HomeMy WebLinkAboutORD 2005-043 BOND ORDINANCE NO. zoa5-43
relating ta
$12,920,000
CITY QF GRAPEVINE, T�XAS
GENERAL OBLIGATION REFUNL7ING BONDS �
SERIES 2005
Adopted: June 21, 2005
Dated: June 15, 2005
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TABLE OF CONTENTS
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ARTICLE I
DEFINITICINS AND (7THER PRELIMINARY MATTERS
Section1.01. Definitions...............................................................................................................2
Section1.02. Findings........................................:................... ...................................................4
Section 1.03. Table of Contents, Titles and Headings..................................................................4
Section1.04. Interpretation...........................................................................................................4
ARTICLE II � �
SEGURITY FOR THE B4NDS; INTEREST AND SINKING FUND
Section2.01. Tax Levy.................................................................................................................4
Section 2.02. Interest and Sinking Fund .......................................................................................5
ARTICLE IiI
AUTHt�R�ZA.TION; GENERA.L TERMS AND PRCl'�ISIONS
REGARDING THE BONDS
Section3.01. Authorization...........................................................................................................5
Sectian 3.02. Date, Denominatian, Maturities and Interest..........................................................6
Section 3.03. 1Vledium, Method and Place of Payment.................................................................6
Section 3.04. Execution and Registration of Bonds......................................................................7
Scction3.05. Ownership ...............................................................................................................8
Section 3.Ob. Registration,Transfer and Exchange......................................................................9
Section3.07. Cancellation.............................................................................................................9
Section 3.08. Temparary Bands....................................................................................................9
Section 3.09. Replacement Bands............................................................................................... 10
Sectian 3.10. Baok-Entry-Or��y System.....................................
.................................................
Section 3.11. Successor Secu:rities Depository; Transfer 4utside Book-Entry Only System..... 12
Section 3.12. Payments ta Cede&Co........................................................................................12
ARTICLE IV
REDEMPTIC}N OF BONDS BEFORE MATURITY
Section 4.01. Limitatian on Redemption.................................................................................... l2
Section 4.02. Optional Redemption............................................................................................ 13
Sectian 4.03. Partial Redemption................................................................................................ 13
- Section 4.04. Notice ofRedemption to Owners.......................................................................... 13
Section 4.05. Payment Upon Redemption .................................................................................. 14
.�,, Section 4.06. Effect of Redemption............................................................................................ 14
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ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar.................................................... 14
Section 5.02. Qualifications........................................................................................................ 14
Section 5.03. Maintaining Paying Agent/Registrar..................................................................... 14
Section5.04. Termination........................................................................................................... 15
Section 5.05. Notice of Change to Owners................................................................................. 15
Section 5.06. Agreement to Perform Duties and Functions........................................................ 15
Section 5.07. Delivery of Records to Successor......................................................................... 15
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generally..................................................................................................... 15
Section 6.02. Form of the Bonds................................................................................................. 16
Section 6.03. CUSIP Registration.......................................................................:.......................22
Section6.04. Legal Opinion........................................................................................................22
Section 6.05. Statement of Insurance..........................................................................................22
AD TICLE�J�I
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds, Official Statement.........................................................................22
Section 7.02. Control and Delivery of Bonds .............................................................................23
Section 7.03. Deposit of Proceeds...............................................................................................23
Section 7.04. Security of Funds ..................................................................................................24
ARTICLE VIII
1NVESTMENTS
Section8.01. Investments............................................................................................................24
Section 8.02. Investment Income......................................:.........................................................24
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Bonds ...........................................................................................24
Section 9.02. Other Representations and Covenants...................................................................25
Section 9.03. Provisions Concerning Federal Income Tax Exclusion........................................25
�� =y Section 9.04. No Private Use or Pa ent and No Private Loan Financin ........25
Ym g........................
Section 9.05. No Federal Guaranty.............................................................................................26
__- � Section 9.06. Bonds are not Hedge Bonds............................ 26
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Section 9.07. No-Arbitrage Covenant.........................................................................................26
Section9.08. Arbitrage Rebate ...................................................................................................26
Section 9.09. Information Reporting.........................................................:.................................27
Section 9.10. Continuing Obligation...........................................................................................27
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default...................................................................................................27
Section 10.02. Remedies for Default ............................................................................................27
Section 10.03. Remedies Not Exclusive.......................................................................................28
ARTICLE XI
DISCHARGE
Section11.01. Discharge..:............................................................................................................28
ARTICLE XII
CONTINUlNG DISCLOSURE UNDERTAKING
Section 12.01. Annual Reports......................................................................................................28
Section 12.02. Material Event Notices..........................................................................................29
Section 12.03. Limitations, Disclaimers and Amendments..........................:...............................29
ARTICLE XIII
REDEMPTION OF OBLIGATIONS; APPROVAL OF ESCROW AGREEMENT;
PURCHASE OF ESCROWED SECURITIES
Section 13.01. Redemption of Refunded Obligations...................................................................31
Section 13.02. Subscription of Federal Securities.........................................................................31
Section 13.03. Approval of Escrow Agreement............................................................................31
Section 13.04. Notice of Deposit..................................................................................................31
ARTICLE XIV
iNSURANCE PROVISIONS
Section 14.01. Municipal Bond Insurance....................................................................................31
Section 14.02. Payments Under Municipal Bond Insurance Policy.............................................32
Schedule I— Schedule of Refunded Obligations
Exhibit A - Description of Annual Disclosure of Financial Information....................................A-1
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ORUINANCE NO. 2005-43
AN ORDINANCE PROVIDING Fl"�R THE ISSUANCE OF CITY OF
GR.APE�rINE, TEXAS GENERAL OBLIGATIQN R�FUNDING BONDS,
SERIES 2005, IN THE AGGREGATE PRINCIPAL AMOLJNT OF $11,920,000;
� LEVYING A TAX IN PAY�r1ENT THEREC}F; PRESCRIBING THE FC?R.IvI QF
SAID BONDS; APPROVING THE OFFICIAL STATEMENT; APPROVING
EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT
ANU AN ESCROW AGREEMENT; AND ENACTINC OTHER PROVISIONS
RELATING THEIZE'�'O;
WHEREAS;there are presently outstanding certain obligations of the City of�rapevine,
Texas (the "City"), which are secured by and payable from ad valorem taltes levied on prop�:rty
wiLhin the City in an amount sufficient to pay princ�pal of and interest on s�ch bands as they
become due within the limits prescribed by law; and
WHEREAS, the City now desires to refund such obligations described on Schedule I
hereto (such Refunded Obligations to be hereinafter referred to as the "Refunded Obligations"};
and �
UTHEREAS, Chapter 1207, Texas Gav�rnrnent Cade, authorizes the City to issue
refunding bonds and ta deposit the proceeds fram the sale thereof, and any other available funds
oz resat�rces, directiy with a place of payment{paying agent} for the Refunded Ob�igatians, and
such deposit, if rnade befare such payment dates, sha11 constitute the making of firm banking and
financial arrangements for the discharge and final payznent af the Refunded t�bligatians; and
WHEREAS, Chapter 1207 fi�rther authorizes the City to enter into an escrow agreement .
with a.t1y paying agent far the Refunded Obligations with respect to the safekeeping, investment,
reinvestment, administration and disposition of any such deposit,upon such terms and conditions
as the City and such paying agent may agree, provided that such depasits nn.ay be invested and
reinvested only in direct obligations of the United States of America, includ�ng obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America, and which shall mature and bear interest payable at such�imes and in such amounts as
will be sufficient to provide for the scheduled payment or prepayment of the Refunded
Obligations; and
� WHEREAS, JPMorgan Chase Bank, Na�ional Association is a paying agent for one or
more se�ies of the Refunded Obligations and the Escraw Agreement hereinafter authorized
constitutes an escrow agreement of the kiixd authorized and perix�itted by said Chapter 1207; and
WHEREAS; the City Council of the City hereby finds and determines that refunding the
Refunded Obligations for the purpose of achieving a grass debt service savings of appraa�imateiy
$114,949:11 and. a net present value debt service savings of approximately $4Q$,244.94 with
respect ta the Refunded qbligatians is in the best interest of the citizens of the City; and
WHEREAS, the City Councii has found and determined that it is necessary and in the
� best interest of the Gity and its citizens that it authorize by this Ordinance the issuance and
delivery of its bonds in a single series at this time; and
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WHEREAS, it is officially found, determined and declared that the meeting at which this
Ordinance has been adopted was open to the public as required by law, and the public notice of
the time, place and purpose of said meeting was given as required by Chapter 551, Texas
- Government Code, as amended; therefare
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE,
TEXAS:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in
this Ordinance, the following terms shall have the meanings specified below:
"Bond"means any of the Bonds.
� "Bond Date" means the date designated as the date of the Bonds by Section 3.02(a) of
this Ordinance.
"Bonds" means the City's bonds authorized to be issued by Section 3.01 of this
Ordinance and designated as "City of Grapevine, Texas, General Obligation Refunding Bonds,
Series 2005."
"Business Day" means a day that is not a Saturday, Sunday, legal holiday or other day on
which banking institutions in the city where .the Designated Payment/Transfer Office is located
are required or authorized by law or executive order to close.
"City"means the City of Grapevine, Texas.
"Closing Date"means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
"Designated PaymenUTransfer Office" means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Dallas, Texas, 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.
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"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.
"Escrow Agent"means JPMorgan Chase Bank, National Association, or its successors or
assigns.
"Escrow AgreemenY' means that certain Escrow Agreement, dated as of June 15, 2005,
between the City and the Escrow Agent.
"Escrow Fund"means the fund by that name established in the Escrow Agreement.
"Event of DefaulY' means any event of default as defined in Section 10.01 of this
Ordinance.
"Initial Bond"means the Initial Bond authorized by Section 3.04(d)of this Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund established by
Section 2.02 of this Ordinance.
"Interest Payment Date" means the date or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
February 15 and August 15, commencing August 15, 2005.
"MSRB"means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
"Paying Agent/Registrar" means initially JPMorgan Chase Bank, National Association,
or any successor thereto as provided in this Ordinance.
"Record Date" means the last Business Day of the month next preceding an Interest
Payment Date.
"Register"means the bond register specified in Section 3.06(a) of this Ordinance.
"Representations Letter" means the Blanket Letter of Representations previously
executed by the City and DTC and on file with DTC.
"SEC"means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer or agency thereof, as and determined by the SEC or its staff to be a state information
��-= depository within the meaning of the Rule from time to time.
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"Special Payment Date"means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date"means the Special Record Date prescribed by Section 3.03(b).
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of principal of, redemption premium, if any, or interest on the Bonds as the same come
due and payable or money set aside for the payment of Bonds duly called for redemption prior to
maturity.
"Underwriters" mean Southwest Securities, SAMCO Capital Markets and A.G.
Edwards & Sons, as underwriters of the Bonds pursuant to that certain Bond Purchase
Agreement approved in Section 7.01 hereof.
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
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.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.01. Tax Levv.
(a) Pursuant to the authority granted by the Texas Constitution and the laws of the
State of Texas, there is hereby levied for the current year and for each succeeding year hereafter
while any of the Bonds or any interest thereon is outstanding and unpaid, an ad valorem tax on
3 , each one hundred dollars' valuation of taxable property within the City, at a rate sufficient,
within the limit prescribed by law, to pay the debt service requirements of the Bonds, being (i)
�;�
the interest on the Bonds, and (ii) a sinking fund for their redemption at maturity or a sinking
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fund of 2% per annum (whichever amount is greater), when due and payable, full allowance
being made for delinquencies and costs of collection.
� ` (b) The ad valorem tax thus levied shall be assessed and collected each year against
all property appearing on the tax rolls of the City most recently approved in accordance with law
and the money thus collected shall be deposited as collected to the Interest and Sinking Fund.
(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and
committed irrevocably to the payment of the principal of and interest on the Bonds when and as
due and payable in accordance with their terms and this Ordinance.
(d) To the extent the City has available funds which may be lawfully used to pay debt
service on the Bonds and such funds are on deposit in the Interest and Sinking Fund in advance
of the time when the City Council of the City is scheduled to set a tax rate for any year, then such
tax rate which would otherwise be required to be established pursuant to subsection (a) of this
Section may be reduced to the extent and by the amount of such funds in the Interest and Sinking
Fund.
(e) 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 r�ay be sus�ended cr apyropriately reduc�d, as the facts may permit. Ir� detenninir�g the
aggregate principal amount of outstanding Bonds, there shall be subtracted the amount of any
Bonds that have been duly called for redemption and for which money has been deposited with
the Paying Agent/Registrar for such redemption.
Section 2.02. Interest and Sinking Fund.
(a) The City hereby establishes a special fund or account, to be designated the "City
of Grapevine, Texas General Obligation Refunding Bonds, Series 2005, Interest and Sinking
Fund," said fund to be maintained at an official depository bank of the City separate and apart
from all other funds and accounts of the City.
(b) Money on deposit in or required by this Ordinance to be deposited to the Interest
and Sinking Fund shall be used solely for the purpose of paying the interest on and principal of
the Bonds when and as due and payable in accordance with their terms and this Ordinance.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01. Authorization.
The City's bonds to be designated "City of Grapevine, Texas General Obligation
Refunding Bonds, Series 2005," are hereby authorized to be issued and delivered in accordance
�..�� with Tex. Const. art. XI, Sec. 5, Chapter 1207 Texas Government Code, as amended, and
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. Section 9.26 of the City's Home-Rule Charter. The Bonds shall be issued in the aggregate
principal amount of$11,920,000, for the purpose of providing funds to (i) refund the Refiznded
Obligations, and (ii)pay the costs of issuing the Bonds.
Section 3.02. Date, Denomination, Maturities and Interest.
(a) The Bonds shall be dated June 15, 2005. The Bonds shall be in fully registered
form, without coupons, in the denomination of$5,000 or any integral multiple thereof; and shall
be numbered separately from one upward, except the Initial Bond, which shall be numbered T-1.
(b) The Bonds shall mature on February 15 in the years and in the principal amounts
set forth in the following schedule:
Serial Bonds
Maturity Principal Interest Maturity Principal Interest
�Februarv 15� Amount Rate (Februarv 15) Amount Rate
2007 $100,000 3.00% 2015 $1,375,000 4.00%
2008 105,000 3.00% 2016 1,445,000 5.00%
2009 105,000 3.10% 2017 1,515,000 5.00%
2010 110,000 3.25% 2018 1,600,000 5.00%
2Q11 115,OOQ 3.35% 2019 1,69Q,C00 5.00%
2012 120,000 3.50% 2020 1,065,000 5.00%
2013 125,000 3.50% 2021 1,125,000 4.35%
2014 1,325,000 4.00%
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or
prior redemption, from the later of the Bond Date or the most recent Interest Payment Date to
which interest has been paid or provided for at the rates per annum for each respective maturity
specified in the schedule contained in subsection (b) above. Such interest shall be payable
semiannually commencing on August 15, 2005, and on each February 15 and August 15
thereafter until maturity or prior redemption. Interest on the Bonds shall be calculated on the
basis of a 360-day year composed of 12 months of 30 days each.
Section 3.03. Medium. Method and Place of Pavment.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in
lawful money of the United States of America.
(b) Interest on the Bonds shall be payable to the Owners as shown in the Register at
the close of business on the Record Date; provided, however, in the event of nonpayrnent 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
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class, postage prepaid, to the address of each Owner of a Bond appearing on the Register at the
close of business on the last Business Day next preceding the date of mailing of such notice.
(c) Interest shall be paid by check, dated as of and mailed on the Interest Payrnent
Date, and sent by the Paying Agent/Registrar to each Owner, first class United States mail,
postage prepaid, to the address of each Owner as it appears in the Register, or by such other
customary banking arrangement acceptable to the Paying AgendRegistrar and the Owner;
provided, however, that the Owner shall bear all risk and expense of such other banking
arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds,
interest may be paid by wire transfer to the bank account of such Owner on file with the Paying
Agent/Registrar.
(d) The principal of each Bond shall be paid to the Owner on the due date thereof
(whether at the maturity date or the date of prior redemption thereo� upon presentation and
surrender of such Bond at the Designated Payrnent/Transfer Office of the Paying
Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
Designated Payment/Transfer Office is located are required or authorized by law or executive
order to close, the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized
to close, and payment on such date shall have the same force and effect as if made on the original
date payment was due and no additional interest shall be due by reason of nonpayment on the
date on which such payment is otherwise stated to be due and payable.
(fl Unclaimed Payments shall be segregated in a special escrow account and held in
trust, uninvested by the Paying Agent/Registrar, for the account of the Owners of the Bonds to
which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, any
Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after
the applicable payment or redemption date shall be applied to the next payment or payments on
the Bonds thereafter coming due and, to the extent any such money remains after the retirement
of all outstanding Bonds, shall be paid to the City to be used for any lawful purpose. Thereafter,
neither the City, the Paying Agent/Registrar nor any other person shall be liable or responsible to
any Owners of such Bonds far any further payment of such unclaimed moneys or on account of
any such Bonds, subject to Title 6 of the Texas Property Code, any applicable escheat law or
similar.
Section 3.04. Execution and Reg,istration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and the City
Secretary, by their manual or facsimile signatures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of said
officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of
the City had been manually impressed upon each of the Bonds.
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(b) In the event that any officer of the City whose manual or facsimile signature
appears on the Bonds ceases to be such officer before the authentication of such Bonds or before
the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient
y for all purposes as if such officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or beriefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly
authenticated by manual execution by an officer or duly authorized signatory of the Paying
Agent/Registrar. It shall not be required that the same officer or authorized signatory of the
Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In
lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond
delivered at the Closing Date shall have attached thereto the Comptroller's Registration
Certificate substantially in the form provided herein, manually executed by the Comptroller of
Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be
evidence that the Bond has been duly approved by the Attorney General of the State of Texas
and that it is a valid and binding obligation of the City, and has been registered by the
Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Bond representing the entire principal amount of
all Bonds, payable in stated installments to the initial purchaser, or its designee, executed
manually or by facsimile by the Mayor and City Secretary of the City, approved by the Attorney
General, and registered and manually signed by the Comptroller of Public Accounts, will be
delivered to the initial purchaser or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser one
registered definitive Bond for each year of maturity of the Bonds in the aggregate principal
amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of
DTC.
Section 3.05. Ownershin.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of
making and receiving payrnent of the principal thereof and redemption premium, if any, thereon,
for the further purpose of making and receiving payment of the interest thereon, and for all other
purposes (except interest will be paid to the person in whose name such bond is registered on the
Record Date or Special Record Date, as applicable), whether or not such Bond is overdue, and
neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the
contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent
of the sums paid.
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Section 3.06. Registration, Transfer and Exchan�e.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
` Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and
surrender of the Bond at the Designated Payment/Transfer Office with such endorsement or
other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any
Bond shall be effective until entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at
the Designated Payment/Transfer Office for a Bond or Bonds of the same maturity and interest
rate and in any denomination or denominations of any integral multiple of $5,000 and in an
aggregate principal amount equal to the unpaid principal amount of the Bonds presented for
exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Bonds
exchanged for other Bonds in accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of
which such exchatlge Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration,
subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying
Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection with the registration,
transfer or exchange of a Bond.
(fl Neither the City nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond called for redemption, in whole or in part, within 45 calendar
days prior to the date fixed for redemption; provided, however, such limitation shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.07. Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this
Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds axe
authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper
records shall be made regarding such payment, redemption, exchange or replacement. The
Paying Agent/Registrar shall dispose of cancelled Bonds in accordance with the Securities
Exchange Act of 1934.
Section 3.08. Temporar B� onds.
(a) Following the delivery and registration of the Initial Bond and pending the
;��� preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's
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request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Bonds in lieu of which they are
delivered, without coupons, and with such appropriate insertions, omissions, substitutions and
other variations as the officers of the City executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying AgentlRegistrar the Bonds in definitive form; thereupon, upon the presentation and
surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying
Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in
exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized
denomination, and in the same aggregate principal amount, as the Bonds in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
Section 3.09. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, ine Faying �igent/Registrar sha11 authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
" a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a
number not contemporaneously outstanding,provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
AgendRegistrar to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
�.�
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(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payrnent such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
+ replacement Bond from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the
Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully
taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Bond, may pay such Bond if it has become due and
payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute
an original additional contractual obligation of the City and shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.10. Book-Entr�YSvstem.
(a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds,
the Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The definitive
Bonds shall be iniiially issued in the form oi a single separate bond for each of the maturities
thereof.
(b) With respect to Bonds registered in the name of Cede& Co., as nominee of DTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Eaying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede& Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as
shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payrnent to any DTC Participant or any other person, other than an
Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or
interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the
City and the Paying AgenURegistrar shall be entitled to treat and consider the person in whose
name each Bond is registered in the Register as the absolute owner of such Bond for the purpose
of payment of principal of, premium, if any, and interest on the Bonds, for the purpose of giving
notices of redemption and other matters with respect to such Bond, for the purpose of registering
transfer with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or
upon the order of the respective Owners as shown in the Register, as provided in this Ordinance,
or their respective attorneys duly authorized in writing, and all such payments shall be valid and
,_ _ effective to fully satisfy and discharge the City's obligations with respect to payment of,
premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person
� � other than an Owner, as shown in the Register, shall receive a certificate evidencing the
Dallas 976296_1.DOC
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obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
„ determined to substitute a new nominee in place of Cede & Co., the word "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(c) The Representations Letter previously executed and delivered by the City, and
applicable to the City's obligations delivered in book-entry-only form to DTC as securities
depository, is hereby ratified and approved for the Bonds.
Section 3.11. Successor Securities Depository; Transfer Outside Book-Entrv Onlv
S- s�•
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Representations Letter of the City
to DTC, and that it is in the best interest of the beneficial owners of the Bonds that they be able
to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the
City shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants
of the availability through DTC of certificated Bonds and cause the Paying Agent/Registrar to
transfer one or more separate registered Bonds to DTC Participants having Bonds credited to
their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in
the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name
of the successor securities depository, or its nominee, or in whatever name or names Owners
transferring or exchanging Bonds shall designate, in accordance with the provisions of this
Ordinance.
Section 3.12. Pavments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bonds are registered in the name of Cede& Co., as nominee of DTC, all payments with respect
to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the Representations
Letter of the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01. Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in
this Article IV.
Dallas 976296_1.DOC
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. Section 4.02. Optional Redemption.
(a) The City reserves the option to redeem Bonds maturing on and after February 15,
2016 in whole ar any part, before their respective scheduled maturity dates, on February 15,
2015 or on any date thereafter, such redemption date or dates to be fixed by the City, at a price
equal to the principal amount of the Bonds called for redemption plus accrued interest to the date
fixed for redemption.
(b) If less than all of the Bonds are to be redeemed pursuant to an optional
redemption, the City shall determine the maturity or maturities and the amounts thereof to be
redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions
thereof, within such maturity or maturities and in such principal amounts for redemption.
(c) The City, at least 45 days before the reclemption date, unless a shorter period shall
be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such
redemption date and of the principal amount of Bonds to be redeemed.
Section 4.03. Partial Redemption.
(a) A portion of a single Bond of a denomination greater than $5,000 may be
redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If
such a Bond is to be partially redeemed, the Paying AgendRegistrar shall treat each $5,000
portion of the Bond as though it were a single Bond for purposes of selection ior redemption.
(b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar,
in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange
Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond 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 Bond as to which only a portion thereof is to be
redeemed.
Section 4.04. Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by first class United States mail, postage prepaid, not less than 30 days before the
date fixed for redemption, to the Owner of each Bond (or part thereo fl to be redeemed, at the
address shown on the Register at the close of business on the Business Day next preceding the
date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed.
m (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.
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Section 4.05. Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
`�' �y' Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying AgentlRegistrar
from the City and shall use such funds solely for the purpose of paying the principal of,
redemption premium, if any, and accrued interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redernption at the
Designated PaymendTransfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on
such Bond to the date of redemption from the money set aside for such purpose.
Section 4.06. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.04 of this
Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on
the date fixed for redemption and, unless the City defaults in its obligation to make provision for
the payrnent of the principal thereof, redemption premium, if any, or accrued interest thereon,
such Bonds or portions thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bonds are presented and surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond until due provision is made for the payment of same by the
City.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paving A eg n� 'strar.
JPMorgan Chase Bank, National Association, Dallas, Texas, is hereby appointed as the
initial Paying Agent/Registrar for the Bonds.
Section 5.02. Oualifications.
Each Paying AgenURegistrar shall be a commercial bank, a trust company organized
under the laws of the State of Texas, or any other entity duly qualified and legally authorized to
serve as and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.03. Maintaining Paving Agent/Re is� trar.
. (a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby
��,p:� authorized and directed to execute an agreement (the "Paying Agent/Registrar AgreemenY'), in
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the form presented at this meeting, with the Paying Agent/Registrar specifying the duties and
responsibilities of the City and the Paying Agent/Registrar. The signature of the Mayor shall be
attested by the City Secretary of the City.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement.
Section 5.04. Termination.
The City, upon not less than 60 days notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
Section 5.05. Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each Owner by first class United States mail, postage
prepaid, at the address in the Register, stating the effective date of the change and the name and
mailing address of the replacement Paying Agent/Registrar.
Section 5.06. A�reement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the
provisions of this Ordinance and that it will perform the duties and functions of Paying
Agent/Registrar prescribed thereby.
Section 5.07. Deliverv of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the Register (or a copy thereo fl and all other pertinent
books and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generallv.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public
Accounts of the State of Texas, the Certificate of the Paying AgenURegistrar, and the
Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in
this Article, with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks
of identification (including identifying numbers and letters of the Committee on Uniform
� Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of counsel) thereon as, consistently
���.a,�
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herewith, may be determined by the City ar by tlie officers executing such Bonds, as evidenced
by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Bonds.
° (c) The definitive Bonds shall be typewritten, photocopied, printed, lithographed, or
engraved, and may be produced by any combination of these methods or produced in any other
similar manner, all as determined by the officers executing such Bonds, as evidenced by their
execution thereof.
(d) The Initial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.02. Form of the Bonds.
The form of the Bond, including the form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as
follows:
��,�
Dallas 976296_I.DOC
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(a) Form of Bond.
REGISTERED REGISTERED
No. $
United States of America
State of Texas
County of Tarrant
CITY OF GRAPEVINE, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2005
1NTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:
% February 15, June 15, 2005
The City of Grapevine (the "City"), in the County of Tarrant, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provided for, and to pay interest on such principal amount from
the later of the Bond Date specified above or the most recent interest payment date to which
interest has been paid or provided for until payment of such principal amount has been paid or
provided for, at the per annum rate of interest specified above, computed on the basis of a 360-
day year of twelve 30-day months, such interest to be paid semiannually on February 15 and
August 15 of each year, commencing August 15, 2005.
The principal of this Bond shall be payable without exchange or collection charges in
lawful money of the United States of America upon presentation and surrender of this Bond at
the designated office in Dallas, Texas (the "Designated Payment/Transfer Office"), of JPMorgan
Chase Bank, National Association, as initial Paying Agent/Registrar, or, with respect to a
successor paying agenUregistrar, at the Designated Payment/Transfer Office of such successor.
Interest on this Bond is payable by check dated as of the interest payment date, and will be
mailed by the Paying Agent/Registrar to the registered owner at the address shown on the
registration books kept by the Paying Agent/Registrar or by such other customary banking
arrangement acceptable to the Paying Agent/Registrar and the registered owner; provided,
however, such registered owner shall bear all risk and expense of such other banking
arrangement. At the option of the Owner of at least $1,000,000 principal amount of the Bonds,
- - interest may be paid by wire transfer to the bank account of such Owner on file with the Paying
Agent/Registrar. For the purpose of the payment of interest on this Bond, the registered owner
�:,.,., shall be the person in whose name this Bond is registered at the close of business on the "Record
Dallas 976296 1.DOC
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Date," which shall be the last Business Day of the month next preceding such interest payment
date; provided, however, in the event of nonpayment of interest on a scheduled 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 date shall be
15 days after the Special Record Date) shall be sent at least five Business Days prior to the
Special Record Date by United States mail, first class, postage prepaid, to the address of each
Owner of a Bond appearing on the books of the Paying Agent/Registrar at the close of business
on the last Business Day next preceding the date of mailing of such notice.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Designated
Payment/Transfer Office is located are required or authorized by law or executive order to close,
the date for such payment shall be the next succeeding day which is not a Saturday, Sunday,
legal holiday, or day on which banking institutions are required or authorized to close, and
payment on such date shall have the same force and effect as if made on the original date
payment was due and no additional interest shall be due by reason of nonpayment on the date on
which such payrnent is otherwise stated to be due and payable.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in
the aggregate principal amount of $11,920,000 (herein referred to as the "Bonds"), issued
pursuant to a certain ordinance of the City (the "Ordinance") for the purpose of providing funds
to refund certain outstanding obligations of the City, and to pay the costs of issuing the Bonds.
The City has reserved the option to redeem the Bonds maturing on or after February 15,
2016, in whole or in part, before their respective scheduled maturity dates, on February 15, 2015,
or on any date thereafter, at a price equal to the principal amount of the Bonds so called for
redemption plus accrued interest to the date fixed for redemption. If less than all of the Bonds
are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof
to be redeemed and shall direct the Paying Agent/Registrar to call by lot or other customary
method that results in a random selection the Bonds, or portions thereof, within such maturity
and in such principal amounts, for redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of
each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or
portions thereof designated for redemption shall become due and payable on the redemption date
specified in such notice; from and after such date, notwithstanding that any of the Bonds or
portions thereof so called for redemption shall not have been surrendered for payrnent, interest
on such Bonds or portions thereof shall cease to accrue.
As provided in the Ordinance, and subject to certain limitations therein set forth, this
Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer
Office with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar; thereupon, one or more new fully registered Bonds of the same stated maturity,
a�.,: .
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of authorized denominations, bearing the same rate of interest, and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within
45 calendar days of the date fixed for redemption; provided, however, such limitation shall not
be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Bond is registered on the
Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the
City nor the Paying Agent/Registrar shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, form and manner, as required by law; and that ad
valorem taxes upon all taxable property in the City have been levied for and pledged to the
payment of the debt service requirements of the Bonds, within the limit prescribed by law; that
when so collected, such taxes shall be appropriated to such purpose; and that the total
indebtedness of the City, including the Bonds, does not exceed any constitutional or statutory
limitation.
IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual
or facsimile signature of the Mayor of the City and countersigned by the manual or facsimile
signature of the City Secretary of the City, and the official seal of the City has been duly
impressed or placed in facsimile on this Bond.
City Secretary, Mayor,
City of Grapevine, Texas City of Grapevine, Texas
[SEAL]
��,,,�
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(b) Form of Com�troller's Registration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive
Bonds if such certificate on the Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOLTNTS § REGISTER NO.
' OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, that he finds that it has been issued in conformity with the Constitution and laws of the
State of Texas, and that it is a valid and binding obligation of the City of Grapevine, Texas, and
that this Bond has this day been registered by me.
Witness my hand and seal of office at Austin, Texas,
Comptroller of Public Accounts
of the State of Texas
[SEAL]
` (c) Form of Certificate of Paying A en�t/Re is�trar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the executed Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Bond of this series of
bonds was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas, and that this is one of the Bonds referred
to in the within-mentioned Ordinance.
JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION,
as Paying Agent/Registrar
Dated: By:
Authorized Signatory
E�,:,.:�
Dallas 976296_1.DOC
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(d) Form of Assi ent.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within Bond and all
rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration hereof, with full power of
substitution in the premises.
Dated: �
NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular and must
be guaranteed in a manner acceptable to the
Paying Agent/Registrar.
Signature Guaranteed By:
Authorized Signatory
(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words "As shown
below" and the words "CUSIP NUMBER:" shall be deleted;
(ii) in the first paragraph of the Bond, the words "on the Maturity Date
specified above" shall be deleted and the following will be inserted: "on February 15 in
each of the years, in the principal installments and bearing interest at the per annum rates
in accordance with the following schedule:
Years Principal Installments Interest Rates
(Information to be inserted from
" schedule in Section 3.02 of this Ordinance)
� (iii) the Initial Bond shall be numbered T-1. �
Dallas 976296_1.DOC
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Section 6.03. CUSIP Re i�•stration.
The City may secure identification numbers through the CLTSIP Service Bureau Divisian
` ' of Standard&Poor's Corporation,New York,New York, and may authorize the printing af such
numbers an the face of the Bonds. It is expressly provided, however, that the presence ar
absence of CUSIP numbers on the Bonds shal� be of no significance ar effect as regards the
legality thereof and neither the City nar the attorneys approving said Bands as to legality are to
be held zesponsible for CUSIP numbers incorrectly printed on the I3onds.
Section b.04. Lega1 Opinion.
The approving legal opinion of Virzson& Elkins L.L.P., Bond Caunsel, may be printed
on the reverse side af or attached to each Bond over the certificatian of the City Secretary of the
City,which may be executed in facsimile.
Sectian 6.05. Sta#ement af Insurance.
A statement relating to a municipal band insurance policy, if any, to be issued for the
Bonds may be printed on or attached to each Bond.
ARTICLE VII
SALE ANI}DELIVERY OF BOI�TDS, LIEPOSIT OF PP.QCEEDS
Section 7.01. Sale of Bonds Official Statement.
{a} The Bands are hereby afficiatly sold and awarded and shail be delivered to the
Underwriters, in accordance with the terms and pravisions of that certain Bond Purchase
Agreement relating to the Bonds between the City and the Underwriters and dated the date af the
passage af this Ordinance. The form and content of such Band Pu.rchase Agreement are hereby
approved, and the Mayar is hereby authorized and direc#ed ta execute and de�iver, and the City
Secretary is hereby authorized and directed to attest, such Bond Purchase Agreement.. It is
hereby afficially faund, determined and declared that the terms of this sale are the most
advantageous reasonably abtainable. The Bonds shall initially be regaistered in the name af
Sauthwest Securi#ies, Inc. or its designee. .
{b} The form and substance af the Preliminary Official Statement for the Bands dated
June 10, 2005, as arnended, and any addenda, supplement ar amendment thereta (the
"Preliminary C}fficial Statement"), and the fnal Offcial Statement {the "{�fficial Statement")
presented ta and considered at this meeting, are hereby in all respects approved and adopted, and
the Preliminary Officzal Statement is hereby deemed final as of its date {except far the oxnission
of pricing and related informatian) wikhin the meaning and for the �urpases af paragraph (b)(1)
of Ru1e 15c2-12 under the Securities Exchange Act af 1934, as amended. The Mayor af the City
is hereby authorized and directed to execute the Of�cial Staternent and deliver appropriate
numbers of copies thereof to the Underwriters. The Official Statement as thus approved,
�-� executed and delivered, with such appropriate variations as shall be approved by ttte Mayor of
the City and the Underurriters, may be used by the Underwriters in the public offering of the
. „ Bonds and the sale thereof. The City Secretary is hereby authorized and directed to include and
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, 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
R Preliminary Official Statement for the Bonds in the preliminary public offering of the Bonds by
the Underwriters are hereby ratified, approved and confirmed.
(c) All officers of the City are authorized to execute such documents, certificates and
receipts, and to make such elections with respect to the tax-exempt status of Bonds, as they may
deem appropriate in order to consummate the delivery of the Bonds in accordance with the
provisions and terms of sale therefor.
(d) The obligation of the Underwriters to accept delivery of the Bonds is subject to
such purchaser being furnished with the final, approving opinion of Vinson& Elkins L.L.P.,
bond counsel for the City, which opinion shall be dated and delivered the Closing Date.
Section 7.02. Control and Delivery of Bonds.
(a) The Mayor of the City is hereby authorized to have control of the Initial Bond and
all necessary records and proceedings pertaining thereto pending investigation, examination and
approval of the Attorney General of the State of Texas, registration by the Comptroller of Public
Accounts of the State and registration with, and initial exchange or transfer by, the Paying
AgentJRegistrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the initial purchasers thereof under and subject to the general supervision and
direction of the Mayor, against receipt by the City of all amounts due to the City under the te�ns
- of sale.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tem and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tem and the Assistant City Secretary shall for
the purposes of this Ordinance have the same force and effect as if such duties were performed
by the Mayor and City Secretary,respectively.
Section 7.03. Deposit of Proceeds.
On the Closing Date, the City shall cause the proceeds from the sale of the Bonds to be
deposited as follows:
(a) All amounts received on the Closing Date as accrued interest and premium, if
any, on the Bonds from the Bond Date to the Closing Date shall be deposited to the Interest and
Sinking Fund.
(b) $12,295,364.93 of the proceeds of the Bonds shall be deposited to the Escrow
Fund and shall be applied in accordance with the Escrow Agreement.
(c) An amount equal to $102,304.02 shall be deposited as directed by the Director of
�„ Finance and used to pay the costs and expenses pertaining to the issuance of the Bonds,
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including bond insurance premiurn. To the extent any af such sum is not used for such purpose,
such excess shall be deposited�o the interest and Sinking Fund.
, ° Sectioz� 7.04. Securitv ofFunds.
A1l maneys on deposit in funds referred ta in this Ordinance shall be secured in the
manner and ta the fullest extent required by the laws of the State of Texas for the security of
public fiands ar�d moneys an deposit in such funds sha�l be used oniy for the purposes permitted
by this Ordinance.
ARTICLE VIII
INVESTMENTS
Section 8.01. Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance, at the optian
of the City, may be invested in such securities or obligations as permitted under applicable law
as in effect on the date of the investment.
(b) Any securities or obligations in which �rioney in the Interest and Sinking Fund is
so invested shall be kept and held in trust for the bene�t of the Owners and sha11 be sald and the
praceeds of sale shall be timely applied to the making of al1 payments required to be made frorn
the Interest and Sinking Fund.
. Section 8.02. Investment Income.
(a� Interest and incarne derived from investment of the Interest and Sinking Fund
sha11 be credited to such Fund.
{b) The investment and application of maney zn the Escrow Fund sha11 be in
accordance with the provisions of the Escrow Agreement.
ARTICLE IX
PARTICULAR REFRESENTATIONS AI'�D COVENANTS
Section 9.01. Pavment of the Bands.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made avazlable to the Faying AgentlRegistrar, aut of the
Interest and Sinking Fund, rnoney sufficient to pay such interest on, principal of, and redemption
premium, if any, on the Bonds as wi11 accrue ar mature an the applicable Interest Payment Date,
maturity date or date af prior redemption if any.
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Section 9.02. Other Representations and Cavenants.
(a) The City will faithfully perform at all tirnes any and all covenants, undertakings,
� . stipulations, and pravisions contained in this Ordinance and in each Band; the City wi11 promptly
pay or cause to be paid the principal of, redernption premium, if any, and interest on each Bond
on the dates and at the places and rnanner prescribed in such Bond; and the City will, at the times
and in the manner prescribed by.this Ordinance, deposit or cause to be deposited the amaunts af
money specified by this {�rdinance.
{b} The City is duly auttiorized under the laws of the State of Texas to issue the
Bonds; all action on its part for the creation and issuance of the Bands has been duly and
effectively taken; and the Bonds in the hands of the C?wners thereof are and will be valid and
enforceable obligatians of the City in accordance with their terrns.
Section 9.03. Provisions ConcerningFederal Income Tax Exclusian.
The City intends that the interest on the Bonds shall be excludable from gross incame for
purposes of federal income tax purgoses pursuant to sections 103 and 141 through 154 af the
Code and the applicable Incom� Tax Regulations promulgat�d thereunder (the "Regulations").
The City covenants and�agrees not to take any actian, or knowingly omit to take any action
within its contral, that if ta�en or omitted, respectively, would cause the interest on the Bands to
be includable in gross income, as defined in section 61 of the Code, for purposes of federal
income taa�atian. In particular, the City covenants and agees to camply with each requirement
' ° of this Article IX; provided, hawever, that the Czty shall noi be required to comply with any
particular requirement of this .Article IX if the City has received an opinion of nationally
A� � recognized bond cc�unsel ("Counsel's Qpinion") that such nancampli�ce will not adversely
affect the exclusion from gross income for federa] income tax purposes of interest an the Bonds
or if the City has received a Co�nsel's Qpinion to the effect that campliance with same other
requirement set forth in this Article IX will satisfy the applicable requirements of the Code and
the Regtzlations, in which case compliance with such other requirement specified in such
Counsel's Opinion shall canstitute cornpliance with the corresponding requirement specified in
this Article IY.
SectiQn 9.04. No Private Use or Pavment and No Private Loan Financin�.
The City shall certify, through an autharized officer, employee or agent, that, based upon
all facts and estimates known or reasonably expected to be in existence on the date the Bonds are
delivered, that the praceeds of the Refunded Obligations have not been used and the proceeds of
#he Bands will nat be used in a manner that wauid cause the Bands to be"private activity bonds"
within the rneaning of section 141 of the Code and the Regulations promulgated thereunder.
Mareover, the City cavenants and agrees that it will make such use of the proceeds af the Bonds
and the Refunded Obligations, including interest or other investment incortae derived from Bond
proceeds, regulate the use of praperty financed, directly or indirectly, with such praceeds, an�
take such ather and further action as rnay be required so that the bonds will not be "private
activity bands" within the tneaning of section 141 of the Code and the Regulations promulgated
x° " thereunder.
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Section 9.05. No Federal Guarantv.
The City covenants and agrees nat to take any action, ar knawingly omit to take any
" � actian or knowing]y omit to take any action within its cc�ntrol, that, if taken or omitted,
respectively, would cause the Bonds to be "federally guaranteed" withita the meaning of section
149{b} of the Code and the applicable Regulations thereunder, except as permitted by section
149(b)(3) of the Code and such Regulations.
Section 9.06. Bonds are not Hedge Bonds.
The City cavenants and agrees not to take any action, ar knawingly omit to take any
action, and has not knowingly oznitted and wi11 nat knowingly omit to take ax�y action, within its
control, that, if taken or omitted, respectively, would cause the Bonds to be "Iledge bonds"
within the meaning of sectian 149{g) of the Code and the applicable Regulations thereunder.
Section 9.07. No-Arbitra�e Covenant.
The City shall certify, through an authorized of�icer, employee or agent, that,based upon
ali facts and estimates known or reasanably expected to be in existence an the date the Bonds are
delivered, the City will reasonably expect that the proceeds of the Bonds will not be used in a
manner that would cause the Bonds to be "arbitrage bands" within the meaning of section.148(a)
of the Cade and the applicable Regulations thereunder. Moreover, the City covenants and agrees
that it will make such use of the proceeds of the Bonds including interest ar other investment
incame derived from Bond proceeds, regulate investments of praceeds of the Bonds, and take
such other and further action as rnay be required so that the Bonds will not be "arbitrage bonds"
within the meaning of sectian 148�a) of the Code and the applicable Regulations promulgated
thereunder.
Section 9.08. Arbitrage Rebate.
If the City does not qualify for an exception to,the requirements of Section 148(f} of the
Code, the City will take all necessary steps to comply with the requirement that certain amounts
earned by the City on the investment of the "gross proceeds" af the Bands (within the meaning
of section 148(�(6)(B) of the Cade), be rebated to the federal government. Specifically, the City
will (i} maintazn records regarding the investment of the grass proceeds of the Bonds as rnay be
required to calculate the arnount earned on t1�e investrnent of the gross proceeds of the Bonds
separately from records of amounts an deposit in the funds and accounts of the City allocable to
other bond issue of the City or moneys which do not represent gross proceeds of any bonds of
the City, {ii} calculate at such times as are required by applicable Regulations, the amount eamed
from the investment of the gross proceeds of the Bonds which is required ta be rebated to the
federal government, and (iii} pay, not less often than every fifth anzliversary date of the delivery
of the Bonds or on such other dates as may be permitted under applicable Regulations, a11
amounts required #o be rebated to the federal gavermnent. Further, the City will not indirectly
pay any amount otherwise payable to the federal government pursuant to the foregoing
requirernents to any persan o#her than the federal government by entering into any investment
' arrangement with respect to the gross proceeds af the Bonds that might result in a reduction in
the amount required to be paid ta the federal government because such azrangement resuits in a
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smaller profit or a larger loss than would have resulted if the arrangement had been at arrn's
Iength an�had the yield on the issue not been relevant to either party.
• Section 9.09. Infornzation Reporting.
The City covenants and agrees to file ar cause to be fited with the Secretary of the
Treasury, not later than the 15th day of the second calendar rnonth after the close af the calendar
quarker in which the Bonds are issued, an information statement concerning the Bonds, aIl under
and in accordance with section 149(e) of the Code and the Regulations promulgated thereunder.
Section 9.10. Continuing Obli a� tion.
Notwithstanding any other provisian of this Ordinance, the City's obligations under the
covenants and provisians of this Article IX shall survive the defeasance a.nc3 discharge af the
Bonds.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default,
Each of the following occurrences or even;ts for the purpose of this Ordinance is hereby
declared to be an Eveant of Default:
(i) the failure to make payrnent of the principal of, redernption prem.ium, if
any,or interest an any of the Bands when the sarne becomes due and payable; or
{ii) default in the performance or observance of any ather covenant,
agreement or obligation of the City, which default rnaterially and adversely affects the
rights of the 4wners, including but nat limited ta, their prospect or ability to be repaid in
accardance with this Ordinance, and the cantinuation thereaf for a periad of 60 days after
notice of such default is given by any Owner to the�ity.
Sectian 10.02. Remedies for Default_
{a) Upon the happening of any Event of Default, then any 4wner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor, may proceed
against the City far the purpose o�protecting and enforcing the rights af the Owners under this
Ordinance, by mandarnus or othcr suit, action or special praceeding in equity or at law, in any
court of campetent jurisdiction, for any relief permitted by_ law, including the specific
perfarmance of any covenant or agreement contained herein, ar thereby to enjain any act ar thing
that may be unlawfizl or in violation of any right of the Qwners hereunder or any combination af
such remedies.
� (b) It is provided that aII such proceedings shall be instituted and rnaintained for the
p equal benefit of all Owners of Bonds then outstar�ding.
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Section 10.03. Remedies Not Exclusive.
(a) No rernedy herein conferred or reserved is intended to be exclusive of any other
` available remedy or remedies, but each and every�such remedy shall be cumulative and shall be
in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at Iaw or in equity; provided, however, that notwithstanding any other provision of this
Ordinance, the right to accelerate the debt evidenced by the Bonds shall nat be available as a
remeciy under this Ordinance.
{b} The exercise of any remedy herein conferred ar reserved shali not be deemed a
waiver af any other available remedy.
ARTICLE XI
DISCHARGE
Section 11.01. Discharee.
The Bonds may be defeased, refunded and discharged in any manner permitted by
applicable law.
ARTICLE XII
CONTINU11�tG DISCLOSURE UNDERTAKING
_ Section 12.01. Annual Reports.
(a) The City shall provide annually ta each NRMSIR and to any SID, within six (6)
months after the end of each fiscal year, financial information and aperating data with respect ta
the City of the general type included in the final (Jfficial Statement, being the informatian
described in Exhibit A hereto. Any financiai statements so ta be pravided sha11 be(i}prepared in
accordance with the accounting principles described in Exhibit A hereto, and (ii) audited, if the
City commissions an audit af such statements and the audit is compieted within the period during �
which they must be provided. If the audit of such financial staternents is not complete within
such period, then the City shall provade notice that audited financial statements are not available
and shall provide unaudited fnancial statements for the applicable fiscal year to each NRMSIR
and any SID. The City shall provide audited financial statements for the applicable fiscal year ta
each NRMSIR and to any SID. Thereafter,.when and if audited financial staternents become
available, the City shatl provide such audited financia] statements as required to each NRMSIR
and to any SID.
(b) If the City changes its �scal year, it will notify each NRMSIR and any SID of the
change (and of the date of the new fisca� 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
Sectzon. .
(c) The finaricial infotmation and operatin� data to be provided pursuant to this
Section may be set forth in full in ane or more docurnents or may be included by specific
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reference to any document (including an official statement or other offering document, if it is
available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or
filed with the SEC.
Section 12.02. Material Event Notices.
(a) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner, of any of the following events with respect to the Bonds, if such event is r�iaterial within
the meaning of the federal securities laws:
(i) principal and interest payment delinquencies;
(ii) nonpayment related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial
difficulties; �
(iv) unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions or events affecting the tax exempt status .of the
_ Bonds;
(vii) modifications to rights of Owners;
(viii) bond ca11s;
(ix) defeasance;
(x) release, substitution, or sale of property securing repayment of the Bonds;
and
(xi) rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
� manner, of any failure by the City to provide financial information or operating data in
aceordance with Section 12.01 of this Ordinance by the time required by such Section.
Section 12.03. Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this
Article for so long as, but only for so long as, the City remains an "obligated person" with
respect to the Bonds within the meaning of the Rule, except that the City in any event will give
notice of any deposit made in accordance with Article XI that causes Bonds no longer to be
��ry� outstanding.
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(b) The provisions of this Article are for the sole benefit of the Owners and beneficial
awners of the Bonds, and nathing in this Article, express or implied, shall give any benefit ar any
legal or equitable right, rerriedy, or claim hereunder to any other person. The City ul�dertakes ta
` provide only the financial inforrnation, 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 ather infarmation that may be relevant or material to a eomplete presentatian af the City's
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or atherwise, except as expressly provided herein. The City daes
not rnake any representation ar warranty concerning such informatiora or its usefulness to a
decision to invest in ar sell Bands at any future date.
LINDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE T(J TI-�E {�V!TNER
OR BENEFICIAL OWNER OF �1NY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TC1RT, �OR DAMAGES RESULTING IN V�TH4LE OR 1N PART FR{�3M ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
CC}VENANT SPECIFIED II1I THIS ARTICLE, BUT EVERY RIGHT AND REMEDY {�F
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTIC}I�1 FC1R MANI}AMUS OR SPECIFIC
PERFORMANCE.
(c) No default by the City in abserving ar performing its obligations under this
Article shall camprise a breach of or default under the C�rdinance for purpases of any other
provisions of this Ordinance.
(d) Nothing in this Article is intended or shall act to disclairn, waive, or otherwise
limit the duties of the'City under federal and state securities laws.
{e) The provisions of this .Article may be amended by the City from time to time to
adapt to changed circumstances that arise from a change in legal reyuirennents, a change in law,
or a charage in the identity, nature, status, or type of operatians of the City, but only if (i} the
provisions of this Article, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bands in compliance with the Ru1e, taking into account
any amendments or interpretations of the Ru1e ta the date of such amendment, as well as such
chazaged circumstances, and (ii} either {A) the Qwners of a majority in aggregate principal
amount(or any�;reater amaunt required by any other pravisions of this Ordinance that authorizes
such an amendment) af the ovtstanding Bands consent ta such arnendment or {B) an entity or
individual a person that is unaffiliated with the City(such as nationally recognized vond counsel)
determines that such amendment will not znaterially impair the interests of the C?wners and
beneficiai owners of the Bonds. If the City so amends the provisions of this Article, it shall
include with any ame:�ded financial information or operating data next provided in accardance
with Section 12.01 an explanation, in narrative form, af the reasons for the amendment and of
the impact of arzy char�ge ir�the type of financial inforrriation or operating data sa provided,
�, ,
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ARTICLE XIII
REDEMPTION C�F OBLIGATIONS;APPROVAL OF ESCRQW AGREEMENT;
" ` PURCHASE OF ESCROWED SECURITIES
Section I 3.01. Redem�tion of Refunded Obli atg ions.
{a} The Refunded Obiigations are hereby called for redemption on the dates, in the
principal amounts and at a redemptian price equal to the principal amount thereof pius interest
accrued therean to the redemption date aii as set forth an Sehedule I hereta.
(b) The City Secretary is hereby authorized and directed ta cause a capy of this
C}rdina�ce to be delivered to each paying agentlregistrar far the Refunded Qbligations the
delivery af which sliall constztute notice of redemption and notice of defeasance to such paying
agentlregistrar.
Sectian 13.Q2. Subscription of Federal Securities.
The Mayor and the Direcior of Finance, either ar both, are hereby autharized to make �
necessary arrangements far the purchase of the Federal Securities referenced in the Escrow
Agreement, as may be necessary for the Escrow Fund and the applicatioz� far the acquisition of
the Federal Securities is hereby approved and ratified.
. Sectian 13.03. A�proval of Escrow Ag,reennent.
The Escrow Agreement, in substantially the form presented at this meeting, and its
� execution and delivery by the Mayar is hereby authorized and approved. The signature af the
Nlayor shail be attested by the City Secretary. Following the deposits to the Escraw Fund as
herein specified, the Refunded ObIigations shall be payable solely from and secured by such
deposits and shall not be payable from ad valarern tax�s.
Section 13.04. Notice of Detaosit.
Each paying agent/registrar for the Refiznded 4bligations is hereby authorize8 and
directed to give natice af depasit with respect to the Refunded Obli,gations as required under the
ardinance pursuant to which the Refunded Obl.igations were issued.
ARTICLE XIV
INSURANCE PRQVISIGNS
Section 14.01. Municipal Bond Insurance.
The Bonds have been sald with the principal and interest thereon being insured by MBTA
Insurance Corporatian ("MB�A"), a stock insurance company incorporated under the laws of the
State of New York, or any successor ar assigns thereto pursuant to an insurance policy (the
�`*` '$ "Policy"� issued by MBIA guaranteeing the scheduled payment of principal of a�d interest on
the Bonds when due.
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Section 14:02. Pavments Under Municipal Bond Insurance Palicv.
As long as the Bands are insured pursuatxt to a municipal financial guara,nty insurance
° � policy{the"Policy"} issued by MBIA Insurance Corporation (the"Insurer"}, and MBIA is not in
default under such Policy, the following provisions shall apply.
(a) In the event that; on the second Business Day, an;d again on the Business Day,
prior ta the payment date on the Bonds, the Paying Age�tlRegistrar has not received sufficient
moneys to pay all principal of and interest on. the Bonds due on the second following or
follawing, as the case may be, Business Day, the Paying AgentlRegistrar shall immediately
noti:[�y the Insurer or its designee on the same Business Day by telephone or telegraph confirmed
in writing by registered or certified mail, of the amount of the deficiency.
{b) If the deficiency is made up in whole or in part prior to or on the payment date,
the Paying AgendRegistrar shall so natify the Insurer or its designee.
(c) In addition, if the Paying Agent/Registrar has notice that any Owner has been
required to disgorge payments of principal or interest an the Bonds to a trustee in bankr�zptcy or
creditors ar others pursuant to a final judgrnent by a court of cornpetent jurisdiction that such
payment constatutes an avoidabte preference to such Owner withirz the meaning of any applicable
bankruptcy laws, then the Paying Agent/Registrar shall notify MBIA or its designee of such fact
by telephane or telegraphic r�otice, confirmed in w�iting by registered or certified mail.
(d) The Paying AgentlRegistrar is hereby irrevocably designated, appointed, directed
and authorized to act as attorney-in-fact for Owners as foilows:
' (i} If and to the extent there is a deficiency in amounts required ta pay interest
on the Bonds, the Paying AgentlRegistrar shall (A) execute and deliver to U.S. Bank
Tzust, lrlationaZ Association, ar its successars under the Palicy (the "Insurance Paying
Agent"), in farm satisfactory to the Insurance Paying Agent, an instrument appointing the
Insurer as agent far such Owners in any legal proceeding related to the payment of such
interest and an assignment to the Insurer of the claims for interest to which such
deficiency relates and which are paid by the Insurer, (B) receive as designee of the
respective Owners (and not as Paying Agent) in accordance �vith the tenor of the Policy
payment fram the Tnsurance Paying Agent with respect to the claims for interest so
assigned, and (C) disburse the same to such respective Owners; and
(ii) If and to the extent of a deficiency in the amounts required to pay principal
of the Bonds, the Paying AgentlRegistrar shall (A} execute and deliver to the Insurance
Paying Agent in form satisfactory to the Insurance Paying Agent an instrument
appointing the Insurer as agent far such 4wner in any legal proceeding relating to the
payrnent of such principal and an assigunent to the Insurer of any of the Bonds
surrendered to the Insurance Paying Agent of so much af the principal amount thereaf as
has not previously been paid or for which moneys are not held by the Paying
AgentJRegistrar and available for such payment (but such assigrnment shall be delivered
°�°°`� only if payment from the Insurance Paying Agent is received), (B) receive as designee of
. the respective 4wners (and not as Paying AgentJRegistrar} in accardance vvith the tenor
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of the Policy payment therefor from the Insurance Paying Agent, and (C) disburse the
same ta such(Jwners.
£' � {e} Fayznents with respect ta elaims far interest on and principal of Bonds disbursed
by the Paying Agent/Registrar from proceeds of the Policy shall not be considered fo discharge
the obligation of the City with respect ta such Bonds, and the Insurer sha11 become the owner of
such unpaid Bond and claims for the interest in accardance with the tenor of the assignment
made to it under the proVisions of this subsection or otlierwise.
{f} Irrespective of whether any such assignment is executed and delivered, the City
and the Paying AgentJRegistrar hereby agree for the"benefit of the Insurer that:
(i) They recognize that to the extent the Insurer makes payments, directly or
indirectly {as by paying thraugh the Paying Agen#IR.egistrar}, on account of principal of
or interest ori the Bonds, the Insurer will be subrogated ta the rights of such Owners to
receive the amount af such principal and interest from the City, with interest thereon as
provided and solely from the sources stated in this Ordinarace and the Bonds; and .
(ii) They will accardingly pay to the Insurer the amount of such principal and
interest {including principal and interest recovered u�der subparagraph {ii} of the first
paragraph of the Palicy, which principal and interest shall be deemed past due and not to
have been paid�, with is�rterest #herean as provided in this Ordinance and the Bonds, but
anly froxn the sources and in the manner provided herein for the payrnent of principal of
atid interest on the Bands to Qwners, and wi11 otherwise treat the Insurer as the awner of
such rights to the amount of such principal and interest.
(g) In connectian with the issuance of additional obligations, the City shall deliver to
MBIA a copy of the disclasure document, if any, circulated wzth respect to such additional
obligatians.
' (h) Copies of any amendments rnade to the documents executed in connection with
the issuance af the Bonds which are consented to by the Insurer shall be sent ta Standard&
Poox's Corporation.
(i) The Insurer sha12 receive notice c�f the resignation or removal af the Paying
Agent/Registrar and the a�pointment af a successar thereto.
(j) The Insurer shall receive copies of all natices required ta be delivered to Owners
and, on an annual basis, copies of the City's audited financial statemen#s and annual budget.
N�tices: Any notice that is required to be given �o a halder of the Bands or the Paying
Agent/Registrar pursuant to this Ordinance shall also be provided to the Insurer. All notices
required ta be given tt� the Insurer�ereun�ier sha�Z be in writing and shali be sent by registered or
certified mail addressed to MBIA Insurance Corporation, 113 King Street, Armonk, New York
1OSO4 Attention: Survei�Iance.
{k} The Issuerl4bligar agrees to reimburse the Insurer immediately and
unconditionally upon demand, to the extent permitted by law, for a11 reasonable expenses,
Dallas 976296 1.DOC
^ -��-
including attarneys' fees and expenses, incurred by the Insurer in cannection with (i) the
enforcemenf by the Insurer of the Issuer's/Obligor's obligations, or the preservation or defense of
any rights of the Insurer, under this Resolution/Indenture and any other docurnexrt executed in
cannection with the issuance of the Obligations; and (ii) any consent, amendment, waiver or
othex action with respect to the Resolution/Indenture or any related document, whether or not
' gr�nted or appraved, together. with interest on all such expenses from and including the date
incurred to the date of payrnent at Citibank's Prime Rate plus 3% or the maximum interest rate
permitted by iaw, whichever is less. In addition, the Insurer reserves the right to charge a fee in
connection with its review af any such consent, amendment or waiver, whether or not granted or
appraved.
(1) The Issuer/Obiigor agrees not to use the Insurer's name in any public document
including, witl�out Iimitation; a press release or presentation, annauncement or forum without the
Insurer°s prior consent; provided however, such prohibition on the use of the Ynsurer's name
shall not relate to the use of the Insurer's standard approved farn� of disclosure in public
documents issued in canraection with the current Obligations ta be issued in accordance with the
terms of the Cornmitment, and pravided further such prohibition shall not apply to the use of the
Insurer's name in arder to camply with public notice, public meeting or public reporting
requirements.
{m} The IssuerlObiigor shali nat enter into any agreement nor shall it consent to or
partieipate in any arrangement pursuant to which Bonds are tendered or purchased for any
puzpose ather than the redemption and caracellation or Iegal defeasance of such Bonds without
the prior wz-itten consent of MBIA.
Dallas 976296_i.L10C
-34-
FINALLY PASSED, APFROVED AND EFFECTIVE THIS JUNE 21, 2005.
W�:,�
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Mayor, City of Grapevine, Texas
ATTEST:
City Se retary
City of Grapevine, Texas
[SEAL]
APPROVED AS TQ FORM:
By. D.�-�--, 6�
g City Attorney, City of apevine,Texas
»�- A Signature Page for Bond Ordinance
�.,n�
SCHEDULEI
SCHEDULE OF REFUNDED OBLIGATIONS
Combination Tax and Revenue Certificates of Obligation, Series 2000
Maturity Principal Principal
OriQinal Dated Date Date Interest Rate Amount Amount
03/O1/2000 08/15/2005 5.250% $ 550,000 $ 300,000
� 08/15/2006 5.250% 580,000 580.000
$1,130,000 $ 880,000
The 2005-2006 maturities will be redeemed at maturity.
General Obligation Bonds, Series 2000
Maturity Principal Principal
Original Dated Date Date Interest Rate Amount Amount
03/O1/2000 02/15/2014 5.600% $500,000 $500,000
. 02/15/2015 5.650% 530,000 530,000
02/15/2016 5.700% 560;000 560,000
02/15/2017 5,750% 595,000 595,000
02/15/2018 5.$00% 630,000 630,000
02/15/2019 5.850% 670,000 670,000
$3,485,000 $3,485,000
The 2014-2019 maturities will be redeemed prior to original maturity on February]5,2010 at par.
General Obligation Bonds, Series 2000A
� Maturity Principal Principal
Ori�inal Dated Date Date Interest Rate Amount Amount
11/O1/2000 02/15/2014 5200% $395,000 $395,000
02/15/2015 5300% 415,000 415,000
02/15/2016 5.375% 440,000 440,000
02/IS/2017 5.400% 465,000 465,000
02/15/2018 5.500% 495,000 495,000
02/15/2019 5.500% 525,000 525,000
02/I S/2020 5.500% 555,000 555,000
02/15/2021 5.500% 590.000 590,000
$3,880,000 $3,880,000
The 2014-2021 maturities will be redeemed prior to original maturity on February 15,2010 at par.
���%i�;:.,.6
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S-I-1
Cornbination Tax and Revenue Certificates of Obligation, Series 2000A
Maturity Principal Principal
Original Dated I}ate Date Interest Rate Amottnt Amaunt
11/41/2QOQ 02/15%2Q14 5.2Q€?°t� $ 314,QQ0 $ 324,000
02/15/2dI5 5.30d% 325,000 325,000
02/15/2016 5.375% 345,U00 345,000
02/I512017 5.400°l0 360,004 3b0,000
q2/15/2018 S.5Q0% 385,Q00 385,000
Q2JIS12419 S.54Q°l4 42Q,000 410,000
02/15I2020 S.S00% 430,000 430,pQ0
02/15/21721 S.S00% 455.00Q 455:000
$3,020,060 $3,020,000
The 2014-2421 snahuities wiIl be redeemed priar to originai maturity on February I$,2010 at par.
;�,:..:�,
�
S-I-2
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r
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL iNFORMATION
The following inforrnatian is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
T"he financial information and operating data with respect to the City to be provided
annualiy zn accardance with such Article are as specified {and included in the Appendix or other
headings of the Official Statement referred to)below:
l. The portions of the financial statements of the City appended to the Official
Statement as Appendix B,but for the mast recently concluded fiscal year.
2. Statistical aild financial data set forth in Tables n:umbered 1 through 5 and 8
through 15.
Accounting Principles
The accounting principles referred to in such Article are the accounting principles
described in the notes to the fina�acial statements referred to in Paragraph 1 above. �
����
TEMOdtIl2079
Dallas 976296_I.DOC
A-1
MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF A ORDINANCE
STATE QF TEXAS §
GOUNTIES 4F TARRANT §
CITY 4F GRAPEVINE §
On the 21 st day of June,.2005, the City Council of the City of Grapevine, Texas,
cc�nvened in a regular rneeting at the regctlar meeting place thereaf,the meeting being open ta the
public and notice of said rneeting, giving the date,place and subject thereof,having been posted
as prescribed by Chapter 551, Texas Goverrnment Cade, as amende�i; and the roll was called af
the duly constituted officers and mernbers of the City Council, which af�i'icers and members are
as follows:
William D.Tate,Mayor - C. Shane Wilbanks }
"Ted R.Ware,Mayor Pro Tem Sharron Spencer ) Members of
Clydene 3ahnson } the Council
Darlene Frce�l }
Ray Stewart )
and all of said persons were present, thus constitaring a quarum. Whereugon, amang other
business,a written ordinance bearing the follawing caption was introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY C?F
GRAPEVINE, TEXAS GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2005, IN THE AGGREGATE PRINCIPAL AMOI]NT OF$11,92Q,Op0;
LEVYING A T.4X II�T PAYMENT THEREO�; PRESCRIBING THE FORM OF
SAlI3 BONDS; APPROVING THE OFFICIAL STATEMENT; APPROViNG
E;XECUTION AND DELNERY OF A BOND PURCHASE AGREEMENT
AND AN ESCIZOW AGREEMENT; AND ENACTING OTHER PROVISIONS
RELA'I'ING THERETO;
Tbe Ordinance, a fiill, true and canect copy af which is attached hereta, was read and
reviewed by the City Councii,
Thereupon, it was duly mav.ed astd seconded that the Ordinance be finally passed and
adopted.
The Presiding Officer pnt the motion ta a vote of the rnembers of the City Cauncil, and
the Orrdinance was finally passed and adopted by the fotlowing vate:
AYES: '7 .
NAYS: (} _
�:.��
ABSTENTIONS: 0
GRA32S/82U00
Daltas 9199?6 i.DOC
MINiTTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to
cocrectly reflect the duly constituted officers and members of the City Council of said City, and
the attached and following copy of said Ordinance is hereby certified to be a true and correct
copy of an official copy thereof on file among the official records of the City, all on this the 2 i st . '
day of June,2005.
�'�G�iA'P f�
�pE.•"'�.�yti1 City Sec etary, City of Gr 'ne,Texas
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GRA325/82000 -
DaUas 980369_I.DOC