, including all interest that has
accrued thereon or that may accrue to the date of maturity or prior redemption,and any premium due
�"""'" or that may become due at maturity or prior redemption, by depositing with the Paying
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+•� Agent/Registrar, for payment of the principal of such outstanding Bonds and the interest accrued
thereon and any premium due thereon,the entire amount due or to become due thereon, and the City
shall also have paid or caused to be paid all sums payable under this Ordinance by the City, including
�,,, the compensation due or to become due the Paying Agent/Registrar,then the Paying Agent/Registrar,
upon receipt of a letter of instructions from the City requesting the same,shall discharge and release
the lien of this Ordinance and execute and deliver to the City such releases or other instruments as shall
be requisite to release the lien hereof.
Section 11.02. Discharge by Deposit. (a) The City may discharge its obligation to pay the
principal of,premium,if any, and interest on all or any portion of the Bonds and its obligation to pay
other sums payable or to become payable under this Ordinance, by complying with the following
provisions:
(i) the City shall deposit or cause to be deposited with the Paying
Agent/Registrar an amount of money that, together with the interest earned on or
capital gains or profits to be realized from the investment of such money, will be
sufficient to pay the principal of, premium,if any, and accrued interest on such Bonds
to maturity or to the date �ed for prior redemption of such Bonds, and to pay such
other amounts as may be reasonably estimated by the Paying Agent/Registrar to
become payable under this Ordinance, including the compensation due or to become
due the Paying Agent/Registrar;
� (ii) the City shall establish or cause to be established a separate escrow
' fund with the Paying Agent/Registrar for the deposit pursuant to subdivision (i) of this
�
subsection (a);
(iii) the City shall make provision for the investment of such moneys by the
Paying Agent/Registrar in direct obligations of the United States of America, including
obligations the principal of and interest on which are unconditionally guaranteed by the
United States of America, which may be in book entry form, maturing and/or bearino
interest payable at such times and in such amounts as will be sufficient to provide for
the scheduled payment and/or redemption of such Bonds;
(iv) the City shall make provision for the payment to the Owners at the date
of maturity or at the date fixed for prior redemption, as applicable, of the full amount
to which the Owners would be entitled by way of principal,premium,if any,and interest
to the date of such maturity or prior redemption;
(v) the City shall make provision for the sending of written notice by first
class postage prepaid United States mail to the Owner of each Bond then outstanding
within 30 days following the date of such deposit that such moneys are so available for
such payment; and
(vi) the City shall provide the Paying Agent/Registrar with an opinion of
!"'"' nationally recognized bond counsel acceptable to the Paying Agent/Registrar to the
' effect that the deposit speci�ied in subdivision (i) of this subsection (a) will not cause
' the interest on the Bonds to become subject to federal income taxation.
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r � (b) Upon compliance with subsection (a) of this Section, the Bonds for which provision is
so made shall no longer be regarded as outstanding and unpaid, and the Paying Agent/Registrar,upon
receipt of a letter of instructions of the City requesting same,shall dischazge and release the lien of this
,�, Ordinance with respect to such Bonds and execute and deliver to the City such releases or other
instruments as shall be required to release the lien hereof.
(c) Following the final payment of the principal of, premium, if any, and interest on the
Bonds, any moneys,interest earnings,profits or capital gains over and above the amounts necessary for
such purposes shall be paid to the City.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01. Definitions of Continuing Disclosure Terms. As used in this Article, the
following terms have the meanings assigned to such terms below:
"MSRB"means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to
be a nationally recognized municipal securities information repository within the
meaning of the Rule from time to time.
�
"Rule"means SEC Rule 15c2-12, as amended from time to time.
�' "SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized ��
department,officer, or agency thereof as, and determined by the SEC or its staff to be,
a state information depository within the meaning of the Rule from time to time.
Section 12.02. Annual Re�orts. (a) The City shall provide annually to each NRMSIR and to
any SID, within six (6) months after the end of each fiscal year ending in or after 1996, financial
information and operating data with respect to the City of the general type included in the final Official
Statement, being the information described in Exhibit A hereto. Any financial statements so to be
provided shall be (i) prepared in accordance with the accounting principles described in Exhibit A
hereto, and(u) audited,if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided. If the audit of such financial statements is not
complete within such period, then the City shall provide notice that audited financial statements are
not available and shall provide unaudited financial statements for the applicable fiscal year to each
NRI�ISIR and any SID. Thereafter,when and if audited financial statements become available,the City
shall provide such audited financial statements as required to each NRMSIR and to any SID.
(b) If the City changes its fiscal year,it will notify each NRMSIR and any SID of the change
""""�'"" (and of the date of the new fiscal year end)prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
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„�..,, (c) The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific reference to any
document(inciuding an official statement or other offering document,if it is available from the MSRB)
,,,�,,, that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
Section 12.03. Material Event Notices. (a) The City shall notify any SID and either each
NRMSIR or the MSRB,in a ti.mely manner, of any of the following events with respect to the Bonds,
if such event is material within the meaning of the federal securities laws:
(i) principal and interest payment delinquencies
(ii) nonpayment related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions or events affecting the tax exempt status of the
Bonds;
�
(vii) modifications to rights of Owners;
�”' (viii) Bond calls;
(ix) defeasances;
(x) release, substitution, or sale of property securing repayment of the
Bonds; and
(xi) rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner,of any failure by the Ciry to provide financial information or operating data in accordance with
Section 12.02 of this Ordinance by the time required by such Section.
Section 12.04. Limitations. Disclaimers and Amendments. (a) The City shall be obligated to
observe and perform the covenants specified in this Article for so long as, but only for so long as, the
City remains an "obligated person"with respect to the Bonds within the meaning of the Rule, escept
that the City in any event will oive notice of any deposit made in accordance with Article XI that causes
Bonds no longer to be Outstanding.
"'""" (b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
�"' only the financial informauon,operating data, financial statements, and notices which it has expressly
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„,�, a,reed to provide pursuant to this Article and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition,or prospects or hereby undertake to update any information provided in accordance with this
;,�,,, Article or otherwise,except as expressly provided herein. The City does not make any representation
or warranry concerning such information or its usefulness to a decision to invest in or sell Bonds at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR
BENEFICIAL OWNER OF ANY BOND OR AI�1Y OTHER PERSON,IN CONTRACT OR TORT;
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGEN'T OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS ARITCLE,BUT EVERY RIGHT Ai�1D REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORI; FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(c) No default by the City in observing or performing its obligations under this Article shall
comprise a breach of or default under the Ordinance for purposes of any other provisions of this
Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim,waive, or otherwise limit the
duties of the City under federal and state securities laws.
� (e) The provisions of this Article may be amended by the City from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity,nature,status, or type of operations of the City,only if(1) the provisions of this Article,
�"'” as so amended,would have permitted an underwriter to purchase or sell Bonds in the primary offering
of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of
the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the
Owners of a majority in aggregate principal amount (or any �eater amount required by any other
provisions of this Order that authorizes such an amendment)of the Outstanding Bonds consent to such
amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond
counsel) determines that such amendment will not materially impair the interests of the Owners and
beneficial owners of the Bonds. If the City so amends the provisions of this Article,it shall include with
any amended financial information or operating data next provided in accordance with Section 12.02
an explanation,in narrative form, of the reasons for the amendment and of the impact of any change
in the type of financial information or operating data so provided.
ARTICLE XIII
El�1ERGENCY
Section 13.01. Declaring an Emer�encv. The public importance of this Ordinance and the fact
that it is in the best interest of the City to provide for the construction of the permanent public
improvements herein contemplated at the earliest possible date constitutes an emergency and creates
�°" a necessity for the immediate preservation of the public peace, property, health and safety of the
' citizens of the Ciry,requiring that this Ordinance be passed and take effect from and after its passage
' and approval in accordance with the Charter of the Ciry.
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FINALLY PASSED,APPROVED AND EFFEC'I'IVE this 15th day of October, 1996. '
ATTEST: Mayor, City of Grapevine,Texas
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City Attorney, City of Grapevirte,Texas
�
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�,�, EYHIB IT A
DESCRIP'I'ION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
,�,„.�..
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Article are as specified(and included in the Appendix or other headings of the
Official Statement referred to) below:
1. The audited financial statements of the City for the most recently concluded
fiscal year.
2. Statistical and financial data set forth in Tables 1-14 in the Official Statement.
Accounting Principles
The accounting principles referred to in such Article are the accounting principles described
in the notes to the financial statements refened to in Paragraph 1 above.
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