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HomeMy WebLinkAboutORD 1985-012 � , �- � OR.DINANCE N0. 85-12 $3,400,000 � , CITY OF GftAPEVINE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1985 ;�; -,� � ,, TABLE OF CONTENTS �. . � Page R,ecitals 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 Certificates Section 2.01. Payment of the Certifieates 3 ARTICLE III Authorization; General Terms and Provisions � Regarding the Certificates �: Seetion 3.01. Authorization 4 Seetion 3.02. Date, Denomination, Maturities, Numbers and Interest 5 Section 3.03. Medium, Method and Place of Payment 5 Section 3.04. Control, Execution and Initial Registra.tion 6 Section 3.05. Ownership 7 Section 3.06. Registration, Transfer and Exchange 7 Section 3.07. Caneellation 8 Section 3.08. Temporary Certificates 8 Section 3.09. Replacement Certificates 9 Section 3.10. Additional Obligations 10 Section 3.11. Approval of Sale 10 ARTICLE N R,edemption of Certificates Before Maturity 10 ARTICLE V Paying Agent/Registrar Section 5.01. Appointment of Initial Paying Agent/R,egistra.r 10 Section 5.02. Qualifications 11 (i) Section 5.03. Maintaining Paying Agent/Registrar 11 Seetion 5.04. Termination 11 � Section 5.05. Notice of Change to Certificateholders 11 Section 5.06. Agreement to Perform Duties and Functions 11 �, y Section 5.07. Delivery of Records to Successor 11 ARTICLE VI Form of the Certificates Section 6.01. Form Generally 12 Section 6.02. Form of the Certificates 12 Section 6.03. CUSIP Registra,tion 17 Section 6.04. Legal Opinion 17 ARTICLE VII Creation of Funds and Accounts, Initial Deposits and Application of Money Seetion 7.01. Creation of Funds 17 Section 7.02. Initial Deposits 18 Section 7.03. Interest and Sinking Fund 18 Section 7.04. Revenue Fund 18 ARTICLE VIII Investments _ Section 8.01. Investments 18 Section 8.02. Investment Income 18 � s ARTICLE IX Particular Representations and Covenants Section 9.01. Payment of the Certificates 19 Section 9.02. Other Representations and Covenants 19 ARTICLE X Default and Remedies Seetion 10.01. Events of Default 20 Seetion 10.02. Remedies for Default 20 Section 10.03. Remedies Not Exelusive 20 ARTICLE XI Discharge Seetion 11.01. Discharge by Payment 21 Seetion 11.02. Discharge by Deposit 21 EXECUTION 22 (ii) Section 5.03. Mainta.ining Paying Agent/ftegistrar 11 Section 5.04. Termination 11 � Section 5.05. Notice of Change to Certificateholders 11 Section 5.06. Agreement to Perform Duties and Functions 11 �- < Section 5.07. Delivery of Records to Successor 11 ARTICLE VI Form of the Certificates Section 6.01. Form Genera.11y 12 Section 6.02. Form of the Certificates 12 Section 6.03. CUSIP Registra.tion 17 Section 6.04. Legal Opinion 17 ARTICLE VII Creation of Funds and Accounts, Initial Deposits and Application of Money Section 7.01. Creation of Funds 17 Section 7.02. Initial Deposits 17 Section 7.03. Interest and Sinking Fund 18 Section 7.04. Revenue Fund 18 ARTICLE VIII Investments - Section 8.01. Investments 18 Section 8.02. Investment Income 18 "�`' ` ARTICLE IX Particular Representations and Covenants Seetion 9.01. Payment of the Certificates 19 Section 9.02. Other Representations and Covenants 19 ARTICLE X Default and Remedies Section 10.01. Events of Default 20 Section 10.02. Remedies for Default 20 Section 10.03. R.emedies Not Exclusive 20 ARTICLE XI Discharge Section 11.01. Discharge by Payment 21 Section 11.02. Discharge by Deposit 21 EXECUTION 22 (ii) � ORDINANCE NO. 85-12 � AN ORDINANCE PROVIDING FOR. THE ISSUANCE OF CITY OF GRAPEVINE, TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1985, IN THE AGGREGATE PRINCIPAL AMOUNT OF $3,400,000; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, under the provisions of Article 2368a.1, Vernon's Texas Civil Statutes, as amended ("V.T.C.S."), in conjunction with Article 1269j-4.1, V.T.C.S., the governing body of the City of Gra.pevine, Texas (the "City") is authorized to issue certificates of obligation for the purpose of obta.ining funds for the purchase of land for authorized needs and purposes namely for the construction, improvement, enlargement, equipment and maintenance of civic center convention buildings and parking areas or facilities located at or in the immediate vicinity of the convention center facilities and for the payment of all necessary and incidental expenses related thereto, and to sell the same for cash as herein provided; and WHEREAS, the City is authorized to provide that such obligations will be payable from and secured by ad valorem taxes in combination with a portion of the � - revenues the City derives from the levy and collection of the hotel-occupancy tax authorized by Article 1269j-4.1, V.T.C.S.; and �"'t WHEREAS, the City Council has found and determined that it is necessary and in the best interests of the City and its citizens that it issue the Combination Tax and Revenue Certificates of Obligation authorized by this ordinance; and WHEREAS, pursuant to a resolution heretofore passed by this governing body, notice of intention to issue certificates of obligation of this City payable as provided in this ordinance, in an amount not to exceed $3,600,000 for the purpose of obta.ining funds for the purchase of land for authorized needs and purposes, to-wit: the construction, improvement, enlargement, equipment and maintenance of civic center convention buildings a.nd parking areas or facilities located at or in the immediate vicinity of the convention center facilities, and paying all necessary and incidental expenses related thereto, was published in a newspaper of general circulation in the City on February 6, 1985 and February 13, 1985, the date of the first publication of said notice being at least fourteen (14) days prior to the date set for the passa,ge of this ordinance; and WHEREAS, no petition of any kind has been filed with the City Secretary, any member of the City Council or any other official of the City, protesting the issuance of such certificates of obligation; and WHEREAS, this City Council is now authorized and empowered to proceed with the issuanee of said certificates of obligation in an aggregate amount of $3,400,000 and to sell the same for cash; R , NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: ARTICLE I �" " DEFINITIONS AND OTHER PRELIMINARY MATTERS �., , Section 1.01. Definitions. Unless otherwise e�ressly provided or unless the context clearly requires otherwise, in this Ordinance, the following terms shall have the meanings specified below: "Certificate" means any of the Certificates. "Certificateholder" or "Holder" or "Owner" means the person who is the registered owner of a Certificate or Certificates, as shown in the Register. "Certificates" means the certificates authorized to be issued by Section 3.01 of this Ordinance. "Closing Date" means the date of the initial delivery of and payment for the Certificates. "Code" means the Internal Revenue Code of 1954, as amended, including the regulations and published rulings thereunder. "Event of Default" means any Event of Default as defined in Section 10.01 of this Ordinance. "Fiscal Year" means such fiscal year as sha11 from time to time be set by the �.;� City Council or by the City's Home Rule Charter. "Hotel Occupancy Tax" means the gross receipts of those taxes collected by the City representing 5% of the consideration paid to any hotel in the City as the cost of occupancy of any sleeping room furnished by such hotel where the cost of occupancy is at a ra.te of $2.00 or more per day less 1% of the amount of tax collected and required to be reported to the City and less costs and e�cpenses paid by the City with the revenues received from said Hotel Occupancy Tax. "Initial Certificate" means the Initial Certificate authorized by Section 3.04(b) of this Ordinance. "Initial Date" means the date designated as the Initial Date by Section 3.02(a) of this Ordinance. "Interest and Sinking Fund" means the interest and sinking fund established by Section 7.01(a)(i) of this Ordinanee. "Paying Agent/Registrar" means initially Texas American Bank/Fort Worth, N.A., or any successor thereto as provided in this Ordinanee. "Pledged Revenues" means the Hotel Occupaney Tax pledged to the payment of the Certificates. oas�y -2- "Record Date" means the Record Date as preseribed by Section 3.03(b) of this � „ Ordinance. "Register" means the Register specified in Section 3.06(a) of this Ordinanee. �..,�Y . "Revenue Fund" means the revenue fund established by this Ordinance. "City" means the City of Grapevine, Texas. Section 1.02. F�. The declara,tions, determinations and findings declared, made and found in the preamble to this Ordinanee are hereby adopted, restated and made a part of the opera.tive provisions hereof. Section 1.03. Table of Contents, Titles and Headin�s. The table of eontents, titles and headings of the Artieles and Seetions of this Ordinance have been inserted for convenience of reference only and are not to be eonsidered 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 the masculine gender ' shall be eonstrued to include correlative words of the feminine and neuter genders and viee 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 to sustain the validity of this Ordinance. ` ARTICLE II SECURITY FOR THE CERTIFICATES Seetion 2.01. Pa.yment of the Certificates. To provide for the payment of the debt service requirements on the Certificates, being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% per annum (whichever amount shall be the greater), there shall be and there is levied for the current yeac and eaeh sueeeeding year thereafter while the Certificates or any interest thereon sha11 remain outstanding and unpaid, a sufficient tax on each one hundred dollars' valuation of taxable property in the City, adequate to pay such debt service requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected eaeh year and applied to the payment of the a. debt serviee requirements, and the same shall not be diverted to any other purpose. ,�a, ,. 0467y -3- The taxes so levied and collected shall be pa.id into the Interest and Sinking Fund. This governing body hereby declares its purpose and intent to provide and levy a tax �= legally and fully sufficient to pay the said debt service requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other � ' outstanding obligations. The amount of taxes to be provided annually for the payment of principal of and interest on the Certificates sha11 be determined and accomplished in the following manner: (a) . The City's annual budget shall reflect (i) the amount of debt service requirements to become due on the Certificates in the next succeeding Fiscal Year of the City, (ii) the amount on deposit in the Revenue Fund and the Interest and Sinking Fund, as of the date such budget is prepared (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year), and (iii) the amount of Pledged Revenues estimated and budgeted to be ava.ilable for the payment of such debt service requirements on the Certificates during the ne}rt succeeding Fiscal Year of the City. (b) The amount required to be provided in the suceeeding Fiscal Year of the City from ad valorem taxes shall be the amount, if any, the debt service requirements to be pa.id on the Certificates in the next succeeding Fiscal Year of the City exceeds the sum of (i) the amount shown to be on deposit in the Revenue Fund and the Interest and Sinking Fund (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year) at the time the �,_. annual budget is prepared, and (ii) the Pledged Revenues shown to be budgeted and available for payment of sa.id debt serviee requirements. �-� (c) Following the final approval of the annual bwdget of the City, the governing body of the City shall, by ordinance, levy an ad valorem tax at a ra.te sufficient to produee taxes in the amount determined in paragraph (b) above, to be utilized for purposes of paying the principal of and interest on the Certificates in the ne� succeeding Fiscal Year of the City. The City hereby covenants and agrees that all the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of, premium, if any, and interest on the Certificates as the same become due. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.01. Authorization. The City's Certificates of Obligation to be designated "City of Gra.pevine, Texas, Combination Tax and Revenue Certificates of Obligation, Series 1985," are hereby authorized to be issued and delivered in accordanee with the Constitution � � and laws of the State of Texas and the Charter of the City, the Certifieates to be issued in the aggregate principal amount of $3,400,000 for the purpose of obta.ining 0467y -4- funds for the purchase of land for authorized needs and purposes, to-wit: the construction, improvement, enlargement, equipment and maintenance of civic � center convention buildings and parking areas or facilities located at or in the immediate vicinity of the eonvention center facilities, and paying all necessary and �-� incidental expenses related thereto. Section 3.02. Date, Denomination, Maturities, Numbers and Interest. (a) The Certifieates shall have an Initial Date of April 1, 1985. The Certifieates 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. (b) The Certificates shall mature on May 1 in the years and as to the principal amounts set forth below, and interest on each Certificate shall accrue from the later of the Initial Date or the most recent interest payment date to which interest has been paid or provided for at the per annum ra.tes of interest, payable semiannually on May 1 and November 1 of each year until maturity or prior redemption commencing May 1, 1986, all as set forth in the schedule below: Prineipal Interest Principal Interest Year Installments R,ate Year Installments R.ate 1986 $ 60,000 11.75% 1996 $ 155,000 9.20% 1987 65,000 11.75% 1997 170,000 9.30% 1988 75,000 11.75% 1998 185,000 9.40% �r 1989 80,000 11.75% 1999 205,000 9.55% 1990 90,000 11.75% 2000 225,000 9.70% 1991 95,000 11.75% 2001 245,000 9.85% � " 1992 105,000 11.75% 2002 270,000 10.00% 1993 115,000 11.75% 2003 300,000 10.00% 1994 130,000 10.70% 2004 330,000 9.25% 1995 140,000 9.00% 2005 360,000 9.25% Section 3.03. Medium, Method and Place of Pa.yment. (a) The principal of, premium, if any, and interest on the Certificates shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Certificates shall be payable to the Owners as shown in the Kegister at the close of business on the 15th day of the month next preced.ing such interest payment date (the "Record Date"). (e) Interest shall be paid by check (dated as of the interest payment date) and sent by the Paying Agent/Registrar to the person entitled to such payment, first class United States mail, postage prepaid, to the address of such person as it appears in the Register. � (d) The principal of each Certificate shall be pa.id to the person in whose name such Certificate is registered on the due date thereof (whether at the 0467y -5- maturity date or the date of prior redemption thereof� upon presentation and surrender of such Certificate at the principal corpora.te trust office of the Paying p Agent/Registrar. In the event of a non-payment of interest on a scheduled payment date, and � " for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) sha11 be sent at least five business days prior to the Special Record Date by United States ` mail, first class, postage prepaid, to the address of each Holder of a Certificate appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. Section 3.04. Control�Execution and Initial Re�istration. (a) Tha.t the Mayor of the City is hereby authorized to have control of the Initial Certificate and all necessary records and proceedings pertaining thereto pending investigation, examination, and approval by the Attorney General of the State of Texas, registration by the Comptroller of Public Aeeounts of the State of Texas and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) Initially, a single certificate (the "Initial Certificate") representing the entire principal amount of the Certificates registered in the name of the initial �::: . purchaser of the Certificates, or his or her designee, shall be exeeuted a.nd submitted to the Attorney General of the State of Texas for his approval, and, thereupon, the Comptroller of Public Aecounts of the State of Texas, or a deputy ��� designated in writing to aet on behalf of the Comptroller, will execute the Comptroller's Registration Certificate. (e) If the Paying Agent/Registrar, not later than five business days before the Closing Date, is in reeeipt of written instructions from the initial purchaser of the Certificates designating the names in whieh Certificates are to be - - registered, the addresses of the Holders and the maturities, interest rates and �;, denominations with respeet to each such Holder, then the Paying Agent/Kegistra.r, upon payment of the Initial Certifieate, shall eancel the Initial Certificate and deliver, without cost, registered Certificates pursuant to sueh instructions. In absenee of sueh timely instruetions, the Paying Agent/Registrar may register the Certificates in the name of the initial purchaser thereof. (d) The Certificates shall be executed on behalf of the City by the Mayor and City Seeretary of the City, by their manual or faesimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such faesimile signatures on the Certificates shall have the same effect as if each of the Certificates had been signed manually and in person by each of sa.id officers, and sueh facsimile seal on the Certificates shall have the same effect as if the official seal of the City had been manually impressed upon each of the Certificates. � _ (e) In the event that any officer of the City whose manual or facsimile signature appears on the Certificates ceases to be such offieer before the oas�y -6- authentication of such Certificates or before the delivery thereof, sueh manual or facsimile signature nevertheless sha.11 be valid and sufficient for all purposes as if � such offieer had remained in sueh office. � . (f) No Certifieate 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 either (i) the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Aceounts of the State of Texas, or by his duly authorized agent, or (ii) the Certificate of Paying AgentlRegistrar substantially in the form provided herein, duly authenticated by manual execution of an authorized signatory of the Paying Agent/Registrar. It shall not be required that the same authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. Either of sueh Certificates upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. Seetion 3.05. Ownership. (a) The City, the Paying Agent/Registrar and any other person may treat the person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment of the principal thereof and premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon, and for all other purposes, whether or not such Certificate is overdue, and neither the City nor the Paying Agent/Registrar shall be bound by any notiee or l�owledge to the eontrary. �= N (b) All payments made to the person deemed to be the owner of any Certificate in accordance with this Section sha11 be valid and effectual and sha11 discharge the liability of the City and the Paying Agent/Registrar upon such �`� Certificate to the extent of the sums pa.id. Section 3.06. Re�istration, Transfer and Exchange. (a) So long as any Certifieates remain outstanding, the City shall cause the Paying Agent/Registrar to keep at its principal corporate trust office a register (the "Register") in whieh, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registra.tion and transfer of Certificates in aceordanee with this Ordinanee. (b) A Certificate shall be transferable only upon the presentation and surrender thereof at the prineipal eorporate trust office of the Paying Agent/R,egistrar with sueh endorsement or other evidenee of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Certificate sha11 be effeetive until entered in the Register. (c) The Certificates shall be exchangeable upon the presentation and surrender thereof at the principal corporate trust office of the Paying Agent/ Registra.r for a Certificate or Certificates of the same maturity and interest rate and in any authorized denomination and in an aggregate principal amount equal to the unpaid prineipal amount of the Certificate presented for exchange. Certificates � delivered in exchange for another Certificate or other Certificates shall be dated so that neither gain nor loss in interest shall result from such exehange. The Paying 0467y _7_ Agent/Registrar is hereby authorized to authenticate and deliver Certificates exchanged for other Certificates in accordance with this Section. �� (d) Each exehange Certifieate delivered in aecordanee with this Section shall constitute an original additional contractual obligation of the City and shall be �° ' entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such exchange Certificate is delivered. (e) No service charge shall be made to the Owner for the initial registration or any subsequent transfer of Certificates, but the Paying Agent/Registrar will require the Owner to pay the reasonable cost ineurred by the Paying Agent/Registra.r in connection with the exchange of a Certificate or Certificates for a different denomination where no simultaneous transfer of the Certificate or Certificates to a new Owner also occurs. In addition, the Paying Agent/Registrar may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in eonnection with the registra.tion, transfer or exchange of a Certificate. (f) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Certifieate or portion thereof ealled for redemption prior to maturity within 45 days prior to the date fixed for redemption. Section 3.07. Cancellation. All Certificates paid or redeemed before scheduled maturity in aceordance with this Ordinance, and all Certifieates in lieu of which exchange Certificates or replaeement Certificates are authenticated and delivered in accordance with this x� Ordinance, shall be eaneelled and destroyed upon the making of proper records regarding sueh payment, redemption, exchange or replacement. The Paying �� - Agent/Registrar shall periodically furnish the City with certificates of destruction of such Certificates. Section 3.08. Temporar.y Certificates. (a) Following the delivery and registration of the Initial Certificate and pending the preparation of definitive Certificates, the City may execute and, upon �;:, , the City's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Certificates in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City exeeuting such temporary Certificates may determine, as evidenced by their signing of such temporary Certificates. (b) Until exchanged for Certificates in definitive form, such Certificates in temporary form shall be entitled to the benefit and security of this Ordinanee. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar, and thereupon, upon the presentation and surrender of the Certificate or Certificates in temporary form to the Paying � Agent/Registrar, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a Certificate or Certifieates of the same maturity and series, in 0467y _8_ definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Certificate or Certificates in temporary form surrendered. Such �' � exehange shall be made without the making of any charge therefor to any Holder. �„x:.� Section 3.09. Replacement Certificates. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Certificate, the Paying Agent/Registrar shall authentieate and deliver in exchange therefor a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/ Registrar may require the Holder of such Certificate to pay a sum suffieient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected herewith. (b) In the event that any Certificate is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applieable laws of the State of Texas and in the absenee of notice or knowledge that such Certificate has been aequired by a bona fide purchaser, shall authenticate and deliver a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Holder first: (i) furnishes to the Paying Agent/Registrar satisfactory evidenee of his or her ownership of and the circumstances of the loss, destruction or theft of such Certificate; (ii) furnishes such seeurity or indemnity as may be required by � • the Paying Agent/Registrar, and acceptable to the City, to save it harmless; ' (iii) pays all expenses and charges in connection therewith, °�`"'� including, but not limited to, printing eosts, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental eharge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Paying Agent/Registrar. �� (c) If, after the delivery of such replacement Certificate, a bona fide purehaser of the original Certificate in lieu of whieh such replacement Certificate was issued presents for payment such original Certifieate, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Certificate from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, dama.ge, cost or e�ense 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 Certifieate has become or is about to become due and payable, the Paying Agent/ Registrar, in its discretion, instead of issuing a replacement Certificate, may pay such Certificate. (e) Each replacement Certificate delivered in aecordance with this Section shall constitute an original additional contractual obligation of the City and 0467y -9- shall be entitled to the benefits and security of this Ord.inance to the same extent as � the Certificate or Certificates in lieu of which such replacement Certificate is delivered. � ' Section 3.10. Additional Obli�ations. The City reserves the right to issue any obligations authorized by law and such obligations may be payable from the same source and secured in the same manner on a parity with the Certificates. Section 3.11. Approval of Sale. (a) The Certificates have been duly advertised for public sale; bid has been received pursuant thereto, and the Certificates are hereby sold and shall be delivered to Underwood, Neuhaus & Co., for a price of par plus accrued interest to the Closing Date, being the best bid submitted at said public sale. (b) The obligation of the purchaser identified in subsection (a) of this Seetion to accept delivery of the Certifieates is subject to such purchaser being furnished with the final, approving opinion of Hutchison Price Boyle & Brooks, Certifieate Counsel for the City, which opiruon shall be dated and delivered the Closing Date. ARTICLE IV �` REDEMPTION OF CERTIFICATES BEFORE MATURITY �.;�� The City reserves the right, at its option, to redeem Certificates having stated maturities on and after May 1, 1996, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on May 1, 1995, or any interest payment date thereafter, at the par value thereof plus aecrued interest to the date fixed for redemption. If less than all of the Certificates are to be redeemed by the City, 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 Certificates, or portions thereof, within such maturity or maturities and in such principal amounts, for redemption. Not less than 30 days prior to a redemption date for the Certificates, the City shall cause a notice of redemption to be sent by United States mail, first elass, postage prepaid, to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing on the registration books of the Paying Agent/Registrar at the time sueh notice of redemption is mailed. ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Pa.ying A�ent/Re�istrar. Texas American BanklFort Worth, N.A., is hereby appointed as the initial Paying Agent/Registrar for the Certificates. 0467y -10- Seetion 5.02. Qualifications. �"`� Each Paying Agent/Registrar shall be (i) a banking corporation, a banking association or a financial institution organized and doing business under the laws of ,�, the United States or of any state thereof, (ii) authorized under such laws to exercise trust powers and (iii) subject to supervision or examination by a federal or state governmental authority. Section 5.03. Maintainin� Pa,yin� A�ent/Re�istra.r. (a) At all times while any Certificates are outstanding, the City will ma.intain 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. Section 5.04. Termination. The City reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated a certified copy of a resolution of the City (i) giving notice of the termination of the appointment and of the agreement evidencing the relationship between the City and �: � the Paying Agent/Registrar, stating the effeetive date of such termination, and (ii) appointing a suceessor Paying Agent/Registrar. "�%� Section 5.05. Notice of Chan�e to Certificateholders. Promptly upon eaeh change in the entity serving as Paying Agent/R.egistrar, the City will cause notice of the ehange to be sent to each Certificateholder by first class United States mail, postage prepaid, at the address in the Register, stating the effeetive date of the change and the name and ma.iling address of the replaeement Paying Agent/Registrar. Section 5.06. A�reement to Perform Duties and Funetions. By accepting the appointment as Paying Agent/Registra,r, 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. Deliver.y of Records to Sueeessor. If a Paying Agent/Registrar is replaced, such Paying Agent, 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 Certificates to the successor Paying Agent/Registrar. 0467y -11- ARTICLE VI � FORM OF THE CERTIFICATES �..., Section 6.01. Form Generall.y. (a) The Certificates, including 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 appeac on each of the Certificates, (i) sha11 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 as, consistently herewith, may be determined by the City or by the officers executing sueh Certificates, as evidenced by their execution thereof. (b) Any portion of the text of any Certificates may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Certificates. (e) The definitive Certificates shall be printed, lithographed, 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 exeeuting sueh Certifieates, as evideneed by their execution thereof. �,, , (d) The Initial Certificate submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. �,m Seetion 6.02. Form of the Certificates. (a) The form of the Certificate, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas (which shall only appear on the Initial Certificate), the form of Certifieate of the Paying Agent/Registrar and the form of Assignment appearing on the Certificates, shall be as follows: [Form of Certificate] REGISTERED REGISTERED No. $ United States of America State of Texas COUNTY OF TARRANT CITY OF GRAPEVINE COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 1985 0467y -12- Interest Rate: Due: Initial Date: CUSIP NO.: � April l, 1985 �..� The City of Gra.pevine (the "City"), in the County of Tai�rant, State of Texas, for value received, hereby promises to pay to or registered assigns, on the due date specified above, the sum of DOLLARS and to pay interest on such principal amount from the later of the Initial 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 ra.te of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be pa.id semiannually on May 1 and November 1 of each year, eommencing May 1, 1986. The City reserves the right, at its option, to redeem Certifieates having stated maturities on and after May 1, 1996, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on May 1, 1995, or any interest payment date thereafter, at the par value thereof plus acerued interest to the date fixed for redemption. If less than all of the Certificates are to be redeemed by the City, the � City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall d.irect the Paying Agent/Registrar to call by lot Certificates, or portions thereof, within such maturity or maturities and in such principal amounts, "`�"' for redemption. Not less than 30 days prior to a redemption date for the Certifieates, the City shall eause a notice of redemption to be sent by United States mail, first class, postage prepa.id, to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing on the registra.tion books of the Paying Agent/Registrar at the time such notice of redemption is mailed. The principal of this Certificate shall be payable without exchange or � collection charges in lawful money of the United States of America upon presentation and surrender of this Certificate at the principal corpora.te trust office of the Paying Agent/Registrar executing the registration certifieate appearing hereon. Interest on this Certificate is payable by check dated as of the interest payment date, mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registra.tion books kept by the Paying Agent/Registrar. For the purpose of the payment of interest on this Certificate, the registered owner sha11 be the person in whose name this Certificate is registered at the close of business on the "Record Date," which shall be the 15th day of the month next preceding such interest payment date. This Certificate is one of a series of fully registered certificates specified in the title hereof issued in the aggregate prineipal amount of $3,400,000 (herein referred to as the "Certificates"), issued pursuant to a eerta.in Ordinance of the City � (the "Ordinanee") for the purpose of obtaining funds for the purehase of land for 046Ty -13- authorized needs and purposes, to-wit: the construction, improvement, q enlargement, equipment and maintenance of civic center convention buildings and parldng areas or facilities located at or in the immediate vicinity of the convention � center facilities, and paying all necessary and incidental expenses related thereto. �,; . � As provided in the Ordinance, and subject to certain limitations therein set forth, this Certificate is transferable upon surrender of this Certificate for transfer at the principal corporate trust office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is accepta.ble to the Paying Agent/ Registrar, and, thereupon, one or more new fully registered Certificates 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 exehange any Certificate or portion thereof called for redemption prior to maturity within 45 days prior to the date fixed for redemption. The City, the Paying Agent/Registrar, and any other person may treat the person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided (exeept interest shall be paid to the person in whose name this Certifieate is registered on the Record Date) and for all other purposes, whether or not this Certifieate be overdue, and neither the City nor the Paying Agent/ Registrar shall be affeeted by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this � Certificate and the series of whieh it is a part is duly authorized by law; that all acts, conditions and things to be done precedent to and in the issuance of this �,, Certificate and the series of which it is a part, have been properly done, have happened and have been performed in regular and due time, form and manner as required by law; that proper provisions have been made for the levy and collection annually of t�es upon all taxable property in said City sufficient within the limits prescribed by law to pay the interest on this Certifieate and the series of which it is a part as due and to provide for the payment of the principal as the same matures; and that, in addition to said t�, further provisions have been made for the payment ' of the principal hereof and the interest hereon, and of the series of which this ��"� Certificate is a part, by pledging to such purposes, a portion of the revenues derived by the City from the levy and collection of the Hotel-Occupaney Tax authorized by Artiele 1269j-4.1, V.A.T.C.S., in an amount equal to 5% of the consideration paid to any hotel in the City as the cost of occupaney of any sleeping room furnished by such hotel where the eost of occupaney is at the ra.te of $2.00 or more per day less .1% of the amount of tax collected and required to be reported to the City and less eosts and expenses paid by the City with the revenues received from sa.id Hotel Occupancy Ta.x; that when so collected, such taxes and revenues shall be appropriated to such purposes; and that the total indebtedness of the City, including the Certificates, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City has eaused this Certifieate to be executed by the manual or facsimile signature of the Mayor of the City and eountersigned by � �. . 0467y -14- the facsimile signature of the City Secretary, and the official seal of the City has �- been duly impressed or placed in facsimile on this Certificate. � . City Secretary, City of Gra,pevine, Texas Mayor, City of Grapevine, Texas (SEAL] [Form of Comptroller's Registration Certificate - to be printed on the Initial Certificate only] 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 of the Attorney General of the State of Texas to the effeet that this Certificate 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 this Certificate has this day been registered by me. � • Witness my hand and seal of office at Austin, Texas, , 1985. �,:,� Comptroller of Publie Accounts of the State of Texas [SEAL] ` [Form of Certificate of Paying Agent/Registrar] �;-k-,., CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Certifieate of this series of certificates was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas under Comptroller's Registration No. , and that this is one of the Certificates referred to in the within-mentioned Ordina.nce. TEXAS AMERICAN BANK/FORT WORTH, N.A., as Paying Agent/Registrar � _, Dated: By: � � Authorized Signatory 0467y -15- [Form of Assignment] ��' ASSIGNMENT FOR VALUE R.ECEIVED, 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 Certificate and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration hereof, with full power of substitution in the premises. Dated: NOTICE: The signature on this Assignment Signature Guaranteed By: must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular and must be guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers. � ,. Authorized Signatory (b) The Initial Certificate sha11 be in the form set forth in subsection (a) � � of this Section, except for the following alterations: (i) immediately under the name of the Certificate, the headings "Interest Rate " and "Due " shall both be completed with the words "As shown below'; (ii) in the first paragraph of the Certificate: the words "on the due date specified above" shall be deleted and the following will be inserted: "on May 1 in each of the years and bearing interest at the per annum rates in accordance with the following schedule: Principal Interest Year Installments Rate (Information to be inserted from schedule in Section 3.02 of this Ordinance) (iii) in the third paragraph of the Certificate: �, ,. �:,.� 046'/y -16- 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 Texas American Bank/Fort Worth, ,�, :4 N.A.'; (iv) the Uutial Certificate shall be numbered T-1. (c) The Comptroller's Registration Certificate may be deleted from the definitive Certificates if such Certificate on the Initial Certificate is fully executed. (d) The Certificate of the Paying Agent/Registra.r may be deleted from the Initial Certificate if the Comptroller's Registration Certificate appears thereon. Section 6.03. CUSIP Re�istration. 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 Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor the attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Certificates. Section 6.04. Le�al Opinion. �,. < The approving legal opinion of Hutchison Price Boyle & Brooks, Bond Counsel, may be printed on the back of each Certificate over the certification of the City �.rv Secretary of the City, which may be executed in facsimile. ARTICLE VII CREATION OF FUNDS AND ACCOUNTS, INITIAL DEPOSITS AND APPLICATION OF MONEY Section 7.01. Creation of Funds. (a) The City hereby establishes the following fund: the City of Grapevine, Texas, Combination Tax and Revenue Certificates of Obligation, Series 1985, Interest and Sinking Fund. The Interest and Sinking Fund shall be maintained at an official depository of the City, which must be a member of the Federal Deposit Insurance Corporation. (b) The City hereby establishes the following fund: the City of Gra,pevine, Texas, Hotel Occupancy Tax Revenue Fund. The Revenue Fund shall be maintained at an official depository of the City, which must be a member of the Federal Deposit Insurance Corporation. oae�y -17- Section 7.02. Initial Deposits. � On the Closing Date, the City shall cause the proceeds from the sale of the Certificates to be deposited as follows: �_., . (i) first, an amount equal to all accrued interest and premium, if any, on the Certificates from the Initial Date until the Closing Date shall be deposited to the credit of the Interest and Sinking Fund; and (ii) second, the remaining balance shall be deposited as may be u, directed by the City's Direetor of Finance. Seetion 7.03. Interest and Sinkin� Fund. Moneys on deposit in the Interest and Sinking Fund shall be used to pay the principal of and interest on the Certificates as such become due and payable. Section 7.04. Revenue Fund. The Revenue Fund shall be accounted for separately and apart from City funds and accounts relating to other purposes and shall in no event be diverted or drawn upon for any purpose other than those herein provided. All Pledged Revenues shall be paid over and deposited into the Revenue Fund within forty-eight (48) hours after collection. The Pledged Revenues to be deposited in the Revenue Fund shall be appropriated and employed in the following order: �, t (a) Fust: For deposit to the Interest and Sinking Fund to provide for the payment of the debt service requirements of the Certificates in accordance with the �>_� terms and eonditions of this Ordinance; and (b) Second: Should there by any surplus funds in the Revenue Fund at the end of any Fiscal Year after all the requirements of subparagraph (a) above have been provided for and after all other lawfully incurred obligations payable from such Revenue Fund have been provided for, such surplus may be used for any lawful purpose. �.;,, ARTICLE VIII INVESTMENTS Section 8.01. Investments. (a) Money in the Interest and Sinking Fund and the Revenue Fund created by this Ordinance, at the option of the City, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which money is so invested shall be kept and held in trust for the benefit of the Certificateholders 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. Interest and income derived from investment of the Interest and Sinking Fund and the Revenue Fund shall be credited to each sueh Fund, respectively. 0467y -�.$- ARTICLE IX - PARTICULAR REPRESENTATIONS AND COVENANTS � Section 9.01. Pa.yment of the Certificates. On or before of eaeh interest payment for the Certificates and while any of the Certificates are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, money sufficient to pay such interest on and prineipal of the Certificates as will acerue or mature on the applicable interest payment date. Seetion 9.02. Other Representations and Covenants. (a) The City will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Certificate; the City will promptly pay or cause to be paid the principal of and interest on eaeh Certifieate on the dates and at the places and manner prescribed in sueh Certificate; and the City will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The City is duly authorized under the laws of the State of Texas to issue the Certificates; all action on its part for the creation and issuance of the Certificates has been duly and effectively taken; and the Certifieates in the hands of the Owners thereof are and will be valid and enforceable obligations of the City �,,� in aceordance with their terms. (c) The City hereby represents that the proceeds of the Certifieates are `�' * needed at this time to finance the costs of the capital improvements for which the Certificates were issued (as specified in Section 3.01 of this Ordinance); that based on current facts, estimates, and circumstances, it is reasonably expected that final disbursement of the proceeds of the Certificates will oceur within three years after the Closing Date, that substantially 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 Certificates or money deposited in the Interest and Sinking Fund will be used or invested in a manner that would cause the Certificates to be or become "arbitrage bonds," within the meaning of Section 103(c) of the Code; and that, except for the Interest and Sinking Fund, no other funds or aeeounts have been established or pledged to the payment of the Certifieates. (d) The City will not take any action or fail to take any action with respect to the investment of the proeeeds of the Certificates or any other funds of the City, including amounts reeeived 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 Certificates "arbitrage bonds," within the meaning of such Section 103(c) of the Code, and the City will not take any deliberate action � .,; motivated by arbitrage that would have such result. � 0467y -19- (e) Proper officers of the City charged with the responsibility of issuing the Certificates are hereby directed to make, execute and deliver certifications as �- to facts, estimates and circumstances in e�ristence as of the Closing Date and stating whether there are any facts, estimates or circumstances that would �, ,, materially change the City's eurrent expeetations. (� The covenants and representations made or required by this Section are for the benefit of the Certificateholders and may be relied upon by the Certificateholders 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," to-wit: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, a,greement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Certifieateholders, ineluding � but not limited to, their prospect or ability to be repaid in aecordance with this Ordinance, and the continuation thereof for a period of 60 days after notiee of such default is given by any Certificateholder to the City. �,_„ Section 10.02. Remedies for Default. (a) Upon the happening of any Event of Default, then and in every case any Certificateholder or an authorized representative thereof, includ.ing but not limited to, a trustee or trustees therefor, may proceed against the City for the purpose of proteeting and enforeing the rights of the Certificateholders under this Ordinance, by mandamus or other suit, action or special proeeeding 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 Certificateholders hereunder or any combination of such remedies. (b) It is provided that a11 such proceedings shall be instituted and maintained for the equal benefit of all Holders of Certificates then outstanding. Section 10.03. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under � the Certificates or now or hereafter existing at law or in equity. � oae�y -20- (b) The exercise of any remedy herein conferred or reserved shall not be deemed a wa.iver of any other available remedy. ��.�� ARTICLE XI �„,.� ' DLSCHARGE Section 11.01. Disehar�e b.y Payment. When a11 Certificates have been paid in full as to principal and as to interest and premium, if any, or when a11 Certificates 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 Certificates then outstanding, including all interest that has aecrued 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 Certificates 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. Disehar�e b.y Deposit. (a) The City may diseharge its obligation to pay the principal of, �� premium, if any, and interest on the Certificates and its obligation to pay all 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, by: (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 sueh Certificates to maturity or to the date fixed for prior redemption of such Certificates, and to pay such other amounts as may be reasonably estimated by the Paying Agent/Registrar to beeome payable under this Ordinance, ineluding 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 subseetion (a) will not cause the interest on the Certificates to become subject to federal income taxation. (b) Subject to subseetion (c) of this Section, upon compliance with �.. ,,, subsection (a) of this Section, the Certificates shall no longer be regarded as � 0467y -21- outstanding and unpaid, and the Paying Agent/Registrar, upon receipt of a letter of instruetions from the City requesting the same, shall discharge and release the lien of this Ordinance and execute arid 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 the lien of this Ordinance pursuant to this Section, provision shall have been made by the City with the Paying Agent/Registrar for: (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 Certificateholders at the date of maturity or at the date fixed for prior redemption, as applicable, of the full amount to which the Certificateholders 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 securities or obligations maturing in sufficient time, in the judgment of the Paying Agent/Registrar, to make available the moneys required for such purposes; r (iv) the sending of written notice by registered or certified United States mail to the Holder of each Certificate 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 Certifieates, of any moneys, interest earnings, profits or eapital gains over and above the amounts necessary for sueh purposes. FINALLY PASSED, APPROVED AND EFFECTIVE this 5th day of March, 1985. Mayor, City of Grapevine, Texas ATTEST: � C!,"t�.,,�.% � �C��ti��%. City Seereta.iy, 'ty of Grapevine, Texas (SEAL] ,�. _.. APPROVED: � City Attorney, City of Gra ' e, exas 0467y -22-