HomeMy WebLinkAboutORD 2003-001 BOND ORDINANCE NO. 2003- 01
relating to
$15,710,000
CITY OF GRAFEVINE, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS
SERIES 2003
Adopted: Jax�uary 7, 2003
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TABLE OF CONTENTS
Pa�e
ARTICLE I
DEFINITIONS AND OTHEF:PRELIMINARY MATTERS
Section1.01. Definitions...............................................................................................................2
Section1.02. Findings...................................................................................................................4
Section 1.03. Table of Contents, Titles and Headings..................................................................4
Section1.04. Interpretation...........................................................................................................5
ARTI�LE II
SECURITY FOR THE BONDS; II�TEREST AND SINKING FUND
Section2.01. Tax Levy.................................................................................................................5
Section 2.02. Interest and Sinking Fund .......................................................................................6
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section3.01. Authorization...........................................................................................................6
Section 3.02. Date, Denomination, Maturities and Interest..........................................................6
Section 3.03. Medium, Method and Place of Payment.................................................................7
Section 3.04. Execution and Registration of Bonds......................................................................8
Section3.05. Ownership ...............................................................................................................9
Section 3.06. Registration,Transfer and Excha�ige...................................................:..................9
Section3.07. Cancellation........................................................................................................... l0
Section 3.08. Temporary Bonds...............
................................................................................... 10
Section 3.09. Replacement Bonds............................................................................................... 11
Section 3.10. Book-Entry-Only System...................................................................................... 12
Section 3.11. Successor Securities Depository; Transfer Outside Book-Entry Only System..... 12
Section 3.12. Payments to Cede & Co........................................................................................ 13
ARTICLE IV
REDEMPTION OF BON]DS BEFORE MATURITY
Section 4.01. Limitation on Redemption.................................................................................... 13
Section 4.02. Optional Redemption............................................................................................ 13
Section 4.03. Partial Redemption................................................................................................ 14
`"" Section 4.04. Notice of Redemption to Owners.......................................................................... 14
Section 4.05. Payment Upon Redemption.................................................................................. 14
"�" Section 4.06. Effect of Redemption
............................................................................................ 15
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ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar.................................................... 15
Section5.02. Qualifications........................................................................................................ 15
Section 5.03. Maintaining Paying Agent/Registrar..................................................................... 15
Section5.04. Termination........................................................................................................... 15
Section 5.05. Notice of Change to Owners................................................................................. 16
Section 5.06. Ageement to Perform Duties and Functions........................................................ 16
Section 5.07. Delivery of Records to Successor......................................................................... 16
ARTICLE VI
FORM OF THE BONDS
Section6.01. Form Generally..................................................................................................... 16
Section6.02. Form of the Bonds................................................................................................. 17
Section 6.03. CUSIP Registration...............................................................................................22
Section6.04. Legal Opinion........................................................................................................22
Section 6.05. Statement of Insurance...........................................................................................22
ARTICLE VII
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section 7.01. Sale ofBonds, Official Statement.........................................................................22
Section 7.02. Control and Delivery of Bonds .............................................................:...............23
Section 7.03. Deposit of Proceeds...............................................................................................23
Section7.04. Security of Funds ..................................................................................................24
ARTIC:LE VIII
1NVESTMENTS
Section8.01. Investments............................................................................................................24
Section 8.02. Investment Income................................................................................................24
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Bonds ...........................................................................................25
Section 9.02. Other Representations and Covenants...................................................................25
Section 9.03. Provisions Concerning Federal In�come Tax Exclusion........................................25
Section 9.04. No Private Use or Payment and No Private Loan Financing................................26
Section 9.05. No Federal Guaranty.............................................................................................26
°�"� Section 9.06. Bonds are not Hedge Bonds
..................................................................................26
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Section 9.07. No-Arbitrage Covenant.........................................................................................26
Section 9.08. Arbitrage Rebate ....................................................................:..............................26
Section 9.09. Information Reporting...........................................................................................27
Section 9.10. Continuing Obligation...........................................................................................27
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default...................................................................................................27
Section 10.02. Remedies for Default ............................................................................................28
Section 10.03. Remedies Not Exclusive.......................................................................................28
ARTICLE XI
DISCF[ARGE
Section11.01. Discharge...............................................................................................................28
ARTICLE XII
CONTINUING DISCLO�SURE UNDERTAKING
Section12.01. Annual Reports.............................,.........................................................................28
Section 12.02. Material Event Notices..........................................................................................29
Section 12.03. Limitations, Disclaimers and Am�ndments..........................................................30
ARTICLE XIII
REDEMPTION OF BONDS; APPROVAL OF ESCROW AGREEMENT;
PURCHASE OF ESCFZOWED SECURITIES
Section 13.01. Redemption of Refunded Bonds...........................................................................31
Section 13.02. Subscription of Federal Securities.........................................................................31
Section 13.03. Approval of Escrow Agreement............................................................................31
Section13.04. Notice of Deposit ..................................................................................................31
Schedule I—Schedule of Refunded Bonds
Exhibit A -Description of Annual Disclosure of Financial Information....................................A-1
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AN ORDINANCE PROVIDING FOR THE ISSUANC� OF CITY OF
GRAPEVINE, TEXAS GENERAL OBLIGATION REFUNDING AND
IMPROVEMENT BONDS, SERIES 20�3, IN THE AGGREGATE PRINCIPAL
AMOLTNT OF $15,710,000; LEVYIN�G A TAX IN PAYMENT THEREOF;
PRESCRIBING THE FORM OF SAID BONDS; APPROVING THE OFFICIAL
STATEMENT; APPROVING EXECUTION AND DELIVERY OF A BOND
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; AND
ENACTING OTHER PROVISIONS RELATING THERETO;
WHEREAS, there are presently outstand.ing certain obligations of the City of Grapevine,
Texas (the "City"), which are secured by and payable from ad valorem taxes levied on property
within the City in an amount sufficient to pay principal of and interest on such bonds as they
become due within the limits prescribed by law; and
WHEREAS, the City now desires to rf;fund such obligations described on Schedule I
hereto (such Refunded Bonds to be hereinafter rf;ferred to as the "Refunded Bonds"); and
WHEREAS, Chapter 1207, Texas Government Code, authorizes the City to issue
refunding bonds and to deposit the proceeds fro�n 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, sliall constitute the making of firm banking and
financial arrangements for the discharge and fina�l payment of the Refunded Bonds; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with any paying agent for the Refunded Bonds with respect to the safekeeping, investment,
reinvestment, administration and disposition of any such deposit, upon such terms and conditions
as the City and such paying agent may agree, provided that such deposits may be invested and
reinvested only in direct obligations of the Unil:ed States of America, including obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America, and which shall mature and bear intere;st payable at such times and in such amounts as
will be sufficient to provide for the scheduled �ayment or prepayment of the Refunded Bonds;
and
WHEREAS, Bank One, National Associ�tion is a paying agent for one or more series of
the Refunded Bonds and the Escrow Agreement hereinafter authorized constitutes an escrow
agreement of the kind authorized and permitted by said Chapter 1207; and
WHEREAS, the City Council of the City hereby finds and determines that refunding the
Refunded Bonds for the purpose of achievirig net present value debt service savings of
approximately $679,798.44 (after allocation of� all cost of issuance of the bonds hereinafter
authorized to the refunding bonds), representing approximately 6.327%, with respect to the
Refunded Bonds is in the best interest of the citizens of the City; and
WHEREAS, in addition to the refunding bonds, the City intends to issue general
' obligation bonds to finance improvements which the City Council determines to be necessary
"' within the City;
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WHEREAS, the bonds hereinafter authorized were duly and favorably voted, as required
by the Constitution and laws of the State of Te�:as, at an election held in the City of Grapevine,
Texas (the"City"), on Saturday, December 5, 15�98; and
WHEREAS, at said election, the following are among the purposes and amounts of the
bonds which were authorized, reflecting any amount previously issued pursuant to each voted
authorization, the amount therefrom being issued pursuant to this Ordinance, and the balance that
remains unissued after the issuance of the bonds herein authorized, to wit:
Amount
Amount Previously Amount Being Unissued
Purpose Voted Issued Issued Balance
Street Improvements $30,245,000 $20,000,000 $4,997,313.80* $5,247,686.20
*Includes $27,313.80 premium allocatf;d to voted authorization with respect to the
Bonds.
WHEREAS, the City Council has founcl and determined that it is necessary and in the
best interest of the City and its citizens that i1: authorize by this Ordinance the issuance and
delivery of its bonds in a single series at this time; and
WHEREAS, it is officially found, determined and declared that the meeting at which this
� Ordinance has been adopted was open to the public as required by law, and the public notice of
the time, place and purpose of said meeting was given as required by Chapter 551, Texas
Government Code, as amended; therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE,
TEXAS:
ARTI�LE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwzse in
this Ordinance, the following terms shall have the meanings specified below:
"Bond"means any of the Bonds.
"Bond Date" means the date designated as the date of the Bonds by Section 3.02(a) of
this Ordinance.
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"Bonds" means the City's boncis aufhorized to be issued by Section 3.01 of this
Ordinance and designated as "City of Grapevine, Texas, General Obligation Refunding and
Improvement Bonds, Series 2003."
"Business Day"means a day that is not a Saturday, Sunday, legal holiday or other day on
which banking instihrtions in the city where thf, Designated Payment/Transfer Office is located
are required or authorized by law or executive order to close.
"City"means the City of Grapevine, Texas.
"Closing Date"means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable
regulations, published rulings and court decisions.
"Designated PaymentlTransfer Office" means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Columbus, Ohio, or at such other location designated
by the Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the
office of such successor designated and locateci as may be agreed upon by the City and such
successor.
"DTC" means The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" means brokers ar�d dealers, banks, trust companies, clearing
.. corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Escrow Agent"means Bank One, Natio�nal Association, or its successors or assigns.
"Escrow AgeemenY'means that certain Escrow Agreement, dated as of January 1, 2003,
between the City and the Escrow Agent.
"Escrow Fund"means the fund by that name established in the Escrow Agreement.
"Event of DefaulY' means any event of default as defined in Section 10.01 of this
Ordinance.
"Initial Bond"means the Initial Bond authorized by Section 3.04(d) of this Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund established by
Section 2.02 of this Ordinance.
"Interest Payrnent Date" means the dat:e or dates on which interest on the Bonds is
scheduled to be paid until their respective dates of maturity or prior redemption, such dates being
February 15 and August 15, commencing August 15, 2003.
.��,�
� "MSRB"means the Municipal Securities Rulemaking Board.
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"NRMSIR" means each person whom the SEC or its staff has determined to be a
nationally recognized municipal securities infor�nation repository within the meaning of the Rule
� from time to time.
"Owner" means the person who is the rc;gistered owner of a Bond or Bonds, as shown in
the Register.
"Paying Agent/Registrar" means initially Bank One, National Association, or any
successor thereto as provided in this Ordinance.
"Record Date" means the last Business Day of the month next preceding an Interest
Payment Date.
"Register"means the bond register speci:fied in Section 3.06(a) of this Ordinance.
"Representations Letter" means the lBlanket Letter of Representations previously
executed by the City and DTC and on file with I)TC.
"SEC"means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer or agency thereof, as and determined b:y the SEC or its staff to be a state information
depository within the meaning of the Rule from time to time.
"Special Payrnent Date"means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date"means the Special Record Date prescribed by Section 3.03(b).
"Unclaimed Payments" means money d�posited with the Paying Agent/Registrar for the
payment of principal of, redemption premium, if any, or interest on the Bonds as the same come
due and payable or money set aside for the payrnent of Bonds duly called for redemption prior to
maturity.
"Underwriters" mean SWS Securities, Inc., Coastal Securities Inc. and SAMCO Capital
Markets, as underwriters of the Bonds pursu;�nt to that certain Bond Purchase Agreement
approved in Section 7.01 hereof.
Section 1.02. Findin�s.
i'he declarations, determinations and finciings declared, made and found in the preamble
to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.03. Table of Contents Titles and Headin�s.
The table of contents, titles and headings of the Articles and Sections of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never
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� be considered or given any effect in construing this Ordinance or any provision hereof or in
� ascertaining intent, if any question of intent should arise.
"�``�' Section 1.04. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall
be construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural
number and vice versa.
(b) This Ordinance and all the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein.
ARTICLE II
SECURITY FOR THE BONDS; DVTEREST AND SINKING FUND
Section 2.01. Tax Levv.
(a) Pursuant to the authority g�-anted by the Texas Constitution and the laws of
the State of Texas, there is hereby levied for the current year and for each succeeding year
hereafter while any of the Bonds or any interest t:hereon is outstanding and unpaid, an ad valorem
tax on each one hundred dollars' valuation of taxable property within the City, at a rate
sufficient, within the limit prescribed by law, to pay the debt service requirements of the Bonds,
being (i) the interest on the Bonds, and (ii) a si�llcing fund for their redemption at maturity or a
sinking fund of 2% per annum (whichever arnount is greater), when due and payable, full
allowance being made for delinquencies and cosi:s of collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year
against all property appearing on the tax rolls o�the City inost 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
commit�ed 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 th� City is scheduled to set a tax rate for any year,
then such tax rate which would otherwise be required to be established pursuant to subsection (a)
of this Section may be reduced to the extent and by the amount of such funds in the Interest and
Sinking Fund.
(e) If the lien and provisions of this Ordinance shall be released in a manner
permitted by Article XI hereof, then the collecti��n of such ad valorem tax may be suspended or
�-� appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking
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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 Pay:ng Agent/Registrar for such redemption.
Section 2.02. Interest and Sinkin�Fund.
(a) The City hereby establishes a special fund or account, to be designated the
"City of Grapevine, Texas General Obligation Refunding and Improvement Bonds, Series 2003,
Interest and Sinking Fund," said fund to be mai.ntained at an official depository bank of the City
separate and apart from all other funds and acco�.�nts 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 X►ayable in accordance with their terms and this
Ordinance.
ARTICLE III
AUTHORIZATION; GENERA.L TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01. Authorization.
The City's bonds to be designated "City of Grapevine, Texas General Obligation
n� Refunding and Improvement Bonds, Series 2003," are hereby authorized to be issued and
delivered in accordance with Tex. Const. arQ. XI, Sec. 5, Chapters 1207 and 1331 T�xas
Government Code, as amended, and Section 9.26 of the City's Home-Rule Charter. The Bonds
shall be issued in the aggegate principal amount of$15,710,000, for the purpose of providing
funds to (i) refund the Refunded Bonds, (ii)make the following permanent public improvements,
to wit: constructing, improving and widenin� streets and thoroughfares and related utility
relocation, drainage, landscaping, sidewalk and signalization improvements, and acquiring land
and interests in land therefore, and (iii)pay the c�osts of issuing the Bonds.
Section 3.02. Date. Denomination Maturities and Interest.
(a) The Bonds shall be dated January 1, 2003. The Bonds shall be in fully
registered form, without coupons, in the denomination of$5,000 or any integral multiple thereof,
and shall be numbered separately from one u��ward, except the Initial Bond, which shall be
numbered T-1.
(b) The Bonds shall mature on February 15 in the years and in the principal
amounts set forth in the following schedule:
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Serial Bonds
Maturity Principal Interest Maturity Principal Interest
�" (Februarv 15� Amount Rate (Februarv 15� , Amount Rate
2004 $1,580,000 3.000% 2014 $240,000 4.000%
2005 1,460,000 3.000% 2015 250,000 4.250%
2006 1,500,000 3.000% 2016 265,000 4.375%
2007 1,575,000 5.000% 2017 275,000 4.500%
2008 1,635,000 3.000% 2018 290,000 4.500%
2009 1,695,000 3.500% 2019 300,000 4.625%
2010 1,210,000 3.750% 2020 315,000 4.750%
2011 1,260,000 3.750% 2021 330,000 4.750%
2012 580,000 3.750% 2022 350,000 4.875%
2013 235,000 3.875% 2023 365,000 5.000%
(c) Interest shall accrue and be paid on each Bond respectively until its
maturity or prior redemption, from the later of the Bond Date or the most recent Interest Payment
Date to which interest has been paid or provide:d for at the rates per annum for each respective
maturity specified in the schedule contained in subsection (b) above. Such interest shall be
payable semiannually commencing on August 15, 2003, and on each February 15 and August 15
thereafter until maturity or prior redemption. ]nterest on the Bonds shall be calculated on the
basis of a 360-day year composed of 12 months �f 30 days each.
' Section 3.03. Medium, Method and Place of Payment.
(a) The principal of, premiurri, if any, and interest on the Bonds shall be paid
in lawful money of the United States of Arnerica.
(b) Interest on the Bonds shall be payable to the Owners as shown in the
Register at the close of business on the Rec�ord Date; provided, however, in the event of
nonpayment of interest on a scheduled Interest :Payment Date and for 30 days thereafter, a new
record date for such interest payment (a "Special Record Date") shall be established by the
Paying Agent/Registrar, if and when funds for t.he payment of such interest have been received
from the City. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date)
shall be sent at least five Business Days prior to the Special Record Date by United States mail,
first class, postage prepaid, to the address of each Owner of a Bond appearing on the Register at
the close of business on the last Business Day next preceding the date of mailing of such notice.
(c) Interest shall be paid by check, dated as of and mailed on the Interest
Payment Date, and sent by the Paying Agent/R�gistrar 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 t� the Paying Agent/Registrar and the Owner;
provided, however, that the Owner shall bear all risk and expense of such other banking
3�
arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Bonds,
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interest may be paid by wire transfer to the bank account of such Owner on file with the Paying
Agent/Registrar.
(d) The principal of each Bc►nd shall be paid to the Owner on the due date
thereof(whether at the maturity date or the dat� of prior redemption thereo fl upon presentation
and surrender of such Bond at the Desigmated Payment/Transfer Office of the Paying
Agent/Registrar.
(e) If the date for the payrnE�nt of the principal of or interest on the Bonds
shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where
the Designated Payment/Transfer Office is located are required or authorized by law or executive
order to close, the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday, or day on whir,h banking institutions are required or authorized
to close, and payment on such date shall have th� same force and effect as if made on the original
date payment was due and no additional interest shall be due by reason of nonpayment on the
date on which such payment is otherwise stated i;o be due and payable.
(fl Unclaimed Payments sha1.1 be segregated in a special escrow account and
held in trust, uninvested by the Paying Agent/�egistrar, 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 ciate shall be applied to the next payment or
r 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
P purpose. Thereafter, neither the City, the Payin.g Agent/Registrar nor any other person shall be
liable or responsible to any Owners of such Bmnds for any further payment of such unclaiYned
moneys or on account of any such Bonds, subject to Title 6 of the Texas Property Code.
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 sig�atures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of said
officers, and such facsimile seal on the Bonds shall have the same effect as if the official seal of
the City had been manually impressed upon eacl�of the Bonds.
(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 fa.csimile signature nevertheless shall be valid and
sufficient for all purposes as if such officer had reinained 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/Registra.r substantially in the form provided herein, duly
authenticated by manual execution by an offic;er or duly authorized signatory of the Paying
,�
Agent/Registrar. It shall not be required that the same officer or authorized signatory of the
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Paying Agent/Registrar sign the Certificate of Paying AgentlRegistrar on all of the Bonds. In
p""' lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial �ond
delivered at the Closing Date shall have axtached 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 approveci 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 7'exas.
(d) On the Closing Date, on.e 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 Mayo;r 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 maturYty, registered in the name of Cede & Co., as
nominee of DTC.
Section 3.05. Ownershin.
(a) The City, the Paying AgE;nt/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 prin�ipal 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 paud to the person in whose name such bond is
registered on the Record Date or Special Recorci 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 th� Owner of a Bond shall be valid and effectual
and shall discharge the liability of the City and the Paying Agent/Registrar upon such Bond to
the extent of the sums paid.
Section 3.06. ReQistration, Transfer and Exchan�e.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Paym.ent/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 l3onds in accordance with this Ordinance.
(b) The ownership of a Bonct may be transferred only upon the presentation
and surrender of the Bond at the Designated Pa:yment/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 excllangeable upon the presentation and surrender
'"�� thereof at the Designated Payment/Transfer Office for a Bond or Bonds of the same maturity and
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interest rate and in any denomination or denomi:nations of any integral multiple of$5,000 and in
an aggregate principal amount equal to the unpaid principal amount of the Bonds presented for
exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Bonds
exchanged for other Bonds in accordance with tliis Section.
(d) Each exchange Bond delivered by the Paying Agent/Registrar in
accordance with this Section shall constitute ari original contractual obligation of the City and
shall be entitled to the benefits and security of t:his Ordinance to the same extent as the Bond or
Bonds in lieu of which such exchange Bond is delivered.
(e) No service charge shall b�e made to the Owner for the initial registration,
subsequent transfer, or exchange for a different denomination of any of the Bonds. The Paying
AgendRegistrar, 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.
(� Neither the City nor the P'aying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond called for redemption, in whole ar in part, within 45 calendar
days prior to the date fixed for redemption; �rovided, however, such limitation shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.07. Cancellation.
' All Bonds paid or redeemed befare 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 witli this Ordinance, shall be cancelled and proper
records shall be made regarding such paymernt, redemption, exchange or replacement. The
Paying Agent/Registrar shall dispose of c�ncelled Bonds in accordance with the Securities
Exchange Act of 1934.
Section 3.08. Temporarv Bonds.
(a) Following the delivery an�l registration of the Initial Bond and pending the
preparation of definitive Bonds, the proper officers of the City may execute and, upon the City's
request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary �3onds
that are printed, lithographed, typewritten, nlimeographed 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 Bo�nds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary
fortn 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
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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
j� Owner.
Section 3.09. Replacement Bonds.
(a) Upon the presentation arnd surrender to the Paying Agent/Registrar of a
mutilated Bond, the Paying Agent/Registrar sha:ll authenticate and deliver in exchange therefor a
replacement Bond of like tenor and principal arnount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Bond to pay
a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed
in connection therewith and any other expenses ��onnected therewith.
(b) In the event that any Band is lost, apparently destroyed or wrongfully
taken, the Paying Agent/Registrar, pursuant to �he applicable laws of the State of Texas and in
the absence of notice or knowledge that such B��nd has been acquired by a bona fide purchaser,
shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearirig a
number not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying A�ent/Registrar satisfactory evidence of his ar her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
(iii) pays all expenses and cha.rges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the
Paying Agent/Registrar.
(c) If, after the delivery oF such replacement Bond, a bona fide purchaser of
the original Bond in lieu of which such replacement Bond was issued presents for payment such
original Bond, the City and the Paying Agent/Registrar shall be entitled to recover such
replacement Bond from the person to whom it was delivered or any person taking therefrom,
except a bona fide purchaser, and shall be ent�tled to recover upon the security or inde�miity
provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the
Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or
wrongfully taken Bond has become or is about to become due and payable, the Paying
Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond if it
has become due and payable or may pay such Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall
"�°� constitute an original additional contractual obl.igation of the City and shall be entitled to the
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benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered.
" ' Section 3.10. Book-Entry-Onlv System.
(a) Notwithstanding any oth�;r 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 re�istered in the name of Cede & Co., as nominee
of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any
DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in
the Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or �obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as
shown on the Register, of any notice with r•espect 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 othe;r provision of this Ordinance to the contrary, the
City an� the Paying Agent/Registrar shall be erititled 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, andl 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 Boncls only to or
upon the order of the respective Owners as sho�m 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 C'ity'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
obligation of the City to make payments of a�nounts due pursuant to this Ordinance. Upon
delivery by DTC to the Paying Agent/Registra�r 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 D7�C.
(c) The Representations Letter previously executed and delivered by the City,
and applicable to the City's obligations delivered in book-entry-only form to DTC as securities
depository, is hereby ratified and approved for the Bonds.
Section 3.11. Successor Securities Depositorv; Transfer Outside Book-Entrv Onlv
Svstem.
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the Representations Letter of the City
�� to DTC, and that it is in the best interest of the beneficial owners of the Bonds that they be aUle
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to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the
City shall (i) appoint a successor securitie;� depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
%�� Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository; or (ii) notify DTC and DTC Participants
of the availability through DTC of certiftcated Bonds and cause the Paying Agent/Registrar to
transfer one or more separate registered Bond:; to DTC Participants having Bonds credited to
their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in
the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name
of the successor securities depository, or its nominee, or in whatever name or names Owners
transferring or exchanging Bonds shall desigiate, in accordance with the provisions of this
Ordinance.
Section 3.12. Pavments to Cede & ('o.
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 Redem tion.
The Bonds shall be subject to redemption befare scheduled maturity only as provided in
this Article IV.
Section 4.02. Optional Redemption.
(a) The City reserves the o��tion to redeem Bonds maturing on and after
February 15, 2014 in whole or any part, before their respective scheduled maturity dates, on
February 15, 2013 or on any date thereafter, su�ch 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 Bo��ds 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/F;egistrar to call by lot the Bonds, or portions
thereof, within such maturity or maturities and ir� 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 Payin; Agent/Registrar, shall notify the Paying
Agent/Registrar of such redemption date and of t.he principal amount of Bonds to be redeemed.
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Section 4.03. Partial Redemntion.
(a) A portion of a single Borid 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 redeinption.
(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 unredee�ned
portion of the Bond so surrendered, such exchange being without charge.
(c) The Paying AgendRegistrar shall promptly notify the City in writing of
the principal amount to be redeemed of any Bond as to which only a portion thereof is to be
redeemed.
Section 4.04. Notice of Redemption to Owners.
(a) The Paying Agent/Regist�-ar 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 Uusiness 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 Boncts or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively
presumed to have been duly given, whether or not the Owner receives such notice.
Section 4.05. Pavment Upon Rederr� tion.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amaunts due on the redemption date and the Paying
Agent/Registrar shall make provision for the pa,yment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amour�ts as are received by the Paying Agent/Registrar
from the City and shall use such funds solely for the purpose of paying the principal of,
redemption premium, if any, and accrued interest on the Bonds being redeemed.
(b) Upon presentation and su�render of any Bond called for redemption at the
Designated Payment/Transfer Office on or af'ter the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on
such Bond to the date of redemption from the money set aside for such purpose.
�
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Section 4.06. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.04 of
this Ordinance, the Bonds or portions thereo:f called for redemption shall become due and
payable on the date fixed for redemption and, iznless the City defaults in its obligation to make
provision for the payment of the principal th�reof, redemption premium, if any, or acci-ued
interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the
date fixed for redemption, whether or not such F3onds 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 �►rovision is made for the payment of same by the
City.
ARTICLE V
PAYING AGETTT/REGISTRAR
Section 5.01. Appointment of Initial Pavin�A e� ntJRe�istrar.
Bank One, National Association, Austin, Texas, is hereby appointed as the initial Paying
Agent/Registrar for the Bonds.
Section 5.02. Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized
under the laws of the State of Texas, or any oth�r 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. Maintainin�Paying Agent/Re�istrar.
(a) At all times while any B;onds are outstanding, the City will maintain a
Paying AgentlRegistrar that is qualified under Section 5.02 of this Ordinance. The Mayor is
hereby authorized and directed to execute an agreement (the "Paying Agent/Registrar
Agreement"), in the form presented at this meeting, with the Paying Agent/Registrar specifying
the duties and responsibilities of the City and the Paying Agent/Registrar. The signature of the
Mayor shall be attested by the City Secretary of the City.
(b) If the Paying AgentlRegistrar resigns or otherwise ceases to serve as such,
the City will promptly appoint a replacement.
Section 5.04. Termination.
The City, upon not less than 60 days notice, reserves the right to terminate the
, appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to
be terminated written notice of such termination.
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Section 5.05. Notice of Chan e�to C)wners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will
cause notice of the change to be sent to each (�wner by first class United States mail, postage
prepaid, at the address in the Register, stating the effective date of the change and the name and
mailing address of the replacement Paying Agen.t/Registrar.
Section 5.06. Agreement to Perform�Duties and Functions.
By accepting the appointment as Pay:ing Agent/Registrar and executing the Paying
Agent/Registrar Agreement, the Paying Agent/Registrar is deemed to have agreed to the
provisions of this Ordinance and that it wilfl perform the duties and functions of Paying
Agent/Registrar prescribed thereby.
Section 5.07. Deliverv of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the R�gister (or a copy thereo fl and all other pertinent
' books and records relating to the Bonds to the su:ccessor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generallv.
(a) The Bonds, including the: Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Ce�tificate of the Paying Agent/Registrar, and the
Assignment form to appear on each of the Bondr, (i) shall be substantially in the form set forth in
this Article, with such appropriate insertions, orrxissions, substitutioris, and other variations as are
permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other rnarks
of identification (including identifying numbe,rs and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of counsel) thereon as, consistently
herewith, may be determined by the City or by the officers executing such Bonds, as evidenced
by their execution thereof.
(b) Any portion of the text of'any Bonds may be set forth on the reverse �ide
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 dete;rmined 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.
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Section 6.02. Form of the Bonds.
The form of the Bond, including th�e form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, the fonn of Certificate of the Paying
Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as
follows:
(a) Form of Bond.
REGISTERED REGISTERED
No. $
United State.s of America
State of Texas
County of Tarrant
CITY OF GRAF'EVINE, TEXAS
GENERAL OBLIGATION REFUNI)1NG AND IMPROVEMENT BOND
SERIES 2003
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NUMBER:
% February 15, January 1, 2003
The City of Grapevine (the "City"), in t:he County of Tarrant, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date speci fied 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 pay�nent of such principal amount has Ueen paid or
provided for, at the per annum rate of interest specified above, computed on the basis of a 360-
day year of twelve 30-day months, such interest to be paid semiannually on February 15 and
August 15 of each year, commencing August 15, 2003.
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 Columbus, Ohio (the "Designated Payment/Transfer Office"), of Bank
One, National Association, as initial Paying A.gent/Registrar, or, with respect to a successor
paying agent/registrar, at the Designated Paymeiit/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
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kept by the Paying Agent/Registrar or by such i�ther 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 ather banking arrangement. At the option of the
'` Owner of at least $1,000,000 principal amou�it of the Bonds, interest may be paid by wire
transfer to the bank account of such Owner ori file with the Paying Agent/Registrar. For the
purpose of the payment of interest on this Bond, the registered owner shall be the person in
whose name this Bond is registered at the close of business on the "Record Date,"which shall be
the last Business Day of the month next pr�ceding such interest payment date; provided,
however, in the event of nonpayment of intere:;t on a scheduled payment date and for 30 days
thereafter, a new record date for such interest payment (a "Special Record Date") shall be
established by the Paying Agent/Registrar, if amd when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (the "Special Payment Date," which date shall be 1 S 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,p��stage prepaid, to the address of each Owner of a
Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last
Business Day next preceding the date of mailing of such notice.
If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday, or day on which bankirig institutions in the city where the Designated
Payment/Transfer Office is located are required or authorized by law or executive order to close,
the date for such payment shall be the next succeeding day which is not a Saturday, Sunday,
, _ legal holiday, or day on which banking institutions are required or authorized to close, and
payment on such date shall have the same force and effect as if made on the original date
payrnent was due and no additional interest shall be due by reason of nonpayment on the date on
which such payment is otherwise stated to be du�e and payable.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in
the aggregate principal amount of $15,710,000 (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 of the City, make certain permanent public improvements
within the City, and to pay the costs of issuing t1-►e Bonds.
The City has reserved the option to redeem the Bonds maturing on or after Febnlary 15,
2014, in whole or in part, before their respective scheduled maturity dates, on February 15, 2013,
or on any date thereafter, at a price equal to t�e principal amount of the Bonds so called for
redemption plus accrued interest to the date fix�ed for redemption. If less than all of the Bonds
are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof
to be redeemed and shall direct the Paying A�;ent/Registrar to call by lot or other customary
method that results in a random selection the F3onds, or portions thereof, within such maturity
and in such principal amounts, for redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage
prepaid, not less than 30 days before the date i:ixed for redemption, to the registered owner of
each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or
portions thereof designated for redemption shall become due and payable on the redemption date
„�.� specified in such notice; from and after such date, notwithstanding that any of the Bonds or
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portions thereof so called for redemption shall not have been surrendered for payment, interest
on such Bonds or portions thereof shall cease to accrue.
As provided in the Ordinance, and subject to certain limitations therein set forth, this
Bond is transferable upon surrender of this Bon�i for transfer at the Designated Payment/Transfer
Office with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar; thereupon, one or more new fully registered Bonds of the same stated maturity,
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 redempti�n; provided, however, such limitation shall not
be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the per;�on in whose name this Bond is registered on the
Record Date) and for all other purposes, whether or not this Bond be overdue, and neither the
City nor the Paying Agent/Registrar shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, foi-m and manner, as required by law; and that ad
valorem taxes upon all taxable property in the City have been levied for and pledged to the
payment of the debt service requirements of the Bonds, within the limit prescribed by law; that
when so collected, such taxes shall be appropriated to such purpose; and that the total
indebtedness of the City, including the Bonds, does not exceed any constitutional or statutory
limitaticn.
IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual
or faesimile signature of the Mayor of the City and countersigned by the manual or facsimile
, signature of the City Secretary of the City, a�d the official seal of the City has been duly
impressed or placed in facsimile on this Bond.
City Secretary, Mayor,
City of Grapevine, Texas City of Grapevine, Texas
[SEAL] '
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(b) Form of Comptroller's Re�gistration Certificate.
The following Comptroller's Registratic�n Certificate may be deleted from the definitive
°`° � Bonds if such certificate on the Initial Bond is fi�lly executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required
by law, that he finds that it has been issued in c;onformity 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,
Cornptroller of Public Accounts
of the State of Texas
` ° [SEAL]
` (c) Form of Certificate of Pavin�A�ent/Re 'strar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond
if the executed Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Regisi;rar show that the Initial Bond of this series of
bonds was approved by the Attorney Genera� 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 refexred
to in the within-mentioned Ordinance.
BANK ONE,NATIONAL ASSOCIATION,
as Paying Agent/Registrar
Dated: By. _
Authorized Signatory
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(d) Form of Assi ent.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transfr-,ree):
(Social Security or other identifying number: _ ) the within Bond and all
rights hereunder and hereby irrevocably co:nstitutes and appoints
attorney to transfer the within Bond on the book:s kept for registration hereof, with full power of
substitution in the premises.
Dated:
NOTICE: The signature on this Assigtunent
must correspond with the n�une of the
registered owner as it appears on the face of
the within Bond in every particular and must
' be guaranteed in a manner acceptable to the
Paying Agent/Registrar.
�k r Signature Guaranteed By:
Authorized Signatory
(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d)
of this Section, except for the following alterations:
(i) immediately under the r�ame of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" sha11 both be completed with the words "As shown
below"and the wards "CUSIP NUMBER:" shall be deleted;
(ii) in the first paragraph of' the Bond, the wards "on the Maturity Date
specified above" shall be deleted and the following will be inserted: "on February 15 in
each of the years, in the principal installrnents and bearing interest at the per annum rates
in accordance with the following schedule:
Years Princi an 1 Installments Interest Rates
(Information to be inserted from
��°� schedule in Section 3,02 of this Ordinance)
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(iii) the Initial Bond shall be numbered T-1.
Section 6.03. CUSIP Registration.
The City may secure identification numbers through the CUSIP Service Bureau Division
of Standard & Poor's Corporation, New York, T(ew York, and may authorize the printing of such
numbers on the face of the Bonds. It is expressly provided, however, that the presence or
absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the
legality thereof and neither the City nor the attarneys approving said Bonds as to legality are to
be held responsible for CUSIP numbers incorrectly printed on the Bonds.
Section 6.04. Le a� 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 Bond over the certification of the City Secretary of the
City, which may be executed in facsimile.
Section 6.05. Statement of Insuranc��.
A statement relating to a municipal borid insurance policy, if any, to be issued for the
Bonds may be printed on or attached to each Boiid.
ARTIC'LE VII
SALE AND DELIVERY OF BOI�TDS, DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds. Official Statement.
(a) The Bonds are hereUy officially sold and awarded and shall be delivered to
the Underwriters, in accordance with the terms and provisions of that certain Bond Purchase
Agreement relating to the Bonds between the Ciky 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 a.nd directed to execute and deliver, and the City
Secretary is hereby authorized and directed to attest, such Bond Purchase Agreement. It is
hereby officially found, determined and decl��red that the terms of this sale are the most
advantageous reasonably obtainable. The Bonds shall initially be registered in the name of SWS
Securities, Inc. or its designee.
(b) The form and substance of the Preliminary Official Statement for the
Bonds dated December 26, 2002, as amended,, and any addenda, supplement or amendment
thereto (the "Preliminary Official StatemenY'), and the final Official Statement (the "Official
Statement") presented to and considered at this xneeting, are hereby in all respects approved and
adopted, and the Preliminary Official Statement is hereby deemed final as of its date (except for
the omission of pricing and related informatiom) within the meaning and for the purposes of
paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The
s Mayar of the City is hereby authorized and direc.ted to execute the Official Statement and deliver
appropriate numbers of copies thereof to the Underwriters. The Official Statement as thus
�� approved, executed and delivered, with such appropriate variations as shall be approved by the
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Mayor of the City and the Underwriters, may b� used by the Underwriters in the public offering
of the Bonds and the sale thereof. The City Secretary is hereby authorized and directed to
include and maintain a copy of the Officia( Statement and any addenda, supplement or
amendment thereto thus approved among the permanent records of this meeting. The use and
distribution of the Preliminary Official Statement for the Bonds in the preliminary public
offering of the Bonds by the Underwriters are hereby ratified, approved and confirmed.
(c) All officers of the City are authorized to execute such documents,
certificates and receipts, and to make such elections with respect to the tax-exempt status of
Bonds, as they may deem appropriate in order to consummate the delivery of the Bonds in
accordance with the provisions and terms of sale therefor.
(d) The obligation of the U��derwriters to accept delivery of the Bonds is
subject to such purchaser being furnished with the final, approving opinion of Vinson & Ellcins
L.L.P., bond counsel for the City, which opinion shall be dated and delivered the Closing Date.
Section 7.02. Control and Deliverv of Bonds.
(a) The Mayor of the City is hereby authorized to have control of the Initial
Bond and all necessary records and proceedings pertaining thereto pending investigation,
examination and approval of the Attorney General of the State of Texas, registration by the
Comptroller of Public Accounts of the State and registration with, and initial exchange or
transfer by, the Paying Agent/Registrar.
(b) After registration by the ��omptroller of Public Accounts, delivery of the
Bonds shall be made to the initial purchasers thereof under and subject to the general supervision
and direction of the Mayor, against receipt by t]ie City of all amounts due to the City under the
terms of sale.
(c) In the event the Mayor or City Secretary is absent ar otherwise unable to
execute any document or take any action authori:zed herein, the Mayor Pro Tem and the Assistant
City Se��.retary, 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 Ordinanc�,have the same force and effect as if such duties
were performed by the Mayor and City Secretary, respectively.
Section 7.03. Deposit of Proceeds.
On the Closing Date, the City shall cause the proceeds from the sale of the Bonds to be
deposited as follows:
(a) All amounts received on tlie Closing Date as accrued interest an the Bonds
from the Bond Date to the Closing Date shall be deposited to the Interest and Sinking Fund.
(b) $10,815,124.49 of the proceeds of the Bonds (together with proceeds in
- the amount of $236,000 from prior issue debt service funds) shall be deposited to the Escrow
Fund and shall be applied in accordance with the Escrow Agreement.
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(c) An amount equal to $4,9!�7,313.80 shall be deposited to a special account
of the City, such moneys to be dedicated and used solely for the purposes specified in
Section 3.01(ii).
(d) An amount equal to $148,805.56 shall be deposited as directed by the
Director of Finance and used to pay the costs and expenses pertaining to the issuance of the
Bonds, 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.
Section 7.04. Securitv of Funds.
All moneys on deposit in funds referred to in this Ordinance shall be secured in
the manner and to the fullest extent required by the laws of the State of Texas for the security of
public funds and moneys on deposit in such fur.ids shall be used only for the purposes permitted
by this Ordinance.
ARTICLE VIII
INVES7'MENTS
Section 8.01. Investments.
(a) Money in the Interest anct Sinking Fund created by this Ordinance, at the
option of the City, may be invested in such securities or obligations as pern�itted under
applicable law as in effect on the date of the invf;stment.
(b) Any securities or obligations in which money in the Interest and Sinking
Fund is so invested shall be kept and held in tru;�t for the benefit of the Owners and shall be sold
and the proceeds of sale shall be timely applied to the making of all payments required to be
made from the Interest and Sinking Fund.
Section 8.02. Investment Income.
(a) Interest and income derived from investment of the Interest and Sinking
Fund shall be credited to such Fund.
(b) Interest and income derived from the investment of funds deposited.
pursuant to Section 7.03(c) hereof shall be credited to the fund or account where deposited until
completion of the Projects; thereafter, to the extent such interest and income are present, such
interest and income shall be deposited to the IntE:rest and Sinking Fund.
(c) The investment and application of money in the Escrow Fund shall be in
accordance with the provisions of the Escrow A��-eement.
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ARTI(�LE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Pavment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the
Interest and Sinking Fund, money sufficient to pay such interest on, principal of, and redemption
premium, if any, on the Bonds as will accrue or mature on the applicable Interest Payment Date,
maturity date or date of prior redemption if any.
Section 9.02. Other Representations and Covenants.
(a) The City will faithfully 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 authoriz�d under the laws of the State of Texas to issue
the Bonds; all action on its part for the creatio:n 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 l3onds shall be excludable from gross income for
� purposes of federal income tax purposes pursuant to sections 103 and 141 through 1 SO 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, respe�tively, would cause the interest on the Bonds to
be includable in goss income, as defined in section 61 of the Code, for purposes of federal
income taxation. In particular, the City covena�ts 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 t�ie 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 fede�al 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 vvith such other requirement specified in such
Counsel's Opinion shall constitute compliance with the corresponding requirement specified in
this Article IX.
.:.�
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Section 9.04. No Private Use or Pavment and No Private Loan Financin�.
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 Bc�nds have not been used and the proceeds of the
Bonds will not be used in a manner that woulc� 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 1�41 of the Code and the Regulations promulgated
thereunder.
Section 9.05. No Federal Guarantv.
The City covenants and agees 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 "fedf;rally 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 Hed�3onds.
The City covenants and agrees not to take any action, or knowingly omit to take any
action, and has not knowingly omitted and will r�ot 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 CodP and the applicable Regulations thereunder.
Section 9.07. No-Arbitrage Covenarit.
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 �he 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 requireci so that the Bonds will not be "arbitrage bonds"
within the meaning of section 148(a) of the Ccrde and the applicable Regulations promulgated
thereunder.
Section 9.08. Arbitra�e Rebate.
If the City does not qualify for an exception to the requirements of Section 148(fl 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 "gr�ss proceeds" of the Bonds (within the meaning
"�"'" of section 148(fl(6)(B) of the Code), be rebated to the federal government. Specifically, the City
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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 gavernment because such arrangement results in a
smaller profit or a larger loss than would have; resulted if the arrangement had been at arm's
length and had the yield on the issue not been relevant to either party.
Section 9.09. Information Reportin�;.
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 secomd 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�atiorz.
Notwithstanding any other provision of this Ordinance, the City's obligations under the
covenants and provisions of this Article IX sh,�ll survive the defeasance and discharge of the
Bonds.
ARTICLE X
DEFAULT AT1D 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 paynaent 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.
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Section 10.02. Remedies for Default.
(a) Upon the happening of any Event of Default, then any Owner or an
authorized representative thereof, including but not limited to, a trustee or trustees therefor, may
proceed against the City for the purpose of protecting and enforcing the rights of the Owners
under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at
law, in any court of competent jurisdiction, for a.ny relief permitted by law, including the specific
performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing
that may be unlawful or in violation of any righ� of the Owners hereunder or any combination of
such remedies.
(b) It is provided that all suck� proceedings shall be instituted and maintained
for the equal benefit of all Owners of Bonds theri outstanding.
Section 10.03. Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or under the Bonds or now or
hereafter existing at law or in equity; provi�ied, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be
available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be
deemed a waiver of any other available remedy.
ARTICLE XI
DISCI-�ARGE
Section 11.01. Dischar�e.
The Bonds may be defeased, refundecl and discharged in any manner permitted by
applicable law.
ARTICLE XII
CONTINUING DISCL�SURE UNDERTAKING
Section 12.01. Annual Reports.
(a) The City shall provide annually to each NRMSIR and to any SID, within
six (6) months after the end of each fiscal year, financial information and operating data with
respect to the City of the general type included in the final Official Statement, being the
information described in Exhibit A hereto. Any financial statements so to be provided shall be
(i) prepared in accordance with the accounting ��rinciples described in Exhibit A hereto, and (ii)
audited, if the City commissions an audit of such statements and the audit is completed within
_����� the period during which they must be provided. If the audit of such financial statements is not
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complete within such period, then the City shalZ provide notice that audited financial statements
are not available and 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 NRMSIR and to any SID. Thereafter, when and if audited
financial statements become available, the City shall provide such audited financial statements as
required to each NRMSIR and to any SID.
(b) If the City changes its fiscal year, it will notify each NRMSIR and any
SID of the change (and of the date of the new fi:�cal year end) prior to the next date by which the
City otherwise would be required to provide financial information and operating data pursuant to
this Section.
(c) The financial informatiorn and operating data to be provided pursuant to
this Section may be set forth in full in one or rnore documents or may be included by specific
reference to any document (including an offici�l statement or other offering document, if it is
available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or
filed with the SEC.
Section 12.02. Material Event Notices.
(a) The City shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any of the following events with respect to the Bonds, if such event is material
within the meaning of the federal securities laws:
(i) principal and interest payment delinquencies;
(ii) nonpayment related defaults;
(iii) unscheduled draws on debt service reserves reflecting financial
��ifficulties;
(iv) unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions or events affecting the tax exempt status of the
Bonds;
(vii) modifications to rights of�Owners;
(viii) bond calls;
(ix) defeasance;
(x) release, substitution, or sale of property securing repayment of the Bonds;
and
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(xi) rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with Section 12.01 of this Ordinance;by the time required by such Section.
Section 12.03. Limitations. Disclaim�rs and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified
in this Article for so long as, but only for so lon�; as, the City remains an "obligated person"with
respect to the Bonds within the meaning of the Rule, except that the City in any event will give
notice of any deposit made in accordance with Article XI that causes Bonds no longer to be
outstanding.
(b) The provisions of this Article are for the sole benefit of the Owners and
beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any
benefit or any legal or equitable right, remedy, ar claim hereunder to any other person. The City
undertakes to provide only the financial inforniation, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Article and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Article or otherwise, except as expressly
provided herein. The City does not make a�iy representation or warranty concerning such
information or its usefulness to a decision to inv�,st in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, iN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICL]E, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF AN�' SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFURMANCE.
(c) No default by the City in observing or performing its obligations under
this Article shall comprise a breach of or defaul.t under the Ordinance for purposes of any other
provisions of this Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or
otherwise limit the duties of the City under fedei•al 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 aris,e from a change in legal requirements, a change
in law, or a change in the identity, nature, status, or type of operations of the City, but only if(i)
the provisions of this Article, as so amended, would have permitted an underwriter to purchase
or sell Bonds in the primary offering of the F3onds in compliance with the Rule, taking into
account any amendments or interpretations of the Rule to the date of such amendme�it, as well as
such changed circumstances, and (ii) either (A) the Owners of a majority in aggregate principal
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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 (�ity(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 s� 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 ESCI.ZOWED SECURITIES
Section 13.01. Redemntion 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 accru�;d 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
agent/registrar.
Section 13.02. Subscription of Federal Securities. The Mayor and the Director of
Finance, either or both, are hereby authorized t� 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. Approval of Escro�r A�reement. 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 signahire of the Mayor shall be attested by the City
Secretary. Following the deposits to the Escrovv 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 taxes.
Section 13.04. Notice of Deposit. Each paying agent/registrar for the Refunded
Bonds is hereby authorized and directed to giv�� notice of deposit with respect to the Refunded
Bonds as required under the ordinance pursuant to which the Refunded Bonds were issued.
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, FINALLY PASSED, APPROVED AND EFFECTIVE THIS JANUARY 7, 2003.
�
Mayor, City of Grapevine, Texas
ATTEST: �� ��-,.
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$��P e rer d
City ecretary �;c �`� '� ,t`��. ;
City of Grapevine, Texas �.�Y�� � e `"'
.
� m��v�/�.
[SEAL] �~�-�'`�r
APPROVED AS TO FORM:
�..� By: _ , �; ,�
City Attorney, City of Grapevine, Texas
.�..
� Signature Page for Bond Ordinance
�
�H,�",�u,�,c".
� -E XtitBi-T_._L_ T 0 �� -D/
Page �..L.,` of ��
SCHEDULEI
SCHEDULE OF REFUNDED BONDS
The following outstanding obligations will be redeemed prior to original maturity as
indicated below, at a redemption price of par plus interest accrued to the Redemption Date.
Original Outstanding Principal
Obligations to be Principal Principal Maturities to Amount Redemption
Refunded Amount Amount be Refunded Refunded Date
CityofGrapevine, $1,335,000 $1,335,000 02/15/2004 $1,335,000 03/19/2003
Texas,General 1,405,000 1,230,000 02/15/2005 1,230,000 03/19/2003
Obligation Refunding 1,475,000 1,290,000 02/15/2006 1,290,000 03/19/2003
and Improvement 1,565,000 1,370,000 02/15/2007 1,370,000 03/19/2003
Bonds,Series 1993, 1,640,000 1,435,000 02/15/2008 1,435,000 03/19/2003
dated September 1, 1,730,000 1,515,000 02/15/2009 1,515,000 03/19/2003
1993 1,190,000 1,040,000 02/15/2010 1,040,000 03/19/2003
1,260,000 1,105,000 02/15/2011 1,105,000 03/19/2003
485,000 425,000 02/15/2012 425,000 03/19/2003
Total Refunded $10,745,000
� EXHIBIT 11� TO n��°�D�3�/
Page _�L.� of �_
EXH][BIT 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 sl:atements of the City appended to the Off cial
Statement as Appendix B, but for the most receritly concluded fiscal year.
2. Statistical and financial data se� 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.
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A.-1
MINUTES AND CERTIF]:CATION PERTAINING TO
PASSAGE OF A ORDINANCE
STATE OF TEXAS §
COUNTIES OF TARRANT §
CITY OF GRAPEVINE §
On the 7th day of January, 2003, the City Council of the City of Grapevine, Texas,
convened in a regular meeting at the regular meeting place thereof, the meeting being open to the
public and notice of said meeting, giving the date, place and subject thereof, having been posted
as pres�ribed by Chapter 551, Texas Governm�nt Code, as amended; and the roll was called of
the duly constituted officers and members of tlie City Council, which officers and members are
as follows:
William D. Tate, Mayor C. Shane Wilbanks )
Ted R. Ware, Mayor Pro Tem Sharron Sp��ncer ) Members of
Clydene Jolulson ) the Council
Darlene Fre-ed )
Roy Stewart )
and all of said persons were present except � L thus constituting a quorum.
Whereupon, among other business, a writte�x ordinance bearing the following caption was
introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF
�' GRAPEVINE, TEXAS GENERAL OBLIGATION REFUNDING AND
IMPROVEMENT BONDS, SERIES 2Q03, IN THE AGGREGATE PRINCIPAL
AMOLTNT OF $15,710,000; LEVYING A TAX IN PAYMENT THEREOF;
PRESCRIBING THE FORM OF SAID BONDS; APPROVING THE OFFICIAL
STATEMENT; APPROVING EXECUTION AND DELIVERY OF A BOND
PURCHASE AGREEMENT AND AN ESROW AGREEMENT; ENACTING
OTHER PROVISIONS RELATING THERETO; AND DECLARING AN
EMERGENCY
The Ordinance, a full, true and correct copy of which is attached hereto, was read and
reviewed by the City Council.
Thereupon, it was duly moved and sec;onded that the Ordinance be finally passed and
adopted.
The Presiding Officer put the motion tc► a vote of the members of the City Council, and
the Ordinance was finally passed and adopted by the following vote:
AYES: �
NAYS: Q
ABSTENTIONS: O
GRA325/71 0 1 1
Dallas 673454_1.DOC
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to
correctly reflect the duly constituted officers and members of the City Council of said City, and
the attached and following copy of said Ordinance is hereby certified to be a true and correct
copy of an official copy thereof on file among the official records of the City, all on this the 7th
day of January, 2003.
Cit:y ecretary, ity rapevine, Texas
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Signature Page for Minutes and Certification of Ordinance