HomeMy WebLinkAboutItem 07 - Issuance of Obligations v
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MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: BRUNO RUMBELOW, CITY MANAGER �a'
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MEETING DATE: DECEMBER 1, 2015
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SUBJECT: ORDINANCE APPROVING PUBLIC PROPERTY FINANCE `
CONTRACTUAL OBLIGATIONS, SERIES 2015
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RECOMMENDATION:
City Council to consider approving an ordinance that authorizes the issuance of Public
Property Finance Contractual Obligations, Series 2015 and enacts provisions for the
issuance and allow for the awarding of the sale of the Contractual Obligation; levying a
tax in payment; authorizing the execution and delivery of paying agent/registrar
agreement; and approving the official statement.
BACKGROUND:
The proceeds from the sale will be used for the purchase and acquisition of vehicles and
equipment for the Fire Department and computer equipment for the City's I.T. Data
Center that was approved in the Fiscal Year 2015-2016 budget.
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Staff recommends approval.
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November20,2015(16:11a11/p11) s
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ORDINANCE NO. 2015-
AUTHORIZING THE ISSUANCE OF
CITY OF GRAPEVINE, TEXAS
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS
SERIES 2015
Adopted: December 1, 2015
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01. Definitions................................................................................................................1
Section1.02. Findings....................................................................................................................3 '
Section 1.03. Table of Contents, Titles and Headings...................................................................3 "'
Section1.04. Interpretation............................................................................................................4 ;,
ARTICLE II
SECURITY FOR THE CONTRACTUAL OBLIGATIONS
Section2.01. Tax Levy. .................................................................................................................4
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE CONTRACTUAL OBLIGATIONS
Section 3.01. Authorization. ..........................................................................................................5
Section 3.02. Date, Denomination, Maturities, Numbers and Interest..........................................5 '
Section 3.03. Medium, Method and Place of Payment; Unclaimed Payments..............................6
Section 3.04. Execution and Initial Registration. ..........................................................................7 `
Section3.05. Ownership................................................................................................................8 ;
Section 3.06. Registration, Transfer and Exchange.......................................................................8 :
Section 3.07. Cancellation and Authentication..............................................................................9 r'�
Section 3.08. Temporary Contractual Obligations. .......................................................................9 `',
Section 3.09. Replacement Contractual Obligations. ..................................................................10 ;x.
Section 3.10. Book-Entry-Only System.......................................................................................1 l �
Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry-Only System.....12
Section 3.12. Payments to Cede & Co.........................................................................................12 ';
ARTICLE IV
REDEMPTION OF CONTRACTUAL OBLIGATIONS BEFORE MATURITY
- Section 4.01. Limitation on Redemption.....................................................................................12 s
' Section 4.02. No Optional Redemption.......................................................................................12 ;,
Section 4.03. Mandatory Sinking Fund Redemption...................................................................13 `
Section 4.04. Partial Redemption.................................................................................................13 ;
Section 4.05. Notice of Redemption to Owners. .........................................................................14 ;
Section 4.06. Payment Upon Redemption. '
..................................................................................14
Section 4.07. Effect of Redemption.............................................................................................14 �
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� ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar.....................................................15 `'
Section 5.02. Qualifications.........................................................................................................15 '!
Section 5.03. Maintaining Paying Agent/Registrar. ....................................................................15 ;'
Section 5.04. Termination............................................................................................................15 ;;
Section 5.05. Notice of Change to Owners..................................................................................15
Section 5.06. Agreement to Perform Duties and Functions.........................................................15 ;
Section 5.07. Delivery of Records to Successor..........................................................................16 �:
ARTICLE VI
FORM OF THE CONTRACTUAL OBLIGATIONS
Section 6.01. Form Generally......................................................................................................16
Section 6.02. Form of Contractual Obligations. ..........................................................................16
Section 6.03. CUSIP Registration................................................................................................22 '
Section6.04. Legal Opinion. .......................................................................................................22 ;`
Section 6.05. Municipal Bond Insurance.....................................................................................22 ,
ARTICLE VII
CREATION OF FUNDS AND ACCOUNTS; INITIAL
DEPOSITS AND APPLICATION OF MONEY
Section 7.01. Creation of Funds...................................................................................................23
Section 7.02. Initial Deposits.......................................................................................................23
Section 7.03. Interest and Sinking Fund......................................................................................23
Section 7.04. Acquisition Fund....................................................................................................23 `
Section 7.05. Excess Contractual Obli ation Proceeds. 23 `
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Section 7.06. Security of Funds...................................................................................................24 ,:
ARTICLE VIII
1NVESTMENTS
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Section8.01. Investments. ...........................................................................................................24 '
Section 8.02. Investrnent Income.................................................................................................24 ;,
ARTICLE IX
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PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9A1. Payment of the Contractual Obligations................................................................24 'a
Section 9.02. Other Representations and Covenants. ..................................................................24 '_
Section 9.03. Provisions Concerning Federal Income Tax Exclusion.........................................25 �
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ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default. ..................................................................................................27 ;'
Section 10.02. Remedies for Default.............................................................................................27 ,.
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Section 10.03. Remedies Not Exclusive........................................................................................28 `�
ARTICLE XI
DISCHARGE
Section11.01. Discharge. ..............................................................................................................28 ;
ARTICLE XII
SALE AND DELIVERY OF THE CONTRACTUAL OBLIGATIONS;
APPROVAL OF OFFICIAL STATEMENT;
CONTROL AND DELIVERY OF CONTRACTUAL OBLIGATIONS
Section 12.01. Sale of Contractual Obligations; Official Statement. ............................................28 ;`
Section 12.02. Control and Delivery of Contractual Obligations..................................................29 '
ARTICLE XIII
CONTINUING DISCLOSURE UNDERTAKING
Section 13.01. Annual Reports. .....................................................................................................30 ':'
Section 13.02. Notice of Certain Events........................................................................................30 �
Section 13.03. Limitations, Disclaimers and Amendments...........................................................32 '.
ARTICLE XIV
AMENDMENTS; ATTORNEY GENERAL MODIFICATION
Section14.01. Amendments. .........................................................................................................33
ARTICLE XV
MISCELLANEOUS MATTERS
Section 15.01. Attorney General Modification..............................................................................33 '
Section 15.02. Partial Invalidity.....................................................................................................34 °;
Section 15.03. No Personal Liability.............................................................................................34 ;:
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ARTICLE XVI
EFFECTIVE IMMEDIATELY
Section 16.01. Effectiveness..........................................................................................................34 =
EXHIBIT A - Description of Annual Disclosure of Financial Information
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ORDINANCE
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $
CITY OF GRAPEVINE, TEXAS, PUBLIC PROPERTY FINANCE
CONTRACTUAL OBLIGATIONS, SERIES 2015; AWARDING THE SALE
OF THE CONTRACTUAL OBLIGATIONS; LEVYING A TAX IN PAYMENT
THEREOF; AUTHORIZING THE EXECUTION AND DELNERY OF A
PAYING AGENT/REGISTRAR AGREEMENT; APPROVING THE OFFICIAL
STATEMENT; AND ENACTING PROVISIONS 1NCIDENT AND RELATING
TO THE SUBJECT AND PURPOSES OF THIS ORDINANCE
WHEREAS, the Public Property Finance Act, Texas Local Government Code, as ;:
amended, Subchapter A, Chapter 271 (the "Act"), authorizes cities to execute, perform, and
make payments under contracts with any person for the use, acquisition or purchase of personal
property as described in the Act;
WHEREAS, the governing body (the "City Council") of the City of Grapevine, Texas
(the "City") has found and determined that it is necessary, useful and appropriate for its public
purposes to purchase and acquire vehicles and equipment for the Fire Department and servers
and computer equipment for the City's IT data center(the"Property");
WHEREAS, the Property will be used for authorized public purposes of the City, will be
acquired in compliance with applicable laws relating to competitive bidding, and will not be
attached or affixed to real property or any building thereon in any manner that would cause the
Property to be considered real property or a fixture to real property under applicable state law,
and shall remain personal property of a type and character authorized to be acquired by the City
under the Act;
WHEREAS, the City Council has found and deems it necessary, useful and appropriate
for its public purposes to acquire the Property and to adopt this Ordinance and authorize the
issuance of the Contractual Obligations herein authorized as permitted by the Act;
WHEREAS, the meeting at which this Ordinance is considered is open to the public as
required by law, and public notice of the time, place and purpose of said meeting was given as
required by Chapter 551, Texas Government Code, as amended;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS:
ARTICLE I
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DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions. ;
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Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Ordinance, the following terms shall have the meanings specified below:
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"Acquisition Fund"means the acquisition fund established by Section 7A1(b).
"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.
"Charter"means the Home Rule Charter of the City, as amended.
"Closing Date" means the date of the initial delivery of and payment for the Contractual
Obligations.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions relating thereto.
"Contractual Obligation" means any of the Contractual Obligations.
"Contractual Obligations" means the City's contractual obligations entitled "City of
Grapevine, Texas, Public Property Finance Contractual Obligations, Series 2015" authorized to
be issued by Section 3.01 of this Ordinance.
"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.
`BMMA"means the Electronic Municipal Market Access System.
"Event of Default" means any Event of Default as defined in Section 10.01 of this
Ordinance.
"Fiscal Year" means such fiscal year as shall be prescribed by the Charter and which
under the existing Charter commences October 1 and ends September 30 of the following year.
"Initial Contractual Obligation" means the Initial Contractual Obligation described in
Section 3.04(d) and Section 6.02(d) of this Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund established by
Section 7.01(a) of this Ordinance. �
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"Interest Payment Date" means the date or dates upon which interest on the Contractual
Obligations is scheduled to be paid until the maturity of the Contractual Obligations, such dates
being February 15 and August 15 of each year, commencing on August 15, 2016.
"MSRB"means the Municipal Securities Rulemaking Board.
"Original Issue Date" means the date designated as such in Section 3.02(a) of this
Ordinance.
"Owner" means the person who is the registered owner of a Contractual Obligation or
Contractual Obligations, as shown in the Register.
: "Paying Agent/Registrar" means The Bank of New York Mellon Trust Company, N.A.,
any successor thereto or any entity which is appointed as and assumes the duties of paying
agent/registrar as provided in this Ordinance.
"Property" means vehicles and equipment for the Fire Department and servers and
computer equipment for the City's IT data center.
"Record Date" means the last Business Day of the month next preceding an Interest
Payment Date.
"Register"means the Register specified in Section 3.06(a) of this Ordinance.
"Representation Letter" means the Blanket Letter of Representations between the City
and DTC.
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC"means the United States Securities and Exchange Commission.
"Special Payment Date"means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date"means the Special Record Date prescribed by Section 3.03(b).
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of principal of or interest on the Contractual Obligations as the same come due and
payable and remaining unclaimed by the Owners of such Contractual Obligations for 90 days
after the applicable payment or redemption date.
Section 1.02. Findin�s.
The declarations, determinations and findings declared, made and found in the preamble
to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.03. Table of Contents, Titles and Headin�s.
The table of contents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
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and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
be considered or given any effect in construing this Ordinance or any provision hereof or in
ascertaining intent, if any question of intent should arise.
Section 1.04. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
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 and to sustain the validity of this Ordinance.
(c) Article and section references shall mean references to articles and sections of this
Ordinance unless designated otherwise.
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SECURITY FOR THE CONTRACTUAL OBLIGATIONS
Section 2.01. Tax Lew.
(a) Pursuant to the authority granted by the Texas Constitution and the laws of the
State of Texas, there shall be levied and there is hereby levied for the current year and for each
succeeding year hereafter while any of the Contractual Obligations or any interest thereon is
outstanding and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable
property within the City, at a rate sufficient, within the limit prescribed by law, to pay the debt
service requirements of the Contractual Obligations, being (i) the interest on the Contractual
Obligations, and (ii) a sinking fund for their redemption at maturity or a sinking fund of two
percent (2%) per annum (whichever amount is greater), when due and payable, full allowance
being made for delinquencies and costs of collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year against
all property appearing on the tax rolls of the City most recently approved in accordance with law
and the money thus collected shall be deposited as collected to the Interest and Sinking Fund.
(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and
committed irrevocably to the payment of the principal of and interest on the Contractual
" Obligations when and as due and payable in accordance with their terms and this Ordinance.
(d) If the lien and provisions of this Ordinance shall be released in a manner
permitted by Article XI hereof, then the collection of such ad valorem tax may be suspended or
appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking
Fund may be suspended or appropriately reduced, as the facts may permit. In determining the
aggregate principal amount of outstanding Contractual Obligations, there shall be subtracted the
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amount of any Contractual Obligations that have been duly called for redemption and for which
money has been deposited with the Paying Agent/Registrar for such redemption.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE CONTRACTUAL OBLIGATIONS
Section 3.01. Authorization.
The City's contractual obligations to be designated "City of Grapevine, Texas, Public
Property Finance Contractual Obligations, Series 2015," are hereby authorized to be issued and
delivered in accordance with the Constitution and laws of the State of Texas, specifically
Subchapter A, Chapter 271, Texas Local Government Code, as amended, and the Charter of the
City. The Contractual Obligations shall be issued in the aggregate principal amount of :.
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$ for the public purpose of (i) paying all or a portion of the City's contractual
obligations to be incurred in connection with the acquisition or purchase of the Property, and (ii)
paying costs related to the issuance of the Contractual Obligations, all as set forth in the
preamble hereof, under and by virtue of the Act and pursuant to the Charter of the City.
Section 3.02. Date, Denomination, Maturities, Numbers and Interest. (a) The
Contractual Obligations shall be dated December 1, 2015 (the "Dated Date"), 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 or such other designation acceptable to the ;'
City and the Paying Agent/Registrar, except the Initial Contractual Obligation, which shall be
numbered T-1.
(b) The Contractual Obligations shall mature on February 15 in the years, at the
interest rates and in the principal amounts set forth in the following schedule
Serial Contractual Obligations
Principal Interest Principal Interest
Year Amount Rate Year Amount Rate
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2�1 / 2�22
2018 2023
2019 2024
2020 2025
2021 2026 '��
Term Contractual Obli atg ions
Principal Interest
Year Amount Rate
20
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(c) Interest on each Contractual Obligation shall accrue from the later of the Closing
Date or the most recent Interest Payment Date to which interest has been paid or provided for at
the per annum rates of interest specified in the schedule contained in subsection (b) above. Such
interest shall be payable on each Interest Payment Date until the principal amount shall have
been paid or provision for such payment shall have been made, and shall be computed on the
basis of a 360-day year of twelve 30-day months.
Section 3.03. Medium, Method and Place of Payment; Unclaimed Payrnents.
(a) The principal of and interest on the Contractual Obligations shall be paid in
lawful money of the United States of America.
(b) Interest on the Contractual Obligations shall be payable to the Owners whose
names appear 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 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
Contractual Obligation 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 on the Contractual Obligations shall be paid by check (dated as of the
Interest Payment Date) and sent by the Paying Agent/Registrar to the person entitled to such
payment, first class United States mail, postage prepaid, to the address of such person as it
appears in the Register or by such other customary banking arrangements acceptable to the
Paying Agent/Registrar and the person to whom interest is to be paid; provided, however, that
such person shall bear all risk and expenses of such other customary banking arrangements. At
the option of an Owner of at least $1,000,000 principal amount of the Contractual Obligations,
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 Contractual Obligation shall be paid to the person in whose
name such Contractual Obligation is registered on the due date thereof upon presentation and
surrender of such Contractual Obligation at the Designated Payment/Transfer Office.
(e) If the date for the payment of the principal of or interest on any Contractual
Obligations is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the
city where the Designated Payment/Transfer Office is located are authorized by law or executive
order to close, then the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on which such banking institutions are authorized to
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close; and payment on such date shall have the same force and effect as if made on the original
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(� Unclaimed Payments shall be segregated in a special account and held in trust, ;
uninvested by the Paying Agent/Registrar, for the account of the Owner of the Contractual
Obligations to which the Unclaimed Payrnents pertain. Subject to the provisions of Title 6,
Texas Property Code, as amended, Unclaimed Payments remaining unclaimed by the Owners
entitled thereto for three years after the applicable payment date shall be applied to the next
payment or payrnents on the Contractual Obligations thereafter coming due and, to the extent
any such money remains after the retirement of all outstanding Contractual Obligations, shall be �
paid to the City to be used for any lawful purpose. Thereafter, neither the City, the Paying
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Agent/Registrar nor any other person shall be liable or responsible to any Owners of such
Contractual Obligations for any further payrnent of such unclaimed moneys or on account of any
such Contractual Obligations, subject to any applicable escheat law or similar law.
Section 3.04. Execution and Initial Registration.
(a) The Contractual Obligations shall be executed on behalf of the City by the Mayor
and countersigned by the City Secretary, by their manual or facsimile signatures, and the official
seal of the City shall be impressed or placed in facsimile thereon. Any facsimile signatures on
the Contractual Obligations shall have the same effect as if each of the Contractual Obligations
had been signed manually and in person by each of said officers, and such facsimile seal on the
Contractual Obligations shall have the same effect as if the official seal of the City had been
manually impressed upon each of the Contractual Obligations.
�� (b) In the event that any officer of the City whose manual or facsimile signature
appears on the Contractual Obligations ceases to be such officer before the authentication of such
Contractual Obligations 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 Contractual Obligation 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 Contractual Obligation of Paying Agent/Registrar substantially in the form
provided in this Ordinance, duly authenticated by manual execution of the Paying
Agent/Registrar. It shall not be required that the same authorized representative of the Paying
Agent/Registrar sign the Contractual Obligation of Paying Agent/Registrar on all of the
Contractual Obligations. In lieu of the executed Contractual Obligation of Paying
Agent/Registrar described above, the Initial Contractual Obligation delivered on the Closing
Date shall have attached thereto the Comptroller's Registration Contractual Obligation
substantially in the form provided in this Ordinance, manually executed by the Comptroller of
Public Accounts of the State of Texas or by his duly authorized agent, which Contractual
Obligation shall be evidence that the Initial Contractual Obligation 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.
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(d) On the Closing Date, a single typewritten Contractual Obligation (the "Initial
Contractual Obligation") representing the entire principal amount of the Contractual Obligations,
payable in stated installments to the Purchaser or its designee, executed by manual or facsimile
signature of the Mayor and countersigned by the manual or facsimile signatures of the City
Secretary, approved by the Attorney General, and registered and manually signed by the
Comptroller of Public Accounts, will be delivered to the Representative or its designee. Upon
payment for the Initial Contractual Obligation, the Paying Agent/Registrar shall cancel the Initial
Contractual Obligation and deliver to DTC on behalf of the Representative registered definitive
Contractual Obligations as described in Section 3.10(a). 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 Contractual Obligations 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 Contractual Obligation is registered as the absolute owner of such Contractual
Obligation for the purpose of making and receiving payment of the principal thereof, for the
further purpose of making and receiving payment of the interest thereon (subject to the
provisions herein that interest is to be paid to the person in whose name the Contractual
Obligation is registered on the Record Date or on the Special Record Date, as applicable), and
for all other purposes, whether or not such Contractual Obligation is overdue, and neither the
City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payrnents made to the person deemed to be the Owner of any Contractual
Obligation in accordance with this Section shall be valid and effectual and shall discharge the
liability of the City and the Paying Agent/Registrar upon such Contractual Obligation to the
extent of the sums paid.
Section 3.06. Registration, Transfer and Exchange.
(a) So long as any Contractual Obligations 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 Contractual Obligations in
accordance with this Ordinance.
(b) The ownership of a Contractual Obligation may be transferred only upon the
presentation and surrender of the Contractual Obligation at the Designated Payment/Transfer
, Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is
acceptable to the Paying AgendRegistrar. No transfer of any Contractual Obligation shall be
effective until entered in the Register.
(c) The Contractual Obligations shall be exchangeable upon the presentation and
surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a
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Contractual Obligation or Contractual Obligations of the same maturity and interest rate and in
any denomination or denominations of any integral multiple of $5,000 and in an aggregate
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principal amount equal to the unpaid principal amount of the Contractual Obligations presented
for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver
Contractual Obligations exchanged for other Contractual Obligations in accordance with this '
Section.
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(d) Each exchange Contractual Obligation 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
Contractual Obligation or Contractual Obligations in lieu of which such exchange Contractual
Obligation is delivered.
(e) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for any different denomination of any of the Contractual
Obligations. 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 Contractual Obligation. '
Section 3.07. Cancellation and Authentication.
All Contractual Obligations paid in accordance with this Ordinance, and all Contractual
Obligations in lieu of which exchange Contractual Obligations or replacement Contractual
Obligations are authenticated and delivered in accordance with this Ordinance, shall be canceled
upon the making of proper records regarding such payment, exchange or replacement. Canceled
Contractual Obligations shall be disposed of in accordance with the requirements of the
Securities and Exchange Act of 1934 and the regulations promulgated thereunder.
Section 3.08. Temporary Contractual Obli at�.
(a) Following the delivery and registration of the Initial Contractual Obligation and
pending the preparation of definitive Contractual Obligations, the proper officers of the City may
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execute and, upon the City's request, the Paying Agent/Registrar shall authenticate and deliver,
one or more temporary Contractual Obligations that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the tenor of the
definitive Contractual Obligations 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 Contractual Obligations may determine, as evidenced by their
signing of such temporary Contractual Obligations.
(b) Until exchanged for Contractual Obligations in definitive form, such Contractual
Obligations 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 Contractual Obligations in definitive form; thereupon, upon the
presentation and surrender of the Contractual Obligation or Contractual Obligations in temporary
form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Contractual
Obligations in temporary form and authenticate and deliver in exchange therefor a Contractual
Obligation or Contractual Obligations of the same maturity and series, in definitive form, in the
authorized denomination, and in the same aggregate principal amount, as the Contractual
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Obligation or Contractual Obligations in temporary form surrendered. Such exchange shall be
made without the making of any charge therefor to any Owner.
Section 3.09. Replacement Contractual Obli atg ions.
(a) Upon the presentation and surrender to the Paying Agent/Registrar, at the
Designated Payment/Transfer Office, of a mutilated Contractual Obligation, the Paying
Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Contractual
Obligation of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Contractual
Obligation 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 Contractual Obligation 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 Contractual Obligation has been
acquired by a bona fide purchaser, shall authenticate and deliver a replacement Contractual
Obligation 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 Contractual
Obligation;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save them harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
; Paying Agent/Registrar.
(c) If, after the delivery of such replacement Contractual Obligation, a bona fide
purchaser of the original additional Contractual Obligation in lieu of which such replacement
Contractual Obligation was issued presents for payment such original Contractual Obligation, the
City and the Paying Agent/Registrar shall be entitled to recover such replacement Contractual
Obligation 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 Contractual Obligation has become or is about to become due and payable, the Paying
Agent/Registrar, in its discretion, without the necessity of issuing a replacement Contractual
Obligation, may pay such Contractual Obligation on the date on which such Contractual
Obligation becomes due and payable.
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(e) Each replacement Contractual Obligation delivered in accordance with this
Section shall constitute an original additional contractual obligation of the City and shall be 3
entitled to the benefits and security of this Ordinance to the same extent as the Contractual i
Obligation or Contractual Obligations in lieu of which such replacement Contractual Obligation �
is delivered. '
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Section 3.10. Book-Entr. -��. s�. �
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� (a) The definitive Contractual Obligations shall be initially issued in the form of a
separate single fully registered Contractual Obligation for each of the maturities thereof. Upon r
initial issuance, the ownership of each such Contractual Obligation shall be registered in the
name of Cede & Co., as nominee of DTC, and except as provided in Section 3.11 hereof, all of
the outstanding Contractual Obligations shall be registered in the name of Cede & Co., as �
nominee of DTC. '
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(b) With respect to Contractual Obligations 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 Contractual Obligations, except as provided in this Ordinance. 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 Contractual
Obligations, (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 Contractual Obligations, 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 or interest on the Contractual Obligations. ;
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 Contractual `'
Obligation is registered in the Register as the absolute Owner of such Contractual Obligation for �
the purpose of payment of principal of and interest on the Contractual Obligations, for the
purpose of giving notices of other matters with respect to such Contractual Obligation, for the °
purpose of registering transfer with respect to such Contractual Obligation, and for all other �
purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the :�
Contractual Obligations only to or upon the order of the respective Owners, as shown in the !
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Register as provided in this Ordinance, or their respective attorneys duly authorized in writing, �
and all such payments shall be valid and effective to fully satisfy and discharge the City's �
obligations with respect to payment of principal and interest on the Contractual Obligations to �
the extent of the sum or sums so paid. No person other than an Owner, as shown in the register, '`
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shall receive a Contractual Obligation evidencing the obligation of the City to make payments of
amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar i
of written notice to the effect that DTC has determined to substitute a new nominee in place of i
Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or ;
drafts being mailed to the registered Owner at the close of business on the Record Date, the word ;
"Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
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(c) The Representation Letter between the City and DTC applicable to the City's �
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obligations delivered in book-entry-only form to DTC as securities depository for said ;
obligations, is hereby affirmed with respect to the Contractual Obligations. ?
Section 3.11. Successor Securities Depositorv; Transfer Outside Book-Entrv-On1X '
System• "
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� In the event that the City or the Paying Agent/Registrar determines that DTC is incapable �
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of discharging its responsibilities described herein and in the Representation Letter, and that it is �
in the best interest of the beneficial owners of the Contractual Obligations that they be able to `'
obtain certified Contractual Obligations, or in the event DTC discontinues the services described
herein, the City or the Paying Agent/Registrar shall (i) appoint a successor securities depository, E
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qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as
amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such
successor securities depository and transfer one or more separate Contractual Obligations to such
� successor securities depository or(ii) notify DTC and DTC Participants, as identified by DTC, of ;;;
the availability through DTC of Contractual Obligations and transfer one or more separate
Contractual Obligations to DTC Participants having Contractual Obligations credited to their �
DTC accounts, as identified by DTC. In such event, the Contractual Obligations 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 =
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whatever name or names Owners transferring or exchanging Contractual Obligations 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 `'b
Contractual Obligations are registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of and interest on such Contractual Obligations, and all
notices with respect to such Contractual Obligations, shall be made and given, respectively, in
the manner provided in the Representation Letter.
ARTICLE IV
REDEMPTION OF CONTRACTUAL OBLIGATIONS BEFORE MATURITY
� Section 4.01. Limitation on Redemption.
The Contractual Obligations shall be subject to redemption prior to their scheduled
maturity only as provided in this Article IV.
Section 4.02. No Optional Redemption.
The Contractual Obligations shall not be subject to optional redemption prior to maturity.
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Section 4.03. Mandatory Sinkin� Fund Redemption �
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(a) The Contractual Obligations maturing on February 15, 20_ (the "Term ;
Contractual Obligations") 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 a
and Sinking Fund, on the dates and in the respective principal amounts as set forth below. �
Term Contractual Obligations Maturin�February 15, 20
Redemption Date Redemption Amount
February 15, 20_
February 15, 20_
February 15, 20_*
*maturity
" +E
(b) At least forty-five (45) days prior to each scheduled mandatory redemption date,
the Pa n A ent/Re istrar shall select for redem tion b lot or b an other customa method '�
Yi g g g� P Y � Y Y rY �
that results in a random selection, a principal amount of Term Contractual Obligations equal to
the aggregate principal amount of such Term Contractual Obligations to be redeemed, shall call `e
such Term Contractual Obligations for redemption on such scheduled mandatory redemption '`;
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date, and shall give notice of such redemption, as provided in Section 4.05. �
(c) The principal amount of the Term Contractual Obligations required to be
redeemed on any redemption date pursuant to subparagraph (a) of this Section 4.04 shall be
reduced, at the option of the City, by the principal amount of any Term Contractual Obligations
which, at least 45 days prior to the mandatory sinking fund redemption date shall have been
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acquired by the City at a price not exceeding the principal amount of such Term Contractual
Obligations plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation.
Section 4.04. Partial Redemption.
(a) A portion of a single Contractual Obligation of a denomination greater than
$5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple "`
thereof. If such a Contractual Obligation is to be partially redeemed, the Paying Agent/Registrar ,�
v�
shall treat each $5,000 portion of the Contractual Obligation as though it were a single �;
Contractual Obligation for purposes of selection for redemption.
(b) Upon surrender of any Contractual Obligation for redemption in part, the Paying
Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and
deliver an exchange Contractual Obligation or Contractual Obligations in an aggregate principal �
amount equal to the unredeemed portion of the Contractual Obligation so surrendered, such
exchange being without charge.
(c) The Paying Agent/Registrar shall promptly notify the City in writing of the
principal amount to be redeemed of any Contractual Obligation as to which only a portion
thereof is to be redeemed.
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Section 4.05. Notice of Redemption to Owners. ;
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(a) The Paying Agent/Registrar shall give notice of any redemption of Contractual
Obligations by sending notice by first class United States mail, postage prepaid, not less than
thirty (30) days before the date fixed for redemption, to the Owner of each Contractual `'
Obligation (or part thereo� to be redeemed, at the address shown on the Register at the close of
business on the business day next preceding the date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Contractual Obligations are to be surrendered for payment, and, if less than all the
Contractual Obligations outstanding are to be redeemed and subject to Section 3.12 hereof, an
identification of the Contractual Obligations or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
Section 4.06. Pavment 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 Contractual Obligations to be
redeemed on such date by setting aside and holding in trust such amounts as are received by the
Paying Agent/Registrar from the City and shall use such funds solely for the purpose of paying
the principal of, redemption premium, if any, and accrued interest on the Contractual Obligations
being redeemed.
(b) Upon presentation and surrender of any Contractual Obligation called for
redemption at the Designated Payment/Transfer Office of the Paying Agent/Registrar on or after
the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption
premium, if any, and accrued interest on such Contractual Obligation to the date of redemption
from the money set aside for such purpose.
Section 4.07. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.05 of this
Ordinance, the Contractual Obligations 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 �E
interest thereon, such Contractual Obligations or portions thereof shall cease to bear interest from
and after the date fixed for redemption, whether or not such Contractual Obligations 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 Contractual Obligation or portion thereof called for redemption shall
continue to bear interest at the rate stated on the Contractual Obligation until due provision is
made for the payment of same by the City.
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PAYING AGENT/REGISTRAR 'i
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Section 5.01. Appointment of Initial Pa i�ng A ent/Re is� ;
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The Bank of New York Mellon Trust Company, N.A., is hereby appointed as the initial ;
Paying Agent/Registrar for the Contractual Obligations. �
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Section 5.02. Qualifications. 'a
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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 Contractual s
Obligations.
Section 5.03. Maintainin�Pa i�ng A�ent/Re istrar.
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At all times while any Contractual Obligations are outstanding, the City will maintain a �
Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is 3
hereby authorized and directed to execute an agreement with the Paying Agent/Registrar ��
specifying the duties and responsibilities of the City and the Paying Agent/Registrar in �j
substantially the form presented to and hereby approved by the City Council. The signature of ;;
the Mayor shall be attested by the City Secretary of the City. The form of the Paying
Agent/Registrar Agreement presented at this meeting is hereby approved with such changes as �'
may be approved by bond counsel to the City. :;
If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will
promptly appoint a replacement.
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Section 5.04. Termination.
The City, upon not less than sixty (60) days' notice, reserves the right to terminate the
appointment of any Paying Agent/ Registrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
Section 5.05. Notice of Change to Owners. '
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will k�
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 '?
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mailing address of the replacement Paying Agent/Registrar.
Section 5.06. AQreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the
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provisions of this Ordinance and that it will perform the duties and functions of Paying ;;
Agent/Registrar prescribed thereby. �
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Section 5.07. Delivery of Records to Successor. _
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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 thereo fl and all other pertinent �
books and records relating to the Contractual Obligations to the successor Paying ;;
Agent/Registrar. i�
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ARTICLE VI �
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FORM OF THE CONTRACTUAL OBLIGATIONS '�
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Section 6.01. Form Generallv
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(a) The Contractual Obligations, the Registration Contractual Obligation of the i
Comptroller of Public Accounts of the State of Texas, the Contractual Obligation of the Paying ;
Agent/Registrar, and the Assignment form to appear on each of the Contractual Obligations, (i) i
shall be substantially in the form set forth in this Article, with such appropriate insertions, �
omissions, substitutions, and other variations as are permitted or required by this Ordinance, and �
. (ii) may have such letters, numbers, or other marks of identification (including identifying �
numbers and letters of the Committee on Uniform Securities Identification Procedures of the a
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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 -;
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the officers executing such Contractual Obligations, as evidenced by their execution thereof. �
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(b) Any portion of the text of any Contractual Obligations may be set forth on the ;
reverse side thereof, with an appropriate reference thereto on the face of the Contractual j
Obligations. �
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(c) The definitive Contractual Obligations shall be typewritten, printed, lithographed, ,
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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 Contractual Obligations,
as evidenced by their execution thereof. '?
(d) The Initial Contractual Obligation submitted to the Attorney General of the State �
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of Texas may be typewritten and photocopied or otherwise reproduced. �
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Section 6.02. Form of Contractual Obli�ations. �
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The form of Contractual Obligations, including the form of the Registration Contractual �
Obligation of the Comptroller of Public Accounts of the State of Texas, Contractual Obligation ;
of the Paying Agent/Registrar and the form of Assignment appearing on the Contractual ;
Obligations, shall be generally as follows:
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(a) Form of Contractual Obligation. �
REGISTERED REGISTERED �
No. $ �
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United States of America �
State of Texas
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CITY OF GRAPEVINE, TEXAS `�
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION
SERIES 2015 9
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iNTEREST RATE: MATURITY DATE: CLOSING DATE: CUSIP NO.: ?
% February 15, December 30, 2015 �
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The City of Grapevine (the "City"), in the Counties of Tarrant, Denton and Dallas, State �
of Texas, for value received, hereby promises to pay to a
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or registered assigns, on the Maturity Date specified above, the principal sum of
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DOLLARS
and to pay interest on the unpaid principal amount hereof from the later of the Closing Date ;r
specified above or the most recent Interest Payment Date to which interest has been paid or '
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provided for until payment of such principal amount has been paid or provided for, at the interest �
rate per annum specified above, computed on the basis of a 360-day year of twelve 30-day ;;
months, such interest to be paid semiannually on February 15 and August 15 of each year, ;
commencing August 15, 2016. F�
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The principal of this Contractual Obligation shall be payable without exchange or ;�
collection charges in lawful money of the United States of America upon presentation and �
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surrender of this Contractual Obligation at the corporate trust office in Dallas, Texas (the �
"Designated Payment/Transfer Office"), of The Bank of New York Mellon Trust Company,
N.A., or, with respect to a successor Paying Agent/Registrar, at the designated payment/transfer ;i
office of such successor. Interest on this Contractual Obligation is payable by check dated as of ;7
the Interest Payment Date, mailed by the Paying Agent/Registrar to the registered owner at the �
address shown on the registration books kept by the Paying Agent/Registrar or by such other �
customary banking arrangements acceptable to the Paying Agent/Registrar, requested by, and at �
the risk and expense of, the person to whom interest is to be paid. For the purpose of the �
payment of interest on this Contractual Obligation, the registered owner shall be the person in �
whose name this Contractual Obligation is registered at the close of business on the "Record �
Date," which shall be the last Business Day of the month next preceding such Interest Payment a
Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest ;�
Payment Date, and for 30 days thereafter, a new record date for such interest payment (a '�
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"Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for �
the payment of such interest have been received from the City. Notice of the Special Record �
Date and of the scheduled payment date of the past due interest (the "Special Payrnent Date," �
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which shall be 15 days after the Special Record Date) shall be sent at least five (5) Business ;�
Days prior to the Special Record Date by United States mail, first class postage prepaid, to the
address of each registered owner of a Contractual Obligation appearing on the books of the ;
Paying Agent/Registrar at the close of business on the last Business Day preceding the date of
mailing such notice. �
If a date for the payment of the principal of or interest on the Contractual Obligations is a '
Saturday, Sunday, legal holiday, or a day on which banking institutions in the city where the '
Designated Payment/Transfer Office is located are authorized by law or executive order to close,
then the date for such payrnent shall be the next succeeding day which is not a Saturday, Sunday, ;
legal holiday, or day on which such banking institutions are authorized to close; and payment on �
such date shall have the same force and effect as if made on the original date payment was due ;.�
and no additional interest shall be due by reason of nonpayment on the date on which such
payment is otherwise stated to be due and payable.
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This Contractual Obligation is one of a series of fully registered contractual obligations �
dated December 1, 2015 specified in the title hereof issued in the aggregate principal amount of ;
$ (herein referred to as the "Contractual Obligations"), issued pursuant to a ';
certain Ordinance of the City Council of the City (the "Ordinance") for the purpose of paying all 'j
or a portion of the City's contractual obligations to be incurred in connection with the acquisition ''�
or purchase of personal property for the City and to pay the costs incurred in connection with the
issuance of the Contractual Obligations. �
The Contractual Obligations and the interest thereon are payable from the levy of a direct
and continuing ad valorem tax, within the limit prescribed by law, against all taxable property in
the City.
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The Contractual Obligations are not subject to optional redemption prior to maturity.
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The Contractual Obligations maturing February 15, 20_ (the "Term Contractual `',
Obligations") 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 below. '�
Term Contractual Obli�ations Maturing February 15, 20 �
Redemption Date Redemption Amount �
February 15, 20_ a
February 15, 20_
February 15, 20_*
*maturity
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At least forty-five (45) days prior to each scheduled mandatory redemption date, the r
Paying Agent/Registrar shall select for redemption by lot, or by any other customary method that �
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results in a random selection, a principal amount of Term Contractual Obligations equal to the y
aggregate principal amount of such Term Contractual Obligations to be redeemed, shall call such
Term Contractual Obligations for redemption on such scheduled mandatory redemption date, and �
shall give notice of such redemption, as provided in the Ordinance. �
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In lieu of calling the Term Contractual Obligations described above, for mandatory
redemption, the City reserves the right to purchase such Term Contractual Obligations at a price �
not exceeding the principal amount thereof, plus accrued interest, with (a) moneys on deposit in
the Interest and Sinking Fund which are available for the mandatory redemption of such Term ':;
Contractual Obligations or(b) other lawfully available funds.
Upon any such purchase in lieu of redemption, not less than forty-five (45) days prior to a
mandatory redemption date, the City shall deliver such Term Contractual Obligations to the
Paying Agent/Registrar prior to the selection of the Term Contractual Obligations for redemption �
and the principal amount so delivered shall be credited against the amount required to be called `i
_ for redemption in that year. �
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Notice of such redemption or redemptions shall be given by first class mail, postage ��
prepaid, not less than thirty (30) days before the date fixed for redemption, to the registered `4
owner of each of the Contractual Obligations to be redeemed in whole or in part. Notice having `"_
been so given, the Contractual Obligations or portions thereof designated for redemption shall
become due and payable on the redemption date specified in such notice; from and after such 'f
date, notwithstanding that any of the Contractual Obligations or portions thereof so called for ,�
redemption shall not have been surrendered for payment, interest on such Contractual ;�
Obligations or portions thereof shall cease to accrue. ;
As provided in the Ordinance, and subject to certain limitations therein set forth, this �k
Contractual Obligation is transferable upon surrender of this Contractual Obligation for transfer `'
at the Designated Payrnent/Transfer Office, with such endorsement or other evidence of transfer ;
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as is acceptable to the Paying Agent/Registrar, and, thereupon, one or more new fully registered '?
Contractual Obligations of the same stated maturity, of authorized denominations, bearing the `�
same rate of interest, and for the same aggregate principal amount will be issued to the ''
designated transferee or transferees. 3
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or �
exchange any Contractual Obligation called for redemption where such redemption is scheduled �
to occur within forty-five (45) calendar days of the transfer or exchange date; provided, however, ;a
such limitation shall not be applicable to an exchange by the registered owner of the uncalled 3
principal balance of a Contractual Obligation. �
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The City, the Paying Agent/Registrar, and any other person may treat the person in whose `;
name this Contractual Obligation is registered as the owner hereof for the purpose of receiving
payment as herein provided (except interest shall be paid to the person in whose name this ';
Contractual Obligation is registered on the Record Date or Special Record Date, as applicable) ;�
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and for all other purposes, whether or not this Contractual Obligation be overdue, and neither the �
City nor the Paying Agent/Registrar shall be affected by notice or knowledge to the contrary. �
�IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Contractual �
Obligation and the series of which it is a part is duly authorized by law; that all acts, conditions �
and things required to be done precedent to and in the issuance of the Contractual Obligations �
have been properly done and performed and have happened in regular and due time, form and :�
manner, as required by law; that ad valorem taxes upon all taxable property in the City have been �;
levied for and pledged to the payment of the debt service requirements of the Contractual �j
Obligations within the limit prescribed by law; and that the total indebtedness of the City, ;�
including the Contractual Obligations, does not exceed any constitutional or statutory limitation. '�
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IN WITNESS WHEREOF, the City has caused this Contractual Obligation to be �
executed in its name by the manual or facsimile signature of the Mayor of the City and �
countersigned by the manual or facsimile signature of the City Secretary, and the official seal of
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the City has been duly impressed or placed in facsimile on this Contractual Obligation. ,�
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City Secretary, Mayor, ,.�
City of Grapevine, Texas City of Grapevine, Texas �
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[SEAL] '�
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(b) Form of Contractual Obligation of Paying Agent/Registrar. The following �
Contractual Obligation of Paying Agent/Registrar may be deleted from the Initial Contractual ;#
Obligation if the Comptroller's Registration Contractual Obligation is attached thereta �
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CONTRACTUAL OBLIGATION OF PAYING AGENT/REGISTRAR `��
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It is hereby certified that this Contractual Obligation has been issued under the provisions �
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of the Ordinance of the City; and that this Contractual Obligation has been issued in exchange �
for or replacement of a contractual obligation, contractual obligations or portion of a contractual ;
obligation or contractual obligations of an issue which was originally approved by the Attorney �
General of the State of Texas and registered by the Comptroller of Public Accounts of the State ;j
of Texas. ��
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THE BANK OF NEW YORK MELLON '#
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TRUST COMPANY, N.A. `�
as Paying Agent/Registrar �
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Dated: By: �
Authorized Signatory
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(c) Form of Assignment. �
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ASSIGNMENT 1
. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee): �
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(Social Security or other identifying number: ) the within Contractual �
Obligation and all rights hereunder and hereby irrevocably constitutes and appoints �
attorney to transfer the within Contractual Obligation on the books kept �
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for registration hereof, with full power of substitution in the premises. �
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Dated: NOTICE: The signature on this Assignment �
must correspond with the name of the �
Signature Guaranteed By: registered owner as it appears on the face of #
the within Contractual Obligation in every �
particular and must be guaranteed by an officer ;
Authorized Signatory of a federal or state bank or a member of the �
National Association of Securities Dealers. "'�
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� (d) Initial Contractual Obligation Insertions. (i) The Initial Contractual Obligation ;
shall be in the form set forth in paragraphs (a) and (c) of this Section, except that: �
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(A) immediately under the name of the Contractual Obligation the
headings "INTEREST RATE" and "MATURITY DATE" shall both be �
completed with the words "As shown below" and "CUSIP NO." shall be deleted; �
and ;
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(B) in the first paragraph of the Contractual Obligation the words "on �
the Maturity Date specified above" shall be deleted and the following will be �
inserted: "on February 15 in each of the years, in the principal installments and �
bearing interest at the per annum rates set forth in the following schedule: �
Years Principal Installments Interest Rates �
(Information to be inserted from schedule �
in Section 3.02 hereo fl; and �
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(e) The following Registration Contractual Obligation of Comptroller of Public :j
Accounts shall appear on the Initial Contractual Obligation in lieu of the Contractual Obligation ':;
of Paying Agent/Registrar. '
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REGISTRATION CONTRACTUAL OBLIGATION OF
COMPTROLLER OF PUBLIC ACCOUNTS
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OFFICE OF THE COMPTROLLER § �
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS § �
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I hereby certify that there is on file and of record in my office a Contractual Obligation of �
the Attorney General of the State of Texas to the effect that this Contractual Obligation has been �
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examined by him as required by law, that he finds that it has been issued in conformity with the ;;
Constitution and laws of the State of Texas, and that it is a valid and binding obligation of the i
City of Grapevine, Texas, and that this Contractual Obligation has this day been registered by ,
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me. j
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Witness my hand and seal of office at Austin, Texas, �
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Comptroller of Public Accounts �
of the State of Texas ``�
[SEAL] �
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Section 6.03. CUSIP Registration. x
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The City may secure identification numbers through the CUSIP Global Services, '�
managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers �
Association, and may authorize the printing of such numbers on the face of the Contractual �
Obligations. It is expressly provided, however, that the presence or absence of CUSIP numbers �
on the Contractual Obligations shall be of no significance or effect in regard to the legality �
thereof and neither the City nor the attorneys approving said Contractual Obligations as to �
legality are to be held responsible for CUSIP numbers incorrectly printed on the Contractual ;;�
Obligations. �
Section 6.04. Le al�Opinion. �
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The approving legal opinions of Bracewell & Giuliani LLP, Bond Counsel, may be �
printed on the back of each Contractual Obligation over the certification of the City Secretary or '([�
any Assistant City Secretary, which may be executed in facsimile. �
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Section 6.05. Municipal Bond Insurance. �
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If municipal bond guaranty insurance is obtamed wrth respect to the Contractua �
Obligations, the Contractual Obligations, including the Initial Contractual Obligation, may bear '
an appropriate legend, as provided by the insurer. °�
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ARTICLE VII
CREATION OF FUNDS AND ACCOUNTS; INITIAL
DEPOSITS AND APPLICATION OF MONEY �
Section 7.01. Creation of Funds. The Citv herebv establishes the followin�nds:
(a) the City of Grapevine, Texas, Public Property Finance Contractual Obligations, j
Series 2015, Interest and Sinking Fund (the "Interest and Sinking Fund"); and ��
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(b) the City of Grapevine, Texas, Public Property Finance Contractual Obligations, j
Series 2015, Acquisition Fund (the"Acquisition Fund"). �
Section 7.02. Initial Deposits. �
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� On the Closing Date, the City shall cause the proceeds from the sale of the Contractual �
� Obligations to be deposited as follows: �
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(a) $ in proceeds of the Contractual Obligations shall be deposited to the �
Acquisition Fund to be used for the purposes set forth in Section 3.01(i) herein; and ';�
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(b) the remaining balance received on the Closing Date shall be used to pay the costs ;��
of issuance of the Contractual Obligations. To the extent any amounts are not needed to pay ;�
costs of issuance, such excess shall be deposited to the Interest and Sinking Fund. i
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Section 7.03. Interest and Sinking Fund• 'a
(a) The taxes levied under Section 2.01 of this Ordinance shall be deposited to the ;�
credit of the Interest and Sinking Fund at such times and in such amounts as necessary for the '�
timely payment of the principal of and interest on the Contractual Obligations. �
(b) If the amount of money in the Interest and Sinking Fund is at least equal to the
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aggregate principal amount of the outstanding Contractual Obligations plus the aggregate ;�
amount of interest due and that will become due and payable on such Contractual Obligations, no =;1
further deposits to that fund need be made. ;�
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(c) Money on deposit in the Interest and Sinking Fund shall be used to pay the �
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principal of and interest on the Contractual Obligations as such become due and payable. �
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Section 7.04. Acquisition Fund. ��
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Money on deposit in the Acquisition Fund, including investment earnings thereof, shall �
be used for the purposes specified in Section 3.01(i) of this Ordinance. �j
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Section 7.05. Excess Contractual Obligation Proceeds. ;;
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Upon completion of the purchase of personal property financed with the Contractual
Obligations any amount (exclusive of that amount retained for the payment of costs of such '��
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personal property not then due and payable) that remains in the Acquisition Fund shall be ''
transferred to the credit of the Interest and Sinking Fund.
Section 7.06. Security of Funds. �
All moneys on deposit in the 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 ;j
, by this Ordinance. ��
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ARTICLE VIII ''
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INVESTMENTS ;
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Section 8.OL Investments. t�
(a) Money in each fund created by this Ordinance, at the option of the City, may be �
invested in such securities or obligations as permitted under applicable law. a
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� (b) Any securities or obligations in which money is so invested shall be kept and held j
in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely ;�
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applied to the making of all payments required to be made from the fund from which the =
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investment was made. �
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Section 8.02. Investment Income. �;
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(a) Interest and income derived from investment of the Interest and Sinking Fund ;�
shall be credited to such Fund. ;�
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(b) Interest and income derived from investment of the Acquisition Fund shall be ��
either deposited to the credit of the Interest and Sinking Fund or retained in the Acquisition Fund ;�
until the purchase of personal property authorized by this Ordinance is completed. �
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ARTICLE IX `�
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PARTICULAR REPRESENTATIONS AND COVENANTS ��
:�Section 9.01. Payment of the Contractual Obli at� ions• �
. �
On or before each Interest Payment Date and while any of the Contractual Obligations �
are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of �
the Interest and Sinking Fund, money sufficient to pay such interest on and principal of the
Contractual Obligations as will accrue or mature on the applicable Interest Payment Date. �
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Section 9.02. Other Representations and Covenants. ;;a
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(a) The City will faithfully perform at all times any and all covenants, undertakings, `�
stipulations, and provisions contained in this Ordinance and in each Contractual Obligation; the j
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City will promptly pay or cause to be paid the principal of and interest on each Contractual
Obligation on the dates and at the places and manner prescribed in such Contractual Obligation;
and the City will, at the times and in the manner prescribed by this Ordinance, deposit or cause to
be deposited the amounts of money specified by this Ordinance. �
(b) The City is duly authorized under the laws of the State of Texas to issue the '
Contractual Obligations; all action on its part for the creation and issuance of the Contractual i
Obligations has been duly and effectively taken; and the Contractual Obligations in the hands of
the Owners thereof are and will be valid and enforceable obligations of the City in accordance =�
with their terms. �
lSection 9.03. Provisions Concerning Federal Income Tax Exclusion. �
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(a) General. The City intends that the interest on the Contractual Obligations be a�
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
S�
witlun its control, that if taken or omitted, respectively, would cause (i) the interest on the F�
Contractual Obligations 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 Contractual Obligation :�
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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 Contractual 3,
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Obligations 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 Pavment and No Private Loan Financin�. The City covenants �
and agrees that it will make such use of the proceeds of the Contractual Obligations, including ;�
interest or other investment income derived from Contractual Obligation 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 Contractual Obligations will not be "private activity
Contractual Obligations" 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 Contractual Obligations are delivered, that the proceeds of the
Contractual Obligations will not be used in a manner that would cause the Contractual
Obligations to be "private activity Contractual Obligations" within the meaning of Section 141
of the Code and the Regulations promulgated thereunder. �
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(c) No Federal Guarantv. 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 Contractual Obligations to be "federally guaranteed" within the meaning of �
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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 Hed�e Contractual Obli atg ions. 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 Contractual Obligations to be "hedge Contractual Obligations"
within the meaning of Section 149(g) of the Code and the applicable Regulations thereunder.
(e) No Arbitra�e. The City covenants and agrees that it will make such use of the
proceeds of the Contractual Obligations, including interest or other investment income derived
from Contractual Obligation proceeds, regulate investments of proceeds of the Contractual
Obligations, and take such other and further action as may be required so that the Contractual
Obligations will not be "arbitrage Contractual Obligations" 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 Contractual Obligations are
delivered, that the proceeds of the Contractual Obligations will not be used in a manner that
would cause the Contractual Obligations to be "arbitrage Contractual Obligations" within the
meaning of Section 148(a) of the Code and the Regulations promulgated thereunder.
(� Arbitrage Rebate. If the City does not qualify for an exception to the �
requirements of Section 148(� 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 Contractual Obligations (within the meaning of Section 148(�(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 Contractual Obligations as may be required
to calculate the amount earned on the investment of the gross proceeds of the Contractual
Obligations separately from records of amounts on deposit in the funds and accounts of the City
allocable to other Contractual Obligation issues of the City or moneys that do not represent gross
proceeds of any Contractual Obligations 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 Contractual Obligations 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 Contractual Obligations, 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 Contractual Obligations 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.
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(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 Contractual Obligations are issued, an information
statement concerning the Contractual Obligations, 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 Contractual Obligations until three years after
the last Contractual Obligation 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 Contractual Obligations by the Internal ;
Revenue Service.
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(i) Registration. The Contractual Obligations will be issued in registered form. �
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(j) Deliberate Actions. The City will not take a deliberate action (as defined in ��
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section 1.141-2(d)(3) of the Regulations) that causes the Contractual Obligations to fail to meet �
any requirement of section 141 of the Code after the issue date of the Contractual Obligations �
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) Continuin� Obli a�. 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 Contractual Obligations for as long as such matters are relevant �
to the exclusion from gross income of interest on the Contractual Obligations 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," to-wit:
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(a) the failure to make payrnent of the principal of or interest on any of the j
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Contractual Obligations when the same becomes due and payable; or :�
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(b) default in the performance or observance of any other covenant, agreement or a
obligation of the City, the failure to perform which materially, 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.
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Section 10.02. Remedies for Default. '
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(a) Upon the happemng of any Event of Default, then and m every case any Owner or ,
an authorized representative thereof, including but not limited to, a trustee or trustees therefor, �
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may proceed against the City for the purpose of protecting and enforcing the rights of the
Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity ,
or at law, in any court of competent jurisdiction, for any relief permitted by law, including the
specific performance of any covenant or agreement contained herein, or thereby to enjoin any act
or thing that may be unlawful or in violation of any right of the Owners hereunder or any
combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Contractual Obligations then outstanding.
Section 10.03. Remedies Not Exclusive. �
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(a) No remedy herein conferred or reserved is intended to be exclusive of any other I
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 Contractual Obligations or now '.�
or hereafter existing at law or in equity; provided, however, that notwithstanding any other j
provision of this Ordinance, the right to accelerate the debt evidenced by the Contractual �
Obligations 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. �
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ARTICLE XI ;�
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DISCHARGE :�
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� Section 11.01. Dischar�e. i
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The Contractual Obligations may be defeased, discharged or refunded in any manner �
permitted by applicable law.
ARTICLE XII
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SALE AND DELIVERY OF THE CONTRACTUAL OBLIGATIONS;
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APPROVAL OF OFFICIAL STATEMENT;
CONTROL AND DELIVERY OF CONTRACTUAL OBLIGATIONS :�
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Section 12.01. Sale of Contractual Obligations; Official Statement. �
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(a) The Contractual Obligations, having been duly advertised and offered for sale at z�
competitive bid, are hereby officially sold and awarded to (the "Purchaser")
for a purchase price equal to the principal amount thereof, plus a cash premium of$ , �
being the bid which produced the lowest true interest cost to the City. The Initial Contractual ��
Obligation shall be registered in the name of the Purchaser or its designee. �
(b) The form and substance of the Preliminary Official Statement, and any addenda, �
supplement or amendment thereto, are hereby in all respects approved and adopted and is hereby ;�
deemed final as of its date within the meaning and for the purposes of paragraph (b)(1) of Rule �
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15c2-12 under the Securities Exchange Act of 1934, as amended. The final Official Statement �
(the "Official Statement") presented to and considered at this meeting is hereby in all respects
approved and adopted and the Mayor and the City Secretary of the City are hereby authorized
and directed to execute the same and deliver appropriate numbers of executed copies thereof to
the Purchaser. The Official Statement as thus approved, executed and delivered, with such �
appropriate variations as shall be approved by the Mayor of the City and the Purchasers, may be '�
used by the Purchaser in the public offering and sale thereof. The City Secretary is hereby �
authorized and directed to include and maintain a copy of the Official Statement and any �
addenda, supplement or amendment thereto thus approved among the permanent records of this �
meeting. The use and distribution of the Preliminary Official Statement, and the preliminary
public offering of the Contractual Obligations by the Purchaser, is hereby ratified, approved and '�
confirmed.
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(c) All officers of the City are authorized to take such actions and execute such ;j
documents, Contractual Obligations and receipts as they may deem necessary and appropriate in �I
order to consummate the delivery of the Contractual Obligations in accordance with the terms of i1
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sale therefor including, without limitation, the Purchase Agreement. Further, in connection with ��
the submission of the record of proceedings for the Contractual Obligations to the Attorney ;�
General of the State of Texas for examination and approval of such Contractual Obligations, 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)
1/lOth of 1% of the principal amount of the Contractual Obligations or(ii) $9,500).
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(d) The obligation of the Purchaser to accept delivery of the Contractual Obligations �
is subject to the Purchaser being furnished with the final, approving opinion of Bracewell & ��
Giuliani LLP, Bond Counsel for the City, which opinion shall be dated as of and delivered on the ::}
Closing Date. �
Section 12.02. Control and Deliverv of Contractual Obli at� ions. �
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(a) The City Manager is hereby authorized to have control of the Initial Contractual �
Obligation 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 of Texas 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 '�
Contractual Obligations shall be made to the Purchaser thereof under and subject to the general
supervision and direction of the City Manager, against receipt by the City of all amounts due to
the City under the terms of sale.
(c) In the event the Mayor, City Secretary or City Manager is absent or otherwise
unable to execute any document or take any action authorized herein, the Mayor Pro Tem, any ��
Assistant City Secretary and any Assistant City Manager, respectively, shall be authorized to �
execute such documents and take such actions, and the performance of such duties by the Mayor
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Pro Tem, the Assistant City Secretary and the Assistant City Manager shall for the purposes of �
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this Ordinance have the same force and effect as if such duties were performed by the Mayor, �
City Secretary and City Manager, respectively. �
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ARTICLE XIII �
CONTINUING DISCLOSURE UNDERTAKING �
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Section 13.01. Annual Reports• �
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(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 G
of the general type included in the final Official Statement, being information described in the �
A�pendix A as Tables numbered 1 through 6 and 8 through 15, 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 c
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. �
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Section 13.02. Notice of Certain Events. �
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(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 Contractual �
Obligations: �
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(i) Principal and interest payment delinquencies; �
(ii) Non-payment related defaults, if material; m'
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(iii) Unscheduled draws on debt service reserves reflecting financial �
difficulties; �
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(iv) Unscheduled draws on credit enhancements reflecting financial �
difficulties; `
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(v) Substitution of credit or liquidity providers, or their failure to perform; �
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(vi) 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
Contractual Obligations, or other material events affecting the tax status of the
Contractual Obligations;
(vii) Modifications to rights of the holders of the Contractual Obligations, if
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(viii) Contractual Obligation calls, if material, and tender offers;
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(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the �
Contractual Obligations, if material; ;
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(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivership or similar event of the City;
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 '
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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 �
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officials or officers in possession but subject to the supervision and orders of a -
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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. i
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(xiii) The consummation of a merger, consolidation, or acquisition involving the ?
City or the sale of all or substantially all of the assets of the City, other than in the
ordinary course of business, the entry into a definitive agreement to undertake such an k
action or the termination of a definitive agreement relating to any such actions, other than
pursuant to its terms, if material; and
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(xiv) Appointment of successor or additional paying agent/registrar or the �
change of name of a paying agent/registrar, if materiaL �
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(d) 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 13.01 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. �o-:
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Section 13.03. 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 Contractual Obligations 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 Contractual �
Obligations no longer to be Outstanding.
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial �
owners of the Contractual Obligations, and nothing in this Article, express or implied, shall give �
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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 d
_ 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 Contractual Obligations at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER �
OR BENEFICIAL OWNER OF ANY CONTRACTUAL OBLIGATION OR ANY OTHER `
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PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN �
PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT �
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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.
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(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.
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(e) The provisions of this Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal requirements, a change in law, �
or a change in the identity, nature, status, or type of operations of the City, but only if(1) the �
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provisions of this Article, as so amended, would have permitted an underwriter to purchase or �
sell Contractual Obligations in the primary offering of the Contractual Obligations in compliance ;f
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 Contractual �
Obligations consent to such amendment or (B) a person that is unaffiliated with the City (such as �
nationally recognized Contractual Obligation counsel) determines that such amendment will not
materially impair the interests of the Owners and beneficial owners of the Contractual
Obligations. If the City so amends the provisions of this Article, it shall include with any
amended financial information or operating data next provided in accordance with Section 13.01
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. A
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ARTICLE XIV �
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AMENDMENTS; ATTORNEY GENERAL MODIFICATION �
Section 14.01. Amendments.
This Ordinance shall constitute a contract with the Owners, be binding on the City, and
shall not be amended or repealed by the City so long as any Contractual Obligation remains
outstanding except as permitted in this Section. The City may, without consent of or notice to
any Owners, from time to time and at any time, amend this Ordinance in any manner not '•'
detrimental to the interests of the Owners, including the curing of any ambiguity, inconsistency,
or formal defect or omission herein. In addition, the City may, with the written consent of the
Owners of the Contractual Obligations holding a majority in aggregate principal amount of the
Contractual Obligations then outstanding, amend, add to, or rescind any of the provisions of this �
Ordinance; provided that, without the consent of all Owners of outstanding Contractual
Obligations, no such amendment, addition, or rescission shall (i) extend the time or times of �
payment of the principal of and interest on the Contractual Obligations, reduce the principal '�
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amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify �'
the terms of payment of the principal of or interest on the Contractual Obligations, (ii) give any
preference to any Contractual Obligation over any other Contractual Obligation, or (iii) reduce �
the aggregate principal amount of Contractual Obligations required to be held by Owners for �
consent to any such amendment, addition, or rescission. t
ARTICLE XV
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MISCELLANEOUS MATTERS
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Section 15.01. Attorney General Modification. �
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In order to obtain the approval of the Contractual Obligations by the Attorney General of
the State of Texas, any provision of this Ordinance may be modified, altered or amended after
the date of its adoption if required by the Attorney General in connection with the Attorney
General's examination as to the legality of the Contractual Obligations and approval thereof in �
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accordance with the applicable law. Such changes, if any, shall be provided to the City Secretary `
and the City Secretary shall insert such changes into this Ordinance as if approved on the date �
hereof.
Section 15.02. Partial Invaliditv. �
If any section, paragraph, clause or provision of this Ordinance shall for any reason be
held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, �
clause or provision shall not affect any of the remaining provisions of the Ordinance.
Section 15.03. No Personal Liabilitv.
No recourse shall be had for payment of the principal of or interest on any Contractual
Obligations or for any claim based thereon, or on this Ordinance, against any official or
employee of the City or any person executing any Contractual Obligations.
ARTICLE XVI
EFFECTIVE IMMEDIATELY
Section 16.01. Effectiveness.
This Ordinance shall take effect immediately from and after its passage and publication
in accordance with Section 1201.028 Texas Government Code, as amended.
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PRESENTED, FINALLY PASSED AND APPROVED, AND EFFECTIVE on the lst ;
day of December, 2015, by a vote of ayes and nays at a regular meeting of the City �;�
Council of the City of Grapevine, Texas.
By:
Mayor, City of Grapevine, Texas
ATTEST:
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City Secretary, City of Grapevine, Texas
APPROVE AS TO FORM:
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City Attorney, City of Grapevine, Texas
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Signature Page to Ordinance Authorizing Issuance of
" Public Property Finance Contractual Obligations
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EXHIBIT A f
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION �
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The following information is referred to in Article XIII of this Ordinance.
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Annual Financial Statements and Operating Data ;
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The financial information and operating data with respect to the City to be provided �
annually in accordance with Section 13.01 are as specified (and included in the Appendix or �
other headings of the Official Statement referred to)below: �
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1. The financial statements of the City, including but not limited to the portion �
thereof appended to the Official Statement as Appendix B, but for the most recently concluded ;
fiscal year. �
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2. Statistical and financial data set forth in Tables 1-6 and 8-15, inclusive. �
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Accounting Principles r
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The accounting principles refened to in such Section 13.01 are the accounting principles �
described in the notes to the financial statements referred to in Paragraph 1 above. "
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