HomeMy WebLinkAboutItem 05 - General Obligation Refunding BondsMEMO TO: HONORABLE MAYORAND MEMBERS OF THE CITYCOUNCIL
FROM: BRUNO RUMBELOW, CITY MANAGER
MEETING DATE: DECEMBER 4, 2012
SUBJECT: CONSIDER ORDINANCES PROVIDING FOR THE ISSUANCE OF
APPROXIMATELY $8,060,000 CITY OF GRAPEVINE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012
AND PROVIDING FOR THE ISSUANCE OF $1,225,000 CITY OF
GRAPEVINE, TEXAS, PUBLIC PROPERTY FINANCE
CONTRACTUAL OBLIGATIONS, SERIES 2012
RECOMMENDATION:
City Council to consider two ordinances providing for the issuance of General Obligation
Refunding Bonds, Series 2012 and providing for the issuance of Public Property Finance
Contractual Obligations, Series 2012.
BACKGROUND:
The bond ordinances allow for two separate debt issuances. The first is a General
Obligation Refunding Bond, Series 2012, which will be used to refund a portion of the
current outstanding debt. A total of approximately $8,060,000 in principal will be issued.
The second is the issuance of Contractual Obligations in the amount of $1,225,000. The
principal will be used for the acquisition of a fire truck.
Staff recommends the sale and compliance of both debt issuances.
ORDINANCE NO.
relating to
CITY OF GRAPEVINE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2012
Adopted: December 4, 2012
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.1. Definitions .................................................................................. ..............................2
Section1.2. Findings ...................................................................................... ..............................3
Section 1.3. Table of Contents ....................................................................... ..............................3
Section 1.4. Interpretation .............................................................................. ..............................4
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section2.1. Tax Levy .................................................................................... ..............................4
Section 2.2. Interest and Sinking Fund .......................................................... ..............................5
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section3.1.
Authorization ............................................................................. ..............................5
Section 3.2.
Date, Denomination, Maturities and Interest ............................. ..............................5
Section 3.3.
Medium, Method and Place of Payment .................................... ..............................b
Section 3.4.
Execution and Registration of Bonds ........................................ ..............................7
Section3.5.
Ownership .................................................................................. ..............................8
Section3.6.
Registration ................................................................................ ..............................8
Section3.7.
Cancellation ............................................................................... ..............................9
Section 3.8.
Temporary Bonds ....................................................................... ..............................9
Section 3.9.
Replacement Bonds ................................................................... ..............................9
Section 3.10.
Book -Entry Only System .......................................................... .............................10
Section 3.11.
Successor Securities Depository; Transfer Outside Book -Entry Only
System....................................................................................... .............................11
Section 3.12.
Payments to Cede & Co ............................................................ .............................11
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption ........................................................ .............................12
Section 4.2. Optional Redemption ................................................................ .............................12
Section 4.3. Partial Redemption .................................................................... .............................12
Section 4.4. Notice of Redemption to Owners ............................................. .............................13
Section 4.5. Payment Upon Redemption ...................................................... .............................13
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Section 4.6. Effect of Redemption ................................................................ .............................13
Section 4.7. Conditional Notice of Redemption ........................................... .............................14
ARTICLE V
PAYING AGENT /REGISTRAR
Section 5.1.
Appointment of Initial Paying Agent / Registrar ........................ .............................14
Section 6.2.
Section5.2.
Qualifications ............................................................................ .............................14
Section 6.3.
Section 5.3.
Maintaining Paying Agent/Registrar ........................................ .............................14
Section6.4.
Section5.4.
Termination ............................................................................... .............................15
Section 6.5.
Section 5.5.
Notice of Change to Owners ..................................................... .............................15
Section 5.6.
Agreement to Perform Duties and Functions ............................ .............................15
Section 5.7.
Delivery of Records to Successor ............................................. .............................15
ARTICLE VI
FORM OF THE BONDS
Section 6.1.
Form Generally ......................................................................... .............................15
Section 6.2.
Form of the Bonds ....................................................................
.............................16
Section 6.3.
CUSIP Registration ...................................................................
.............................21
Section6.4.
Legal Opinion ...........................................................................
.............................21
Section 6.5.
Statement of Insurance
.............................................................. .............................21
ARTICLE VII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section7.1. Sale of Bonds ............................................................................ .............................21
Section 7.2. Control and Delivery of Bonds ................................................. .............................22
Section 7.3. Deposit of Proceeds .................................................................. .............................23
ARTICLE VIII
INVESTMENTS
Section 8.1. Investments ............................................................................... .............................23
Section 8.2. Investment Income .................................................................... .............................23
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.1. Payment of the Bonds ............................................................... .............................23
Section 9.2. Other Representations and Covenants ...................................... .............................24
Section 9.3. Provisions Concerning Federal Income Tax Exclusion .............. 24
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ARTICLE X
DEFAULT AND REMEDIES
Section 10.1. Events of Default ...................................................................... .............................26
Section 10.2. Remedies for Default ................................................................ .............................26
Section 10.3. Remedies Not Exclusive ........................................................... .............................27
ARTICLE XI
PAYMENT OF REFUNDED OBLIGATIONS; REDEMPTION OF REFUNDED
OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT; PURCHASE OF SECURITIES
Section 11.1. Escrow Agreement .................................................................... .............................27
Section 11.2. Purchase of Securities ............................................................... .............................27
Section 11.3. Redemption and Payment of Refunded Obligations ................. .............................27
Section 11.4. Notice of Deposit and Redemption ........................................... .............................28
ARTICLE XII
DISCHARGE
Section12.1. Discharge .................................................................................. .............................28
ARTICLE XIII
CONTINUING DISCLOSURE UNDERTAKING
Section 13.1. Annual :Reports ......................................................................... .............................28
Section 13.2. Disclosure Event Notices .......................................................... .............................29
Section 13.3. Limitations, Disclaimers and Amendments .............................. .............................30
ARTICLE XIV
AMENDMENTS
Section14.1. Amendments ............................................................................. .............................31
ARTICLE XV
MISCELLANEOUS
Section 15.1. Changes to Ordinance ............................................................... .............................31
Section 15.2. Partial Invalidity ........................................................................ .............................32
Section 15.3. No Personal Liability ................................................................ .............................32
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ARTICLE XVI
EFFECTIVE IMMEDIATELY
Section 16. 1. Effective Immediately ............................................................... .............................32
Exhibit A - Description of Animal Disclosure of Financial Information .... ............................... A -1
Schedule I - Refunded Obligations ............................................................... ............................... S -1
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AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $
CITY OF GRAPEVINE, TEXAS, GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2012; AWARDING THE SALE THEREOF; LEVYING A
TAX IN PAYMENT THEREOF; AUTHORIZING THE EXECUTION AND
DELIVERY OF A PAYING AGENTIREGISTRAR AGREEMENT, AN
ESCROW AGREEMENT, AND A BOND COUNSEL ENGAGEMENT
LETTER; APPROVING THE OFFICIAL STATEMENT; AND ENACTING
PROVISIONS INCIDENT AND RELATING TO THE SUBJECT AND
PURPOSES OF THIS ORDINANCE
WHEREAS, there are presently outstanding certain obligations of the City (the
"Refunded Obligations ") described on Schedule I hereto, which are secured by and payable from
ad valorem taxes levied on property within the City in an amount sufficient to pay principal of
and interest on such obligations as they become due within the limits prescribed by law; and
WHEREAS, the City now desires to refund such obligations described on Schedule I
hereto; and
WHEREAS, Chapter 1207, Texas Government Code, as amended ( "Chapter 1207 ")
further authorizes the City to enter into an escrow agreement with any commercial bank with
respect to the safekeeping, investment, reinvestment, administration and disposition of any such
deposit, upon such terms and conditions as the City and such bank may agree, provided that such
deposits may be invested and reinvested only in obligations authorized by Chapter 1207, and
which shall mature and bear interest payable at times and in amounts sufficient to provide for the
scheduled payment or redemption of the Refunded Bonds; and
WHEREAS, The Bank of New York Mellon Trust Company, N.A., is a commercial bank
which does not act as depository for the City and the Escrow Agreement hereinafter authorized
constitutes an escrow agreement of the kind authorized and permitted by Chapter 1207; and
WHEREAS, the City Council hereby finds and determines that the issuance of the
refunding bonds will result in a net present value debt service savings of $ and that
the refunding contemplated in this Ordinance will benefit the City and that such benefit is
sufficient consideration for the refunding of the Refunded Obligations; and
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 the bonds at this time, all in a single series; 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 Chapter 551, Texas Government Code, as amended; therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE:
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ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.1. 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 3.2(a) of this
Ordinance.
"Bonds" means the City's bonds authorized to be issued by Section 3.1 of this Ordinance
and designated as "City of Grapevine, Texas, General Obligation Refunding Bonds, Series
2012."
"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.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named in this Ordinance, the Designated Payment/Transfer Office as designated
in the Paying Agent/Registrar Agreement, or at such other location designated by the Paying
Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such
successor designated and located as may be agreed upon by the City such successor.
"DTC" means The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"EMMA" means the Electronic Municipal Market Access System.
"Event of Default" means any event of default as defined in Section 10.1 of this
Ordinance.
"Fiscal Year" means such fiscal year as shall be prescribed by the Charter and which
under the existing Charter commences October 1 and ends September 30 of the following year.
"Initial Bond" means the Initial Bond authorized by Section 3.4 of this Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund established by
Section 2.2 of this Ordinance.
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"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, 2013.
"MSRB" means the Municipal Securities Rulemaking Board.
"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
"Paying Agent/Registrar" means initially The Bank of New York Mellon Trust
Company, N.A., 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.
"Refunded Obligations" means the obligations of the City described in Schedule I
attached hereto.
"Register" means the Register specified in Section 3.6(a) of this Ordinance.
"Representation Letter" means the Blanket Letter of Representations between the City
and DTC.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date" means the Special Record Date prescribed by Section 3.03(b).
"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 after the applicable payment or redemption
date.
Section 1.2. Findines.
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 1.3. Table of Contents. Titles and Headings.
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.
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Section 1.4. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural
number and vice versa.
(b) This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein.
(c) Article and section references shall mean references to articles and sections of this
Ordinance unless designated otherwise.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.1. Tax Levy.
(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 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 two percent (2 %) per annum (whichever amount is greater), when
due and payable, full allowance being made for delinquencies and costs of collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year against
all 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 to the Interest and Sinking Fund are hereby pledged and
committed irrevocably to the payment of the principal of and interest on the Bonds when and as
due and payable in accordance with their terms and this Ordinance.
(d) If the lien and provisions of this Ordinance shall be 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.
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Section 2.2. Interest and Sinking
(a) The City hereby establishes a special fund or account, to be designated the "City
of Grapevine, Texas, General Obligation Refunding Bonds, Series 2012, 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.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.1. Authorization.
The City's bonds, to be designated "City of Grapevine, Texas, General Obligation
Refunding Bonds, Series 2012," are hereby authorized to be issued and delivered in accordance
with the Constitution and laws of the State of Texas, including specifically Chapter 1207, Texas
Government Code, as amended, and Section 9.26 of the Charter of the City. The Bonds shall be
issued in the aggregate principal amount of $ , for the purpose of (a) providing
funds to refund the Refunded Obligations and (b) providing funds for payment of the costs of
issuing the Bonds.
Section 3.2. Date Denomination Maturities and Interest.
(a) The Bonds shall be dated December 1, 2012 (the "Dated Date "). 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 (1) upward, except the Initial Bond,
which shall be numbered T -1.
(b) The Bonds shall mature on February 15 in the years and in e principal amounts
set forth in the following schedule:
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Interest Rate
Principal Principal
Year
Amount Interest Rate Year Amount
2014
2021
2015
2022
2016
2023
2017
2024
2018
2025
2019
2026
2020
2027
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Interest Rate
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or
prior redemption, from the later of the Dated 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 on
each Interest Payment Date until maturity or prior redemption. Interest on the Bonds shall be
calculated on the basis of a three hundred sixty (360) day year composed of twelve (12) months
of thirty (30) days each.
Section 3.3. Medium, Method and Place of Payment.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in
lawU money of the United States of America.
(b) Interest on the Bonds shall be payable to each Owner as shown in the Register at
the close of business on the Record Date; pro,,idcd, however, in the event of nonpayment of
interest on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for
such interest payment (a "Special Record Date ") shall be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall
be sent at least five Business Days prior to the Special Record Date by United States mail, first
class postage prepaid, to the address of each Owner of a Bond appearing on the Register at the
close of business on the last Business Day next preceding the date of mailing of such notice.
(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. At the option of an
Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire
transfer to the bank account of such Owner on file with the Paying Agent/Registrar.
(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 Designated Payment/Transfer 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
Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or
authorized by law or executive order to close, the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking
institutions are required or authorized to close, and payment on such date shall have the same
force and effect as if made on the original date payment was due and no additional interest shall
be due by reason of nonpayment on the date on which such payment is otherwise stated to be due
and payable.
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(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 Title 6 of the Texas Property Code, Unclaimed
Payments remaining unclaimed by the Owners entitled thereto for three (3) years after the
applicable payment or redemption date shall be applied to the 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 monies or on account of
any such Bonds, subject to Title 6 of the Texas Property Code.
Section 3.4. Execution and Reizistration 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 those
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.
the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized 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 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 binding obligation of the City, and has been registered by the
Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date, one initial Bond representing the entire principal amount of
all Bonds, payable in stated installments to the Purchaser, or its designee, executed by the Mayor
and City Secretary of the City by their manual or facsimile signatures, approved by the Attorney
General, and registered and manually signed by the Comptroller of Public Accounts, will be
delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver to DTC, on behalf of the Purchasers,
one typewritten Bond for each maturity representing the aggregate principal amount for each
respective maturity, registered in the name of Cede & Co., as nominee for DTC. To the extent
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the Paying Agent/Registrar is eligible to participate in DTC's FAST System, as evidenced by
agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold
the definitive Bonds in safekeeping for DTC.
Section 3.5. 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 as provided herein (except interest shall be paid to the person in
whose name such Bond is registered on the Record Date), 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) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent
of the sums paid.
Section 3.6. Registration. Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer 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 Designated Payment/Transfer Office of the Paying Agent/Registrar
with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar. No transfer of any Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer 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.
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(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 forty -five (45) calendar days after the transfer or
exchange date; provided, however, such limitation shall not be applicable to an exchange by the
Owner of the uncalled principal balance of a Bond.
Section 3.7. 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 dispose of cancelled Bonds in accordance with the Securities
Exchange Act of 1934, as amended.
Section 3.8. 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 3.9. 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 Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
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(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
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 Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the 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 benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.10. Book -Entry Only System.
(a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds,
the ownership of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
The definitive Bonds shall be initially issued in the form of a single separate fully registered
certificate for each of the maturities thereof.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
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Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder,
as shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than a
Bondholder, as shown in the Register of any amount with respect to principal of or interest on
the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and
the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
Bond is registered in the Register as the absolute owner of such Bond for the purpose of payment
of principal of and interest on such Bonds, for the purpose of all matters with respect to such
Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only
to or upon the order of the respective owners, as shown in the Register as provided in this
Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall
be valid and effective to fully satisfy and discharge the City's obligations with respect to
payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No
person other than an owner, as shown in the Register, shall receive a certificate evidencing the
obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the word "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(c) The Representations Letter previously executed and delivered by the City, and
applicable to the City's obligations delivered in book - entry -only form to DTC as securities
depository, is hereby ratified and approved for the Bonds.
Section 3.11. Successor Securities Depository; Transfer Outside Book -Entry Only
System.
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Representations Letter of the City
to DTC, or in the event DTC discontinues the services described herein, the City or the Paying
Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Ordinance.
Section 3.12. Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect
#4199956.I
to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the blanket letter of
representation of the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1. Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV.
Section 4.2. Optional Redemption.
(a) The City reserves the option to redeem Bonds maturing on and after August 15,
2023 in whole or any part, in principal amounts of $5,000 or any integral multiple thereof before
their respective scheduled maturity dates, on August 15, 2022, or on any date thereafter, 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 forty -five (45) days before the redemption date, unless a shorter
period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying
Agent/Registrar of such redemption date and of the principal amount of Bonds to be redeemed.
Section 4.3. Partial Redemption.
(a) If less than all of the Bonds are to be redeemed pursuant to Section 4.2 hereof, 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 3.6 of this Ordinance, shall authenticate and deliver an exchange
Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so
surrendered, such exchange being without charge.
(d) The Paying Agent/Registrar shall promptly notify the City in writing of the
principal amount to be redeemed of any Bond as to which only a portion thereof is to be
redeemed.
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Section 4.4. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by first class United States mail, postage prepaid, not less than thirty (30) days
before the date 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 Iess than all the Bonds outstanding
are to be redeemed and subject to Section 3.12 hereof, 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 4.5. 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
Designated Payment/Transfer 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 4.6. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.5 of this
Ordinance, and subject to any conditions or rights reserved by the City under Section 4.8, the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed
for redemption and, unless the City defaults in its obligation to make provision for the payment
of the principal thereof, redemption premium, if any, or accrued interest thereon, such Bonds or
portions thereof shall cease to bear interest from and after the date fixed for redemption, whether
or not such Bonds are presented and surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond until due provision is made for the payment of same by the
City.
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Section 4.7. Conditional Notice of Redemption.
The City reserves the right to give notice of its election or direction to redeem Bonds
conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such
other entity as may be authorized by law, no later than the redemption date, or (ii) that the City
retains the right to rescind such notice at any time on or prior to the scheduled redemption date if
the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is
rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a
conditional notice of redemption to the affected Owners. Any Bonds subject to conditional
redemption and such redemption has been rescinded shall remain Outstanding and the rescission
of such redemption shall not constitute an event of default. Further, in the case of a conditional
redemption, the failure of the City to make moneys and or authorized securities available in part
or in whole on or before the redemption date shall not constitute an event of default.
ARTICLE V
PAYING AGENT /REGISTRAR
Section 5.1. Appointment of Initial Paying Agent/Registrar.
The Bank of New York Mellon Trust Company, N.A., is hereby appointed as the initial
Paying Agent/Registrar for the Bonds.
Section 5.2. Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized
under the laws of the State of Texas, or any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.3. Maintaining Agent/Registrar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.2 of this Ordinance. The Mayor is hereby
authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the
duties and responsibilities of the City and the Paying Agent/Registrar in substantially the form
presented to and hereby approved by the City Council. The signature of the Mayor shall be
attested by the City Secretary of the City. The form of the Paying Agent/Registrar Agreement
presented at this meeting is hereby approved with such changes as may be approved by bond
counsel to 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 5.4. ":Germination.
The City, upon not less than sixty (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 5.5. Notice of Chanize 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 5.6. Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the
provisions of this Ordinance and that it will perform the duties and functions of Paying
Agent/Registrar prescribed thereby.
Section 5.7. 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 6.1. Form Generally.
(a) The Bonds, the Registration Certificate of the Comptroller of Public Accounts of
e 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 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.
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(c) The definitive Bonds shall be typewritten, 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 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 6.2. Form of the Bonds.
The form of the Bond, including the form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as
follows:
(a) Form of Bond.
REGISTERED REGISTERED
No. S
United States of America
State of Texas
County of Tarrant
CITY OF GRAPEVINE, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2012
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP NUMBER:
February 15, December 1, 2012
The City of Grapevine, Texas (the "City"), in the County of Tarrant, State of Texas, for
value received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from
the later of the Dated 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 three
hundred sixty (360) day year of twelve (12) thirty (30) day months, such interest to be paid
semiannually on February 15 and August 15 of each year, commencing February 15, 2013.
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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 corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office ") of The
Bank of New York Mellon Trust Company, N.A., as Paying Agent/Registrar or, with respect to a
successor Paying Agent/Registrar, at the Designated Payment/Transfer Office thereof. Interest on
this Bond is payable by check dated as of the interest payment date, and will be mailed by the
Paying Agent/Rcgistrar 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. At the option of an
Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire
transfer to the bank account of such Owner on file with the Paying Agent/Registrar. 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; provided, however,
that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days
thereafter, a new record date for such interest payment (a "Special Record Date ") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (the "Special Payment Date," which shall be 15 days after
the Special Record Date) shall be sent at least five (5) Business Days prior to the Special Record
Date by United States mail, first class postage prepaid, to the address of each registered owner of
a Contractual Obligation appearing on the books of the Paying Agent/Registrar at the close of
business on the last Business Day preceding the date of mailing such notice.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday, or day on which banking institutions are required or authorized to close, and payment on
such date shall have the same force and effect as if made on the original date payment was due
and no additional interest shall be due by reason of nonpayment on the date on which such
payment is otherwise stated to be due and payable.
This Bond is dated December 1, 2012 and is one of a series of fully registered bonds
specified in the title hereof issued in the aggregate principal amount of $ (herein
referred to as the `Bonds "), issued pursuant to a certain ordinance of the City (the "Ordinance ")
for the purpose of providing funds to refund the Refunded Obligations (as defined in the
Ordinance) and to pay the costs of issuing the Bonds.
The City has reserved the option to redeem the Bonds maturing on or after February 15,
2023, in whole or in part before their respective scheduled maturity dates, on February 15, 2022,
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 principal amounts, for redemption.
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Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered
owner of each of the Bonds to be redeemed in whole or in part. Notice 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.
The City reserves the right to give notice of its election or direction to redeem Bonds
conditioned upon the occurrence of subsequent events. Such notice may state (i) that the
redemption is conditioned upon the deposit of moneys and /or authorized securities, in an amount
equal to the amount necessary to effect the redemption, with the Paying Agent/Registrar, or such
other entity as may be authorized by law, no later than the redemption date, or (ii) that the City
retains the right to rescind such notice at any time on or prior to the scheduled redemption date if
the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice and such notice and redemption shall be of no
effect if such moneys and/or authorized securities are not so deposited or if the notice is
rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a
conditional notice of redemption to the affected Owners. Any Bonds subject to conditional
redemption and such redemption has been rescinded shall remain Outstanding and the rescission
of such redemption shall not constitute an event of default. Further, in the case of a conditional
redemption, the failure of the City to make moneys and or authorized securities available in part
or in whole on or before the redemption date shall not constitute an event of default.
As provided in the Ordinance, and subject to certain limitations therein set forth, this
Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer
Office 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
forty -five (45) calendar days of the transfer or exchange date; provided, however, such limitation
shall not be applicable to an exchange by the registered owner of the uncalled principal balance
of a Bond.
The City, the Paying Agent/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 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
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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; and that the total
indebtedness of the City, including the Bonds, does not exceed any constitutional or statutory
limitation.
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, Mayor,
City of Grapevine, Texas City of Grapevine, 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 NO.
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this 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.
SEAL
Witness my hand and seal of office at Austin, Texas,
Comptroller of Public Accounts
of the State of Texas
(c) Form of Certificate of Paying Agent/Reigistrar
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the Comptroller's Registration Certificate appears thereon.
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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.
Dated:
(d) Form of Assignment.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Paying Agent/Registrar
ASSIGNMENT
Authorized Signatory
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
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular and must
be guaranteed in a manner acceptable to the
Paying Agent/Registrar.
(e) The Initial Bond shall be in the form set forth in paragraphs (a), ) and (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" and "CUSIP NO." shall be deleted; and
(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
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each of the years, in the principal installments and bearing interest at the per annum rates
in accordance with the following schedule:
Years Principal Installments Interest Rates
(Information to be inserted from schedule
in Section 3.2 of this Ordinance); and
Section 6.3. CUSIP Registration.
The City may secure identification numbers through the CUSIP Service Bureau managed
by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association,
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 Iegality are to be held responsible for CUSIP numbers incorrectly
printed on the Bonds.
Section 6.4. e ag 1 inion.
The approving legal opinion of Bracewell & Giuliani LLP, 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 6.5. 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 7.1. Sale of Bonds. Official Statement.
(a) The Bonds, having been duly advertised and offered for sale at competitive bid,
are hereby officially sold and awarded to (the "Purchaser ") for a purchase
price equal to the principal amount thereof plus a cash premium of $ , being the bid
which produced the lowest true interest cost to the City. The Initial Bond shall be registered in
the name of the Purchaser or its designee.
(b) The form and substance of the Preliminary Official Statement, and any addenda,
supplement or amendment thereto, are hereby in all respects approved and adopted and is hereby
deemed final as of its date within the meaning and for the purposes of paragraph (b)(1) of Rule
15c2 -12 under the Securities Exchange Act of 1934, as amended. The final Official Statement
(the "Official Statement ") presented to and considered at this meeting is hereby in all respects
approved and adopted and the Mayor and the City Secretary of the City are hereby authorized
and directed to execute the same and deliver appropriate numbers of executed copies thereof to
the Purchaser. The Official Statement as thus approved, executed and delivered, with such
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appropriate variations as shall be approved by the Mayor of the City and the Purchasers, may be
used by the Purchaser in the public offering and sale thereof. The City Secretary is hereby
authorized and directed to include and maintain a copy of the Official Statement and any
addenda, supplement or amendment thereto thus approved among the permanent records of this
meeting. The use and distribution of the Preliminary Official Statement, and the preliminary
public offering of the Bonds by the Purchaser, is hereby ratified, approved and confirmed.
(c) All officers of the City are authorized to execute such documents, certificates and
receipts as they may deem appropriate in order to consummate the delivery of the Bonds in
accordance with the terms of sale therefor. Further, in connection with the submission of the
record of proceedings for the Bonds to the Attorney General of the State of Texas for
examination and approval of such Bonds, the appropriate officer of the City is hereby authorized
and directed to issue a check of the City payable to the Attorney General of the State of Texas as
a nonrefundable examination fee in the amount required by Chapter 1202, Texas Government
Code (such amount to be the lesser of (i) 1110th of 1% of the principal amount of the Bonds or
(ii) $9,500).
(d) The obligation of the Purchaser identified in subsection (a) of this Section to
accept delivery of the Bonds is subject to the Purchaser being furnished with the final, approving
opinion of Bracewell & Giuliani LLP, Bond Counsel for the City, which opinion shall be dated
and delivered the Closing Date. The Mayor is hereby authorized and directed to execute the
engagement letter with Bracewell & Giuliani LLP, setting forth such firm's duties as Bond
Counsel for the City, and such engagement letter and the terms thereof in the form presented at
this meeting are hereby approved and accepted.
Section 7.2. Control and Delivery of Bonds.
(a) The Mayor of the City is hereby authorized to have control of the Initial Bond and
1 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 of Texas and registration with, and initial exchange or transfer by, the
Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts of the State of Texas,
delivery of the Bonds shall be made to the Purchaser 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.
(c) In the event the Mayor, City Secretary or City Manager is absent or otherwise
unable to execute any document or take any action authorized herein, the Mayor Pro Tem, any
Assistant City Secretary and any Assistant City Manager, respectively, shall be authorized to
execute such documents and take such actions, and the performance of such duties by the Mayor
Pro Tem, the Assistant City Secretary and the Assistant City Manager shall for the purposes of
this Ordinance have the same force and effect as if such duties were performed by the Mayor,
City Secretary and City Manager, respectively.
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44199956.1
PA,
Section 7.3. Deposit of Proceeds.
(a) On the Closing Date, an amount equal to all accrued interest on the Bonds from
the Dated Date to the Closing Date shall be deposited to the credit of the Interest and Sinking
Fund.
Proceeds of the Bonds in the amount of $ , together with an amount of
$ from other lawfully available funds of the City, shall be deposited to the Escrow
Fund and used to refund the Refunded Obligations.
(c) The remaining proceeds of the Bonds shall be deposited to a special account of
the City and used for the payment of the costs of issuing the Bonds. Any amounts not needed for
the payment of costs of issuance shall be deposited to the Interest and Sinking Fund.
ARTICLE VIII
INVESTMENTS
Section 8. L Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance, at the City's
option, may be invested in such securities or obligations as permitted under applicable law.
(b) Any securities or obligations in which money is so invested shall be kept and held
in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely
applied to the making of all payments required to be made from the fund from which the
investment was made.
Section 8.2. Investment Income.
(a) Interest and income derived from investment of the Interest and Sinking Fund
shall be credited to such Fund.
(b) The investment and application of money in the Escrow Fund shall be in
accordance with the provisions of the Escrow Agreement.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.1. 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.
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Section 9.2. 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
effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and
enforceable obligations of the City in accordance with their terms.
Section 9.3. Provisions Concerning Federal Income Tax Exclusion_
(a) General. The City intends that the interest on the Bonds shall be excludable from
gross income for purposes of federal income taxation pursuant to sections 103 and 141 through
150 of the Internal Revenue Code of 1986, as amended (the "Code "); and the applicable
regulations promulgated thereunder (the "Regulations "). The City covenants and agrees not to
take any action, or knowingly omit to take any action within its control, that if taken or omitted,
respectively, would cause the interest on the Bonds to be includable in the gross income, as
defined in section 61 of the Code, of the holders thereof for purposes of federal income taxation.
In particular, the City covenants and agrees to comply with each requirement of this Section 9.3;
provided, however, that the City shall not be required to comply with any particular requirement
of this Section 9.3 if the City has received an opinion of nationally recognized bond counsel
( "Counsel's Opinion ") that (i) such noncompliance will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the Bonds or (ii) that compliance
with some other requirement set forth in this Section 9.3 will satisfy the applicable requirements
of the Code and the Regulations, in which case compliance with such other requirement
specified in such Counsel's Opinion shall constitute compliance with the corresponding
requirement specified in this Section 9.3.
(b) No Private Use or Payment and No Private Loan Financing. The City shall
certify, through an authorized officer, employee or agent, that, based upon all facts and estimates
known or reasonably expected to be in existence on the date the Bonds are delivered, the
proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "private
activity bonds" within the meaning of section 141 of the Code and the Regulations. The City
covenants and agrees that it will make such use of the proceeds of the Bonds, including interest
or other investment income derived from Bond proceeds, regulate the use of property financed,
directly or indirectly, with such proceeds, and take such other and further action as may be
required so that the bonds will not be "private activity bonds" within the meaning of section 141
of the Code and the Regulations promulgated thereunder.
(c) No Federal Guaranty. The City covenants and agrees not to take any action, or
knowingly omit to take any action within its control, that, if taken or omitted, respectively,
would cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the
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Code and the Regulations, except as permitted by section 149(b)(3) of the Code and the
Regulations.
(d) No Hedge Bonds. The City covenants and agrees not to take any action, or
knowingly omit to take any action, that, if taken or omitted, respectively, would cause the Bonds
to be "hedge bonds" within the meaning of section 149(8) of the Code and the Regulations.
(e) No- Arbitrage Covenant. The City covenants and agrees that it will make such use
of the proceeds of the Bonds including interest or other investment income derived from Bond
proceeds, regulate investments of proceeds of the Bonds, and take such other and further action
as may be required so that the Bonds will not be "arbitrage bonds" within the meaning of section
148(a) of the Code and the applicable Regulations promulgated thereunder. Moreover, the City
shall certify, through an authorized officer, employee or agent, that, based upon all facts and
estimates known or reasonably expected to be in existence on the date the Bonds are delivered,
that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be
"arbitrage bonds" within the meaning of section 148(x) of the Code and the applicable
Regulations promulgated thereunder.
(f) Arbitrage Rebate. If the City does not qualify for an exception to the requirements
of Section 148(f) of the Code, relating to the required rebate to the United States, the City will
take all necessary steps to comply with the requirement that certain amounts earned by the City
on the investment of the "gross proceeds" of the Bonds (within the meaning of section
148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the City will (i)
maintain records regarding the investment of the gross proceeds of the Bonds as may be required
to calculate the amount earned on the investment of the gross proceeds of the Bonds separately
from records of amounts on deposit in the funds and accounts of the City allocable to other bond
issue of the City or moneys which do not represent gross proceeds of any bonds of the City, (ii)
determine at such times as are required by the applicable Regulations, the amount earned from
the investment of the gross proceeds of the Bonds which is required to be rebated to the federal
government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the
Bonds or on such other dates as may be permitted under the Regulations, all amounts required to
be rebated to the federal government. Further, the City will not indirectly pay any amount
otherwise payable to the federal government pursuant to the foregoing requirements to any
person other than the federal government by entering into any investment arrangement with
respect to the gross proceeds of the Bonds that might result in a reduction in the amount required
to be paid to the federal government because such arrangement results in a smaller profit or a
larger loss than would have resulted if the arrangement had been at arm's length and had the
yield on the issue not been relevant to either party.
(g) Information Reporting. The City covenants and agrees to file or cause to be filed
with the Secretary of the Treasury, not later than the 15th day of the second calendar month after
the close of the calendar quarter in which the Bonds are issued, an information statement
concerning the Bonds, all under and in accordance with section 149(e) of the Code and the
applicable Regulations promulgated thereunder.
(h) Record Retention. The City will retain all pertinent and material records relating
to the use and expenditure of the proceeds of the Bonds until six years after the last Bond is
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redeemed, or such shorter period as authorized by subsequent guidance issued by the Department
of Treasury, if applicable. All records will be kept in a manner that ensures their complete access
throughout the retention period. For this purpose, it is acceptable that such records are kept either
as hardcopy books and records or in an electronic storage and retrieval system, provided that
such electronic system includes reasonable controls and quality assurance programs that assure
the ability of the City to retrieve and reproduce such books and records in the event of an
examination of the Bonds by the Internal Revenue Service.
(i) Registration. The Bonds will be issued in registered form.
6) Qualified Tax - Exempt Obligations. The City hereby designates the Bonds as
"qualified tax - exempt obligations" for purposes of section 265(b) of the Code. In connection
therewith, the City represents (a) that the aggregate amount of tax - exempt obligations issued by
the City during calendar year 2012, including the Bonds, that have been designated as "qualified
tax - exempt obligations" under section 265(b)(3) of the Code does not exceed $10,000,000, and
(b) that the reasonably anticipated amount of tax - exempt obligations that will be issued by the
City during calendar year 2012, including the Bonds, will not exceed $10,000,000. For purposes
of this Section 9.11, the term "tax- exempt obligation" does not include "private activity bonds"
within the meaning of section 141 of the Code, other than "qualified 501(c)(3) bonds" within the
meaning of section 145 of the Code. In addition, for purposes of this Section 9.11, the City
includes all entities that are aggregated with the City under section 265(b) of the Code.
(k) Continuing Obligation. Notwithstanding any other provision of this Ordinance,
the City's obligations under the covenants and provisions of this Section 9.3 shall survive the
defeasance and discharge of the Bonds.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.1. 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 sixty (60)
days after notice of such default is given by any Owner to the City.
Section 10.2. 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
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'_IL'I+i'1TIII
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.
Section 10.3. 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
PAYMENT OF REFUNDED OBLIGATIONS; REDEMPTION OF REFUNDED
OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT; PURCHASE OF SECURITIES
Section 11.1. Escrow Agreement.
The Escrow Agreement, in substantially the form presented at this meeting, and its
execution and delivery by the Mayor is hereby authorized and approved. The signature of the
Mayor shall be attested by the City Secretary.
Section 11.2. Purchase of Securities.
The Mayor and the City Manager are each hereby authorized to make necessary
arrangements for the purchase of the Securities referenced in the Escrow Agreement, as may be
necessary for the Escrow Fund and any application for the acquisition of the Securities is hereby
approved and ratified.
Section 11.3. Redemption and Payment of Refunded Obligations.
The Refunded Obligations are hereby called for redemption on the dates, in the principal
amounts and at a redemption price equal to the principal amount thereof plus interest accrued
thereon to the redemption dates all as set forth on Schedule I hereto. Following the deposit to the
Escrow Fund as herein specified, the Refunded Obligations shall be payable solely from and
secured by the cash and securities on deposit in the Escrow Fund.
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Section 11.4. Notice of Deposit and Redemption.
The City Secretary is hereby authorized to cause notice of redemption to be given to the
respective paying agent/registrar for the Refunded Obligations by delivery of a certified copy of
this Ordinance. Each paying agent/registrar for the Refunded Obligations is hereby authorized
and directed to give notice of deposit and notice of redemption with respect to the Refunded
Obligations as required under the ordinance pursuant to which the Refunded Obligations were
issued.
ARTICLE XII
DISCHARGE
Section 12.1. Discharge.
The Bonds may be defeased, discharged or refunded in any manner permitted by
applicable law.
ARTICLE XIII
CONTINUING DISCLOSURE UNDERTAKING
Section 13.1. Annual Reports.
(a) The City shall provide annually to the MSRB, within six (6) months after the end
of each fiscal year, financial information and operating data with respect to the City of the
general type included in the final Official Statement, being the information described in
Exhibit A hereto. Any financial statements so to be provided shall be (i) prepared in accordance
with the accounting principles described in Exhibit A hereto, and (ii) audited, if the City
commissions an audit of such statements and the audit is completed within the period during
which they must be provided, and (iii) submitted through the EMMA, in an electronic format
with accompanying identifying information, as prescribed by the MSRB. If the audit of such
financial statements is not complete within such period, then the City shall provide notice that
audited financial statements are not available and shall provide unaudited financial statements for
the applicable fiscal year to the MSRB. The City shall provide audited financial statements for
the applicable fiscal year to the MSRB when and if audited financial statements become
available.
(b) If the City changes its fiscal year, it will notify the MSRB of the change (and of
the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
(c) The financial information and operating data to be provided pursuant to this
Section may be set forth in full in one or more documents or may be included by specific
referenced to any document (including an official statement or other offering document, if it is
available from the MSRB) that theretofore has been provided to the MSRB or filed with the
SEC.
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Section 13.2. Disclosure Event Notices.
(a) The City shall notify the MSRB, in a timely manner not in excess of ten (10)
Business Days after the occurrence of the event, of any of the following events with respect to
the Bonds:
(i) Principal and interest payment delinquencies;
(ii) Non - payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) Substitution of credit or liquidity providers, or their failure to perform;
(Ni) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701
-TEB) or other material notices or determinations with respect to the tax status of the
Bonds, or other material events affecting the tax status of the Bonds;
(vii) Modifications to rights of holders of the Bonds, if material;
(viii) Bond calls, if material, and tender offers;
(ix) I}efeasances;
(x) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the City;1
(xiii) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an
' For the purposes of the event identified in (xii), the event is considered to occur when any of the
following occur: the appointment of a receiver, fiscal agent, or similar officer for an obligated person in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in
which a court or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the obligated person, or if such jurisdiction has been assumed by leaving the existing
governing body and officials or officers in possession but subject to the supervision and orders of a court
or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over substantially all
of the assets or business of the obligated person.
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action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
(xiv) Appointment of a successor Paying Agent/Registrar or change in the name
of the Paying Agent/Registrar, if material.
(b) The City shall provide to the MSRB, in an electronic format as prescribed by the
MSRB, in a timely manner, notice of a failure by the City to provide required annual financial
information and notices of material events in accordance with Sections 13.1 and 13.2. All
documents provided to the MSRB pursuant to this section shall be accompanied by identifying
information as prescribed by the MSRB.
Section 13.3. Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an "obligated person" with
respect to the Bonds within the meaning of the Rule, except that the City in any event will give
notice of any redemption calls and any defeasances that cause the City to be no longer an
"obligated person."
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT
OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
(c) No default by the City in observing or performing its obligations under this
Article shall constitute a breach of or default under the Ordinance for purposes of any other
provisions of this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.
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(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Article, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule to the date of such amendment, as well as such
changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal
amount (or any greater amount required by any other provisions of this Ordinance that authorizes
such an amendment) of the Outstanding Bonds consent to such amendment or (B) an entity or
individual person that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Owners and
beneficial owners of the Bonds. If the City so amends the provisions of this Article, it shall
include with any amended financial information or operating data next provided in accordance
with Section 13.1 an explanation, in narrative form, of the reasons for the amendment and of the
impact of any change in type of financial information or operating data so provided.
ARTICLE XIV
AMENDMENTS
Section 14.1. Amendments.
This Ordinance shall constitute a contract with the Owners, be binding on the City, and
shall not be amended or repealed by the City so long as any Bond remains outstanding except as
permitted in this Section. The City may, without consent of or notice to any Owners, from time
to time and at any time, amend this Ordinance in any manner not detrimental to the interests of
the Owners, including the curing of any ambiguity, inconsistency, or formal defect or omission
herein. In addition, the City may, with the written consent of the Owners of the Bonds holding a
majority in aggregate principal amount of the Bonds then outstanding, amend, add to, or rescind
any of the provisions of this Ordinance; provided that, without the consent of all Owners of
outstanding Bonds, no such amendment, addition, or rescission shall (i) extend the time or times
of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the
redemption price, or the rate of interest thereon, or in any other way modify the terms of
payment of the principal of or interest on the Bonds, (ii) give any preference to any Bond over
any other Bond, or (iii) reduce the aggregate principal amount of Bonds required to be held by
Owners for consent to any such amendment, addition, or rescission.
ARTICLE XV
MISCELLANEOUS
Section 15.1. Chanizes to Ordinance. The Mayor and Director of Administrative
Services, in consultation with Bond Counsel, is hereby authorized to make changes to the terms
of this Ordinance if necessary or desirable to carry out the purposes hereof or in connection with
the approval of the issuance of the Bonds by the Attorney General of Texas.
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Section 15.2. Partial Invalidity. If any section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of the Ordinance.
Section 15.3. No Personal Liability. No recourses all be had for payment of the
principal of or interest on any Bonds or for any claim based thereon, or on this Ordinance, against
any official or employee of the City or any person executing any Bonds.
ARTICLE XVI
EFFECTIVE IMMEDIATELY
Section 16. 1. Effective Immediately.
Notwithstanding any provisions of the City Charter, this Ordinance shall become
effective immediately upon its adoption at this meeting pursuant to Section 1201.028, Texas
Government Code.
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All
PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the 4th
day of December, 2012, by a vote of ayes and nays at a regular meeting of the City
Council of the City of Grapevine, Texas.
Ul-A
ATTEST:
City Secretary, City of Grapevine, Texas
APPROVE AS TO FORM:
City Attorney, City of Grapevine, Texas
Mayor, City of Grapevine, Texas
Signature Page to Ordinance Authorizing
Series 2012 General Obligation Refunding Bonds
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
tables of the Official Statement referred to) below:
1. The portions of the financial statements of the City appended to the Official
Statement as Appendix B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth in Tables 1 -6 and 8 -15 of the Official
Statement.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in Paragraph 1 above.
A -1
#4199956.1
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SCHEDULE I
SCHEDULE OF REFUNDED OBLIGATIONS
Maturity Amount
Date Interest Rate Refunded Call Date Call Price
Combination Tax and 08/15/2014 4.800% $240,000 01/20/2013 Par
Revenue Certificates of
Obligation, Series 2001
General Obligation 02/15/2014 4.800% $330,000 01/20/2013 Par
Refunding and
Improvement Bonds,
Series 2002
Combination Tax and
08/15/2014
4.000%
$110,000
02/15/2013
Par
Revenue Certificates of
08/25/2015
4.125%
115,000
02/15/2013
Par
Obligation, Series 2003
$225,000
General Obligation
02/15/2014
4.000%
$240,000
02/15/2013
Par
Refunding and
02/15/2015
4.250%
250,000
02/15/2013
Par
Improvement Bonds,
02/15/2016
4.375%
265,000
02/15/2013
Par
Series 2003
02/15/2017
4.500%
275,000
02/15/2013
Par
02/15/2018
4.500%
290,000
02/15/2013
Par
02/15/2019
4.625%
300,000
02/15/2013
Par
02/15/2020
4.750%
315,000
02/15/2013
Par
02/15/2021
4.750%
330,000
02/15/2013
Par
02/15/2022
4.875%
350,000
02/15/2013
Par
02/15/2023
5.000%
365,000
02/15/2013
Par
$2,980,000
General Obligation
02/15/2015
4.000%
$1,095,000
02/15/2014
Par
Refunding Bonds,
02/15/2016
4.000%
1,145,000
02/15/2014
Par
Series 2004
02/15/2017
4.000%
435,000
02/15/2014
Par
$2,675,000
Combination Tax and
02/15/2020
4.300%
$ 110,000
08/15/2014
Par
Lake Parks Revenue
02/15/2021
4.350%
115,000
08/15/2014
Par
Certificates of
02/15/2022
4.400%
120,000
08/15/2014
Par
Obligation, Series
02/15/2023
4.400%
125,000
08/15/2014
Par
2005A
02/15/2024
4.500%
130,000
08/15/2014
Par
02/15/2025
4.500%
140,000
08/15/2014
Par
02/15/2026
4.500%
145,000
08/15/2014
Par
02/15/2027
4.600%
150,000
08/15/2014
Par
$1,035,000
Schedule I -1
#4199956.1
Maturity
Amount
Date
Interest Rate
Refunded
Call Date
Call Price
General Obligation 08/15/2016
4.250%
$110,000
08/15/2016
Par
Refunding Bonds, 08/15/2017
4.250%
155,000
08/15/2016
Par
Series 2006 08/15/2018
4.000%
65,000
08/15/2016
Par
08/15/2019
4.100%
65,000
08/15/2016
Par
$395,000
Schedule I -2
44199956.1