HomeMy WebLinkAboutORD 2015-004BOND ORDINANCE NO. 2015-004
relating to
CITY OF GRAPEVINE, TEXAS
COMBINATION TAX AND TAX INCREMENT REINVESTMENT ZONE
NUMBER TWO REVENUE REFUNDING BONDS
SERIES 2015
Adopted: January 20, 2015
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ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01.
Definitions...............................................................................................................3
Section1.02.
Other Definitions ..................................................................................................... 5
Section1.03.
Findings...................................................................................................................5
Section 1.04.
Table of Contents; Titles and Headings..................................................................6
Section1.05.
Interpretation...........................................................................................................6
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section2.01. Revenue Pledge.......................................................................................................6
Section 2.02. Tax Levy for Payment of the Bonds........................................................................ 7
Section 2.03. Interest and Sinking Fund........................................................................................7
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND
PROVISIONS REGARDING THE BONDS
Section3.01. Authorization...........................................................................................................8
Section 3.02. Date, Denomination, Maturities and Interest...........................................................8
Section3.03. Medium....................................................................................................................8
Section 3.04. Execution and Registration of Bonds......................................................................9
Section3.05. Ownership..............................................................................................................10
Section3.06. Registration............................................................................................................ l l
Section3.07. Cancellation........................................................................................................... l l
Section3.08. Temporary Bonds..................................................................................................11
Section 3.09. Replacement Bonds...............................................................................................12
Section 3.10. Book -Entry -Only System......................................................................................13
Section 3.11. Successor Securities Depository; Transfer Outside Book -Entry -Only
System...................................................................................................................14
Section 3.12. Payments to Cede & Co........................................................................................14
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01. Limitation on Redemption.....................................................................................14
Section4.02. Optional Redemption.............................................................................................15
Section 4.03. Mandatory Sinking Fund Redemption..................................................................15
Section4.04. Partial Redemption................................................................................................15
Section 4.05. Notice of Redemption to Owners.
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Section 4.06. Payment Upon Redemption .................
Section4.07. Effect of Redemption.............................................................................................17
Section4.08. Lapse of Payment..................................................................................................17
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar....................................................17
Section5.02. Qualifications........................................................................................................17
Section 5.03. Maintaining Paying Agent/Registrar.....................................................................17
Section5.04. Termination...........................................................................................................18
Section 5.05. Notice of Change to Owners.................................................................................18
Section 5.06. Agreement to Perform Duties and Functions........................................................18
Section 5.07. Delivery of Records to Successor..........................................................................18
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generally......................................................................................................18
Section 6.02. CUSIP Registration...............................................................................................19
Section6.03. Legal Opinion........................................................................................................19
Section 6.04. Statement of Insurance..........................................................................................19
ARTICLE VII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds, Official Statement.........................................................................19
Section 7.02. Control and Delivery of Bonds..............................................................................21
Section 7.03. Deposit of Proceeds...............................................................................................21
Section7.04. Security of Funds...................................................................................................22
ARTICLE VIII
INVESTMENTS
Section8.01. Investments............................................................................................................22
Section 8.02. Investment Income................................................................................................22
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Bonds............................................................................................22
Section 9.02. Other Representations and Covenants...................................................................22
Section 9.03. Provisions Concerning Federal Income Tax Exclusion . ........................................ 23
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ARTICLE X
DEFAULT AND REMEDIES
Section10.01. Events of Default...................................................................................................25
Section 10.02. Remedies for Default.............................................................................................25
Section 10.03. Remedies Not Exclusive........................................................................................26
ARTICLE XI
DISCHARGE
Section11.01. Discharge...............................................................................................................26
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01. Annual Reports......................................................................................................26
Section 12.02. Notice of Certain Events........................................................................................27
Section 12.03. Limitations, Disclaimers and Amendments..........................................................28
ARTICLE XIII
SUBSCRIPTION FOR SECURITIES; APPROVAL OF ESCROW AGREEMENT;
PAYMENT OF REFUNDED OBLIGATIONS
Section 13.01. Subscription for Securities.....................................................................................29
Section 13.02. Appointment of Escrow Agent; Approval of Escrow Agreement; Deposit
with Paying Agent for Refunded Obligations.......................................................29
Section 13.03. Payment of Refunded Obligations; Redemption of Refunded Obligations .......... 30
Section 13.04. Redemption Provisions of Refunded Obligations ................................................. 30
ARTICLE XIV
MISCELLANEOUS
Section 14.01. Changes to Ordinance............................................................................................30
Section 14.02. Partial Invalidity....................................................................................................31
Section 14.03. No Personal Liability.............................................................................................31
ARTICLE XV
EFFECTIVE IMMEDIATELY
Section 15.01. Effective Immediately . .......................................................................................... 31
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AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF
GRAPEVINE, TEXAS COMBINATION TAX AND TAX INCREMENT
REINVESTMENT ZONE NUMBER TWO REVENUE REFUNDING BONDS,
SERIES 2015, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO
EXCEED $22,750,000; PROVIDING FOR THE AWARD OF THE SALE
THEREOF IN ACCORDANCE WITH SPECIFIED PARAMETERS; LEVYING
A TAX IN PAYMENT THEREOF; AUTHORIZING THE EXECUTION AND
DELIVERY OF A PURCHASE CONTRACT, A PAYING AGENT/
REGISTRAR AGREEMENT AND AN ESCROW AGREEMENT RELATING
TO SUCH BONDS; APPROVING THE PREPARATION OF AN OFFICIAL
STATEMENT; AND ENACTING OTHER PROVISIONS RELATING
THERETO
WHEREAS, the City of Grapevine (the "City") created its Tax Increment Financing
Reinvestment Zone Number Two (the "Zone") pursuant to Texas Tax Code, Chapter 311 and
established a Tax Increment Fund pursuant to the provision of Chapter 311; and
WHEREAS, the City Council ("City Council") of the City adopted Ordinance No. 2000-
77, approving the issuance of its $31,580,000 Combination Tax and Tax Increment
Reinvestment Zone Revenue Certificates of Obligation, Series 2000 (the "Series 2000
Certificates"); and
WHEREAS, Ordinance No. 2000-77 found and determined that the Project Plan
approved by the City Council with respect to the creation of the Zone was feasible and
conformed to the City's master plan; and
WHEREAS, the City Council found and determined that the issuance of the Series 2000
Certificates would provide public works and facilities for the benefit, use and safety of the
citizens and taxpayers of the City; and
WHEREAS, the Series 2000 Certificates were issued pursuant to Texas Tax Code,
Chapter 311, as amended, and Texas Local Government Code, Chapter 271, Subchapter C, as
amended; and
WHEREAS, the Series 2000 Certificates were refunded by the City's Combination Tax
and Tax Increment Reinvestment Zone Revenue Refunding Bonds, Series 2005A (the "Series
2005A Bonds") and are no longer outstanding; and
WHEREAS, the Series 2005A Bonds are currently outstanding and are secured by a
pledge of a continuing direct annual ad valorem tax levied by the City, within the limits
prescribed by law, upon all taxable property in the City, and by a lien on and pledge of the Tax
Increments deposited into the Tax Increment Fund established for the Zone, such pledge being
subordinate to any Prior Lien Obligations; and
WHEREAS, the City now desires to refund all or a portion of the Series 2005A Bonds as
described on Schedule I hereto (the "Refunded Obligations"); and
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WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the City to issue refunding bonds for the purpose of refunding or defeasing the
Refunded Obligations in advance of their maturities, and to accomplish such refunding or
defeasance by depositing directly with a paying agent for the Refunded Obligations (or other
qualified escrow agent), the proceeds of such refunding bonds, together with other available
funds, in an amount sufficient to provide for the payment or redemption of the Refunded
Obligations, and provides that such deposit shall constitute the making of firm banking and
financial arrangements for the discharge and final payment or redemption of the Refunded
Obligations; and
WHEREAS, the City desires to authorize the execution of one or more escrow
agreements in order to provide for the deposit of proceeds of the refunding bonds and, to the
extent specified pursuant hereto, other lawfully available funds of the City, to pay the redemption
price of the Refunded Obligations when due; and
WHEREAS, upon the issuance of the refunding bonds herein authorized and the deposit
of funds referred to above, the Refunded Obligations shall no longer be regarded as being
outstanding, except for the purpose of being paid pursuant to such deposit, and the pledges, liens,
trusts and all other covenants, provisions, terms and conditions of the orders authorizing the
issuance of the Refunded Obligations shall be, with respect to the Refunded Obligations,
discharged, terminated and defeased; and
WHEREAS, the City Council hereby finds and determines that the refunding
contemplated in this Ordinance will benefit the City by providing a present value savings of debt
service payable by the City in an amount to be certified in a pricing certificate (the "Pricing
Certificate"), and that such benefit is sufficient consideration for the refunding of the Refunded
Obligations; and
WHEREAS, pursuant to Chapter 1207, the City has found and determined that the bonds
herein authorized shall mature on the dates, bear interest at the rates and have such other terms
and provisions specified in the Pricing Certificate within the parameters set forth in this
Ordinance; 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 its bonds in a single series at this time; and
WHEREAS, it is officially found, determined and declared that the meeting at which this
Ordinance has been adopted was open to the public as required by law, and the public notice of
the time, place and purpose of said meeting was given as required by Chapter 551, Texas
Government Code, as amended; therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE,
TEXAS:
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ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Ordinance, the following terms shall have the meanings specified below:
City.
"Authorized Officer" means the City Manager or the Director of Financial Services of the
"Bond" means any of the Bonds.
"Bond Date" means the date designated as the date of the Bonds by Section 3.02(a) of
this Ordinance.
"Bonds" means the City's bonds authorized to be issued by Section 3.01 of this
Ordinance and designated as "City of Grapevine, Texas, Combination Tax and Tax Increment
Reinvestment Zone Number Two Revenue Refunding Bonds, Series 2015."
"Business Day" means a day that is not a Saturday, Sunday, legal holiday or other day on
which banking institutions in the city where the Designated Payment/Transfer Office is located
are required or authorized by law or executive order to close.
"City" means the City of Grapevine, Texas.
"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 herein, 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 and 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.
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"Escrow Agent" means the Escrow Agent designated in the Pricing Certificate, or any
successor thereto.
"Escrow Agreement" means the escrow agreement by and between the City and the
Escrow Agent relating to the Refunded Obligations.
"Escrow Fund" means the fund by that name established by the Escrow Agreement.
"Escrow Securities" means (1) direct noncallable obligations of the United States,
including obligations that are unconditionally guaranteed by the United States; (2) noncallable
obligations of an agency or instrumentality of the United States, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of
hereof, are rated as to investment quality by a nationally recognized investment rating firm not
less than "AAA" or its equivalent; and (3) noncallable obligations of a state or an agency or a
county, municipality, or other political subdivision of a state that have been refunded and that, on
the date hereof, are rated as to investment quality by a nationally recognized investment rating
firm not less than "AAA" or its equivalent.
"Event of Default" means any event of default as defined in Section 10.01 of this
Ordinance.
"Initial Bond" means the Initial Bond authorized by Section 3.04(d) of this Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund established by Section
2.02 of this Ordinance.
"Interest Payment Date" means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, as set forth in
the Pricing Certificate.
"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.
"Pledged Revenues" means Tax Increments on deposit or deposited into the Tax
Increment Fund and any other funds or sources of revenue that may be hereafter designated as
Pledged Revenues.
"Pricing Certificate" means a certificate or certificates to be signed by the Authorized
Officer.
"Prior Lien Obligations" means (i) any future bonds or obligations issued by the City that
by the express terms thereof have a prior lien on and pledge of the Tax Increment Fund, and (ii)
any bonds or other obligations heretofore or hereafter issued by the City, or other participant in
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the Reinvestment Zone, and secured by a levy of ad valorem taxes upon all taxable property
within the City, or such participant, respectively, for which the levy and collection of ad valorem
taxes have been insufficient for the payment thereof and which have a prior lien on the Tax
Increments of the City or such participant.
"Purchase Contract" means the purchase contract between the City and the Underwriters
pertaining to the sale of the Bonds.
"Record Date" means the close of business on the last Business Day of the month next
preceding an Interest Payment Date or such other date as specified in the Pricing Certificate.
"Refunded Obligation Candidates" means the obligations of the City described in
Schedule I attached hereto which are authorized to be designated as Refunded Obligations in the
Pricing Certificate.
"Refunded Obligations" means the obligations of the City to be designated in the Pricing
Certificate from the universe of Refunded Obligation Candidates described in Schedule I
attached hereto.
"Register" means the bond register specified in Section 3.06(a) of this Ordinance.
"Representations Letter" means the Blanket Letter of Representations previously
executed by the City and DTC and on file with DTC.
"Representative" means the representative of the Underwriters, if any, designated in the
Purchase Contract.
"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, redemption premium, if any, or interest on the Bonds as the same come
due and payable or money set aside for the payment of Bonds duly called for redemption prior to
maturity.
"Underwriters" the underwriters specified in the Pricing Certificate.
Section 1.02. Other Definitions. The capitalized terms defined in the preamble to this
Ordinance shall have the meanings assigned to them in the preamble of this Ordinance.
Section 1.03. Findings.
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.
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Section 1.04. 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.
Section 1.05. 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.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.01. Revenue Pledge.
(a) All Pledged Revenues deposited into the Tax Increment Fund pursuant to Section
31.1.013 of the Act shall be accounted for separately from other funds of the City. During each
fiscal year while any of the Bonds are outstanding, the City shall transfer to the Interest and
Sinking Fund from the Pledged Revenues deposited into the Tax Increment Fund up to an
amount equal to the amount of the principal and interest payments coming due on the Bonds
during such fiscal year, such transfers to be made as and when such Pledged Revenues are
received and subject to the requirements of any Prior Lien Obligations.
(b) The City expressly reserves the right to issue or incur, under any applicable law,
bonds, notes or other obligations secured by and payable from a lien on and pledge of the
Pledged Revenues that is superior to, on a parity with or subordinate to the lien on and pledge of
the Pledged Revenues securing the payment of the Bonds.
(c) Subject to the requirements of any Prior Lien Obligations and to subsection (d) of
this Section 2.01, the Pledged Revenues are hereby pledged to the payment of the Bonds and
shall be deposited into the Interest and Sinking Fund.
(d) Any Pledged Revenues remaining in the Tax Increment Fund each fiscal year
after the payments required by subsection (a) of this Section 2.01, and subject to the
requirements of any Prior Lien Obligations, may be used for the purposes described in Section
311.014(b) of the Act or as otherwise authorized by the Act.
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Section 2.02. Tax Levy for Payment of the Bonds.
(a) The City Council hereby declares and covenants that it will provide and levy a tax
legally and fully sufficient for payment of the Bonds, it having been determined that the existing
and available taxing authority of the City for such purpose is adequate to permit a legally
sufficient tax in consideration of all other outstanding obligations of the City.
(b) In order to provide for the payment of the debt service requirements on the Bonds,
being (i) the interest on the Bonds, and (ii) a sinking fund for their payment at maturity or a
sinking fund of two percent per annum (whichever amount is the greater), there is hereby levied
for the current year and each succeeding year thereafter, while the Bonds or interest thereon
remain 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
such debt service requirements, full allowance being made for delinquencies and costs of
collection.
(c) The tax levied by this Section shall be assessed and collected each year and
deposited into the Interest and Sinking Fund for the payment of the debt service requirements on
the Bonds, and the tax shall not be diverted to any other purpose.
(d) 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
t 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.
(e) Notwithstanding the requirements of this Section 2.02, if Pledged Revenues or
other legally available funds are budgeted and appropriated for deposit in the Interest and
Sinking Fund in advance of the time when ad valorem taxes are scheduled to be assessed and
collected for any year, then the amount of taxes which otherwise would be required to be
assessed and collected pursuant to this Section 2.02 may be reduced to the extent and by the
amount of the Pledged Revenues or other funds budgeted and appropriated for deposit in the
Interest and Sinking Fund.
(f) If the liens and provisions of this Ordinance shall be discharged in a manner
permitted by Article XI, 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 within
the Paying Agent/Registrar for such redemption.
Section 2.03. Interest and Sinking Fund.
(a) The City hereby establishes a special fund or account, to be designated the "City
of Grapevine, Texas Combination Tax and Tax Increment Reinvestment Zone Number Two
Revenue Refunding Bonds, Series 2015, 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.
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(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 3.01. Authorization.
(a) The City's bonds to be designated "City of Grapevine, Texas Combination Tax
and Tax Increment Reinvestment Zone Number Two Revenue Refunding Bonds, Series 2015,"
are hereby authorized to be issued and delivered in accordance with Tex. Const. art. XI, Sec. 5,
Chapter 1207, Texas Government Code, as amended, and Section 9.26 of the City's Home -Rule
Charter.
(b) The Bonds shall be issued in the not to exceed aggregate principal amount of
$22,750,000 for the purpose of providing funds to (i) refund the Refunded Obligations, to the
extent provided in the Pricing Certificate, and (ii) pay the costs of issuing the Bonds.
Section 3.02. Date Denomination Maturities and Interest.
(a) The Bonds shall be dated the date set forth in the Pricing Certificate. The Bonds
shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral
multiple thereof, and shall be numbered separately from one upward, except the Initial Bond,
which shall be numbered T-1.
(b) The Bonds shall mature on the dates and in the principal amounts set forth in the
Pricing Certificate.
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or
prior redemption, from the later of (i) the Bond Date, unless otherwise provided in the Pricing
Certificate, or (ii) 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 Pricing
Certificate. Such interest shall be payable semiannually commencing on the date set forth in the
Pricing Certificate, and on each Interest Payment Date thereafter until maturity or prior
redemption. Interest on the Bonds shall be calculated on the basis of a 360 -day year composed of
12 months of 30 days each.
Section 3.03. Medium. Method and Place of Payment.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in
lawful money of the United States of America.
(b) Interest on the Bonds shall be payable to the Owners as shown in the Register at
the close of business on the Record Date; provided, however, in the event of nonpayment of
interest on a scheduled Interest Payment Date and for 30 days thereafter, a new record date for
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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 and mailed on 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, that 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 on the due date thereof
(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 principal of and interest on the Bonds is not a
Business Day, the date for such payment shall be the next succeeding Business Day, and
1 payment on such date shall for all purposes be deemed to have been made on the due date thereof
as specified in this Section.
(f) Unclaimed Payments shall be segregated in a special escrow account and held in
trust, uninvested by the Paying Agent/Registrar, for the account of the Owners of the Bonds to
which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, any
Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three 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 Owners of such Bonds for any further payment of such unclaimed moneys or on account of
any such Bonds, subject to Title 6 of the Texas Property Code, any applicable escheat law or
similar.
Section 3.04. Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and the City
Secretary, by their manual or facsimile signatures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of said
officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of
the City had been manually impressed upon each of the Bonds.
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(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized 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 initial purchaser, or its designee, executed
manually or by facsimile by the Mayor and City Secretary of the City, approved by the Attorney
General, and registered and manually signed by the Comptroller of Public Accounts, will be
delivered to the initial purchaser or its designee. Upon payment for the Initial Bonds, the Paying
Agent/Registrar shall cancel the Initial Bonds and deliver registered definitive Bonds to DTC in
accordance with Section 3.10. To the extent the Paying Agent/Registrar is eligible to participate
in DTC's FAST System, as evidenced by agreement between the Paying Agent/Registrar and
DTC, the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC.
Section 3.05. Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of
making and receiving payment of the principal thereof and redemption premium, if any, thereon,
for the further purpose of making and receiving payment of the interest thereon, and for all other
purposes (except interest will be paid to the person in whose name such bond is registered on the
Record Date or Special Record Date, as applicable), 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.
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Section 3.06. 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 (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office 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 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 a different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection with the registration,
transfer or exchange of a Bond.
(f) Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond called for redemption, in whole or in part, within 45 calendar
days prior to the date fixed for redemption; provided, however, such limitation shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.07. 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.
Section 3.08. Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's
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request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the City executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying
Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in
exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Bonds in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
Section 3.09. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
l outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a
number not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
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(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 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 bond for each of the maturities
thereof.
J
(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
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 an Owner, 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 an
Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or
interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the
City and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose
name each Bond is registered in the Register as the absolute owner of such Bond for the purpose
of payment of principal of, premium, if any, and interest on the Bonds, for the purpose of giving
notices of redemption and other 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, premium, if any, and interest on the Bonds only to or
upon the order of the respective Owners as shown in the Register, as provided in this Ordinance,
or their respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of,
premium, if any, and interest on the Bonds to the 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
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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, and that it is in the best interest of the beneficial owners of the Bonds that they be able
to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the
City 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 certificated Bonds and cause the Paying Agent/Registrar to
transfer one or more separate registered 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 Owners
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
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 Representations
Letter of the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01. Limitation on Redemption.
The Bonds shall be subject to redemption before Scheduled Maturity only as provided in
this Article IV and in the Pricing Certificate.
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Section 4.02. Optional Redemption. The Bonds shall be subject to redemption at the
option of the City at such times, in such amounts, in such manner and at such redemption prices
as may be designated and provided for in the Pricing Certificate.
Section 4.03. Mandatory Sinking Fund Redemption.
(a) The Bonds designated as "Tenn Bonds" in the Pricing Certificate ("Term
Bonds"), if any, are subject to scheduled mandatory redemption and will be redeemed by the
City, in part, at a price equal to the principal amount thereof, without premium, plus accrued
interest to the redemption date, out of moneys available for such purpose in the interest and
sinking fund, on the dates and in the respective principal amounts as set forth in the Pricing
Certificate.
(b) Prior to each scheduled mandatory redemption date, the Paying Agent/Registrar
shall select on a pro rata basis in accordance with the operational arrangements of DTC, a
principal amount of Term Bonds equal to the aggregate principal amount of such Term Bonds to
be redeemed, shall call such Term Bonds for redemption on such scheduled mandatory
redemption date, and shall give notice of such redemption, as provided in Section 4.05.
(c) The principal amount of the Term Bonds required to be redeemed on any
redemption date pursuant to subparagraph (a) of this Section 4.03 shall be reduced, at the option
of the City, by the principal amount of any Term Bonds which, at least 45 days prior to the
mandatory sinking fund redemption date (i) shall have been acquired by the City at a price not
exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been
redeemed pursuant to the optional redemption provisions hereof and not previously credited to a
mandatory sinking fund redemption.
Section 4.04. Partial Redemption.
(a) If less than all of the Bonds are to be redeemed pursuant to Section 4.02, the City
shall detennine the maturities and the principal amount thereof to be redeemed and shall direct
the Paying Agent/Registrar to select, on a pro rata basis in accordance with the operational
arrangements of DTC, and call such Bonds 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. The
Paying Agent/Registrar shall treat each $5,000 portion of such Bond as though it were a single
Bond for purposes of selection for redemption.
(c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar,
in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver exchange
Bonds in an aggregate principal amount equal to the unredeemed principal amount of the Bond
so surrendered, such exchange being without charge.
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Section 4.05. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by United States mail, first class, postage prepaid, not less than 30 days before the
date fixed for redemption, to the Owner of each Bond (or part thereof) to be redeemed, at the
address shown in the Register at the close of business on the Business Day next preceding the
date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) The City reserves the right to give notice of its election or direction to redeem
Bonds under Section 4.02 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 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 where redemption has been rescinded shall remain Outstanding, and the
rescission 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.
(d) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
Section 4.06. 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 an amount from the Interest and Sinking Fund or otherwise
received by the Paying Agent/Registrar from the City and shall use such funds solely for the
purpose of paying the principal of, redemption premium, if any, and accrued interest on the
Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer Office on or after the date 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.
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Section 4.07. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.05 of this
Ordinance and subject, in the case of an optional redemption under Section 4.02, to any
conditions or rights reserved by the City under Section 4.05, 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.
Section 4.08. Lapse of Payment.
Money set aside for the redemption of the Bonds and remaining unclaimed by the
Owners thereof shall be subject to the provisions of Section 3.03(f) hereof.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying A eng t/Re i� stray.
(a) The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, is hereby
appointed as the initial Paying Agent/Registrar for the Bonds unless provided otherwise in the
Pricing Certificate.
(b) The Authorized Officer is hereby authorized and directed to execute and deliver
or cause the execution and delivery by the Mayor and City Secretary, a Paying Agent/Registrar
Agreement, specifying the duties and responsibilities of the City and the Paying Agent/Registrar.
The City Council hereby approves the form of Paying Agent/Registrar Agreement.
Section 5.02. 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 5.03. Maintaining Paying Agent/Registrar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement.
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Section 5.04. Termination.
The City reserves the right to terminate the appointment of any Paying Agent/Registrar
by delivering to the entity whose appointment is to be terminated (i) 45 days written notice of the
termination of the appointment and of the Paying Agent/Registrar Agreement, stating the
effective date of such termination, and (ii) appointing a successor Paying Agent/Registrar;
provided, that, no such termination shall be effective until a successor paying agent/registrar has
assumed the duties of paying agent/registrar for the Bonds.
Section 5.05. Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by first class United States mail, postage
prepaid, at the address in the Register, stating the effective date of the change and the name and
mailing address of the replacement Paying Agent/Registrar.
Section 5.06. 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 5.07. Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent
books and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the
Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in
the Pricing Certificate, with such appropriate insertions, omissions, substitutions, and other
variations as are permitted or required by this Ordinance and the Pricing Certificate, 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, photocopied, 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 hnitial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.02. CUSIP Registration.
The City may secure identification numbers through the CUSIP Service Bureau Division
of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such
numbers on the face of the Bonds. It is expressly provided, however, that the presence or
absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the
legality thereof and neither the City nor the attorneys approving said Bonds as to legality are to
be held responsible for CUSIP numbers incorrectly printed on the Bonds.
Section 6.03. Legal aal Opinion.
The approving legal opinion of Bracewell & Giuliani LLP, Bond Counsel, may be
printed on the reverse side of or attached to each Bond over the certification of the City Secretary
of the City, which may be executed in facsimile.
Section 6.04. Statement of Insurance.
A statement relating to a municipal bond insurance policy, if any, to be issued for the
Bonds may be printed on or attached to each Bond.
ARTICLE VII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds Official Statement.
(a) The Bonds shall be sold to the Underwriters in accordance with the terms of this
Ordinance. As authorized by Chapter 1207, the Authorized Officer is authorized to act on behalf
of the City in selling and delivering the Bonds and in carrying out the other procedures specified
in this Ordinance, including determining the price at which each of the Bonds will be sold, the
number and designation of each series or subseries of Bonds to be issued, the form in which the
Bonds shall be issued, the years and dates on which the Bonds will mature, the principal amount
to mature in each of such years, the selection of the specific maturities or series of Refunded
Obligations from the list of Refunded Obligation Candidates, the aggregate principal amount of
Refunded Obligations, the aggregate principal amount of the Bonds to be issued by the City, the
rate of interest to be borne by each maturity of the Bonds, the Interest Payment Dates, the dates,
prices and terms upon and at which the Bonds shall be subject to redemption prior to maturity at
the option of the City and shall be subject to mandatory sinking fund redemption, acquisition of
municipal bond insurance, if beneficial, for the Bonds, retaining a verification agent, whether or
not the Bonds will be designated as qualified tax-exempt obligations, the selection of the
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Underwriters and all other matters relating to the issuance, sale and delivery of the Bonds and the
refunding of the Refunded Obligations, all of which shall be specified in the Pricing Certificate;
subject to the following conditions;
(i) the Bonds shall not bear interest at a true interest cost greater than 2.75%
Code;
(ii) the aggregate principal amount of the Bonds authorized to be issued for
the purposes described in Section 3.01 shall not exceed $22,750,000;
(iii) the refunding of the Refunded Obligations shall produce a net present
value debt service savings of at least 5% of the principal amount of the Refunded
Obligations; and
(iv) no Bond shall mature later than the final maturity date of the Refunded
Obligations being refunded.
The Authorized Officer is hereby authorized and directed to negotiate, execute and
deliver on behalf of the City one or more Purchase Contracts, providing for the sale of the Bonds
to the Underwriters, in such form as determined by the Authorized Officer. The Authorized
Officer is hereby authorized and directed to approve the final terms and provisions of each
Purchase Contract in accordance with the terms of the Pricing Certificate and this Ordinance,
which final terms shall be determined to be the most advantageous reasonably attainable by the
City, such approval and determination being evidenced by its execution thereof by the
Authorized Officer. All officers, agents and representatives of the City are hereby authorized to
do any and all things necessary or desirable to satisfy the conditions set out therein and to
provide for the issuance and delivery of the Bonds. The Initial Bonds shall initially be registered
in the name of the representative of the Underwriters or such other entity as may be specified in
the Purchase Contract.
(b) The authority granted to the Authorized Officer under Section 7.01(a) shall expire
on a date 180 days from the date of this Ordinance, unless otherwise extended by the City
Council by separate action.
(c) The form and substance of the Preliminary Official Statement and any addenda,
supplement or amendment thereto, presented to and considered at this meeting are hereby in all
respects approved. The Authorized Officer, Mayor, City Secretary and other appropriate City
officials are each authorized to complete the Preliminary Official Statement with such
modifications, completions, changes and supplements, as those persons shall approve or
authorize for the purpose of preparing and determining and to certify or otherwise represent that
the revised Preliminary Official Statement is a "deemed final' official statement 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 use and distribution of the revised Preliminary Official
Statement in the public offering of the Bonds by the Underwriters is hereby authorized. The
Authorized Officer, Mayor, City Secretary and other appropriate City officials are hereby
authorized and directed to use and distribute or authorize the use and distribution of the final
Official Statement and any addenda, supplement or amendment thereto (the "Official
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Statement") and to execute the same and deliver appropriate numbers of executed copies thereof
to the Underwriters of the Bonds. The Official Statement as thus approved, executed and
delivered, with such appropriate variations as shall be approved by the Authorized Officer and
the Underwriters, may be used by the Underwriters 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.
(d) All officers of the City are authorized to execute such documents, certificates and
receipts as they may deem appropriate in Ordinance 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) I/10th of 1% of the principal amount of the Bonds or
(ii) $9,500).
(e) The obligation of the Underwriters to accept delivery of the Bonds is subject to
the Underwriter being furnished with the final, approving opinion of Bracewell & Giuliani LLP,
Bond Counsel for the City, which opinion shall be dated as of and delivered on the Closing Date.
Section 7.02. Control and Delivery of Bonds.
(a) The Authorized Officer is hereby authorized to have control of the Initial Bond
and all necessary records and proceedings pertaining thereto pending investigation, examination
and approval of the Attorney General of the State of Texas, registration by the Comptroller of
Public Accounts of the State and registration with, and initial exchange or transfer by, the Paying
Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the initial purchasers thereof under and subject to the general supervision and
direction of the Mayor, against receipt by the City of all amounts due to the City under the terms
of sale.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tern and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tern and the Assistant City Secretary shall for
the purposes of this Ordinance have the same force and effect as if such duties were performed
by the Mayor and City Secretary, respectively.
Section 7.03. Deposit of Proceeds.
The proceeds from the sale of the Bonds shall be deposited as set forth in the Pricing
Certificate.
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Section 7.04. Security of Funds.
All moneys on deposit in funds referred to in this Ordinance shall be secured in the
manner and to the fullest extent required by the laws of the State of Texas for the security of
public funds and moneys on deposit in such funds shall be used only for the purposes permitted
by this Ordinance.
ARTICLE VIII
INVESTMENTS
Section 8.01. 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 8.02. 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 9.01. Payment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the
Interest and Sinking Fund, money sufficient to pay such interest on, principal of, and redemption
premium, if any, on the Bonds as will accrue or mature on the applicable Interest Payment Date,
maturity date or date of prior redemption if any.
Section 9.02. Other Representations and Covenants.
(a) The City will faithfully perfonn 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, redemption premium, if any, 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
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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 9.03. Provisions Concerning Federal Income Tax Exclusion.
(a) General. The City intends that the interest on the Bonds be excludable from gross
income for federal income tax purposes pursuant to sections 103 and 141 through 150 of the
Code and the applicable Treasury Regulations promulgated thereunder (the "Regulations"). The
City covenants and agrees not to take any action, or omit to take any action within its control,
that if taken or omitted, respectively, would cause (i) the interest on the Bonds to be includable
in gross income, as defined in Section 61 of the Code, for federal income tax purposes or (ii)
result in the violation of or failure to satisfy any provision of sections 103 and 141 through 150
of the Code and the applicable Regulations. In particular, the City covenants and agrees to
comply with each requirement of this Section 9.03; provided, however, that the City will not be
required to comply with any particular requirement of this Section 9.03, 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) compliance with some other requirement set forth in this
Section 9.03 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 will constitute
compliance with the corresponding requirement specified in this Section 9.03, inclusive.
(b) No Private Use or Payment and No Private Loan Financing. 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. Moreover, the City will certify, through an
authorized officer, employee or agent, 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
Refunded Obligations have not been and 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 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
Code and the applicable Regulations thereunder, except as permitted by Section 149(b)(3) of the
Code and such Regulations.
(d) No Hedge Bonds. 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,
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would cause the Bonds to be "hedge bonds" within the meaning of Section 149(g) of the Code
and the applicable Regulations thereunder. Moreover, the City will certify, through an authorized
officer, employee or agent, 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 Refunded
Obligations have not been used in a manner that would cause the Refunded Obligations or the
Bonds to be "hedge bonds" within the meaning of section 149(g) of the Code and the
Regulations promulgated thereunder.
(e) No Arbitrage. 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
will 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 Refunded Obligations have not been and 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(a) of the Code and the 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, 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 issues of the City or moneys that 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 that 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
Regulations promulgated thereunder.
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(h) Record Retention. The City will retain all pertinent and material records relating
to the use and expenditure of the proceeds of the Refunded Obligations and the Bonds until three
years after the last Bond is 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.
(j) Deliberate Actions. The City will not take a deliberate action (as defined in
section 1.141-2(d)(3) of the Regulations) that causes the Bonds to fail to meet any requirement of
section 141 of the Code after the issue date of the Bonds unless an appropriate remedial action is
permitted by section 1.141-12 of the Regulations and a Counsel's Opinion is obtained that such
remedial action cures any failure to meet the requirements of section 141 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 9.03 shall survive the
defeasance and discharge of the Bonds for as long as such matters are relevant to the exclusion
from gross income of interest on the Bonds for federal income tax purposes.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby
declared to be an Event of Default:
(i) the failure to make payment of the principal of, redemption premium, if
any, or interest on any of the Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant,
agreement or obligation of the City, which default materially and adversely affects the
rights of the Owners, including but not limited to, their prospect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of 60 days after
notice of such default is given by any Owner to the City.
Section 10.02. Remedies for Default.
(a) Upon the happening of any Event of Default, then any Owner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor, may proceed
against the City for the purpose of protecting and enforcing the rights of the Owners under this
Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any
court of competent jurisdiction, for any relief permitted by law, including the specific
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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 10.03. Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a
remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
ARTICLE XI
DISCHARGE
Section 11.01. Discharize.
The Bonds may be defeased, refunded and discharged in any manner permitted by
applicable law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01. Annual Reports.
(a) The City shall provide annually to the MSRB, (1) within six months after the end
of each fiscal year of the City, financial information and operating data with respect to the City
of the general type included in the final Official Statement, being information of the type
described in the Pricing Certificate, including financial statements of the City if audited financial
statements of the City are then available, and (2) if not provided as part such financial
information and operating data, audited financial statements of the City, when and if available.
Any financial statements to be provided shall be (i) prepared in accordance with the accounting
principles appended to the Official Statement, or such other accounting principles as the City
may be required to employ from time to time pursuant to state law or regulation, and (ii) audited,
if the City commissions an audit of such financial statements and the audit is completed within
the period during which they must be provided. If the audit of such financial statements is not
complete within 12 months after any such fiscal year end, then the City shall file unaudited
financial statements within such 12 -month period and audited financial statements for the
applicable fiscal year, when and if the audit report on such statements becomes available.
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(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) All financial information, operating data, financial statements, and notices
required by this Section to be provided to the MSRB shall be provided in an electronic format
and be accompanied by identifying information prescribed by the MSRB. Financial information
and operating data to be provided pursuant to Section may be set forth in full in one or more
documents or may be included by specific reference to any document (including an official
statement or other offering document) available to the public on the MSRB's Internet Web site
or filed with the SEC.
Section 12.02. Notice of Certain Events.
(a) The City shall provide the following to the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of ten (10) business days after the
occurrence of the event, notice of any of the following events with respect to the Bonds:
Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial
difficulties;
4. Unscheduled draws on credit enhancements reflecting financial
difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
6. 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;
7. Modifications to rights of the holders of the Bonds, if material;
Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds,
if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the City;
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Note to paragraph 12: For the purposes of the event identified in paragraph
12 of this section, the event is considered to occur when any of the
following occur: the appointment of a receiver, fiscal agent or similar
officer for the City 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 City, 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 City.
13. 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
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
14. Appointment of successor or additional paying agent/registrar or the
change of name of a 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 Section 12.01 and section (a)
above. All documents provided to the MSRB pursuant to this section shall be accompanied by
identifying information as prescribed by the MSRB.
Section 12.03. 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 deposit made in accordance with Article XI that causes Bonds no longer to be
Outstanding.
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial 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.
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UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY BOND 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 comprise a breach of or default under the Ordinance for purposes of any other
provisions of this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise
limit the duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status, or type of operations of the City, 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 (2) 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) a person that
is unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the Owners and beneficial owners of the
Bonds. If the City so amends the provisions of this Article, it shall include with any amended
financial information or operating data next provided in accordance with Section 12.01 an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change
in the type of financial information or operating data so provided.
ARTICLE XIII
SUBSCRIPTION FOR SECURITIES; APPROVAL OF ESCROW AGREEMENT;
PAYMENT OF REFUNDED OBLIGATIONS
Section 13.01. Subscription for Securities. The Authorized Officer is authorized to make
necessary arrangements for and to execute such documents and agreements in connection with
the purchase of the Escrow Securities required by and referenced in the Escrow Agreement, if
any, as may be necessary for the Escrow Fund and the application for the acquisition of the
Escrow Securities is hereby approved and ratified.
Section 13.02. Appointment of Escrow Agent; Approval of Escrow Agreement; Deposit
with Pang Agent for Refunded Obligations. The Authorized Officer is hereby authorized to
select and appoint the Escrow Agent for the Bonds, if any, and the Escrow Agent shall be
designated in the Pricing Certificate. The Authorized Officer is hereby authorized to execute and
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deliver, or cause the execution and delivery by the Mayor of the City and City Secretary, an
Escrow Agreement, having such terms and provisions as are approved by the Authorized Officer
as evidenced by his execution thereof or the execution thereof by other appropriate City officials.
Alternatively, the Authorized Officer may elect to deposit directly with the paying agent for the
Refunded Obligations the proceeds of the Bonds, together with other available funds, in an
amount sufficient to provide for the payment or redemption of the Refunded Obligations.
Section 13.03. Payment of Refunded Obligations; Redemption of Refunded Obligations.
Following the deposit to the Escrow Fund or with the paying agent for the Refunded Obligations
as herein specified, the Refunded Obligations shall be payable solely from and secured by the
cash and securities on deposit in the Escrow Fund or such other fund held by the paying agent for
the Refunded Obligations for the purpose of refunding the Refunded Obligations and shall cease
to be payable from ad valorem taxes, firm banking and financial arrangements having been made
for the discharge and final payment or redemption of the Refunded Obligations pursuant to
Chapter 1207. The Refunded Obligations are hereby called for redemption prior to maturity on
the dates and at the redemption prices set forth in the Pricing Certificate. The City Secretary is
hereby authorized and directed to cause to be delivered to the paying agent/registrar for the
Refunded Obligations a certified copy of this Ordinance calling the Refunded Obligations for
redemption and a copy of the Pricing Certificate. The delivery of this Ordinance and the Pricing
Certificate to the paying agent for the Refunded Obligations shall constitute the giving of notice
of redemption to the paying agent for the Refunded Obligations and such paying agent is hereby
authorized and directed to give notice of redemption to the owners of the Refunded Obligations
in accordance with the requirements of the order(s) authorizing the issuance thereof.
Section 13.04. Redemption Provisions of Refunded Obligations. The City hereby finds
and determines that, as set forth in the Official Statement relating to the City's Combination Tax
and Tax Increment Reinvestment Zone Revenue Refunding Bonds, Series 2005A (the "Series
2005A Bonds"), the final pricing information and bond purchase agreement for the Series 2005A
Bonds and as provided by the Municipal Advisory Council of Texas, the Series 2005A Bonds
maturing on and after August 15, 2015 are subject to optional redemption prior to maturity on
February 15, 2015, or any date thereafter. The City hereby finds and determines that the
redemption dates set forth above are true and correct for all purposes, including for all purposes
set forth in Ordinance No. 2005-44 authorizing the issuance of the Series 2005A Bonds. Sections
4.02 and Sections 6.02 of Ordinance No. 2005-44 are hereby amended to correct the scrivener's
error contained in Ordinance No. 2005-44 and to incorporate the correct redemption dates as set
forth above into Ordinance No. 2005-44.
ARTICLE XIV
MISCELLANEOUS
Section 14.01. Changes to Ordinance.
The Mayor and Authorized Officer, in consultation with Bond Counsel, are each 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 14.02. 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 14.03. No Personal Liability.
No recourse shall 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 XV
EFFECTIVE IMMEDIATELY
Section 15.01. Effective Immediately.
This Ordinance shall become effective immediately upon its adoption at this meeting
pursuant to Section 1201.028, Texas Government Code.
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FINALLY PASSED, APPROVED AND EFFECTIVE THIS JANUARY 20, 2015.
Gam►
City Vcretary
City of Grapevine, Texas
City Attorney
City of Grapevine, Texas
#4783141.4
Mayor
City of Grapevine, Texas
Signature Page for Combination Tax and Tax Increment Reinvestment Zone
Number Two Revenue Refunding Bonds, Series 2015 Bond Ordinance
SCHEDULE1
The Authorized Officer may select the specific maturities constituting the Refunded
Obligations from the following series of the City's outstanding bonds:
Combination Tax and Tax Increment Reinvestment Zone Revenue Refunding Bonds,
Series 2005A
Schedule 1-1
44783141.4