The URL can be used to link to this page

Home My WebLink AboutORD 1995-039 ..•� DRaFT: 5/30/95 �rw ORDINANCE NO. 95-39 BOND ORDINANCE �15,945,000 � � CITY OF GRAPEVINE, TEXAS GENERAL OBLIGATION BOIVDS, SERIES 1995 - Dated: June 1, 1995 Adopted: June b, 1995 � � �.,u�:,Fn+,vnc;rtw,z�xs000�a«ro.oan 05/7o�vS:01:u�el � TABLE OF CON"TE�1TS Page � Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A.RTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.03. Findings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.04. T'able of Contents, T'itles and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.05. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 ARTICLE II SECURITY FOR THE BOIYDS; INTEREST A��iD SINKING FUND Section 2.01. Tax Levy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE III �� AUTHORIZATION; GENERA.L TERMS AND PROVISIONS REGARDING THE BONDS �` Section 3.01. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 3.02. Date, Denomination, Maturities and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 3.03. Medium, Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.04. Execution and Registration of Bonds . . . . . . . . . . . . . . . . .•. . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.05. Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.06. Registration,Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 3.07. Cancellation and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.08. Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.09. Replacement Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 3.10. Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 3.11. Successor Securities Depository;Transfer Outside Book-Entry Only System . . . . . . . . . . 11 Section 3.12. Payments to Cede&Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE IV REDEMP'TION OF BONDS BEFORE MATURITY Section 4.01. Limitation on Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.02. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 �,,, Section 4.03. Partial Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.04. Notice of Redemption to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 4.05. Payment Upon Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 �, Section 4.06. Effect of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 6.t\F:\F7NAMGR�V2S29000\BONDARD . �l� OS/70195:(IL•Ilaal .�xTicLE v �� P:�YING AGE�tT/REGISTR�R Section �.01. Appointment of Initial Paying AgentlRegistrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section �.02. Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section �.03. Maintaining Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section �.04. T'ermination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 5.05. Notice of Change to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section �.06. Agreement to Perform Duties and Functions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section �.07. Delivery of Records to Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ARTICLE VI FORM OF THE BONDS Section 6.01. Form Genecally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 6.02. Form ofthe Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IS Section 6.03. CUSIP Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 6.04. Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 6.05. Municipal Bond Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 ARTICLE VII „ SALE A1�D D��.�iVERY OF BONDS, DEPOSIT OF PROCEEDS Section 7.01. Sale of Bonds, Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Seciion 7.02. Control and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE VIII CREATIOt�i OF FUNDS AND ACCOUNTS; DEPOSIT OF PROCEEDS; INVESTMENTS Section 8.01. Creation of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 8.02. Deposit of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.03. Interest and Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.04. Construction Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.05. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.06. Investment Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE IX PARTICULAR REPRESENTATIO1�iS AND COVENANTS Section 9.01. Paymentofthe Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 '�rr Section 9.02. Other Representa#�ons and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Q I1F:1FAiAMGRA3].3�2900RBOND.ORD �ll� OSOOAl:(l L•t lasl � �h:.:, Section 9.03. Provisions Concerning Federai Income Tax Esciusion . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 9.04. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 9.05. No Federal Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 9.06. Bonds are not Hedge Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2d Section 9.07. No-Arbitrage Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 9.08. Arbitrage Rebate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 9.09. Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 9.10. Continuing Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 ARTICLE X DEFAULT AND RE�I�IEDIES Section 10.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 10.02. Remedies for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 10.03. Remedies Not E:cclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE YI DISCHARGE Section 11.01. Discharge by Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 11.02. Discharge by Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE YII `° �� EMERGENCY Section 12.01. Declaring an Emergency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 w�rr s.nwFUruncwxsn000�eono.ortn -111- asna9s:(i i:i i,.� � , AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OE GR�PEVINE. TEXAS, AUTHORIZING 1'HE ISSU�'VCE AND Sr1LE OF CITY OF GRAPEVINE. T'EXAS, GENERAL OBLIGATION BOI�IDS, SERIES 1995, IN THE AGGREGATE PRINCIPAL A��IOC.NT OF ,�„ 515,945,000; PRESCRIBING THE FOItNf OF SAID BONDS; AWARDING THE SALE THEREOF; LEVYING A TAX IN PAY�IENT THEREOF: APPROVING THE OFFICIAL STATEMENT; ENACTING OTHER PROVISIONS RELATING THERETO; AND DECLARING AN EMERGENCY WHEREAS, in accordance with the Constirution and the laws of the State of Texas, bond elections were held in the Ciry of Grapevine, Texas (the "Ciry"), on December 3, 1988, and 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 oeneral obligation bonds au[horized; the amounts previously issued for said purposes pursuant co the voted authorizations; [he amounts therefrom being issued pursuant to this Ordinance (the "Ordinance"); and the respective balances that remain unissued for the indicaced 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 12/3/88 $22,570,000 $18,450,000 $4,120,000 $ -0- Streets 3/28/92 18,600,000 10,115,000 1,410,000 7,075,000 Streets 10/29/94 3,000,000 -0- 1,500,000 1,500,000 City. Hall 10/29/94 3,500,000 -0- 3,500,000 -0- Activities Center 10/29/94 5,065,000 -0- 5,065,000 -0- Swimming Pool 10/29/94 1,560,000 -0- 350,000 1,210,000 WHEREAS, the Ciry Council hereby fmds, determines and declares that it is necessary and in the best interesu of the City and its citizens that it authorize by this Ordinance the issuance and delivery of bonds for the construcrion of the improvements contemplated herein at the earliest date; and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and the public notice of[he 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: � � ai�ww+�mciwzrx�000�eorm.oan -1- asnoros:cn:n,.� �. � :�RTICLE I DEFIIVTTIOi�IS �'YD OTI�R PRELI'i1�IIN?�RY �TTERS �� Section 1.01. Definicions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the fotlowing terms shall have che meanings specified below: "Bond" means any of che Bonds. "Bond Date" means the inicial date from which interest on the Bonds accrues and which is designated in Section 3.02(a) of this Ordinance. "Bonds" means the Ciry's bonds authorized co be issued by Section 3.01 of this Ordinance and designated as "Ciry of Grapevine, Texas, General Obligation Bonds, Series 1995," in the ago egate principal amount authorized in Section 3.01 hereof. "Closing Date" means the date of the inicial delivery of and payment for che Bonds. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and coun decisions. "Construction Fund" means the construction fund established by Section 8.01(a)(ii) of this Ordinance. w , "Designated PaymenUTransfer O�ce" means (I) with respect to the initial Paying Agent/Registrar named in this Ordinance, the Designated PaymendTransfer office as designated in the Paying AgendRegistrar Agreement, or at such other location designated by [he Paying Agent/Registrar and (ii) with respect to any successor Paying AgendRegistrar, the office of such successor designated and located as may be agreed upon by the Ciry 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 corporarions and certain other organizations on whose behalf DTC was created to hold securities to facilitate the ciearance and settlement of securities transactions among DTC Participants. "Event of Default" means any event of default as defined in Section 10.01 of this Ordinance. "Initial Bond" means the Bond described in Sections 3.04(d) and 6.02(d) of this Ordinance. "Interest and Sinking Fund" means the interest and sinking fund established by Section 8.01(a)(n 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 �wwr 15, commencing February 15, 1996. 6.1\F.IFlNAMGRA37A2900d�BONO.ORD �')� osnons:o�:u,.� � �, �, "Owner" means[he person who is �he re�istered owner oP a Bond or Bonds, as shown in the Register. "Paying Agent/Registrar" means initially Bank One, Texas, N.A., Fort Worth, Texas, or any successor thereco as provided in [his Ordinance. "Paying Agent Registrar Agreement" means the Paying AgendRegis�ar Agreemen[be[ween the Ciry and che Paying Agent/Registrar for che Bonds. "Purchaser" means the person, firm or entiry initially purchasing the Bonds firom the Ciry and which is designated in Section 7.01 of this Ordinance. "Record Date" means the last business day of che mon[h next preceding an Interest Payment Date. "Register" means the Register specified in Section 3.06(a) of this Ordinance. "Representation Letter" means che Blanket Letter of Representa[ions between the Ciry and DTC. "Specia! Record Date" means that special record dace established pursuant to Seccion 3.03(fl hereof. "Unclaimed Payments" means money deposited with the Paying AgenURegisuar 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 paymen� or redemption date. Section 1.02. Other Definitions. The terms "Ciry Council" and "Ciry" sha�l have the respective meanings assigned thereso in the preamble to this Ordinance. � � Section 1.03. �ndines. The declarations, determinations and findings declared, made and found in the preamble to this Ordinance are hereby adopted, restated and made a part of che operative provisions hereof. , Section 1.04. Table of Contents. Titles and Headin¢s. The table of contents, titles and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of[he 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. j tn eroretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to � include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. ,�.,, (b) This Ordinance and all the terms and provisions hereof shall be liberally construed to effecmate the purposes set forth herein. � �.��F:,��o.o� -3- �:��:��.�, ,�.,.�, ARTICLE II SECURITY FOR THE BON�S; IN'I'EREST ��iD SINKING FL�iD � Section 2.01. Tax Lew. (a) Pursuant to che authoriry ;ran[ed by the Texas Consticution and the laws of the Sta[e of Texas, there shall be levied and there is hereby levied for the current year and for each succeeding year hereafter while any of[he Bonds or any interest thereon is outstanding and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable properry within the Ciry, ac a rate su�cienc, within che limit prescribed by law, to pay the debt service requirements of the Bonds, being (n the interest on che Bonds, and (ii) a sinking fund for their redemption at maturiry or a sinking fund of two percent (2 0) 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 [he tax rolls of the Ciry 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 �herefrom, and all amounts on deposit in or reqnired 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 tecros 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 che Paying Agent/Registrar for such redemption. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3.01. Authorization. The City's bonds to be designated "City of Grapevine, Texas, General Obligation Bonds, Series 1995," 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 Ciry. The Bonds shall be issued in the aggregate original principal amount of$15,945,000, for the purposes of providing funds to pay the costs of issuing the Bonds and to construct permanent public improvements, to wit: (I) $4,120,000 for constructing and improving streets in and for the Ciry, including sidewalks, ,,,� landscaping, storm drainage improvements, parking facilities, traffic control and maintenance necessary and incidental thereto; (ii) $1,410,000 constructing, reconstructing, improving, repairing, developing, extending and expanding streets, thoroughfares, alleys, sidewalks, and other public ways of the City, including related �,,,r, storm drainage facilities and improvements, signalization and other traffic controls, street lighting and tt�e . 61\F:IFlNAMCRA32A290001BOND.OIID � . � OS!lONS:IIL•ll�ml �_,. .3 acquisition of any needed rights-of-way cherefor; (iii) �1,500,000 for engineering, constructing, reconstructing, improving, repairing, developing, extending and eepanding streets, rhoroughfares, sidewalks and other public ways of the Ciry, including necessary and rela[ed storm drainage facilities and improvemenu, signalization and other tra�c controls, street lighting , and che acquisition of any needed rights-of-way [herefor; (iv) �3.�00,000 for acquiring, improving, constructing, developing and equipping a ciry hall in and for the Ciry, including acquisition of necessary sices therefor; (v) �5,06�,000 for constructing, developing and equipping a community activities center and making su-eet and drainage improvemen[s necessary and rela[ed thereto for said Ciry, including acquisi[ion of sites therefor; and (vi) �350.000 for acquiring, constructing, developing, improving, renovating and equipping municipal outdoor swimming pools in and for the Ciry, including the acquisition of necessary sites therefor (collectively, the "Project"). Section 3.02. �ate. Denomination. Marurities and Interest. (a) The Bonds shall be dated June 1, 1995, shall be in fully registered form, without coupons, in the denomination of�5,000 or any integral multip(e thereof, and shall be numbered separately from one upward, except che Bond, which shall be numbered T-1. (b) The Bonds shall mature on February 15 in che years and in the principal amounts and shall bear interest as set forth in the following schedule: � Principal Interest Years Installments a e 1998 �435,000 % 1999 470,000 % ` 2000 500,000 % 2001 535,000 % 2002 575,000 % 2003 615,000 % 2004 655,000 % 2005 705,000 % 2006 750,000 % 2007 805,000 % 2008 860,000 % 2009 920,000 % 2010 985,000 % 2011 1,040,000 % 2012 1,105,000 % 2013 1,160,000 % 2014 1,215,000 % 2015 1,275,000 % 2016 1,340,000 % (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 � �.��P:,�,��.o� -5- �:��:�� ,�,,,� August 15, commencing February 15, 1996. In[erest on [he Bonds shall be calculated on che basis of a 360- day year composed of[welve 30-day months Section 3.03. Medium. Method and Place of Payment. (a) The principal of and interest on che Bonds shall be paid in lawful money of the United Sta[es of Arnerica. (b) Interest on che Bonds shall be payable co the Owners as shown in rhe Register a[ the close of business on the Record Date. (c) Interest on the Bonds shall be paid by check, da[ed as of�he 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/Regisuar 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 (whecher ac the Maturiry Date or the date of prior redemption thereo� upon presentation and surrender of such Bond at the designated office of the Paying Agen[/Registrar. (e) If the date for the payment of the principal of or interest on [he Bonds shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Paying Agent/Re?istrar 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 thirry (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying AgenURegistrar, if and when funds for the payment of such interest have been received from the Ciry. 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 ciass, postage prepaid, to the address of each Owner appearing on the books of the Paying AgendRegisuar at the close of business on the last business day next preceding the date of mailing of such notice. (g) Unclaimed Payments shall be segregated in a special account and held in trust, uninvested by the Paying AgenURegistrar, for the account of the Owner of the Bonds to which the Unclaimed Paymen[s pertain. Subject to Title 6, Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entided thereso for three (3) years after the applicable payment or redemption dace shall be applied to the next payment or payments on the Bonds thereafter coming due and, to the extent any such money remains afrer the retirement of all outstanding Bonds, shall be paid to the Ciry to be used for any lawful purpose. Thereafter, neither the City, the Paying AgendRegistrar 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 Property Code. � 6.I1F.\FlNAMGi[A3?529000170ND.ORD �L� . OSA0/9i:(Il:llasl V . . � � Section 3.04. Execution and Re�,stration of Bonds. (a) The Bonds shall be execuced on behalf of che Ciry by the �tayor and the Ciry Secretary, by their manual or facsimile signa[ures, and the official seal of che Ciry shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effecc 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 o�cial seal of che Ciry had been manually impressed upon each of che Bonds. (b) In the event chat any o�cer of the Ciry whose manual or facsimile signarure appears on [he 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 o�ce. (c) Excep[as provided below, no Bond shall be valid or obliga[ory for any purpose or be enti[led to any securiry or benefit of this Ordinance unless and uncil thece appears [hereon the Cenificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying AgendRegistrar sign the Certificate of Paying Agen[/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying AgendRegisuar described above, the Initial Bond delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by che 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[he State of Texas. ,� �, (d) On the Closing Date, one Initial Bond representing the entire principal amount of[he Bonds, payable in stated installments to the Purchaser or its designee, executed with the manual or facsimile signature of the Mayor and Ciry Secretary of the City, and registered and manually signed by the Comptroller of Public Qccounts of the State of Texas, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Paying AgendRegistrar shall cancel the Initial Bond and deliver registered definitive Bonds to DTC in accordance with Section 3.10. To the extent the Paying AgenURegistrar is eligible to participate in DTC's FAST System, as evidenced by agreement between the Paying Agent/Registrar and DTC, the Paying AgendRegistrar shall hold the definitive Bonds in safekeeping for DTC. Section 3.05. Ownershi�. (a) The City, the Paying AgendRegistrar 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 Ciry nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All paymencs made to the Owner of a Bond shall be valid and effectual and shall discharge �, the liabiliry of the Ciry and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. � 6.I1R:lFQdAMfiRAI:S290001BOND.ORD �'f_ OSqON3:(I I:I Iam1 � � �.:<:�, S�ccion 3.06. Registra[ion. Transfer and Exchanse. (�) So long as any Bonds remain outstanding, che Ciry shal! cause che Paying Agen[/Registrar �, to kea�at the Designated Paymenc/Transfer O�ce a register (the "Register") in which, subject �o such reasoa�e re;ulations as i[ may prescribe, the Paying Agent/Registrar shall provide for the registration and trans�f Bonds in accordance with chis Ordinance. (6) Regiscra[ion of any Bond may be aransferred in the Register only upon the presen[ation and surre�Qf[he Bond at the Designated Paymen[/Transfer Office with such endorsement or other evidence of tr�and wi[h �uarantee of signatures as is acceptable [o the Paying Agent/Registrar. �fo �ransfer of any 9�# shall be effective un[il entered in the Register. Upon assignment and transfer of any Bond or portimt�ereof, a new Bond or Bonds will be issued by �he Paying Agent/Registrar in conversion and escha�for such transferred and assigned Bond. To the extent possible the Paying Agent/Registrar will issue�new Bond or Bonds in not more than three business days afrer receipt of the Bond to be cransferred in pra�form and with proper instructions directing such transfer. (c1 The Bonds shall be convened and exchanged only upon the presentation and surrender thereci�at the Designated Payment/Transfer Office, together with a written request therefor duly executed by th�ce�istered owner or assignee or assignees thereof, or its or cheir duly authorized attorneys or repre�ves, wi[h;uarantees of signa[ures satisfactory to the Paying AgendRegistrar, for a Bond or Bonds of the�maturiry and interest rate and in authorized denominations and in an aggrega[e principal amount equal�the unpaid principal amount of Bonds presented for exchange. The Paying Agent/ Registrar is here�orized to au[henticate and deliver Bonds exchanged for ocher Bonds in accordance with this Sectic�. If a ponion of any Bond is redeemed prior to its scheduled maturiry as provided herein, a substitute � Bond�flonds having the same maturity dace, bearing interest at che same rate, in the denomination or i~� denoc�uons of any integral multiple of�5,000 at the request of the Owner, and in an aggregate principal �, . amou�ual to the unredeemed portion thereof, will be issued to the Owner upon surrender thereof for � cance�m. To the estent possible, a new Bond or Bonds shall be delivered by the Paying Agent/Registrar � to the�raers thereof in not more than three business days after receipt of the Bond or Bonds in not more than ier business days after receipt of the Bonds to be exchanged in proper form and with proper instr�as directing such exchange. (t� Each Bond issued in exchange for any Bond or portion thereof assigned, transferred or '� conve�:shall have the same principal maturiry date and bear interest at the same rate as the Bond for which it is bcug axchanged. Each substitute Bond shall bear interest at the same rate as the Bond for which it is being�ttanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Z�te Paying Agent/Registrar shall convert and exchange the Bonds as provided herein, and each substim�Bond delivered in accordance with this Section shall constitute an original contractual obiigation of the�and shall be entitled to the benefits and securiry of this Ordinance to the same extent as the Bond or Bo�m lieu of which such substitute Bond is delivered. (e} The City will pay the Paying AgendRegistrar's reasonable and customary charge for the initial�gistration or any subsequent transfer, exchange or conversion of Bonds, but the Paying Agentl�gistrar will require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is�thorized to be imposed in connection with the registration, transfer, exchange or conversion of a .�*+ Bond.�addition, the Ciry hereby covenants with the Owners of the Bonds that it will (n pay the reasonable � and sad�ard or customary fees and charges of the Paying AgendRegistraz for its services with respect to the paymc�of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the � 6.11F.\FfNA�Y�7L7129W0480ND.ORD �Q� . OSf30l9S:fil9iY► � � . Paying Agent/Registrar for services with respect to the transfer, registration, conversion and exchange of Bonds as provided herein. (� Neither the Ciry nor the Paying Agent/Re�istrar shall be required to issue, transfer, or � exchange any Bond called for redempcion, in whole or in part, where such redemption is scheduled to occur within 45 calendar days afcer the cransfer or exchange date; provided, however, such limitation shall not be applicable co an exchange by the Owner of che uncalled principal balance of a Bond. Section 3.07. Cancellation and Authentication. (a) All Bonds paid or redeemed before scheduled maturiry in accordance with chis Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with [his Ordinance, shall be cancelled by the Paying Agent/Registrar. All cancelled Bonds held by the Paying Agent/Registrar shall be disposed of pursuant to the Securities Eschange 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/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before �he delivery of any such Bond, manually sign and date such Bond, and no such Bond shall be deemed to be issued or outstanding unless such Cenificate is so executed. No additional ordinances, orders, or resolutions need be passed or adopted by the Ciry 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[he Paying Agent/Registrar 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 panicularly Section 6 thereof, the dury of conversion and exchange or replacement of Bonds as aforesaid is hereby ` imposed upon the Paying AgendRegistrar, and, upon the execution of the above Paying AgendRegistrar's Authentication Cenificate, 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 wtiich 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, (n 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 registered 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 fortt� in chis Ordinance. Section 3.08. Temporarv Bonds. :� � (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the Ciry may execute and, upon the Ciry's request, the Paying AgendRegistrar 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 o�cers of the Ciry executing such temporary Bonds may ;�; determine, as evidenced by their signing of such temporary Bonds. 6.1\F.IFlNAMGRA72T39000\BONU.ORD _(l� OL)O193:0 L•1 Is1 � ,�..,,� Seccion 3.09. Replacemenc Bonds. (a) Upon the presentation and surrender co che Paying Agen[/Registrar of a mu[ilaced Bond, the Paying AgendRegistrar, at che Designated Payment/Transfer Office, shall authenticate and deliver in � ecchange therefor a replacement Bond of like tenor and principa! amount, bearing a number not contemporaneously outstanding. The Ciry or che Paying Agent/Registrar may require the Owner of such Bond[o pay a sum su�cient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other etpenses connected therewith. (b) In the even[ that any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of T'exas and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number noc contemporaneously outstanding, provided that the Owner first: (I) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and che circumstances of the loss, destruction or theft of such Bond; (ii) furnishes such securiry or indemniry as may be required by che Paying Agent/Registrar to save it and the Ciry harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees; fees of che Paying AgendRegistrar and any tax or ocher governmental - charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Ciry and the Paying �' Y Agent/Regisuar. (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 Ciry 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 ro recover � upon the securiry or indetnniry provided therefor to the extent of any loss, damage, cost or expense incurred by the Ciry or the Paying AgendRegistrar 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 AgendRegistrar, 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 consritute an original additional contractual obligation of the Ciry and shall be entitled to the benefits and securiry of this Ordinance to the same extent as the Bond or Bonds in lieu of which such repiacement Bond is delivered. � � i 11R.\FQiAMGRA72i129000180ND.ORD �1 0_ � OSf10l9S:�11:1Ir1 1 �, e, Section 3.10. Book-Entry Onl,y�y�tem. (a) iVotwithstanding 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 defini[ive Bonds shall be initially issued in che form of a single separate fully re;istered Bond for each of the marurities thereof. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Ciry and the Paying Agent/ Registrar shall have no responsibiliry or obligation to any DTC Panicipant or to any person on behalf of whom such a DTC Participant holds an interest in che Bonds. Without limiting the immediately preceding sentence, the Ciry and �he Paying Agent/Registrar shall have no responsibiliry or obliga[ion with respect to (n che 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, ocher than a Bondholder, as shown on the Register, of any notice with respect [o the Bonds, including any notice of redemption, or (iii) che payment �o any DTC Panicipant or any ocher person, other than a Bondholder, as shown in the Register, of any amount with respect to principal of, premium, if any, or incerest on the Bonds. Nocwithstanding any other provision of this Ordinance to the concrary, the Ciry and che Paying AgenURegistrar shall be en[itled to treat and consider the person in whose name each Bond is registered 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 [he purpose of registering transfer with respect to such Bond, and for all othez purposes whatsoever. The Paying Agent/Registrar 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 stiatt be valid and effective to fully satisfy and � discharge the Ciry's obligations with respect to payment of, premium, if any, and interest on the Bonds [o the extent of the 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 Ciry to make payments of amounts due pursuant � to this Ordinance. Upon delivery by DTC to the Paying AgendRegistrar of written notice to the effect thac 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 execution by the appropriate officer of the Ciry and delivery of the Representation Letter is hereby approved. Section 3.11. Successor Securities Deposito : Transfer Outside Book-Entrv Only System. In the event that the City or the Paying AgendRegistrar determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Ciry to DTC, and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain cenificated Bonds, or in the event DTC discontinues the services described herein, the City or the Paying Agent/Registrar shall (� appoint a successor securiries 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 sepazate Bonds to such successor.securities depository or (ii) norify DTC and DTC Participants of the availabiliry 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 res�icted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but � may be registered in [he 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 [he provisions of this Ordinance. �rwr � 6.t\F.\FlNAMGRAl2T29000�90ND.ORD . �11� OSl3UKS:(Ii:l l�ml ' . ��., Section 3.12. pavments to Cede & Co. No[withstanding any ocher provision of this Ordinance [o che contrary, so long as any Bonds are � registered in the name of Cede & Co., as nominee of DTC, all paymen[s with respect to principal of, premium, if any, and in[erest on such Bonds, and all notices wi[h respect co such Bonds, shall be made and given, respectively, in the manner provided in the representation letter of the Ciry to DTC. ARTICLE IV REDEMPTION OF BONDS BEFORE NI�+iTU'RITY Section 4.01. �imitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article N. Section 4.02. Q�cional Redemntion. (a) The Ciry reserves the op[ion to redeem the Bonds maturing on and after February 15, 2006, in whole or any part, before their respective scheduled maturiry dates, on February 15, 2005, or on any da[e thereafter, such redemption date or dates to be fixed by the Ciry, at a price equal to the principal amount thereof called for redemption plus accrued interest to the date fixed 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/Registrar, shall notify the Paying Agent/Regisuar of such � � redemption date and of che principal amount of Bonds to be redeemed. Section 4.03. Partial Redemption. (a) If less than all of the Bonds are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof co be redeemed and shall direct the Paying AgendRegistrar to call by lot the Bonds, or portions thereof, within such maturiry or maturities and in such principal amounts for redemption. (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 Agent/Regisuar shall treat each$5,000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. (c) Upo� surrender of any Bond for redemption in part, the Paying AgendRegistrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. ' ,,,�„ (d) The Paying AgendRegistrar shall prompdy notify the Ciry in writing of the principal amount � to be redeemed of any Bond as to which only a portion thereof is to be redeemed. � � 6.��F��+��.o� -12- �:��:�� . �. Seccion 4.04. Nocice of Redempcion co Owners. (a) The Paying AgendRegistrar shall give notice of any redemption of Bonds by sending nocice � by first class United Sta[es mail, postage prepaid, not less than chirty (30) days before the date fixed for cedempcion, to the Owner of each Bond (or pan thereo� to be redeemed, at che address shown on the Register at the close of business on che business day next preceding the date of mailing such notice. (b) The notice shall sta[e che redemption date, the redemption price, [he place at which the Bonds are co 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 noc the Owner receives such notice. Section 4.05. Payment Upon Redemption. (a) Before or on each redemption date, the Ciry shall deposit with che Paying Agent/Registrar money su�cient to pay all amounts due on the redempcion 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 holding in trust such amounts as are received by the Paying AgendRegistrar from the Ciry 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 PaymendTransfer O�ce on or after the dace fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Bond to the date of redemption firom �„;,-� - che money set aside for such purpose. Section 4.06. �ffect of Redemption. (a) Notice of redemption having been given as provided in Section 4.04 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, suci�Bonds or portions thereof shall cease to bear interest from and after the date fued for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If the Ciry shall fail to make provision for payment of all sums due on a redempticn 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. � � �.nR:�fa+�t+�ciw:sL�v000�eoNO.onn -13- osiw�ss:cii:��.m� � � ARTICLE V PAYP�IG AGEN'T/REGISTR�R Section S.O1. �ooinanenc of Ini[ial Pavin;, Agent/Registrar. (a) The Ciry hereby appoints Bank One, Teras, N.,�., Fort Worth, Texas, as its registrar and transfer agent to keep such books or records and make such cransfers and registrations under such reasonable re;ulations as the Ciry and the Paying AgenURegisaar may prescribe; and the Paying Agent/Registrar shall make such transfer and registrations as herein provided. It shall be the dury of the Paying Agenc/Registrar to obtain from the Owners and record in the Register che address of such Owner of each Bond to which payments with respect to the Bonds shall be mailed, as provided herein. The Ciry or its designee shall have the right to inspect the Register during regular business hours of the Paying Agent/Registrar, but ocherwise the Paying AgenURegisuar shall keep the registration books confiden[ial and, unless ocherwise required by law, shall not permit cheir inspection by any o[her entiry. (b) The Ciry hereby further appoincs the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds. The Paying Agen[/Registrar shall keep proper records of all payments made by the Ciry and the Paying Agenc/Registrar with respect to the Bonds, and of all conversions, exchanges and replacements of such Bonds, as provided in the Ordinance. (c) The e;cecution and delivery of a Paying AgendReaistrar Agreement, substantially in the form presented at this meeting, specifying the duties and responsibilities of the Ciry and the Paying P AgendRegistrar, is hereby approved with such changes as may be approved by the Mayor of the Ciry, and [he Mayor and City Secretary of the Ciry are hereby authorized to execute such agreement. �;.:u� Section 5.02. Qualifications. Each Paying Agent/Registrar shall be (I) a commercial bank, trust company, or other entiry duly qualified and legally authorized under applicable law, (ii) authorized under such laws to exercise trust powers, (iii) subject to supervision or examination by a federal or state govemmental authoriry, and (iv) a single entity. Section 5.03. Maintainine Pa;�g�g ne tlRegistrar. (a) At all times while any Bonds are outstanding, the City will maintain a Paying AgendRegistrar that is qualified under Section 5.02 of this Ordinance. (b) If the Paying AgendRegistrar resigns or otherwise ceases to serve as such, the Ciry will promptly appoint a replacement. Section 5.04. Terminarion. The City reserves [he right to terminate the appoincment of any Paying AgendRegistrar by delivering to the entity whose appointment is to be terminated a certified copy of a resolution of the City (n giving notice of the [ermination of the appoinunent and of the Paying Agent/Registrar Agreement, stating the effective date of such termination, and (ii) appointing a successor Paying Agent/Regisuar; 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. �lotice of Chang� to Owners. Promptly upon each change in the entiry serving as Paying AgenURegistrar, the City will cause notice of the change to be sen[ to each Owner by United States ,�„ mail, first class postage prepaid, at the address in the Register, statino the effective date of the change and � 6.1\P:\FlNAMGM37312900UBOND.ORD �1¢ . OSqO/9S:!11:�laml 1 - � �..,� �he name of [he replacemen[ Paying Agent/Re�iscrar and �he maiIing address of ics designated Paymen[/Transfer Office. � Section �.06. �eemenc to Perform Duties and Functions. By accep[ing the appoinanent as Paying Agenc/Registrar, the Paying Agen[/Registrar is deemed co have agreed to che provisions of this Ordinance and that i[ will perform the ducies and functions of Paying Agent/Registrar prescribed hereby. Section 5.07. Qeliverv of Records �o Successor. If a Paying Agent/Registrar is reptaced, such Paying AgentlRegistrar, promptly upon the appointmen[of the successor, will deliver the Register(or a copy thereo fl and all ocher pertinen[ books and records relating to the Bonds to the successor Paying Agenc/Registrar. ARTICLE VI FO1L'�f OF TI� BONDS Section 6.01. Form Generallv. (a) The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the Stace of Texas, the Certificate of the Paying Agent/Re�istrar, and the Assignment form to appear on each of the Bonds, (I) shall be substantially in the form set forth in this Anicle, with such appropria[e insenions, omissions, substirutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification(including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Ciry or by the o�cers executing such Bonds, as evidenced by their execution thereof. (b) Any portion of the text 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 defmitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any ocher similar manner, all as detemuned by the officers executing such Bonds, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney 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/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as follows: � � � i I�k1FW ANIGIW7S29000�BOND.OIID _1 S� � OS(]0/9S:Q L•l lal �> ,�,. (a) Form of Bond. REGISTERED REGISTERED No. S Uni[ed States of America State of Te�as COUNTIES OF TARRANT, DALLAS AND DENTOIY CITY OF GRAPEVINE, TEXAS GENERAL OBLIGATION BOND SERIES 1995 INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NO.: June 1, 1995 The Ciry of Grapevine, Texas (the "City"), 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 F DOLLARS � � unless this Bond shall.haare 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 yeaz, commencing February 15, 1996. The principal of this Bond shall be payable without exchange or collection charges in lawfi�l money of the United States of America upon presentation and su.rrender of this Bond at the corporate trust o�ce in Fort Worth, Texas of Bank One, N.A., as Paying AgenURegistrar (the "Designated PaymenUTransfer Office"), or with respect to a successor Paying AgendRegistrar, at the Designated PaymendTransfer O�ce of such successor. Interest on chis Bond is payable by check dated as of the interest payment date, and mailed by the Paying Agent/Regis�az to the registered owner at che address shown on che registrarion books kept by the Paying Agent/Registrar or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the registered ownez; provided, however, such registered owner shall beaz all risk and expense of such o[her banking arrangement. For [he purpose of che payment of interest on this Bond, the registered 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 thirry (30) days thereafter, a �,, new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registraz, 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 fifreen(15) days afrer the Special Record Date) shall be sent at least five (5) . 6.I1f:1FlNAMGRA37.5�29000�BOND.ORD _16� OS/70/95:(Il:l laml business days prior [o che Special Record Da[e by United Sta[es mail. firsc class, posta�e prepaid, to che � address of each Owner appearing on che books of che Paying ?�gent/Registrar at che close of business on �he last business day next preceding the date of mailing of such notice. "'�`" If the date for [he paymen[ of the principal of or interest on this Bond shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the ciry in which the Desi;nated Payment/Transfer O�ce is located are required or authorized by law or execu[ive order co 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 da[e shall have che 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 dace 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 �he title hereof issued in the aggregate principal amount of�15,945,000 (herein referred to as the "Bonds"), issued pursuant to a certain ordinance of the City (the "Ordinance") for the purposes of providing funds wi[h which to (i) make various permanent public improvements for and wichin the Ciry and (ii) pay the costs of issuing the Bonds. The Ciry has reserved the option to redeem the Bonds maturing on or after February 1�, 2006, in whole or in part before their respective scheduled maturiry dates, on February 15, 2005, or on any date �hereafter, at a price equal to the principal amount of the Bonds so called for redempcion plus accrued interest to the dace fixed for redempcion. If less than all of the Bonds are to be redeemed, the Ciry shall determine the maturiry or maturities and the amounts thereof co be redeemed and shall direct the Paying AgenURegistraz to call by lot the Bonds, or portions thereof, within such maturiry and in such principal amounts, for redempcion. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less "�'""'' than thirry (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 having 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 PaymenUTransfer Office with such endorsemen[or other evidence of transfer as is acceptable to the Paying AgendRegistrar; 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 aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Paying AgendRegistrar 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 �ansfer or exchange date; provided, however, such limitacion shall not be applicable co an exchange by the registered owner of the uncalled principal balance of a Bond. The City, the Paying AgendRegistrar, 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 Ciry nor the Paying Agent/Registrar shall be affected by notice to the contrary. , 41\R:\FlNAMGRA72S2900P90ND.ORD �1'7� OS/70/9S:I I I:I lam) � „�..;� IT IS HEREBY CERTIFIED r�ND RECITED chac the issuance of this Bond and the series of which it is a parc is duly auchorized by law; that all acts, conditions and things required to be done precedent [o and in �he 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 properry in the Ciry have been levied for and pledged to the paymenc of the debt service requirements of the Bonds, within the limit prescribed by law. IN WITNFSS WHEREOF, the Ciry has caused [his Bond to be ezecuted by the manual or facsimile signacure of che Mayor of the Ciry and countersigned by the manual or facsimile signarure of the City Secretary of che City, and the official seal of che City has been duly impressed or placed in facsimile on this Bond. • � .-.. Ciry Secret , Ciry of Gra ' e, Teeas Mayor, Ciry of Grapevine, Texas [SEAL] (b) Form of Comptroller's Registration Certificate. The following Comptroller's RegisQation Certificate may be deleted from the defuutive Bonds if such certificate on the Initial Bond is fully executed. �, OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that 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 AgenURegistrar. The following Certificate of Paying AgendRegistraz may be deleted from the Initial Bond if the Comptroller's Regisuation Certificate appears thereon. 6.1\F:\FOiAq1GRA32T29000\BOND.ORD �18_ 03�71V9l:tl l:l lasl , , CERTIFICATE OF PAYING AGEVT/REGISTRAR The records of the Paying A�ent/Registrar show that the Initial Bond of this series of bonds was approved by the Attorney General of rhe State of Te�as and registered by the Comp�roller of Public :�ccouncs of che State of Texas, and that chis is one of the Bonds referred to in the within-mentioned Ordinance. BANK OIYE, TEXAS, N.A., Fort Worth, as Paying Agent/Regiscrar Dated: Bv: Authorized Signatory (d) Form of Assignment. ASSIG�1i1�1ENT FOR VALUE RECENED, the undersigned hereby sells, assigns, and transfers unto (print or rypewrite name, address and Zip Code of transferee): (Social Security or other identifying number: ) the within Bond and all rights hereunder and hereby irrevocably constirutes and appoints attorney to transfer the within Bond °� on the books kept for registration hereof, with full power of substirution in the premises. �.� Da[ed: NOTICE: The signature on this Assignment must correspond wich the name of the registered owner as it Signature Guazanteed By: appears on the face of the within Bond in every particular and must be guaranteed in a mannez satisfactory to the Paying AgenURegistrar. (e) Initiai Bond Insertions. The Initial Bond shall be in the form set forth in pazagraph (a) of this Section, except for the following alterations: (n immediately under the name of the Bond, the headings "INTEREST RATE" and "MATLJRITY DATE" shall both be completed with the words "As shown below" and "CUSIP NO" shall be deleted; (ii) in the first paragraph of the Initial Bond, the words "on che Maturiry 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: � � � 411F�\FlNAMGIW3S290001BOND.ORD �1 A� 0]/JOl9i:lll:llrl 1 7 �.- .. Principal Interesc Years Installments Rates " ;,,�,, (Information to be inserted from schedule in Section 3.02(b) of chis Ordinance) (iii) che Initial Bond shall be numbered T-1. Section 6.03. �USIP ReEistration. The Ciry 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 expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legaliry thereof and neither the Ciry nor the attorneys approving said Bonds as to legaliry are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Section 6.04. Le� 1 'nion. 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 certifica[ion of the City Secretary of the Ciry, which certification may be executed in facsimile. �` ° Section 6.05. Municipal Bond Insurance. ,�_ ,.,, If municipal bond guaranry 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 SALE A.ND 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 for a price equal to ihe principal amount thereof plus a premium of$ , plus interest accrued from the Bond Date to the Closing Date, being the best and lowest bid submitted at said public sale producing the 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 O�cial Stacement and any addenda, supplement or amendment thereto (the "O�cial Statement") presented to and considered at this meeting, is hereby in all respects approved and adopted and is hereby deemed final as of its date within the meaning and for the purposes of paragraph(b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The � Mayor and City Secretary of the City are hereby authorized and directed to execute 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 �rr of the City and the Purchaser of the Bonds, may be used by the Purchaser in the public offering and sale . 6.l\F:\Hl7AMGRAl2S290W1BOND.ORD �'ZO� - OS/JOI9S:p1:11a�1 � . �;, a chereof. The Ciry Secretary is hereby authorized and directed to include and maintain a copy of the O�cial Statemen[ and any addenda, supplement or amendmen� chereco chus approved among che permanenc records of this meecing. The use and disuibu[ion of che Official Statement, and the preliminary public offering of che Bonds by the initial purchaser is hereby ratified, approved and confirmed. (c) All o�cers of the Ciry are authorized to execute such documents, certificates and receipts as they may deem appropria[e in order co consummate the delivery of the Bonds in accordance with the terms hereof. (d) The obligation of the Purchaser to accep[delivery of the Bonds is subject to such Purchaser being furnished with che final, approving opinion of Vinson & Elkins L.L.P.. Bond Counsel for che City, which opinion shall be dated and delivered the Closing Date. 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 chereto pending investigation, examination and approval of the Attomey General of the State, registration by the Comptroller of Public Accounts of the State and registration with, and initial e:cchange or transfer by, the Paying Agen[/Registrar. (b) After registration by the Comp�oller of Public Accounts, delivery of the Bonds shall be made to the Purchaser under and subject to the general supervision and direction of the Mayor, against receip[ by the Ciry of all amounts due to the Ciry 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 duries 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 AND ACCOUNTS; DEPOSTT OF PROCEEDS; INVESTMENTS Section 8.01. �reation of Funds. (a) The City hereby establishes the following funds: (n the Ciry of Grapevine, Texas, General Obligation Bonds, Series 1995, Interest and Sinking Fund (the "Interest and Sinking Fund); and (ii) the City of Grapevine, Texas General Obligation Bonds, Series 1995, 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. il\F.�FlNAMGIW2S29000�YOND.ORD . �'Z1� OSl30NS:Q t:l i�ml � ,�.,� Section 8.02. Deposit of Proceeds. (a) All amounts received on che Closing Date as accrued interest on the Bonds from the Bond Date to the Closing Date, �ogecher with premium on che Bonds, if any, shall be deposited to the Incerest and �`"` Sinking Fund. (b) The remaining proceeds from che sale of che Bonds shall be deposited co che Construction Fund, such moneys to be dedicated and used for the purposes specified in Section 3.01. Section 8.03. Interest and SinkinP Fund. (a) The taxes levied under Section 2.01 of[his Ordinance shall be deposited to �he credit of rhe Interest and Sinking Fund at such times and in such amounts as necessary for the timely payment of �he 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 agoregate principal amount of the Outstanding Bonds plus the aggregate amount of interest due and that will become due and payable on such Bonds, no fiirther deposits to rha[ fund need be made. In decernuning the aggregate principal amount of che outstanding Bonds, rhere shall be subtracted �he amount of any Bonds chat have been duly called for redemption and for which money has been deQosited with the Paying AgendRegistrar for such redempcion. (c) Money on deposit in or required by this Ordinance to be deposited to the Interest and Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Bonds when and as due and payable in accordance with their terms and this Ordinance. ` � Section 8.04. Construction Fund. (a) Money on deposit in che Construction Fund, including invesnnent 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 eamings 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 Ciry, 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. � `�r 6:1\F:IFlNAMGRA723�29000�BOND.ORD _'1�]_ OS/]0I9S:lil:lla) GG ,� a Seccion 8.06. Investmenc Income. In[erest and income derived from investment of any Fund created by this Ordinance shall be credi[ed to such Fund. ARTICLE IX PARTICULAR REPRESE�ITATIONS �,'vD COVENA.'�1TS Section 9.01. Pav_ment of the Bonds. On or before each Interest Payment Da[e and each Maturiry Date for�he Bonds and while any of[he Bonds are outstanding and unpaid, chere shall be made available co the Paying Agent/Registrar, out of the Interest and Sinking Fund, money su�cient to pay such interest on and principal of the Bonds as will accrue or marure on the applicable Interest Paymen[ Date, Maturiry Dace or date of prior redemp[ion. Section 9.02. Other Re�resentations and Covenants. (a) The Ciry will faithfully perform at all times any and all covenan[s, undertakings, stipulations, and provisions contained in this Ordinance and in each Bond; the Ciry will promptly pay or cause to be paid the principal of and interest on each Bond on the dates and a[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 City is duly authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the creation and issuance of:he 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 Concernin� Federal Income Tax Exciusion. The Ciry intends that the interest on the Bonds shall be exciudable from gross income for purposes of federal income taxation pursuant to secrions 103 and 141 through 150 of the Code. The City covenants and agrees not to take any action, or lrnowingly omit to take any acrion within its control, thac if taken�r omitted, respectively, would cause the interest on the Bonds to be inciudable in gross income, as defined in section 61 of the Code, of the holders thereof for purposes of federal income taxation. In particular, the City covenants and agrees to comply with each requirement of[his Article IX; provided, however, that the Ciry shall not be required to comply with any particular requirement of this Amcle IX if the Ciry has received an opinion of narionally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of incerest on the Bonds or if che 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. iJse 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: � 6.1\F.IFlNAMGRA325�29000180ND.ORD �2'3� 05f7019S:(Ii:lim) � � (a) The Ciry will limit the amount of origina! or investmen[ proceeds of the Bonds to be used (other than use as a member of the general public) in che trade or business of any person o[her chan a�overn- mental unit to an amoun[aggregating no more than ten percen[of rhe Net Proceeds of the Bonds ("private-use ,�„ proceeds"). For purposes of this Section, che term "person" includes any individual, corporation, parmer- ship, unincorpora[ed association, or any other enciry capable of carrying on a trade or business; and the term "trade or business" means, wich respect to any natural person, any activiry regularly carried on for profit and, with respect co persons ocher than natural persons, any activiry other than an activiry carried on by a governmental uni[. Any use of proceeds of the Bonds in any manner contrary to �he guidelines set forth in Revenue Procedure 93-19, including any revisions or amendments thereto, shall constitute che use of such proceeds in the trade or business of one who is not a governmental uni[; (b) The Ciry will not permi[more [han five percent of[he Net Proceeds of the Bonds to be used in the trade or business of any person other than a governmental unit if such use is unrelated to the governmen[al purpose of the Bonds. Fuither, the amount of private-use proceeds of the Bonds in excess of five percent of the Net Proceeds of the Bonds ("excess priva[e-use proceeds") will not ezceed the proceeds of the Bonds expended for the governmental purpose of che Bonds to which such excess priva[e-use proceeds relate; and (c) The Ciry will not permit an amount of proceeds of the Bonds exceeding the (esser 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 o[her than;overnmental 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. ;�t.,a,; Section 9.05. �Io Federal Guara�,y. The Ciry covenants and agrees not ro take any action, or knowingly omit to take any action within ics 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. Section 9.06. Bonds are not Hedge Bonds. The Ciry covenants and agrees that not more than 50 percent of the proceeds of the Bonds will be invested in nonpurpose invesunents (as defined in section 148(fl(6)(A) of the Code) having a substantially guaranteed yield for four years or more within the meaning of secrion 149(g)(3)(A)(ii) of che Code, and the Ciry reasonably expecu that at least 85 percent of rhe spendable proceeds of the Bonds will be used to carry out the governmental p�uposes of the Bonds within the three-yeaz period beginning on the date the Bonds aze issued. Section 9.07. No-Arbitraee Covenant. The City shall certify, through an authorized o�cer, 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 Ciry will reasonably expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "arbiQage bonds" within the meaning of secrion 148(a) 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 "arbi[rage bonds" wichin the meaning of section 148(a) of the Code and applicable regulations thereunder. Seciion 9.08. rbitrage Rebate. The City will take all necessary steps to compty with the � requirement that certain amounts earned by the Ciry on the investment of the "gross proceeds" of the Bonds 6.1\F.\FlNAMGRA72S29000�BOND.ORD � �'1 A OS/]O195:(il:llael �� . . ,�,,...� (within the meaning of section 148(�(6)(B) of the Code), be rebaced to che federal government. Specifically, the Ciry will (I) maincain records regarding the investment of the ;ross proceeds of the Bonds as may be required �o calculate che amount earned on the invesanent of che ;ross proceeds of rhe Bonds sepazately from records of amounts on deposit in the funds and accounu of the Ciry allocable to other bond issues of the Ciry or moneys which do not represent gross proceeds of any bonds of the Ciry, (ii) calculate at such times as are required by aQplicable regulacions, the amoun[earned from the investment of the gross proceeds of the Bonds which is required to be rebaced to the federal government, and (iii) pay, not less ofren than every fifrh anniversary date of[he delivery of the Bonds or on such other dates as may be permitted under applicable regulations, all amounts required to be rebated to che federal ;overnment. Further, the Ciry will not indirectly pay any amounc otherwise payable to the federal government pursuanc to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in the amoun[ required ro be paid to �he Eederal government because such arrangement results in a smaller profit or a larger loss chan would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant [o either parry. Section 9.09. Information ReportinQ. The Ciry covenants and agrees to file or cause to be filed with the Secretary of[he Treasury, not later than the 15th day of the second calendar month afrer che close of the calendar quaner 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. Continuing Obligation. Notwithstanding any other provision of[his Ordinance, the City's obligations under the covenants and provisions of this Article IX shall survive the defeasance and � • discharge of the Bonds. ,� � ARTICLE X DEFAULT A1�iD REMEDIES Section 10.01. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (I) the failure to make payment of the principal of or interest on any of the Bonds when the same becornes 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 abiliry to be repaid in accordance wich this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Owner to the City. Secti�n 10.02. Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or an authorized representauve thereof, including but not limited to, a trustee or trustees therefor, may proceed against the Ciry for the purpose of protecting and enforcing the rights of the Owners under this Ordinance, by mandamus or other ;rrwr suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief 61tF:1FIMAMGRA72S4'90001BOND.OIID • �'ZS_ OS/)0195:(11:t Iau� �.� permitted by law, including the specific pecFormance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in viola[ion of any right of the Owners hereunder or any combination of such remedies. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Bonds chen ou[standing. Section 10.03. $emedies �foc Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, buc each and every such remedy shall be cumulative and shall be in addition co every o[her remedy given hereunder or under the Bonds or now or hereafter existing at law or in equiry; provided, however, that notwithstanding any other provision of this Ordinance, the righ[ [o accelerate che debt evidenced by che Bonds shall noc be available as a remedy under this Ordinance. (b) The e!cercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. ARTICLE YI DISCHARGE .��. Section 11.01. Discharge b�PaYl3ent. � 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 maturiry 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 AgendRegistrar, for payment o€the principal of such outstanding Bonds and the interest accrued thereon and any premium due thereon, the entire aznount 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 Agend Registrar, then the Paying AgendRegistrar, upon receipt of a letter of instructions from the City requesting the same, shall dischazge 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. Dischargg�y 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 ocher 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 AgendRegistrar an „�„ amount of money thac, together with the interest earned on or capital gains or profits to be realized from the investment of such money, will be su�cient to pay the principal of, premium, if any, and accrued interest on such Bonds to maturiry or to the date fixed for prior redemption of such Bonds, ,� and to pay such other amoun[s as may be reasonably estimated by the Paying Agent/Registrar to a„F��a+Mnc�wzs�9000�aowo.aRn -26- mnaqs:m:ii,.� become payable under this Ordinance, including [he compensation due or to become due che Paying "� Agent/Registrar; (ii) the Ciry shall establish or cause to be established a separate escrow fund with the "'�"" Paying Agent/Registrar for [he deposit pursuan[ to subdivision (I) of this subsection (a); (iii) the Ciry shall make provision for the investment of such moneys by the Paying Agent/Registrar in direct obliga[ions of the United States of Amecica, including obligations the principal of and interest on which are unconditionally ?uaranteed by the United States of America, which may be in book entry form, maniring and/or bearing interest payable at such times and in such amounts as will be suTficient to provide for the scheduled payment and/or redemption of such Bonds; (iv) the Ciry shall make provision for rhe payment to the Owners at che da[e of maturiry or at [he date fixed for prior redempcion, as applicable, of che full amount to which the Owners would be entitled by way of principal, premium, if any, and interest to the date of such maturiry or prior redemption; � (v) the Ciry shall make provision for the sending of written notice by first class postage prepaid United States mail to the Owner of each Bond then oucstanding within 30 days following the date of such deposit rhat 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 ,�::..� specified in subdivision(� of this subsection (a) will not cause the interest on the Bonds to become subject to federal income taxation. `"�' (b) Upon compliance with subsection (a) of this Section, the Bonds for which provision is so made shall no longer be regazded as outstanding and unpaid, and the Paying Agent/Registrar, upon receipt of a letter of instructions of the Ciry requesting same, shall discharge 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. � s.nw��+�rnc�wxsus�000�eono.oac —27— ozrw�s:(u:u..� ARTICLE�III EMERGENCY Section 12.01. Declarine an Emer�encv. The public importance of this Ordinance and the fact that it is in the best interest of the Ciry 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 safery of the citizens of the City, requiring that this Ordinance be passed and take effect from and after its passage and approval in accordance with the Charter of the City. FINALLY PASSED, APPROVED AND EFFECTNE this 6th day of June> 1995. ATTEST: Mayor, City of Grapevine, Texas ��,_.�, u. Cit�Secretary, City of Grap e, Texas ..� [SEAL] APPROVED AS TO FORM: C�� City Attomey, City of Gra evine, Texas �X� 6.1\F:\FlNAMGRA32S29000\BOND.ORD _'ZQ_ OS/30/93:(II:II�m) � �.,, MINUTES AND CERTIFICATION PERTAINING TO PASSAGE OF AN ORDINANCE ,,,�.�, THE STATE OF TEXAS § COUNTIES OF TARRANT, § DALLAS AND DENTON § CITY OF GRAPEVINE § On the 6th day of June, 1995, the City Council of the City of Grapevine, Texas, convened in a Regular Meeting at the regular meeting place thereof, the meeting being open to the public and notice of said meeting, giving the date, place and subject thereof, having been posted as prescribed by Chapter 551, Texas Government Code, as amended, and the roll was called of the duly constituted officers and members of the City Council, which officers and members are as follows: William D. Tate, Mayor C. Shane Wilbanks ) Ted R. Ware, Mayor Pro Tem Shanon Spencer ) Members of Clydene Johnson ) the Council Jerry L. Pittman ) Gil Traverse ) and all of said persons were present, except the following absentees: None , thus constituting a quorum. Whereupon, among other business, a �`° ` written ordinance bearing the following caption was introduced: „�, An Ordinance Providing for the Issuance of City of Grapevine, Texas, General Obligation Bonds, Series 1995, in the Aggregate Principal Amount of$15,945,000; Prescribing the Form of said Bonds; Awarding the Sale Thereof; Levying a Tax in Payment Thereof; Approving the Official Statement; Enacting Other Provisions Relating Thereto; and Declaring an Emergency The Ordinance, a full, true and correct copy of which is attached hereto, was read and reviewed by the City Council. Thereupon, it was moved and seconded that the Ordinance be passed and adopted. The Presiding Officer put the motion to a vote of the members of the City Council, and the Ordinance was finally passed and adopted by the following vote: AYES: Tate, Ware, Wilbanks, Spencer, Pittman, Traverse and Johnson NOES: None ABSTENTIONS: None �..� �� 6.I1F:\F4JAMGRA32S29000\MtSC.DOC 06NSro5:(9:06�1 �