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Home My WebLink AboutORD 2004-064 BOND ORDINANCE NO. 2004-64 � relating to $7,345,000 � `' CITY OF GRAPEVINE,TEXAS GENERAL OBLIGATION REFUNDING BONDS SERIES 2004 Adopted: October 19, 2004 t�=w� GRA325/71011 Dallas 879344 1.DOC � TABLE OF CONTENTS Pa�e ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section1.01. Definitians...............................................................................................................2 Section1,02. Findings...................................................................................................................4 Section 1.03. Table of Contents, Titles and Headings..................................................................4 Section1.44. Interpretation...........................................................................................................4 ARTICLE II SECURITY FOR THE BC?NDS; iNTEREST ANI? SINK.ING FUND Sectian2.01. Ta�cc Levy.....................................................................................:...........................4 Sectian 2.42. Interest and Sinking Fund.......................................................................................5 ARTICLE III AUTHt�RI2ATION; GENERAL TERMS AND PROVISIONS REGARDING THE BCINDS Sectian3.01. Authorization...........................................................................................................5 Section 3.02. Date,I3enamination,Maturities and Tnterest..........................................................6 Section 3.03. Medium, Method and Place of Payment.................................................................6 Section 3.04. Executian and Registration of Bonds......................................................................7 Section3.05. Ownership...............................................................................................................8 Sectian 3.06. Registration,Transfer and Exchange......................................................................9 Section3.07. Cancellation.............................................................................................................9 Sec#ion 3.08. Temporary Bonds....................................................................................................9 Sectian 3.09. Replacernent Bonds............................................................................................... 10 Section 3.10. Book-Enlry-dnly System......................................................................................11 Section 3.11. Successor Securities Depository;Transfer Outside Book-Entry Only System.....12 Sec#ion 3.12. Payments ta Cede&Co........................................................................................12 ARTICLE IV REDEMPTION OF BONDS BEF{)RE MATURITY Section 4.OI. Limitation on Redemptian....................................................................................12 Section4.02. Optional Redernptian............................................................................................ 13 xu :; Sectic�n 4.03. Partial Redemption................................................................................................13 Section 4.04. Natice of Redemption to Owners..........................................................................13 Section 4.Q5. Payment Upon Re.�empticin..................................................................................14 `�"`� Section 4.00. Effect of Redernption................. ........................................................................... GRA325t71U1 t Llallas%79344 1.DOC �l� ARTICLE V PAYING AGENT/REGISTRAR Section 5.01, Appointrnent of Initial Paying Agent/Registrar.................................................... 14 Section5.02. Qualifications........................................................................................................14 Sectian 5.03. Maintaining Paying Agent/Registrar........... ...................................................... 14 SectionS.Q4. Ternvnation........................................................................................................... I S Section S.OS. Notice af Change to Owners.................................................................................15 Section 5.06. Agreement ta Perform Duties and Functions........................................................ 15 Section 5.07. Delivery of Records to Successar......................................................................... 15 ARTICLE VI FORM OF THE BONDS Section6.01. Form Generally..................................................................................................... I S Sectian5.02. Farm of the Bands................................................................................................. 16 Sectian 6.03. CUSIP Registration...............................................................................................22 Section6.Q4. Legai flpinion........................................................................................................22. Section 6.05, Statement of Insurance..........................................................................................22 _ _ ARTICLE VII ,� ; SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS Section 7.01. Sale of Bonds, Off ciai Statement.........................................................................22 Section 7.02. Control and Delivery of Bands................................:........ ................................23 Section 7.03. Deposit of Proceeds...............................................................................................23 Sectian 7A4. Security af Funds..................................................................................................24 ARTICLE VIII INVESTMENTS Section8.OL Investments................................................»..........,..................,.........,...................24 Section 8.42. Investment Income................................................................................................24 � .ARTICLE I� PARTICULAR REPRESENTATIQNS AND COVENANTS Sectian 9A1. Payment af the Bozads...........................................................................................24 Section 9.02. Other Representatians and Covenants...................................................................25 .,. _� Section�.43. Pravisions Cancerning Federal Income Ta�c Exclusion........................................25 Section 9.04. No Private Use or Payrnent and No Private Loan Financing................................25 Section}.45. Na Fecieral Guaranty.............................................................................................26 :��.�� ...26 Section 9.06. Bands are not Hedge Bonds............................................................................... GRA325t7103 I Dallas 879344 1.DOC �ii} Sectian 9A'7. Na-Arbitrage Covenant.........................................................................................26 Section 9.0$. Arbitrage Rebate...................................................................................................2b Sectian 9.09. Infarmation Reporting...........................................................................................27 Section 9.10. Cantinuing Obligation...........................................................................................27 Sectian 9.11. Qualified Tax-Exernpt Obligatians.......................................................................27 ARTICLE X DEFALTLT AND REMEDIES Section 10.01. Events of Default...................................................................................................27 Section 10.02. Rernedies for Default............................................................................................28 Sectian 10.03. Rernedies Not Exclusive.......................................................................................28 ARTICLE XI DISCHARGE Sectian11.01. Discharge...............................................................................................................28 ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Sectian12.01. Annual Reports......................................................................................................28 Sectian 12.02. Material Event Notices..........................................................................................29 Section 12.03. Limitatians,Disclairners and Amendments..........................................................30 ARTICLE XIII REDEMPTi4N OF B{�NDS; APPROVAL UF ESCROW AGREEMENT; PURCHASE UF ESCROWED SECURITIES Section 13.01. Redemption af Refunded Bonds...........................................................................31 Section 13.02. Subscription of Federal Securities.........................................................................31 Sectian 13.Q3. Approval of Escrow Agreement............................................................................31 . Sec#ion 13.44.Notice of Depasit..................................................................................................31 Schedule I—Schedule of Refunded Bonds Exhibit A- Description of Annual Disclosure af Financial Information....................................A-1 �,:., GRA325/1102 i Dallas 879344_1.L10C (iii} � ORDINANCE NO. 2Q04-64 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF GRAPEViNE, TEXAS GENERAL OBLIGATION REFIJNDING B�NDS, SERIES 2004, IN THE AGGREGATE PRINCIPAL AMOUNT OF $'7,345,000; LEVYING A TA� IN PAYMENT THERE4F; PRESCRIBING THE FC}RM OF SAID BONDS; APPROVING THE OFFICIAL STATEMENT; APPROViNG E�ECUTION AND DELIVERIT ClF A BOND PURCHASE AGREEMENT ANL7 AN ESCROW AGREEMENT; AND ENACTING OTHER PROVISIONS RELATING THERETO; WHEREAS, there are presently outstanding certain obligations of the City of Grapevine, Texas (the "City"), which are secured by and payable frorn ad valorem ta�ces levied on praperty within the City in an amount sufficient to pay principal af ar�d interest on such bonds as they become due within the limits prescribed by law; and WHEREAS, the City now desires ta refund such obligatians described on Schedule I hereto (such Refunded Bonds ta be hereimaf�er refened to as the"Refundecl Bonds"}; and V�HEREAS, Chapter 1247, Texas Goveriunent Code, authorizes the City to issue refunding bands and ta deposit the proceeds from the sale thereof, and any other available funds or resources, directly with a place of payment{paying agent} for the Refunded Bonds, and such deposit, if made before such payment dates, sha11 constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and WHEREAS, Chapter 12Q7 further authorizes the City ta enter into an escraw agreement with any paying agent for the Refunded Bonds with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit,upan such terms and conditians as the City and such paying agent may agree, provided that such deposits may be invested and reinvested only in direct obligatians of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and whieh shall mature and bear interest payable at such times and in such arnounts as will be sufficient to pravide for the scheduled payment or prepayment of the Refunded Bonds; and WHEREAS, JPMorgan Chase Bank, N.A. is a paying ag�nt for one or more series af the Refunded Bonds and the Escrow Agreement hereinafter authorized constitutes an esczow agreement af the kind authorized and perinitted by said Chapter 1207; and WHEREAS, the City Council of the City hereby finds and determines that refunding the Refiinded Bands for #he purpose af achieving a gross debt service savings of approximatety $702,325.OQ and a net present value debt service savings of approxirnately $570,016.15, representing appraximately 8,249%,with respect ta the Refunded Bonds is in the best interest of the citizens af the City; and WHEREAS, the City Council has found and determined that it is necessary and in the best interest of the City and its citizens that it authorize by this 4rdinance the iss�ance and "` " delivery of its bonds in a single series at this tirne; and �xn32srno�i Dallas 879344 1.DC}C . WHEREAS, it is officially found, determined and declared that the rneeting 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 SS1, Texas Government Code, as arnended;therefore BE IT 4RDAINED 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 ar unless the context clearly requires otherwise in this Ordinance,the following terms shatl have the meanings specified below; "Bond"means any af the Bonds. "Bond Date" means the date designated as the date of the Bands by Sectian 3.02{a) of this Ordinance. `Bonds" means the City's bonds authorized ta be issued by Section 3.01 of this Ordinance and designated as "City of Grapevine, Texas, General Obligation Refunding Bonds, Series 2004." "Business Day"rneans a day that is not a Saturday, Sunday, legal haliday ar other day on which banking institutions in the city where the Designated PayanentlTransfer Office is located are required or authorized by Iaw or executive arder to close. `<City„means the City af Grapevine,Texas. "Closing Date"means the date af the inifial detivery of and payment far the Bonds. "Code" means the Internal Revenue Code of 198f, as amended, including applicable regulations,published rulings and caurt decisians. "Designated PayrnentlTransfer Qffice" means (i) with respect to the initial Paying AgentlRegistrar named herein, its office in Dallas, Texas, or at such other loeation 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 depasitory. � <m�..,,� ctzn32snroii � n�u�s�gaaa �.r,oc -z- "DTC Participant" means brakers and dealers, banks, trust companies, clearing carporations and certain ather organizations on whose behalf DTC was created to hold securi#ies ta facilitate the clearance and settlement of securities transactions among DTC Participants. "Escrow Agent"rneans JPMorgan Chase Bank,N.A.,or its successars or assigns. `Bscrow Agreernent" means that certain Escrow Agreement, dated as of October 15, 2404,between the City and the Escrow Agent. "Escrow Fund"mea�s the fiund by that name established in the Escrow Agreement. "Everit of DefaulY' means any event af default as defined in Section lO.QI of this Ordinance. "Initial Band"means the Initial Bond authorized by Section 3.Q4(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 ta be paid until their respective dates of maturity or prior redemption, such dates being February 15 and August 15, commencing February 1 S,2005. "MSRB"means the Municipal Securities Rulemaking Etoard. � -. "NRMSIR'° means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities infarmation repository within the meaning of the Rule from time ta time. "Owner"means the person who is the registered owner of a Bond or Bonds, as shown in the Register. "Paying AgentlRegistrar"means initially JPMorgan Chase Bank, N.A., or any successor thereto as pravided in this Ordinance. "Recard Date" means the last Business Day of the month next preceding an Interest Payment Date. "Register"means the bond register specified in Section 3.46(a)of this Ordinance. "Representations Letter" means the Blanket Letter of Representatians previausly executed by the City and DTC and on fite with DTC: "SEC"means the United States Securities and Exchange Gomrnissian. f "SID" means any person designated by the State af Texas ar an authorized departrnent, afficer or agency thereof, as and determined by the SEC or its staff to be a state information �� depository within the meaning of the Rule fram time to time. GRA325/'TI01 I Dallas 879344 I.DOC -3- "Special Payment Date"means the Special Payment Date prescribed by Section 3.03(b�. "Special Recard Date"means the Special Record Date prescribed by Section 3A3(U). "Unclaimed Payrnents" means money deposited trvith the Paying Agent/Registrar for the payment af principai of, redemptian premium, if any, or interest an the Bonds as the same came due and payable or money set aside for the payrnent of Bonds duly called far redernption prior to maturity. "Undei�vriters" tnean Southwest Securities, Inc., SAMCO Capital Markets and FTN Financial Capital Markets, as underwriters of the Bonds pursuant ta that certain Bond Purchase Agreement approved in Section 7.OI hereof. Section 1.02. Findin�s. The declarations, determinations and findings declared, made and found in the preamble ta this Ordinance are hereby adopted,restated and made a part of the operative provisians hereof. Section 1.03. Table of Contents, Titles and Headin�s. The table of contents, tities and headings of the Articles and Sections of this Ordinance have been inserted for canvenience of reference only and are not to be considered a part hereof ar�d shall not in any way modify or restrict any of the teYms or provisions hereof and shall never be considered or given any effect in consiruing this Qrdinance or any provision hereof ar in ascertaining intent, if any question af intent shauld arise. Section 1.04. Interpretation. {a} Unless the cantext requires otherwise, words of the rnasculine gender shall be canstrued ta include correlative wards af tl�e feminine and neuter genders and vice versa, and wards 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 hereaf shall be liberally construed to effectuate the pur�oses set forth herein. ARTICLE II SECURITY FC1R THE BONDS; INTEREST AND SINI�:ING FUNI} Section 2.01. Tax Lew. (a} Pursuant ta the authority gra.nted by the Texas Constitution and the laws of the State of Texas, there is hereby levied for the cuxrent year and for each succeeding year hereafter . while aray of the Bonds or any interest ther�n is outstanding and unpaid, an ad valorem ta�c on each ane hundred dollars' valuatian 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 o� the Bonds, and (ii) a sinking fund fvr their redernption at maturity or a sinking GRA325/71011 Llallas 879344 1.I7(:1C -4- , 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 t� 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 comrnitted 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 t�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 sha11 be released in a manner permitted by Article XI hereof, then the collection of such ad valorem t� may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal amount of outstanding Bonds, there shall be subtracted the amount of any .,, Bonds that have been duly called for redemption and for which money has been deposited with the Paying AgentJRegistrar 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 2004, 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 2404," 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 GRA325/71011 Dallas 879344_1.DOC -$- ,� Sectian 9.26 of the City's Home-Rule Charter. The Bonds shall be issued in the aggregate principal amount of$'7,345,000, far the purpose of providing funds to (i) refund the Refunded tl Bonds, and(ii)pay the costs of issuing the Bonds. Section 3,Q2. Date Denomination Maturities and Interest. (a) The Bands shall be dated October 15, 2004. The Bonds shall be in fully registered form,without cc�upons, in the denominatian of$5,000 or any integral multiple thereaf, and shall be numbered separately from one upward, except the Initial Bond, which sha11 be numbered T-1. {b} The Bonds shali mature on Febrelary I S in the years and in the principal amaunts set forth in the following schedule: Serial Bonds Maturity Principal Interest Maturity Principal Interest �,February_15� Amount Rate (Februaxy 1S) Amount Rate 20Q5 $130,440 2.504°fo 2012 $ 40,000 3.504°l0 2006 30,000 2.SOQ% 2013 40,000 3.500% 2QQ7 30,440 2.SQ0°lo 2014 1,960,Q00 3.500°l0 2008 35,000 2.SOQ% 2415 2,035,000 4.000% 2QQ9 35,000 3.400°fo 2426 2,125,Q00 4.Q00°lo 2010 35,000 3.000% 2017 815,000 4.000% 2011 35,400 3.250°l0 (c} Interest shall accrue and be paid on each Bond respectively until its maturity or prior redemption, from the later of the Bond Date ar the most recent Interest Payment Date to which interest has been paid or provided far 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 February 15, 2445, and on each Febr�zary I S and August 15 thereafter until maturity or prior redemption. Interest on the Bonds sha11 be calculated on the t�asis of a 364-day year composed af 12 znonths of 30 days each, Section 3.03. Medium, Methad and Place af Payment. (a) The principal of, prernium, if any, and interest an the Bonds shall be paid in lawfui money af the United States af America. {b} Interest on the Bands shail be payable ta the Owners as shawn in the Register at the close of business on the Record Date; provided, however, in the event of nonpayment of interest on a scheduled Interest Payment Date and far 30 days thereafter, a new record date for such interest payment (a "Special Record Date") shall be established by the Paying ^ Agen#JRegistrar, if and when funds for the payrnent of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payrnent date af the past due interest(the"Speciai Payment Date,"which shail be I S days after the Special Record Llate} shall `"` '� be sent at least five Business Days prior to the Specia.l Rer,ord Date by United States rnail, first GRA325/'71011 Dallas 879344 1.DOC —�— class, postage prepaid, to the address of each Owner of a Bond appearing on the Register at the close of business on the last Business Day next preceding the date of mailing of such notice. (c) Interest shall be paid by check, dated as of and mailed on the Interest Payment Date, and sent by the Paying Agent/Registrar to each Owner, first class United States mail, postage prepaid, to the address of each Owner as it appears in the Register, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, that the Owner shall bear all risk and expense of such other banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying AgenURegistrar. (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 fl 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 sha11 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 sha11 be due by reason of nonpayrnent 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 for any further payment of such unclaimed moneys or on account of any such Bonds, subject to Title 6 of the Texas Property Code, any applicable escheat law or similar. Section 3.04. Execution and Re�,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 ��' li 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. ��..:.� GRA325/71011 Dallas 879344 1.DOC -7- (b) In the event that any officer of the City whose manual or facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before . the delivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below,no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the.Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent,which Certificate shall be evidence that the Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the City, and has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one Initial Bond representing the entire principal amount of all Bonds, payable in stated installments to the initial purchaser, or its designee, executed manually or by facsimile by the Mayor and City Secretary of the City, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the initial purchaser or its designee. Upon payment for the Initial 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. Ownership. (a) The City, the Paying Agent/Registrar and any other person may treat the person in _ whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and redemption premium, if any, thereon, . for the further purpose of making and receiving payment of the interest thereon, and for all other purposes (except interest will be paid to the person in whose name such bond is registered on the Record Date or Special Record Date, as applicable}, whether or not such Bond is overdue, and neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Bond shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. :� _� ��.�� GRA325/71011 Dallas 879344 1.DOC -g- - Section 3.06. Re�istration, Transfer and Exchan.�e. _ . (a) So long as any Bonds remain outstanding, the City sha11 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 AgentlRegistrar 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 AgenbRegistrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. . (e) No service charge shall be made to the Owner for the initial registration, subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer or exchange of a Bond. (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 3A7. Cancellation. All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are ' authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper records sha11 be made regarding such payrnent, 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. Temporarv Bonds. �.,.� (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's GRA325/71011 Dallas 879344_1.DOC -9- request, the Paying AgentlRegistrar shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.09. Replacement Bonds. (a) Upon the presentation and sunender to the Paying AgentlRegistrar of a mutilated Bond, the Paying AgentlRegistrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying AgentJRegistrar 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 indenuiity as may be required by the Paying Agent/Registrar to save it and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and , (iv) satisfies any other reasonable requirements imposed by the City and the Paying Agent/Registrar. �:..� GRA325/71011 Dallas 879344_1.DOC -1�- (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such , original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the Paying AgentlRegistrar 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 AgentlRegistrar, 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-Entrv-Only S. sv tem. (a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds, � the Bonds shall be registered in the name of Cede& Co., as nominee of DTC. The definitive Bonds shall be initially issued in the form of a single separate bond for each of the maturities thereof. (b) With respect to Bonds registered in the name of Cede& Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the City and the Paying AgentlRegistrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede& Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying AgendRegistrar 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 AgentlRegistrar 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 GRA325/71011 Dallas 879344_1.DOC -11- obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying AgentlRegistrar 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 3.1 l. Successor Securities Depository; Transfer Outside Book-Entry Only Svstem. In the event that the City or the Paying AgentlRegistrax 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 depasitory, 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 ev�nt, 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 successar 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 onIy as provided in this Article IV. GRA325/71011 Dallas 879344_I.DOC -12- Section 4.02. Optional Redemption. � (a) The City reserves the option to redeem Bonds maturing on and after February 15, 2015 in whole or any part, before their respective scheduled maturity dates, on February 15, 2014 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 redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Bonds to be redeemed. Section 4.03. 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 Agent/Registrar shall treat each $5,000 portion of the Bond as though it were a single Bond for purposes of selection for 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 Redem�tion to Owners. (a) The Paying AgendRegistrar 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. � (c) Any notice given as provided in this Section shall be conclusively presumed to �..,, liave been duly given, whether or not the Owner receives such notice. GRA325/71011 Dallas 879344_I.DOC -13- Section 4.05. Payment Upon Redemption. . (a) Before or on each redemption date, the City shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payrnent of the Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying AgentJRegistrar from the City and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Bonds being redeemed. (b) Upon presentation and surrender of any Bond called for redemption at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying AgentlRegistrar 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 payment of the principal thereof, redemption premium, if any, or accrued interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If the City shall fail to make provision for payment of all sums due on a , redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the City. ARTICLE V " PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Payin�A eg nt/Re 'sg� trar. JPMorgan Chase Bank, N.A., Dallas, Texas, is hereby appointed as the initial Paying AgentlRegistrar for the Bonds. Section 5.02. Qualifications. Each Paying AgendRegistrar 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 Pavin ,�Agent/Re '�strar. (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 '�°°� authorized and directed to execute an agreement (the "Paying AgentlKegistrar AgreemenY'), in GRA325/7101 I Dallas 879344_I.DOC -14- the form presented at this meeting, with the Paying Agent/Registrar specifying the duties and responsibilities of the City and the Paying AgentlRegistrar. The signature af the Mayor shall be attested by the City Secretary of the City. (b) If the Paying AgentJRegistrar resigns or otherwise ceases to serve as such, the City wili promptly appoint a replacement. Sectzon 5.04, Terrnination. The City, upon not less than 60 days r�atice, reserves the right ta terminate the appointment of any Paying AgentlRegistrar by delivering to the entity whase appointrnent is to be terminated written notice af such ten�ninatian. Section 5.05. Notice of Change ta C}wners. Promptly upon each change in the entity serving as Paying AgentlRegistrar, the City will cause notice of the change to be sent to each Owner by first class LJnited States mail, postage prepaid, at the address in the Register, stating the effective date af the change and the name and mailing address af the replacement Paying Agent/Registrar. Sectian 5.06. Agreement to Ferform Duties and Functions. By accepting the appointrnent as Paying AgentlRegistrar and executing the Paying AgentlRegistrar Agreement, the Paying Agent/Registrar is deemed to have agreed ta the provisians of this Ordinance and that it will perform the duties and functions of Paying AgentlRegistrar prescribed thereby. Section 5.07. Delivery of Records to Successor. If a Paying AgendRegistrar is replaced, such Paying AgentlRegistrar, promptly upon the appointment af the successor, will deliver the Register(or a copy thereo#} and all other pertinent baoks and records relating to the Bonds ta the successor Paying Agent✓Registrar. ARTICLE VI FORM OF THE BONDS Section 6A1. Form Generallv. (a) The Bonds, including the Registration Certificate of the Comptroller of Fublic Accaunts of the State of Texas, the Certificate of the Paying AgentlRegistrar, and the Assignment form to appear an each of the Bonds, (i) shall be substantially in the form set farth in this Article, with such appropriate insertians,omissions, substitutions, and other variatians as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other rnarks of identification {including identifying numbers and letters of the Cammittee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and �,r .� endorsements {including any reproductian of an apinian of counsel} therean as, consistently GRA325/71011 I?allas 879344_1.i70C -��- � herewith, may be determined by the City or by the officers executing such Bonds, as evidenced by their execution-thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (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: >�::� GRA325/71011 Dallas 879344_1.DOC -16- (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 . SERIE5 2004 INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER: % February 15, October 15, 2004 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 February 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 PaymendTransfer Office"), of JPMorgan Chase Bank, N.A., as initial Paying Agent/Registrar, or, with respect to a successor paying agent/registrar, 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 AgentJRegistrar. For the purpose of the payment of interest on this Bond, the registered owner sha11 be the person in whose name this Bond is `�`'� � registered at the close of business on the"Record Date,"which shall be the last Business Day of GRA325/71011 Dallas 879344 1.DOC -17- the month next preceding such interest payrnent date; provided, however, in the event of nanpayment af interest an 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 tl�e Paying AgentlRegistrar, 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 payrnent 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, pastage prepaid, ta the address of each tJwner of a Bond appearing on the boaks of the Paying AgentJRegistrar at the close of business on the last Business Day next preceding the date af mailing of such notice. If the date for the payment af the principal of ar interest on this Bond shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated PaymentlTransfer C}ffice is loca#ed are required or authorized by law ar executive order to close, the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, iegal holiday, or day an which banking institutions are required ar authorized to close, and payment on such date shall have the sarne force and effect as if made on the original date paytnent was due and no additional interest shall be due by reason of nonpayment an the date on which such payment 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 amaunt af $7,345,000 (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 bonds aftl�e City, and ta pay the costs of issuing the Bonds. The City has reserved the optian ta redeem the Bonds maturing an or after February 15, 2015, in whale or in part,befare their respective scheduled maturity dates, on February 15, 2014, or an any date thereafter, at a price equal to the principai amount af the Bonds so calied far redemption plus accrued interest ta the date fixed far redernptian. If less than all of the Bonds are to be redeemed, the City sha11 determine the maturity ar maturities and the amounts thereof ta be redeemed and shall direct the Paying AgentJRegistrar ta call by lat or other customary method that results in a random selectiort the Bands, or portions thereaf, 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 sha11 become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any af the Bonds or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease ta accrue. As pravided in the Ordinance, and subject to certain limitations therein set farth, this Bond is transferable upon surrender of this Band for transfer at the Designated PayinentJTransfer �. �� Office with such endorsement or other evidence af transfer as is acceptable to the Paying AgentlRegistrar; thereupon, one or more new fully registered Bonds af the same stated maturity, ��.�;:� GxA3zsinoi 1 v�n�s�9�aa_�.noc -18- 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 AgentlRegistrar, 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) anc� 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 t�es upon all taxable property in the City have been levied for and pledged to the payrnent 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] �s... GRA325/71011 Dallas 879344 1.DOC -19- (b) Form of Com�troller's Re�istration Certificate. The following Comptroller's Registration Certificate may be deleted from the definitive Bonds if such certificate on the Initial Bond is fully executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file and of recard 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 Pa�n�A�ent/Re Ig.strar. The following Certificate of Paying AgentlRegistrar 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 AgentlRegistrar 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,N.A., as Paying Agent/Registrar Dated: By: Authorized Signatory GRA325/71011 Dallas 879344_1.DOC -2�- (d) Form of Assigiment. 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 coristitutes and appoints attorney to transfer the within Bond an the baoks kept for registratian hereof, with fu11 power of substitution in the premises. Dated: NQTICE; The signature an this Assignment must conespond with the name of the registered owner as it appears an the face of � the within Bond in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. Sigriature Guaranteed By: Autharized Signatory (e) The Initial Bond sha11 be in the form set farth in paragraphs (a) through(d) of this Section,except far the fallawing alteratians: �i} immediately under the name af the Band, the headings "TNTEREST RA,TE" and "MATUR.ITY 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 deieted and the fallawing will be inserted: "on February I S in each of the years, in the principal installments and bearing interest at the per annum rates in accordaa�ce with the following schedule: Years Principat Installments Interest Rates , {Information to be inserted frorn schedule in Section 3A2 of this Ordinance) :��:..� (iii) the Initial Bond shall be numbered T-1. �x�2srnoi i IYallas 879344 1.DOC -�1- Section 6.03. CUSIP Registration. The City may secure identification numbers through the CUSIP Service Bureau Division � ° of Standard &Poor's Corporation,New Yark,New Yark, and may autharize the printing of such numbers on the face of the Bonds. It is expressly pravzded, hawever, that the presence or absence of CUSIP numbers on the Bands shall be of na significance or effect as regards the legality thereof and neither the City nor the attarneys approving said Bonds as to legality are ta be held responsible for CUSIP numbers incarrectly printed an the Bonds. Sectio�6.Q4. Le a� 1 Opinion. The approving legal opinion of Vinson 8c Elkins L.L.P., Bond Counsel, may be printed on the reverse side of or attached to each Bortd over the certification of the City Secretary of the City, which may be executed in facsimite. Section 6.OS. Statement of Insurance. A statement relating to a rnunicipal bond insurance palicy, if any, to be issued for the Bonds may be printed on or attached to each Bond. ARTICLE VII SALE AND DELNERY OF BONDS, DEPOSIT OF PROCEEDS Section 7A1, Sale of Bonds Official Staternent. (a) The Bonds are hereby officially sold and awarded and shall be delivered to the Underwriters, in accardance with the teims and provisions of that certain Bond Purchase Agreement relating to the Bands between the City and the Underwriters and dated the date of the passage of this Ordinance. 'The form and content of such Bond Purchase Agreement are hereby approved, and the Mayor is hereby authorized arnd directed to execute and deiiver, and the City Secretary is hereby autharized and directed to attest, such Bond Purchase Agreement. It is hereby officially faund, determined and deciared #hat the terms of this sale are the most advantageaus reasanably obtainable. The Bonds shall initially be registered in the name of Southwest Securities, Inc. or its designee. (b} The form and substance of the Preliminary Official Statement far the Bonds dated Qctaber 11, 2004, as amended, and any addencia, supplernent ar amendmenf thereto (the "Preliminary Official Statement"}, and the final Clfficial Statement (the "t)fficiai Statement"} presented to and considered at this meeting, are hereby in all respects approved and adopted, and the Preliminary Clfficial Statement is hereby deemed final as of i#s date (except for the omissian of pricing and retated infom�atian} within the meaning and far the purposes af paragraph (b}(1} of Rule 15c2-12 under the Securities Exchange Act af 1934, as amendecl. The Mayor af the City is hereby autharized and directed to execute the Official Statement and deliver appropriate numbers of copies thereof to the Undervvriters. The Official Staternent as thus approved, ' executed and delivered, with such appropriate variations as shaii be approved by the Mayor of the City and the Underwriters, may he used by the Underwriters in the public offering of the �° °� Bands and the sale thereaf. The City Seeretary is hereby authorized and d'zrected to include and GRA325/'I101 I Dallas 8?9344 I.DOC -ZZ- maintain a capy of the Official Statement and any addenda, supplement ar amendment thereto thus approved among the permanent records of this meeting. The use and distribution of the Preliminary Official Statement for the Bands in the preliminary public offering of the Bonds by the Underwriters are hereby ratified, approved and confirrned. (c} Al2 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 af Bonds, as they rnay deem appropriate in order to consummate the delivery of the Bonds in accordance with the provisions and terrns 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, appraving opinion of Vinson& Elkins L.L.P., bond counsel for the City, which opinion shall be dated and delivered the Clasing Date. Section 7A2. Control and Deliverxof Bonds. (a) The Mayor of the City is hereby authorized to have control of the Initial Bond and all necessary records and praceedings gertaining #hereto pending investigation, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, delivery of the Bonds shall be made to the initiai purchasers thereof under and subject to the general supervisian and direction of the Mayor, against receipt by the City af all amounts due to the City under the terms of sa]e. {c} In the event the Mayar 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 Clasing Date, the City shall cause the proceeds from the sale of the Bands to be deposited as follaws: (a) All amounts received on the Closing Date as accrued interest on the Bands from the Bond Date to the Closing Date shall be deposited to the Interest and Sinking Fund. (b) $7,249,383.73 of the proceeds af the�#ands shall be deposited to the Escrow Fund and sha11 be applied in accordance with the Escrow Agreernent. � (c) An amount equal ta $121,628.52 sha11 be deposited as directed by the Director of �.��.� Finarrce and used to pay the casts and expenses pertaining to the issuance of the Bonds, GRA32S/71011 I7allas 8'79344 T.DOC -23- including bond insurance premium. To the extent any of such sum is not used for such purpose, such excess shall be deposited to the Interest and Sinking Fund. " ' Sectian 7.04. Security of Funds. AIl maneys c�n deposit in funds referred to in this Ordinance sha1l be secured in the rnanner and to the fullest extent required by the laws of the State of Texas for the security of public funds and moneys on deposit in such funds shatl be used anly far the purposes permitted by this Ordinance. .A.RTICLE VIII INVESTMENTS Section 8.Q1. Investments. (a} Money in the Interest and Sinking Fund created by this Ordinance, at the option of the City, may be invested in such securities or obligations as permitted under applicabie law as in effect on the date of the inveshnent. {b} Any securities or abligations in which money in tbe Interest and Sinking Fund is so invested shall be kept and held in trust for the benefit af the Qwners and shall be sold and the proceeds of sale shall be timely applied to the tnaking of alI payments required ta be made from the Interest and Sinking Fund. Section 8.02. Investment Incorne. (a) Interest and income derived frorn investment of the Interest and Sinking Fund sha11 be credited to such Fund. {6) The investment and application of money in the Escrow Fund sha11 be in accordance with the provisions of the Escrow Agreement. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Sectian 9.01. Payment af the Bonds. On or befare each Interest Payment Date for the Bonds and while any of the Bonds are p�t�tana�ng �a ��a, there shall be made available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, money sufficient to pay such interest on,principal of, and redemption premium, if any, on the Bonds as will acerue ar mature on the applicable Interest Payment Date, maturity date or date of prior redemption if any. .�,�. ,� ��2srt�ai� Dallas 879344_1.DC)C —��— Section 9.02. Other Renresentations and Covenants. (a) The City will faithfully perform at all times any and all covenants, undertakings, " stipulations, and provisions contained in this Ordinance and in each Bond; the City will promptly pay or cause to be paid the principal of, redemption premium, if any, and interest on each Bond on the dates and at the places and manner prescribed in such Bond; and the City will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The City is duly authorized under the laws of the State of Texas to issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the City in accordance with their terms. Section 9.03. Provisions Concernin�Federal Income Tax Exclusion. The City intends that the interest on the Bonds shall be excludable from gross income for purposes of federal income talc purposes pursuant to sections 103 and 141 through 150 of the Code and the applicable Income Tax Regulations promulgated thereunder (the "Regulations"). The City covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds to be includable in gross income, as defined in section 61 of the Code, for purposes of federal income taxation. In particular, the City covenants and agrees to comply with each requirement of this Article IX; provided, however, that the City shall not be required to comply with any particular requirement of this Article IX if the City has received an opinion of nationally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or if the City has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Article IX will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such other requirement specified in such Counsel's Opinion shall constitute compliance with the corresponding requirement specified in this Article IX. Section 9.04. No Private Use or Pavment and No Private Loan Financing. The City shall certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, that the proceeds of the Refunded Bonds have not been used and the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be "private activity bonds" within the meaning of section 141 of the Code and the Regulations promulgated thereunder. Moreover, the City covenants and agrees that it will make such use of the proceeds of the Bonds and the Refunded Bonds, including interest or other investment income derived from Bond proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the bonds will not be "private � activity bonds" within the meaning of section 141 of the Code and the Regulations promulgated thereunder. � ,�,.d GRA325/71011 Dallas 879344_1.DOC -25- Section 9.05. No Federal Guarantv. The City covenants and agrees not to take any action, or knowingly omit to take any action or knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code and the applicable Regulations thereunder, except as permitted by section 149(b)(3)of the Code and such Regulations. Section 9.06. Bonds are not Hedge Bonds. The City covenants and agrees not to take any action, or knowingly omit to take any action, and has not knowingly omitted and will not knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Bonds to be "hedge bonds" within the meaning of section 149(g) of the Code and the applicable Regulations thereunder. Section 9.07. No-Arbitrage Covenant. The City shall certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the date the Bonds are delivered, the 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 bonds"within the meaning of section 148(a) of the Code 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 or other investment income derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take such other and further action as may be required so that the Bonds will not be "arbitrage bonds" within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder. Section 9.08. Arbitrage Rebate. If the City does not qualify for an exception to the requirements of Section 148(� of the Code, the City will take all necessary steps to comply with the requirement that certain amounts earned by the City on the investment of the "gross proceeds" of the Bonds (within the meaning of section 148(�(6)(B) of the Code),be rebated to the federal government. Specifically, the City will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of the City allocable to other bond issue of the City or moneys which do not represent gross proceeds of any bonds of the City, (ii) calculate at such times as are required by applicable Regulations, the amount earned from the investment of the gross proceeds of the Bonds which is required to be rebated to the federal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Bonds or on such other dates as may be permitted under applicable Regulations, all amounts required to be rebated to the federal government. Further, the City will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing ' ° requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Bonds that might result in a reduction in �_� the amount required to be paid to the federal government because such arrangemenf results in a GRA325/71011 Dallas 879344 I.DOC -26- smaller profit or a larger loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not been relevant to either party. Section 9.09. Information Reporting. The City covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Bonds are issued, an information statement concerning the Bonds, all under and in accordance with section 149(e) of the Code and the Regulations promulgated thereunder. Section 9.10. Continuing Obli ag, tion. Notwithstanding any other provision of this Ordinance, the City's obligations under the covenants and provisions of this Article IX shall survive the defeasance and discharge of the Bonds. - Section 9.11. Qualified Tax-Exempt Obli at�ions. The City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of section 265(b) of the Code. In connection therewith, the City represents (a) that the aggregate amount of tax-exempt obligations issued by the City during calendar year 2004, including the Bonds, which have been designated as "qualified tax-exempt obligations" under section 265(b)(3) of the Code does not exceed $10,000,000, and (b) that the reasonably anticipated amount of its ta�c-exempt obligations which will be issued by the City during calendar year 2004, including the Bonds, will not exceed $10,000,000. For purposes of this Section 9.05, the term "tax-exempt obligations"does not include"private activity bonds"within the meaning of section 141 of the Code, other than"qualified 501(c)(3)bonds"within the meaning of section 145 of the Code. In addition, for purposes of this Section 9.05, the City includes all governmental units which are aggregate with the City under section 265(b)of the Code. ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i} the failure to make payment of the principal of, redemption premium, if any, or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, which default materially and adversely affects the rights of the Owners, including but not limited to, their�prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after ��.., notice of such default is given by any Owner to the City. GRA325/7101 I Dallas 879344_1.DOC -27- Section 1q.02. Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or an autharized �epresentative thereof, including but not limitsd to, a trustee or tri�stees therefor, may proceed against the City for the purpose of protecting and enforcing the rights of the Owners under this C?rdirzance, by mandamus or other suit, actian or special proceeding in equity or at Iaw, in any court of competent jurisdiction, for any relief permitted by law, including the specific perfc�rmance of any covenant or agreement contained herein,or thereby to enjoin any act or thing that may be unlawful or in violatian of any right of the Owners hereunder ar any combinatian of such remedies. {b} It is provided that all such praceedings sha11 be instituted and maintained far the „ equal benefit of all Owners of Bonds then outstanding. Sectian 10.03. Remedies Not Exclusive. (a} No remedy herein conferred or reserved is intended ta be exclusive of any ather available remedy or remedies, but each and every such remedy shall be cumulative as2d shall be in addition to every other remedy given hereunder ar under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision af this tJrdinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance, (b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. ARTICLE XI . DISCHARGE Section 11.01. Dischar�e. The Bands may be defeased, refunded a.nd discharged in any manner permitted by applicable law. ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.01. Annual Reports. (a} The City shail provide annually to each NRMSIR and to any SID, within six (6) munths after the end of each fiscal year, financial information and operating data with respect to the City of the general type included in the final Official Statement, being the information described in E�iibit A hereto. Any financial statements so to be provided shall be(i}prepared in �= accordance with the accounting principies described in Exhibit A hereto, and (ii) audited, if the City commissians an audit of such statements and the audit is campleted within the period during ;�,.� which they must be pravided. If the audit of such financiai statements is not complete within �t�zsl��o1� n��5 s�9saa i.ncac -2& such period, then the City shall provide notice that audited financial statements are not available a�nd shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR � and any SID. The City shall provide audited financial statements for the applicable fiscal year to each NRNfSIR and to any SID. Thereafter, when and if audited financial statements became available, the Ciry shall provide such audited financial statements as required to each NRMSIR and to any SID. (b} If the City changes its fiscai year, it will notify each NRMSIR and.any SID af the change (and of the date of the new fiscal year end) prior to the next date by which the City atherwise would be required ta pravide financial infarmation and operating data pursuant ta this Section. (c) The financial information and operating data to be provided pursuant to this Sect�on may be set forth in full in one or mare documen#s ar may be included by specific reference to any document (including an official statement or other affering document, if it is available from the MSRB} that theretofore has been provided #o each NRMSIR and any SID or filed with the SEC. Section 12.Q2. Material Event Notices. (a) The City sha11 notify any SID and either each NRMSIR or the MSRB, in a tirnely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning af the federal securities laws: . (i) principal and interest payment delinquencies; (ii) nonpayment related defaults; (iii) unscheduled draws an debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties, (v) substitution of credit or�iquidity providers, ar their failure ta perfarm; (vi) adverse tax apinions or events affecting the tax exempt status of the Bonds; (vii) rnodifications to rights of Owners; (viii) bond calls; (ix) defeasance; (x) release, substitution, or saie of property securing repayment of the Bonds; and a.,,;,.� GRA325/'I1011 Dallas 879344 1.TNDC -2}- (xi) rating changes. (b) The City sha11 notify any SID and either each NRMSIR. or the MSRB, in a timely manner, af any failure by the City to grovide financial information ar operating data in accordance 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 abserve and perforrn 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 langer ta be outstanding. (b) The provisions of this Article are for the soie benefit of the Owners and beneficial owners of the Bands, and nothing in this Article,express ar implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial informatian, operating data, financial statements, and noticss which it has expressly agreed to provide pursuant to this Article and does not hereby undertake ta pravide any other information that may be relevant or material to a complete presentation of the City's financial results, candition, or prospects or hereby undertake to update any information provided in accordance with this Article ar othervvise, except as expressly pravided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decisian to invest in or sell Bonds at any future date. IINDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL OWNER C7F ANY BC7ND OR ANY OTHER PERSON, IN C(3NTRACT OR TORT, F�R DAMAGES RESULTiNG IN WHflLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT (JN ITS FART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR(JN ACCOLTNT OF ANY SUCH BREACH SHALL BE LIMITEI7 TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (c) Na default by the City in observing or performing its obliga#ions under this Article shall camprise a breach of or default under the Ordinance for purposes of any ather provisions of this Ordinance. (d} Naihing in this Article is intended ar shall act ta disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. (e) The provisions of this Article may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirernents, a change in 1aw, or a change in the identity, nature, status, or type of operations of the City, but only if (i) the , � provisians of this Art'rcle, as sa amended, wouid have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in campliance with the Ru1e, taking into account ,,u;nd any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal GRA325/71011 I?allas 879344 1.DOC -34- amount(or any greater amount required by any other provisions of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (B) an entity or individual a person that is unaffiliated with the City(such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Bonds. If the City so amends the provisions of this Article, it shall include with any amended financial information or operating data next provided in accordance with Section 12.01 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. ARTICLE XIII . REDEMPTION OF BONDS; APPROVAL OF ESCROW AGREEMENT; PURCHASE OF ESCROWED SECURITIES Section 13.01. Redemption of Refunded Bonds. (a) The Refunded Bonds are hereby called for redemption on the dates, in the principal amounts and at a redemption price equal to the principal amount thereof plus interest accrued thereon to the redemption date all as set forth on Schedule I hereto. (b) The City Secretary is hereby authorized and directed to cause a copy of this Ordinance to be delivered to each paying agent/registrar for the Refunded Bonds the delivery of which shall constitute notice of redemption and notice of defeasance to such paying agentlregistrar. Section 13.02. Subscription of Federal Securities. The Mayor and the Director of Finance, either or both, are hereby authorized to make necessary arrangements for the purchase of the Federal Securities referenced in the Escrow Agreement, as may be necessary for the Escrow Fund and the application for the acquisition of the Federal Securities is hereby approved and ratified. Section 13.03. Ap�roval of Escrow Agreement. The Escrow Agreement, in substantially the form presented at this meeting, and its execution and delivery by the Mayor is hereby authorized and- approved. The signature of the Mayor shall be attested by the City Secretary. Following the deposits to the Escrow Fund as herein specified, the Refunded Bonds shall be payable solely from and secured by such deposits and shall cause to be payable from ad valorem t�es. Section 13.04. Notice of Deposit. Each paying agentlregistrar for the Refunded Bonds is hereby authorized and directed to give notice of deposit with respect to the Refunded Bonds as required under the ordinance pursuant to which the Refunded Bonds were issued. �-;:� GRA325/71011 Dallas 879344 1_DOC -31- FINALLY PASSED, APPROVED AND EFFECTIVE THIS OCTOBER 19, 2004. � Mayor,City of GrapevinP, Texas ATTEST: City Sec etary City of Grapevine, Texas [SEAL] APPROVED AS TO FORM: By: C�-� City Attorney, City of Grap e, Texas Signature Page for Bond Ordinance SCHEDULEI SCHEDULE OF R�FUNDED BONDS 'The following autstanding abligations will be redeemed priar to original maturity as indicated belaw, at a redemption price of par ptus interest accrued to the Redemption T3ate, t`�rigival t?atstanding Principat Obligations to be Principal Principal Maturities to Amount Redempt�on Refuuded Amount Amount be Refunded Refunded Date City of Grapevine, $1,215,000 $1,21S,p00 02/15/2Q14 $1,215,000 02/15/2005 Texas,General 1,275,U0�} 1,275,004 02/15/2015 1,275,000 02115/2005 Obligatian Bonds, 1,340,Q00 1,340,000 02/15/2016 1,340.000 02/15/2p4S Series 1495,dated June 1,1995 Total 3,830,000 City of Grapevine, $ 720,400 $ 720,000 02/0512014 $ 720,400 021I51240b Texas,General 2,445,OQ0 2,445,000 Q2/OS/2017 2,445.000 02/15/2006 Obligation Bonds, Series 1996 Tatal 3,165,000 Total Refunded �__�� :,. EXHIBIT A DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION The following information is referred to in Article XII of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Article are as specified (and included in the Appendix or other headings of the Official Statement referred to)below: 1. The portions of the financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal yeax. 2. Statistical and financial data set forth in Tables numbered 1 through 6 and 8 through 15. Accounting Principles The accounting principles referred to in such Article are the accounting principles described in the notes to the financial statements referred to in Paragraph 1 above. ,„.� GRA325/71011 Dallas 879344 i.DOC A-1