HomeMy WebLinkAboutORD 1989-029 ,
BOND ORDINANCE
ORDINANCE N0. 89-29
$6,310,000
CITY OF GRAPEVINE, TEXAS
GENERAL OBLIGATION BONDS, SERIES 1989
Dated: May 1, 1989
Adopted: April 18, 1989
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TABLE OF CONTENTS
Page
Recitals 1
ARTICLE I
Definitions and Other Preliminary Matters
Section 1.01. Definitions 2
Section 1.02 . Findings 3
Section 1.03 . Table of Contents, Titles and Headings 3
Section 1 . 04 . Interpretation 3
ARTICLE II
Security for the Bonds; Interest and Sinking Fund
Section 2 . 01. Tax Levy 3
Section 2 . 02 . Interest and Sinking Fund 4
ARTICLE III
Authorization; General Terms and Provisions
Regarding the Bonds
Section 3 . 01. Authorization 5
Section 3 . 02 . Date, Denomination, Maturities
r, 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 8
Section 3 . 06 . Registration, Transfer and Exchange 9
Section 3 . 07 . Cancellation 10
Section 3 . 08 . Temporary Bonds 10
Section 3 . 09 . Replacement Bonds 10
ARTICLE IV
Redemption 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
ARTTCLE V
Paying Agent/Registrar
Section 5 . 01. Appointment of Initial Paying
Agent/Registrar 14
Section 5 . 02 . Qualifications 14
� Section 5 . 03 . Maintaining Paying Agent/Registrar 14
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Section 5 . 04 . Termination 15
Section 5 . 05 . Notice of Change to Owners 15
Section 5 .06 . Agreement to Perform Duties and
Functions 15
Section 5 .07 . Delivery of Records to Successor 15
` ARTICLE VI
Form of the Bonds
Section 6 .01. Form Generally 15
Section 6 . 02 . Form of the Bonds 16
Section 6 . 03 . CUSIP Registration 22
Section 6 .04 . Legal Opinion 22
Section 6 . 05 . Statement of Insurance 22
ARTICLE VII
Sale and Delivery of Bonds; Deposit of Proceeds
Section 7 . 01. Sale of Bonds, Official Statement 22
Section 7 . 02 . Control and Delivery of Bonds 23
Section 7 . 03 . Deposit of Proceeds 23
ARTICLE VIII
Investments
Section 8. 01. Investments 23
Section 8. 02 . Investment Income 24
ARTICLE IX
Particular Representations and Covenants
Section 9 .01 . Payment of the Bonds 24
Section 9 . 02 . Other Representations and Covenants 24
ARTICLE X
Default and Remedies
Section 10 . 01. Events of Default 26
Section 10. 02 . Remedies for Default 26
Section 10. 03. Remedies Not Exclusive 27
ARTICLE XI
Discharge
Section 11. 01 . Discharge by Payment 27
Section 11. 02 . Discharge by Deposit 27
ARTICLE XII
Emergency
Section 12 . 01. Declaring an Emergency 29
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EXECUTION 30
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� ORDINANCE N0. 89-29
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF
CITY OF GRAPEVINE, TEXAS, GENERAL OBLIGATION
BONDS, SERIES 1989, IN THE AGGREGATE
PRINCIPAL AMOUNT OF $6,310,000; ENACTING
• OTHER PROVISIJNS RELATING THERETO; AND
DECLARING AN EMERGENCY
WHEREAS, the bonds hereinafter authorized were duly and
favorably voted, as required by the Constitution and laws of
the State of Texas, at an election held in the City of
Grapevine, Texas (the "City" ) , on December 3, 1988; and
WHEREAS, at said election, the following are among the
purposes and amounts of the bonds which were authorized,
reflecting any amount previously issued pursuant to each voted
authorization, the amount therefrom being issued pursuant to
this Ordinance, and the balance that remains unissued after the
issuance of the bonds herein authorized, to wit:
Amount Amount
Election Amount Previously Being Unissued
Purpose Date Voted Issued Issued Balance
Fire Stations 12/3/88 $1, 175,000 $-0- $1, 175,000 $-0-
and Training
Facilities
� Vehicle 12/3/88 $520,000 $-0- $520,000 $-0-
Maintenance
Garage
Streets 12/3/88 $22,570,000 $-0- $4,615,000 $17,955, 000
WHEREAS, the City Council has found and determined that
it is necessary and in the best interest of the City and its
citizens that it authorize by this Ordinance the issuance and
delivery of $6, 310, 000 of such bonds at this time, all in a
single issue; and
WHEREAS, the meeting at which this Ordinance is
• considered is open to the public as required by law, and the
public notice of the time, place and purpose of said meeting
was given as required by Article 6252-17, Vernon' s Texas Civil
Statutes, as amended; therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS:
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ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1. 01. Definitions .
. Unless otherwise expressly provided or unless the context
clearly requires otherwise in this Ordinance, the following
terms shall have the meanings specified below:
"Bond" means any of the Bonds.
"Bond Date" means the date designated as the date of the
Bonds by Section 3 . 02(a) of this Ordinance.
"Bonds" means the City' s bonds authorized to be issued by
Section 3 . 01 of this Ordinance and designated as "City of
Grapevine, Texas, General Obligation Bonds, Series 1989 , " in
the aggregate principal amount of $6,310, 000 .
"Closing Date" means the date of the initial delivery of
and payment for the Bonds .
"Code" means the Internal Revenue Code of 1986, as
amended, including applicable regulations, published rulings
and court decisions .
"Event of Default" means any event of default as defined
in Section 10. 01 of this Ordinance.
"Initial Bond" means the Initial Bond authorized by
Section 3 . 04 of this Ordinance.
"Interest and Sinking Fund" means the interest and
sinking fund established by Section 2 .02 of this Ordinance.
"Interest Payment Date" means the date or dates on which
interest on the Bonds is scheduled to be paid until their
respective dates of maturity or prior redemption, such dates
being February 15 and August 15, commencing February 15, 1990 .
"Owner" means the person who is the registered owner of a
Bond or Bonds, as shown in the Register.
"Paying Agent�Registrar" means initially NCNB Texas
National Bank, Fort Worth, Texas, or any successor thereto as
provided in this Ordinance.
"Record Date" means the last business day of the month
next preceding an Interest Payment Date.
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"Register" means the Register specified in Section
3 . 06(a) of this Ordinance.
` "Unclaimed Payments" means money deposited with the
Paying Agent/Registrar for the payment of principal of or
interest on the Bonds as the same come due and payable and
= remaining unclaimed by the Owners of such Bonds for 90 days
after the applicable payment or redemption date. .
Section 1. 02 . Findinas .
The declarations, determinations and findings declared,
made and found in the preamble to this Ordinance are hereby
� adopted, restated and made a part of the operative provisions
hereof .
Section 1 . 03. Table of Contents , Titles and Headinas .
The table of contents, titles and headings of the
Articles and Sections of this Ordinance have been inserted for
convenience of reference only and are not to be considered a
part hereof and shall not in any way modify or restrict any of
the terms or provisions hereof and shall never be considered or
given any effect in construing this Ordinance or any provision
hereof or in ascertaining intent, if any question of intent
should arise.
Section 1 . 04 . Interpretation.
(a) Unless the context requires otherwise, words of
4. 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 effectuate the purposes
set forth herein.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2 . 01. Tax Le�rv.
(a) Pursuant to the authority granted by the Texas
Constitution and the laws of the State of Texas, there shall be
levied and there is hereby levied for the current year and for
each succeeding year hereafter while any of the Bonds or any
interest thereon is outstanding and unpaid, an ad valorem tax
on each one hundred dollars valuation of taxable property
within the City, at a rate sufficient, within the limit
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prescribed by law, to pay the debt service requirements of the
Bonds, being (i) the interest on the Bonds, and (ii) a sinking
fund for their redemption at maturity or a sinking fund of 2$
per annum (whichever amount is greater) , when due and payable,
full allowance being made for delinquencies , and costs of
collection. •
(b) The ad valorem tax thus levied shall be assessed
and collected each year against all property appearing on the
tax rolls of the City most recently approved in accordance with
law and the money thus collected shall be deposited as
collected to the Interest and Sinking Fund.
(c) Said ad valorem tax, the collections therefrom,
and all amounts on deposit in or required hereby to be
deposited tc the Interest and Sinking Fund are hereby pledged
and committed irrevocably to the payment of the principal of
and interest on the Bonds when and as due and payable in
accordance with their terms and this Ordinance.
� (d) If the lien and provisions of this Ordinance shall
be released in a manner permitted by Article XI hereof, then
the collection of such ad valorem tax may be suspended or
appropriately reduced, as the facts may permit, and further
deposits to the Interest and Sinking Fund may be suspended or
appropriately reduced, as the facts may permit. In determining
the aggregate principal amount of outstanding Bonds, there
shall be subtracted the amount of any Bonds that have been duly
� called for redemption and for which money has been deposited
with the Paying Agent/Registrar for such redemption.
k Section 2 . 02 . Interest and Sinkinq Fund.
(a) The City hereby establishes a special fund or
account, to be designated the "City of Grapevine, Texas,
General Obligation Bonds, Series 1989, Interest and Sinking
Fund, " said fund to be maintained at an official depository
bank of the City separate and apart from all other funds and
accounts of the City.
(b) Money on deposit in or required by this Ordinance
to be deposited to the 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.
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ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3 . 01 . Authorization.
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The City' s bonds to be designated "City of Grapevine,
Texas, General Obligation Bonds, Series 1989, " are hereby
authorized to be issued and delivered in accordance with the
Constitution and laws of the State of Texas, including
specifically V.T.C.A. , Local Government Code, section 342 . 011,
Article 1175, V.A.T.C.S. , as amended, and Section 9 .26 of the
Charter of the City. The Bonds shall be issued in the
aggregate principal amount of $6,310,000, for the purpose of
providing funds for payment of the costs of issuing the Bonds
and for permanent public improvements, to wit: $1, 175,000 for
improving, acquiring, constructing and equipping fire stations
and fire training facilities, including sites therefor, in and
for the City; $520,000 for acquiring, improving, constructing,
' developing and equipping a city vehicle maintenance garage for
the City, including sites therefor; and $4,615, 000 for
constructing and improving streets in and for the City,
including sidewalks, landscaping, storm drainage improvements,
parking facilities, traffic control and maintenance necessary
and incidental thereto.
Section 3. 02 . Date, Denomination. Maturities and
' Interest.
� (a) The Bonds shall be dated May 1, 1989 . The Bonds
shall be in fully registered form, without coupons, in the
denomination of $5,000 or any integral multiple thereof, and
shall be numbered separately from one upward, except the
Initial Bond, which shall be numbered T-1 .
(b) The Bonds shall mature on February 15 in the years
and in the principal amounts set forth in the following
schedule:
Principal Interest
Years Installments Rates
1991 $140,000 �
1992 150, 000 �
1993 170,000 �
1994 � 190, 000 �
1995 200,000 �
1996 225, 000 $
1997 250,000 �
1998 270,000 $
1999 290,000 �
�"' 2000 310,000 �
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2001 335,000 �
2002 360, 000 �
2003 385,000 �
2004 415,000 �
2005 450,000 �
2006 485,000 • �
�:. 2007 525,000 $
2008 560,000 �
2009 600,000 �
(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 commencing on February 15, 1990,
and on each February 15 and August 15 thereafter until maturity
or prior redemption. Interest on the Bonds shall be calculated
on the basis of a 360-day year composed of 12 months of 30 days
each.
Section 3 .03. Medium. Method and Place of Payment.
(a) The principal of, premium, if any, and interest on
the Bonds shall be paid in lawful money of the United States of
America.
` (b) Interest on the Bonds shall be payable to the
Owners as shown in the Register at the close of business on the
,� _ Record Date.
(c) Interest shall be paid by check, dated as of the
' Interest Payment Date, and sent by the Paying Agent/Registrar
to each Owner, first class United States mail, postage prepaid,
to the address of each Owner as it appears in the Register, or
by such other customary banking arrangement acceptable to the
Paying Agent/Registrar and the Owner; provided, however, the
Owner shall bear all risk and expense of such other banking
arrangement.
(d) The principal of each Bond shall be paid to the
Owner thereof on the due date (whether at the maturity date or
the date of prior redemption thereof) upon presentation and
surrender of such Bond at the principal corporate office of the
Paying Agent/Registrar.
(e) If the date for the payment of the principal of or
interest on the Bonds shall be a Saturday, Sunday, legal
holiday, or day on which banking institutions in the city where
the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for
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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 non-payment on the date on which such
, payment is otherwise stated to be due and payable.
( f) Unclaimed Payments shall be segregated in a
special account and held in trust, uninvested by the Paying
Agent/Registrar, for the account of the Owner of the Bonds to
which the Unclaimed Payments pertain. Subject to any escheat,
abandoned property or similar law, Unclaimed Payments remaining
unclaimed by the Owners entitled thereto for four years after
the applicable payment or redemption date shall be applied to
the next payment or payments on the Bonds thereafter coming due
and, to the extent any such money remains after the retirement
of all outstanding Bonds, shall be paid to the City to be used
for any lawful purpose. Thereafter, neither the City, the
Paying Agent/Registrar nor any other person shall be liable or
responsible to any holders of such Bonds for any further
payment of such unclaimed moneys or on account of any such
Bonds, subject to any applicable escheat law or similar law.
Section 3 . 04 . Execution and Registration of Bonds .
(a) The Bonds shall be executed on behalf of the City
by the Mayor and the City Secretary, by their manual or
facsimile signatures, and the official seal of the City shall
be impressed or placed in facsimile thereon. Such facsimile
, signatures on the Bonds shall have the same effect as if each
of the Bonds had been signed manually and in person by each of
said officers, and such facsimile seal on the Bonds shall have
the same effect as if the official seal of the City had been
manually impressed upon each of the Bonds .
(b) In the event that any officer of the City whose
manual or facsimile signature appears on the Bonds ceases to be
such officer before the authentication of such Bonds or before
, the delivery thereof, such manual or facsimile signature
nevertheless shall be valid and sufficient for all purposes as
if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid
or obligatory for any purpose or be entitled to any security or
benefit of this Ordinance unless and until there appears
thereon the Certificate of Pay.ing Agent/Registrar substantially
in the form provided herein, duly authenticated by manual
execution by an officer or duly authorized signatory of the
Paying Agent/Registrar. It shall not be required that the same
officer or authorized signatory of the Paying Agent/Registrar
sign the Certificate of Paying Agent/Registrar on all of the
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Bonds . In lieu of the executed Certificate of Paying
Agent/Registrar 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 the Comptroller of Public Accounts
of the State of Texas, or by his duly authorized �'agent, which
� Certificate shall be evidence that the Bond has been duly
approved by the Attorney General of the State of Texas and that
it is a valid and bindinq obligation of the City, and has been
registered by the Comptroller of Public Accounts of the State
of Texas .
(d) On the Closing Date, one initial Bond representing
the entire principal amount of all Bonds, payable in stated
installments to the initial purchaser, or its designee,
manually signed by the Mayor and City Secretary of the City,
approved by the Attorney General, and registered and manually
signed by the Comptroller of Public Accounts, will be delivered
to the initial purchaser or its designee. Upon payment for the
Initial Bond, the Paying Agent/Registrar shall cancel the
Initial Bond and deliver registered definitive Bonds, each
definitive Bond having a single, specified maturity and
interest rate, in integral multiples of $5,000, in accordance
with instructions received from the initial purchaser or its
designee. It shall be the duty of the initial purchaser or its
designee to furnish to the Paying Agent/Registrar, at least
five (5) business days prior to the Closing Date, written
x instructions on forms which the purchaser or its designee must
request of and obtain from, and which shall be provided by, the
Paying Agent/Registrar designating the names in which such
�. definitive Bonds are to be registered, the addresses of the
Owners, the respective maturities, interest rates and
denominations . If such written instructions are not received
within the specified time period, the cancellation of the
Initial Bond and delivery of definitive Bonds in exchange
therefor may be delayed until such instructions are received.
Section 3 . 05 . Ownership.
(a) The City, the Paying Agent/Registrar and any other
person may treat the person in whose name any 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, and for
all other purposes, whether or not such Bond is overdue, and
� neither the City nor the Paying Agent/Registrar shall be bound
by any notice or knowledge to the contrary.
(b) Al1 payments made to the Owner of a Bond shall be
valid and effectual and shall discharge the liability of the
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City and the Paying Agent/Registrar upon such Bond to the
extent of the sums paid.
Section 3. 06 . Registration, Transfer and ExchanQe.
�,, , (a) So long as any Bonds remain outstanding, the City
shall cause the Paying Agent/Registrar to keep at its principal
corporate trust office a register in which, subject to such .
, reasonable regulations as it may prescribe, the Paying
Agent/Registrar shall provide for the registration and transfer
of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only
upon the presentation and surrender of the Bond at the
principal corporate office of the Paying Agent/Registrar with
such endorsement or other evidence of transfer as is acceptable
to the Paying Agent/Registrar. No transfer of any Bond shall
be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the
presentation and surrender thereof at the principal corporate
trust office of the Paying Agent/Registrar for a Bond or Bonds
of the same maturity and interest rate and in any denomination
or denominations of any integral multiple of $5,000 and in an
aggregate principal amount equal to the unpaid principal amount
of the Bonds presented for exchange. The Paying Agent/
Registrar is hereby authorized to authenticate and deliver
� Bonds exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/
� Registrar in accordance with this Section shall constitute an
original contractual obligation of the City and shall be
entitled to the benefits and security of this Ordinance to the
same extent as the Bond or Bonds in lieu of which such exchange
Bond is delivered.
(e) No service charge shall be made to the Owner for
the initial registration, subsequent transfer, or exchange for
any different denomination of any of the Bonds . The Paying
Agent/Registrar, however, may require the Owner to pay a sum
sufficient to cover any tax or other governmental charge that
is authorized to be imposed in connection with the
registration, transfer or exchange of a Bond.
(f) Neither the City nor the Paying Agent/Registrar
shall be required to issue, .transfer, or exchange any Bond
called for redemption, in whole or in part, where such
redemption is scheduled to occur within 30 calendar days after
the transfer or exchange date; provided, however, such
limitation shall not be applicable to an exchange by the Owner
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of the uncalled principal balance of a Bond.
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Section 3. 07 . Cancellation.
All Bonds paid or redeemed before scheduled maturity in
accordance with this Ordinance, and all Bonds in lieu of which
exchange Bonds or replacement Bonds are authenticated and
delivered in accordance with this Ordinance, shall be cancelled
� � and proper records shall be made regarding such payment,
redemption, exchange or replacement. The Paying
Agent/Registrar shall then return such cancelled Bonds to the
City or may in accordance with law destroy such cancelled Bonds
and periodically furnish the City with certificates of
destruction of such Bonds.
Section 3.08 . Temporary Bonds .
' (a) Following the delivery and registration of the
Initial Bond and pending the preparation of definitive Bonds ,
the proper officers of the City may execute and, upon the
City' s request, the Paying Agent/Registrar shall authenticate
and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten, mimeographed or otherwise produced,
in any denomination, substantially of the tenor of the
definitive Bonds in lieu of which they are delivered, without
coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the City
executing such temporary Bonds may determine, as evidenced by
their signing of such temporary Bonds .
� (b) Until exchanged for Bonds in definitive form, such
Bonds in temporary form shall be entitled to the benefit and
� security of this Ordinance.
(c) The City, without unreasonable delay, shall
prepare, execute and deliver to the Paying Agent/Registrar the
Bonds in definitive form; thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Paying �
Agent/Registrar, the Paying Agent/Registrar shall cancel the
Bonds in temporary form and shall authenticate and deliver in
exchange therefor Bonds of the same maturity and series, in
definitive form, in the authorized denomination, and in the
same aggregate principal amount, as the Bonds in temporary form
surrendered. Such exchange shall be made without the making of
any. charge therefor to any Owner.
Section 3.09 . Replacement Bonds .
(a) Upon the presentation and surrender to the Paying
Agent/Registrar of a mutilated Bond, the Paying Agent/Registrar
shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a
number not contemporaneously outstanding. The City or the
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Paying Agent/Registrar may require the Owner of such Bond to
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pay a sum sufficient to cover any tax or other governmental
charge that is authorized to be imposed in connection therewith
= and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently
destroyed or wrongfully taken, the Paying Agent/Registrar,
pursuant to the applicable laws of the State of Texas and in
the absence of notice or 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 not contemporaneously outstanding, provided
that the Owner first:
(i) furnishes to the Paying Agent/Registrar
satisfactory evidence of his or her ownership of and the
circumstances of the loss, destruction or theft of such
Bond;
(ii) furnishes such security or indemnity as may
be required by the Paying Agent/Registrar to save it and
the City harmless;
(iii) pays all expenses and charges in connection
therewith, including, but not limited to, printing costs,
legal fees, fees of the Paying Agent/Registrar and any
tax or other governmental charge that is authorized to be
imposed; and
(iv) satisfies any other reasonable requirements
imposed by the City and the Paying Agent/Registrar.
(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
Hond, the City and the Paying Agent/Registrar shall be entitled
to recover such replacement Bond from the person to whom it was
delivered or any person taking therefrom, except a bona fide
purchaser, and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the City or the Paying
Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost,
apparently destroyed or wrongfully taken Bond has become or is
about to become due and payable, the Paying Agent/Registrar, in
its discretion, instead of issuing a replacement Bond, may pay
such Bond if it has become due and payable or may pay such Bond
when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with
this Section shall constitute an original additional
:_� contractual obligation of the City and shall be entitled to the
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benefits and security of this Ordinance to the same extent as
the Bond or Bonds in lieu of which such replacement Bond is
delivered.
ARTICLE IV °
REDEMPTION OF BONDS BEFORE MATURITY
Section 4 .01 . Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled
maturity only as provided in this Article IV.
Section 4 . 02 . Optional Redemption.
(a) The City reserves the option to redeem Bonds
maturing on and after February 15, 2000, in whole or any part,
before their respective scheduled maturity dates, on February
15, 1999, or on any date thereafter, such redemption date or
dates to be fixed by the City, at a price equal to the
principal amount of the Bonds called for redemption plus
accrued interest to the date fixed for redemption.
(b) The City, at least 45 days before the redemption
date, unless a shorter period shall be satisfactory to the
Paying Agent/Registrar, shall notify the Paying Agent/Registrar
of such redemption date and of the principal amount of 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 to be redeemed and shall direct the Paying
Agent/Registrar to call by lot the Bonds, or portions thereof,
within such maturity 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/Registrar shall treat each $5,000 portion of the Bond as
though it were a single Bond for purposes of selection for
redemption.
(c) Upon surrender of any Bond for redemption in part,
the Paying Agent�Registrar, in accordance with Section 3 . 06 of
this Ordinance, shall authenticate and deliver an exchange Bond
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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 Agent�Registrar shall promptly notify
the City in writing of the principal amount to be redeemed of
4 any Bond as to which only a portion thereof is to be redeemed.
Section 4 . 04 . Notice of Redem�tion to Owners .
(a) The Paying Agent/Registrar shall give notice of
any redemption of Bonds by sending notice by first class United
States mail, postage prepaid, not less than 30 days before the
date fixed for redemption, to the Owner of each Bond (or part
thereof) to be redeemed, at the address shown on the Register
at the close of business on the business day next preceding the
date of mailing such notice.
(b) The notice shall state the redemption date, the
redemption price, the place at which the Bonds are to be
surrendered for payment, and, if less than all the Bonds
outstanding are to be redeemed, an identification of the Bonds
or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall
be conclusively presumed to have been duly given, whether or
not the Owner receives such notice.
� Section 4 . 05 . Payment Upon Redemption.
(a) Before or on each redemption date, the City shall
� deposit with the Paying Agent/Registrar money sufficient to pay
all amounts due on the redemption date and the Paying Agent/
Registrar shall make provision for the payment of the Bonds to
be redeemed on such date by setting aside and holding in trust
' such amounts as are received by the Paying Agent/Registrar from
the City and shall use such funds solely for the purpose of
paying the principal of, redemption premium, if any, and
accrued interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called
for redemption at the principal corporate office of the Paying
Agent/Registrar on or after the date fixed for redemption, the
Paying Agent/Registrar shall pay the principal of, redemption
premium, if any, and accrued interest on such Bond to the date
of redemption from the money set aside for such purpose.
Section 4 . 06 . Effect 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
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the date fixed for redemption and, unless the City defaults in
its obligation to make provision for the payment of the
" principal thereof, redemption premium, if any, or accrued
interest thereon, such Bonds or portions thereof shall cease to
bear interest from and after the date fixed for redemption,
, whether or not such Bonds are presented and surrendered for
payment on such date.
(b) If the City shall fail to make provision for
payment of all sums due on a redemption date, then any Bond or
portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond until due provision is
made for the payment of same by the City.
ARTICLE V
PAYING AGENT�REGISTRAR
Section 5. 01 . Appointment of Initial Paying A e�/
Registrar.
NCNB Texas National Bank, Fort Worth, Texas, is hereby
appointed as the initial Paying Agent/Registrar for the Bonds .
Section 5 . 02 . Oualifications .
Each Paying Agent/Registrar shall be a commercial bank, a
trust company organized under the laws of the State of Texas,
or any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent
and registrar for the Bonds .
Section 5 . 03 . Maintaining Paying AgentfRegistrar.
(a) At all times while any Bonds are outstanding, the
City will maintain a Paying Agent/Registrar that is qualified
under Section 5.02 of this Ordinance. The Mayor is hereby
authorized and directed to execute an agreement with the Paying
. Agent/Registrar specifying the duties and responsibilities of
the City and the Paying Agent/Registrar. The signature of the
Mayor shall be attested by the City Secretary of the City.
(b) If the Paying Agent/Registrar resigns or otherwise
ceases to serve as such, the City will promptly appoint a
replacement.
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Section 5 .04 . Termination.
The City, upon not less than 60 days notice, reserves the
, right to terminate the appointment of any Paying Agent/
Registrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
Section 5 . 05 . Notice of Change to Owners
Promptly upon each change in the entity serving as Paying
Agent/Registrar, the City will cause notice of the change to be
sent to each Owner by first class United States mail, postage
prepaid, at the address in the Register, stating the effective
date of the change and the name and mailing address of the
replacement Paying Agent/Registrar.
Section 5 . 06 . AQreement to Perform Duties and Functions .
By accepting the appointment as Paying Agent/Registrar
and executing the Paying Agent/Registrar Agreement, the Paying
Agent/Registrar is deemed to have agreed to the provisions of
this Ordinance and that it will perform the duties and
functions of Paying Agent/Registrar prescribed thereby.
Section 5 . 07 . Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying
Agent/Registrar, promptly upon the appointment of the
successor, will deliver the Register (or a copy thereof) and
all other pertinent books and records relating to the Bonds to
the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6 . 01. Form Generallv.
(a) The Bonds, the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the
Certificate of the Paying Agent/Registrar, and the Assignment
form to appear on each of the Bonds, (i) shall be substantially
in the form set forth in this Article, with such appropriate
insertions, omissions, substitutions, and other variations as
are permitted or required by. this Ordinance, and (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
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as, consistently herewith, may be determined by the City or by
the officers executing such Bonds, as evidenced by their
execution thereof.
(b) Any portion of the 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 definitive Bonds shall be printed, litho-
graphed, or engraved, and may be produced by any combination of
these methods or produced in any other similar manner, all as
determined by the officers executing such 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 Bond, including the form of the Registra-
tion 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:
(a) Form of Bond.
REGISTERED REGISTERED
No. $
� United States of America
State of Texas
COUNTIES OF TARRANT, DALLAS AND DENTON
CITY OF GRAPEVINE, TEXAS
GENERAL OBLIGATION BOND �
SERIES 1989
INTEREST R.ATE: MATURITY DATE: BOND DATE: CUSIP NO. :
May 1, 1989
The City of Grapevine, Texas (the "City" ) , in the
Counties of Tarrant, Dallas and Denton, State of Texas, for
value received, hereby promises to pay to
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or registered assigns, on the Maturity Date specified above,
the sum of
DOLLARS
�inless this Bond shall have been sooner called for redemption
and the payment of the principal hereof shall have been paid or
provided for, and to pay interest on such principal amount from
the later of the Bond Date specified above or the most recent
interest payment date to which interest has been paid or
provided for until payment of such principal amount has been
paid or provided for, at the per annum rate of interest
specified above, computed on the basis of a 360-day year of
twelve 30-day months, such interest to be paid semiannually on
February 15 and August 15 of each year, commencing February 15,
1990.
' The principal of this Bond shall be payable without
exchange or collection charges in lawful money of the United
States of America upon presentation� and surrender of this Bond
at the principal corporate office of the Paying Agent/Registrar
executing the registration certificate appearing hereon.
Interest on this Bond is payable by check dated as of the
interest payment date, and will be mailed by the Paying
Agent/Registrar to the registered owner at the address shown on
the registration books kept by the Paying Agent/Registrar or by
such other customary banking arrangement acceptable to the
Paying Agent/Registrar and the registered owner; provided,
however, such registered owner shall bear all risk and expense
of such other banking arrangement. For the purpose of the
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.
If the date for the payment of the principal of or
interest on this Bond shall be a Saturday, Sunday, legal
holiday, or day on which banking institutions in the city where
the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for
such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on which banking
institutions are required or authorized to close, and payment
on such date shall have the same force and effect as if made on
the original date payment .was due and no additional interest
shall be due by reason of non-payment on the date on which such
payment is otherwise stated to be due and payable.
This Bond is one of a series of fully registered bonds
specified in the title hereof issued in the aggregate principal
amount of $6, 310,000 (herein referred to as the "Bonds " ) ,
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issued pursuant to a certain ordinance of the City (the
"Ordinance" ) for the purpose of providing funds with which to
make various permanent public improvements for and within the
City.
The City has reserved the option to redesm the Bonds
maturing on or after February 15, 2000, in whole or in part
� before their respective scheduled maturity dates, on February
15, 1999, or on any date thereafter, at a price equal to the
principal amount of the Bonds so called for redemption plus
accrued interest to the date fixed for redemption. If less
than all of the Bonds are to be redeemed, the City shall
determine the maturity or maturities and the amounts thereof to
be redeemed and shall direct the Paying Agent/Registrar to call
by lot the Bonds, or portions thereof, within such maturity and
in such prir.cipal amounts, for redemption.
Notice of such redemption or redemptions shall be given
by first class mail, postage prepaid, not less than 30 days
before the date fixed for redemption, to the registered owner
of each of the 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 principal corporate
trust office of the Paying Agent/Registrar with such
endorsement or other evidence of transfer as is acceptable to
the Paying Agent/Registrar; thereupon, one or more new fully
registered 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 Agent/Registrar shall be
required to issue, transfer or exchange any Bond called for
redemption where such redemption is scheduled to occur within
30 calendar days of the transfer or exchange date; provided,
however, such limitation shall not be applicable to an exchange
by the registered owner of the uncalled principal balance of a
Bond.
The City, the Paying Agent/Registrar, 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
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the person in whose name this Bond is registered on the Record
Date) and for all other purposes, whether or not this Bond be
overdue, and neither the City nor the Paying Agent/Registrar
shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of
this Bond and the series of which it is a part is duly
� ` authorized by law, and has been authorized by a vote of the
properly qualified electors of the City; that all acts,
conditions and things required to be done precedent to and in
the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, form and manner, as
required by law; and that ad valorem taxes upon all taxable
property in the City have been levied for and pledged to the
payment of the debt service requirements of the Bonds, within
the limit prescribed by law.
IN WITNESS WHEREOF, the City has caused this Bond to be
executed by the manual or facsimile signature of the Mayor of
the City and countersigned by the manual or facsimile signature
of the City Secretary of the City, and the official seal of the
City has been duly impressed or placed in facsimile on this
Bond.
City Secretary, City of Mayor, City of Grapevine,
Grapevine, Texas Texas
�.. .
• [SEAL]
(b) Form of Comptroller' s Registration Certificate.
The following Comptroller's Registration Certificate may
be deleted from the definitive Bonds if such certificate on the
Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER N0.
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in
my office a certificate of the Attorney General of the State of
Texas to the effect that this Bond has been examined by him as
required by law, that he finds that it has been issued in
conformity with the Constitution and laws of the State of
Texas, and that it is a valid and binding obligation of the
City of Grapevine, Texas, and that this Bond has this day been
registered by me.
�: _
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Witness my hand and seal of office at Austin, Texas,
�, ,.
� Comptroller of Public Accounts
of the State of Texas
[SEAL]
(c) Form of Certificate of Paying Agent/Registrar.
The following Certificate of Paying Agent/Registrar may
be deleted from the Initial Bond if the Comptroller' s
Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT�REGISTRAR
The records of the Paying Agent/Registrar show that the
Initial Bond of this series of bonds was approved by the
Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas, and that
this is one of the Bonds referred to in the within-mentioned
Ordinance.
NCNB TEXAS NATIONAL BANK,
Fort Worth, Texas,
as Paying Agent/Registrar
a} Dated: By:
Authorized Signatory
(d) Form of Assignment.
' ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns, and transfers unto (print or typewrite name, address
and Zip Code of transferee) :
(Social Security or other identifying number: )
the within Bond and all rights hereunder and hereby irrevocably
constitutes and appoints
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attorney to transfer the within Bond on the books kept for
registration hereof, with full power of substitution in the
premises .
Dated:
NOTICE: The signature on this
Assignment must correspond with �
Signature Guaranteed By: the name of the registered
owner as it appears on the face
of the within Bond in every
particular and must be guar-
anteed by an officer of a
federal or state bank or a
member of the National Associa-
tion of Securities Dealers .
Authorized Signatory
(e) The Initial Bond shall be in the form set forth in
paragraphs (a) through (d) of this Section, except for the
following alterations :
(i) immediately under the name of the Bond, the
headings "INTEREST RATE" and "MATURITY DATE" shall both
be completed with the words "As shown below" ;
• (ii) in the first paragraph of the Bond, the
. words "on the Maturity Date specified above" shall be
deleted and the following will be inserted: "on February
15 in each of the years, in the principal installments
and bearing interest at the per annum rates in accordance
with the following schedule:
Principal Interest
Years Installments Rates"
(Information to be inserted from
schedule in Section 3 .02 of this Ordinance)
(iii) in the second paragraph of the Bond, the
words "executing the registration certificate appearing
hereon" shall be deleted and an additional sentence shall
be added to the paragraph as follows: "The initial
Paying Agent�Registrar , is NCNB Texas National Bank, Fort
Worth, Texas. " ; and
(iv) the Initial Bond shall be numbered T-1.
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Section 6 . 03. CUSIP Registration.
The City may secure identification numbers through the
CUSIP Service Bureau Division of Standard & Poor' s Corporation,
New York, New York, and may authorize the printing of such
numbers on the face of the Bonds . It is expressly provided,
�"' ` however, that the presence or absence of CUSIP numbers on the
Bonds shall be of no significance or effect as regards the
legality thereof and neither the City nor the attorneys
approving said Bonds as to legality are to be held responsible
for CUSIP numbers incorrectly printed on the Bonds .
Section 6 .04 . Legal Opinion.
The approving legal opinion of Hutchison Boyle Brooks &
Fisher, A Professional Corporation, Bond Counsel, may be
printed on the reverse side of each Bond over the certification
. of the City Secretary of the City, which may be executed in
facsimile.
Section 6 .05 . Statement of Insurance.
A statement relating to a municipal bond insurance
policy, if any, to be issued for the Bonds may be printed on or
attached to each Bond.
ARTICLE VII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
�, .
Section 7 . 01 . Sale of Bonds . Official Statement.
(a) The Bonds have been duly advertised for public
sale; a bid or bids have been received pursuant thereto, and
the Bonds are hereby sold and shall be delivered to
for a price of par plus accrued
interest to the Closing Date and a premium of $ ,
being the best bid submitted at said public sale.
(b) The Notice of Sale and Bidding Instructions and
the Official Statement, dated April 3, 1989, and the Official
Bid Form, dated April 18, 1989, prepared and distributed in
connection with the sale of the Bonds are hereby approved,
confirmed and adopted as official documents and statements of
the City.
(c) The use of such Notice of Sale and Bidding
Instructions, Official Bid Form and Official Statement and all �
addenda, if any, thereto, in the offering and sale of the Bonds
is hereby approved, authorized and ratified.
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(d) All officers of the City are authorized to execute
such documents, certificates and receipts as they may deem
- appropriate in order to consummate the delivery of the Bonds in
accordance with the Notice of Sale and Bidding Instructions
therefor.
x (e) The obligation of the purchaser identified in
subsection (a) of this Section to accept delivery of the Bonds
is subject to such purchaser being furnished with the final,
approving opinion of Hutchison Boyle Brooks & Fisher, A
Professional Corporation, Bond Counsel for the City, which
opinion shall be dated and delivered the Closing Date.
Section 7 .02 . �ontrol and Delivery of Bonds .
(a) The Mayor of the City is hereby authorized to have
control of the Initial Bond and all necessary records and
proceedings pertaining thereto pending investigation,
examination and approval of the Attorney General of the State
of Texas, registration by the Comptroller of Public Accounts of
the State and registration with, and initial exchange or
transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public
• Accounts, delivery of the Bonds shall be made to the initial
purchasers thereof under and subject to the general supervision
and direction of the Mayor, against receipt by the City of all
amounts due to the City under the terms of sale.
Section 7 . 03 . Deposit of Proceeds .
(a) All amounts received on the Closing Date as
accrued interest on the Bonds from the Bond Date to the Closing
Date, together with any premium on the Bonds, shall be
deposited to the Interest and Sinking Fund.
(b) The remaining balance received on the Closing Date
shall be deposited to a special construction fund of the City,
as directed by an authorized officer of the City, such moneys
to be dedicated and used solely for the purposes for which the
Bonds are being issued as herein provided.
ARTICLE VIII
INVESTMENTS
Section 8 . 01 . Investments.
(a) Money in the Interest and Sinking Fund created by
this Ordinance, at the option of the City, may be invested in
�,,
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such securities or obligations as permitted under applicable
law.
(b) Any securities or obligations in which money is so
invested shall be kept and held in trust for the benefit of the
Owners and shall be sold and the proceeds of sale shall be
� timely applied to the making of all payments required to be
made from the fund from which the investment was made.
Section 8 .02 . Investment Income.
(a) Interest and income derived from investment of the
Interest and Sinking Fund shall be credited to such Fund.
(b) Interest and income derived from the investment of
the funds deposited pursuant to Section 7 . 03(b) hereof shall be
credited to the fund or account where deposited until the
construction of the projects for which the Bonds are issued is
completed; thereafter, to the extent such interest and income
' are present, such interest and income shall be deposited to the
Interest and Sinking Fund.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
� Section 9 . 01. Payment of the Bonds .
On or before each Interest Payment Date for the Bonds and
� " while any of the Bonds are outstanding and unpaid, there shall
be made available to the Paying Agent/Registrar, out of the
Interest and Sinking Fund, money sufficient to pay such
interest on and principal of the Bonds as will accrue or mature
on the applicable Interest Payment Date or date of prior
redemption.
Section 9 . 02 . Other Representations and Covenants .
(a) The City will faithfully perform at all times any
and all covenants, undertakings, stipulations, and provisions
contained in this Ordinance and in each Bond; the City will
promptly pay or cause to be paid the principal of and interest
on each Bond on the dates and at the places and manner
prescribed in such Bond; and the City will, at the times and in
the manner prescribed by this Ordinance, deposit or cause to be
deposited the amounts of money specified by this Ordinance.
(b) The City is duly authorized under the laws of the
State of Texas to issue the Bonds; all action on its part for
the creation and issuance of the Bonds has been duly and
w effectively taken; and the Bonds in the hands of the Owners
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thereof are and will be valid and enforceable obligations of
the City in accordance with their terms .
(c) The City hereby represents that the proceeds of
the Bonds are needed at this time to finance the costs of the
capital improvements for which the Bonds were issued (as
�`` specified in this Ordinance) ; that based on current facts,
estimates, and circumstances, it is reasonably expected that
final disbursement of the proceeds of the Bonds will occur
within three years after the Closing Date, that substantial
binding obligations to commence such improvements will be
incurred within six months after such date, and that the
construction or acquisition of the improvements will proceed
with due diligence to completion; that it is not reasonably
expected that the proceeds of the Bonds or money deposited in
the Interest and Sinking Fund will be used or invested in a
manner that would cause the Bonds to be or become "arbitrage
bonds, " within the meaning of Section 148 of the Code; and
that, except for the Interest and Sinking Fund, no other funds
or accounts have been established or pledged to the payment of
the Bonds.
(d) The City will not take any action or fail to take
any action with respect to the investment of the proceeds of
the Bonds or any other funds of the City, including amounts
received from the investment of any of the foregoing, that,
based upon the facts, estimates, and circumstances known on the
Closing Date, would result in constituting the Bonds "arbitrage
bonds, " within the meaning of such Section 148 of the Code, and
the City will not take any deliberate action motivated by
�- arbitrage that would have such result.
(e) Proper officers of the City charged with the
responsibility of issuing the Bonds are hereby directed to
make, execute and deliver certifications as to facts, estimates
and circumstances in existence as of the Closing Date and
stating whether there are any facts, estimates or circumstances
that would materially change the City' s current expectations .
( f) The City will comply with the provisions of
Section 148(f) of the Code, and the regulations promulgated
thereunder, relating to paying certain excess earnings of
� investments of proceeds of the Bonds to the United States of
America.
(g) The Bonds are hereby designated "qualified tax
exempt obligations for purposes of Section 265 of the Code.
The Bonds are not "private activity bonds" as defined in the
Code and neither the City nor any of its subordinate entities,
if any, reasonably expect to issue in excess of $10, 000, 000
aggregate amount of qualified tax exempt obligations during the
,, calendar year in which the Bonds are issued. The City hereby
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covenants not to designate more than $10,000, 000 aggregate
amount of qualified tax exempt obligations during the calendar
year in which the Bonds are issued.
' (h) The covenants and representations made or required
by this Section are for the benefit of the Owners and may be
�°'"� relied upon by the Owners and bond counsel for the City.
ARTICLE X
DEFAULT AND REMEDIES
Section 10 . 01. Events of Default.
Each of the following occurrences or events for the
purpose of this Ordinance is hereby declared to be an Event of
Default:
(i) the failure to make payment of the
principal of or interest on any of the Bonds when the
same becomes due and payable; or
(ii) default in the performance or observance of
any other covenant, agreement or obligation of the City,
which default materially and adversely affects the rights
of the Owners, including but not limited to, their
prospect or ability to be repaid in accordance with this
, Ordinance, and the continuation thereof for a period of
60 days after notice of such default is given by any
Owner to the City.
k.: .
Section 10 . 02 . Remedies for Default.
(a) Upon the happening of any Event of Default, then
any Owner or an authorized representative thereof, including
but not limited to, a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing
the rights of the Owners under this Ordinance, by mandamus or
other suit, action or special proceeding in equity or at law,
in any court of competent jurisdiction, for any relief
permitted by law, including the specific performance of any
covenant or agreement contained herein, or thereby to enjoin
any act or thing that may be unlawful or in violation of any
right of the Owners hereunder or any combination of such
remedies .
(b) It is provided �that all such proceedings shall be
instituted and maintained for the equal benefit of all Owners
� of Bonds then outstanding.
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Section 10 . 03. Remedies Not Exclusive.
. (a) No remedy herein conferred or reserved is intended
to be exclusive of any other available remedy or remedies, but
each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the
�' Bonds or now or hereafter existing at law or in equity;
provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by �
the Bonds shall not be available as a remedy under this
, Ordinance.
(b) The exercise of any remedy herein conferred or
reserved shall not be deemed a waiver of any other available
remedy.
ARTICLE XI
DISCHARGE
Section 11 .01 . Discharge by Payment.
When all Bonds have been paid in full as to principal and
as to interest and premium, if any, or when all Bonds have
become due and payable, whether at maturity or by prior
redemption or otherwise, and the City shall have provided for
. the payment of the whole amount due or to become due on all
Bonds then outstanding, including all interest that has accrued
thereon or that may accrue to the date of maturity or prior
�-° redemption, and any premium due or that may become due at
maturity or prior redemption, by depositing with the Paying
Agent/Registrar, for payment of the principal of such
outstanding Bonds and the interest accrued thereon and any
premium due thereon, the entire amount due or to become due
thereon, and the City shall also have paid or caused to be paid
all sums payable under this Ordinance by the City, including
the compensation due or to become due the Paying Agent/
Registrar, then the Paying Agent/Registrar, upon receipt of a
letter of instructions from the City requesting the same, shall
discharge and release the lien of this Ordinance and execute
and deliver to the City such releases or other instruments as
shall be requisite to release the lien hereof.
Section 11. 02 . Discharge by Deposit.
(a) The City may discharge its obligation to pay the
principal of, premium, if any, and interest on all or any
portion of the Bonds and its obligation to pay other sums
payable or to become payable under this Ordinance by the City,
including the compensation due or to become due the Paying
�, ,. Agent/Registrar, in accordance with the following procedures :
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(i) depositing or causing to be deposited with
the Paying Agent/Registrar an amount of money that,
together with the interest earned on or capital gains or
profits to be realized from the investment of such money,
will be sufficient to pay the principal of, premium, if
any, and accrued interest on such Bonds to maturity or to
� > the date fixed for prior redemption of such Bonds, and to
pay such other amounts as may be reasonably estimated by
the Paying Agent/Registrar to become payable under this
Ordinance with respect to the Bonds being provided for,
including the compensation due or to become due the
Paying Agent/Registrar; and
(ii) providing the Paying Agent/Registrar with
an opinion of nationally recognized bond counsel
acceptable to the Paying Agent/Registrar to the effect
that the deposit specified in subdivision (i) of this
� subsection (a) will not cause the interest on any of the
Bonds to become subject to federal income taxation.
(b) Subject to subsection (c) of this Section, upon
compliance with subsection (a) of this Section, the Bonds the
payment for which provision is thus made shall no longer be
regarded as outstanding and unpaid, and the Paying
Agent/Registrar, upon receipt of a letter of instructions from
the City requesting the same, shall discharge and release the
lien of this Ordinance as to such Bonds and shall execute and
deliver to the City such releases or other instruments as shall
� be requisite to release the lien hereof.
�, .. (c) Before the discharge and release of any portion of
the lien of this Ordinance pursuant to this Section, the City
shall make the following provisions with the Paying
Agent/Registrar:
(i) the establishment of a separate escrow �
account fund with the Paying Agent/Registrar for the
deposit pursuant to subsection (a) (i) of this Section;
(ii) the payment to the Owners at the date of
maturity or at the date fixed for prior redemption, as
applicable, of the full amount to which the Owners of the
appropriate Bonds would be entitled by way of principal,
premium, if any, and interest to the date of such
maturity or prior redemption;
(iii) the investment of such moneys by the Paying
Agent/Registrar in direct obligations of the United
States of America, including obligations, the principal
of and interest on which are unconditionally guaranteed
by the United States of America, and which may be in book
�., ..
entry form, maturing and/or bearing interest payable at
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such times and � in such amounts as will be sufficient to
provide for the scheduled payment and/or redemption of
such Bonds in securities or obligations maturing in
sufficient time, in the judgment of the Paying
Agent/Registrar, to make available the moneys required
for such purposes;
(iv) the sending of written notice by registere�
or certified United States mail to the Owner of each
appropriate Bond then outstanding within 30 days
following the date of such deposit that such moneys are
so available for such payment; and
(v) the payment to the City, periodically or
following final payment of the principal of, premium, if
any, and interest on the appropriate Bonds, of any
moneys, interest earnings, profits or capital gains over
and above the amounts necessary for such purposes .
ARTICLE XII
EMERGENCY
� Section 12 .01. Declaring an Emergency.
That the public importance of this Ordinance and the fact
,�,:� that it is in the best interest of the City to provide for the
permanent public improvements set forth in Section 3.01 hereof
at the earliest possible date constitutes an emergency and
�� creates a necessity for the immediate preservation of the
public peace, property, health and safety of the citizens of
the City, requiring that this Ordinance be passed and take
effect as an emergency measure, and it is accordingly ordained
that this Ordinance shall be in full force and effect from and
after its passage in accordance with the Charter of the City.
FINALLY PASSED, APPROVED AND EFFECTIVE this April 18,
1989 .
ATTEST: Mayor, City of Grapevine, Texas
Ci y Secretary � ity of
Grapevine, Texas
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APPROVED AS TO FORM:
City Attorney, City of °
Grapevine, Texas
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