HomeMy WebLinkAboutORD 2017-066 ORDINANCE NO. 2017-066
AUTHORIZING THE ISSUANCE OF
$970,000
CITY OF GRAPEVINE, TEXAS
TAX NOTES
SERIES 2017
Adopted: October 3, 2017
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TABLE OF CONTENTS
Page
Parties...............................................................................................................................................l
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section1.01. Definitions................................................................................................................1
Section1.02. Other Definitions .....................................................................................................3
Section1.03. Findings....................................................................................................................3
Section 1.04. Table of Contents, Titles and Headings...................................................................3
Section1.05. Interpretation............................................................................................................3
' ARTICLE II
SECURITY FOR THE NOTES; INTEREST AND SINKING FUND
Section 2.01. Current Revenue Pledge ..........................................................................................3
Section 2.02. Payment of the Notes...............................................................................................4
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE NOTES
Section3.01. Authorization...........................................................................................................4
Section 3.02. Date, Denomination, Maturities,Numbers and Interest..........................................5
Section 3.03. Medium, Method and Place of Payment..................................................................5
Section 3.04. Execution and Initial Registration ...........................................................................6
Section3.05. Ownership................................................................................................................7
Section 3.06. Registration, Transfer and Exchange.......................................................................7
Section 3.07. Cancellation and Authentication..............................................................................8
Section 3.08. Temporary Notes .....................................................................................................8
Section3.09. Replacement Notes ..................................................................................................8
ARTICLE IV
NO REDEMPTION OF NOTES BEFORE MATURITY
Section 4.01. No Optional Redemption.........................................................................................9
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ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar.......................................................9
Section5.02. Qualifications.........................................................................................................10
Section 5.03. Maintaining Paying Agent/Registrar.....................................................................10
Section5.04. Termination............................................................................................................10
Section5.05. Notice of Change ...................................................................................................10
Section 5.06. Agreement to Perform Duties and Functions.........................................................10
Section 5.07. Delivery of Records to Successor..........................................................................10
ARTICLE VI
FORM OF THE NOTES
Section6.01. Form Generally......................................................................................................10
Section6.02. Form of Notes........................................................................................................11
Section 6.03. CUSIP Registration................................................................................................15
Section6.04. Legal Opinion........................................................................................................15
ARTICLE VII
SALE OF THE NOTES;
CONTROL AND DELIVERY OF THE NOTES
Section7.01. Sale of Notes..........................................................................................................16
Section 7.02. Control and Delivery of Notes...............................................................................16
ARTICLE VIII
CREATION OF FUNDS AND ACCOUNTS;
DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01. Creation of Funds...................................................................................................17
Section 8.02. Interest and Sinking Fund......................................................................................17
Section8.03. Project Fund...........................................................................................................17
Section 8.04. Security of Funds...................................................................................................17
Section 8.05. Deposit of Proceeds ...............................................................................................17
Section8.06. Investments............................................................................................................18
Section 8.07. Investment Income.................................................................................................18
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Notes.............................................................................................18
Section 9.02. Other Representations and Covenants...................................................................18
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Section 9.03. Provisions Concerning Federal Income Tax Exclusion.........................................18
Section 9.04. No Private Use or Payment and No Private Loan Financing.................................19
Section 9.05. No Federal Guaranty..............................................................................................19
Section9.06. No Hedge Bonds....................................................................................................19
Section 9.07. No Arbitrage Covenant..........................................................................................19
Section9.08. Arbitrage Rebate....................................................................................................19
Section 9.09. Information Reporting ...........................................................................................20
Section 9.10. Record Retention ...................................................................................................20
Section9.11. Registration............................................................................................................20
Section 9.12. Deliberate Actions .................................................................................................20
Section 9.13. Continuing Obligation ...........................................................................................20
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default...................................................................................................20
Section 10.02. Remedies for Default.............................................................................................21
Section 10.03. Remedies Not Exclusive........................................................................................21
ARTICLE XI
DISCHARGE
' Section 11.01. Discharge ...............................................................................................................21
ARTICLE XII
MISCELLANEOUS MATTERS
Section 12.01. Changes to Ordinance............................................................................................21
Section 12.02. Partial Invalidity.....................................................................................................22
Section 12.03. No Personal Liability.............................................................................................22
ARTICLE XIII
EFFECTIVE IMMEDIATELY
Section 13.01. Effectiveness..........................................................................................................22
Si gnature s.......................................................................................................................................2 7
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AN ORDINANCE OF THE CITY OF GRAPEVINE, TEXAS, AUTHORIZING
THE ISSUANCE AND SALE OF CITY OF GRAPEVINE, TEXAS, TAX
NOTES, SERIES 2017, IN THE AGGREGATE PRINCIPAL AMOUNT OF
$970,000; LEVYING A TAX 1N PAYMENT THEREOF;APPROVING A NOTE
PURCHASE AGREEMENT; PRESCRIBING THE FORM OF SAID NOTES;
AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
WHEREAS, pursuant to Chapter 1431, Texas Government Code (the "Act"), the
governing body of a municipality is authorized to issue the notes hereinafter authorized (the
"Notes") to pay contractual obligations incurred or to be incurred for the purposes set forth in
Section 3.01 hereof; and
WHEREAS,this governing body(the"City Council")of the City of Grapevine,Texas(the
"City"), hereby finds and determines that it is necessary and in the best interest of the City and its
citizens to issue such Notes for the purposes herein described and that such Notes shall be payable
from and secured by current revenues and ad valorem taxes collected in the fiscal year the Notes
are issued; and
WHEREAS, it is affirmatively found that this City Council is authorized to proceed with
the issuance and sale of such Notes as authorized by the Constitution and laws of the State of
Texas,particularly the Act; and
WHEREAS, the City Council has found and determined that it is necessary and in the best
interest of the City and its citizens that it authorize by this Ordinance the issuance and delivery of
its Notes 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 and public notice of the time,place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Chapter 551, Texas
Government Code, as amended; Now Therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions. Unless otherwise expressly provided or unless the context
clearly requires otherwise,in this Ordinance the following terms shall have the meanings specified
below:
"Closing Date"means the date of the initial delivery of and payment for the Notes.
"Code" means the Internal Revenue Code of 1986, as amended, and, with respect to a
specific section thereof,such reference shall be deemed to include(a)the Regulations promulgated
under such section, (b) any successor provision of similar import hereinafter enacted, (c) any
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corresponding provision of any subsequent Internal Revenue Code, and (d) the regulations
promulgated under the provisions described in (b) and (c).
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Houston, Texas, or at such other location designated
by the Paying AgentlRegistrar and (ii) with respect to any successor Paying Agent/Registrar, the
office of such successor designated and located as may be agreed upon by the City and such
successor.
"Event of Default"means any Event of Default as defined in Section 10.01.
"Initial Note"means the Note described in Section 3.04(d) and 6.02(d).
"Interest and Sinking Fund" means the interest and sinking fund established by
Section 8.01(a).
"Interest Payment Date" means the date or dates upon which interest on the Notes is
scheduled to be paid until the maturity of the Notes, such dates being February 15 and August 15
of each year commencing February 15, 2018.
"Note"means any of the Notes.
"Notes" means the City's notes entitled "City of Grapevine, Texas, Tax Notes, Series
2017" authorized to be issued by Section 3.01.
"Ordinance" means this Ordinance.
"Original Issue Date"means the Closing Date.
"Owner"means the person who is the registered owner of a Note or Notes, as shown in the
Register.
"Paying Agent/Registrar" means initially Amegy Bank, or any successor thereto as
provided in this Ordinance.
"Paying Agent/Registrar Agreement" means the Paying Agent/Registrar Agreement
between the City and the Paying Agent/Registrar relating to the Notes.
"Purchaser"means Amegy Bank.
"Record Date" means the last Business Day of the month next preceding an Interest
Payment Date.
"Register"means the Register specified in Section 3.06(a).
"Regulations" means the applicable proposed, temporary or final Treasury Regulations
promulgated under the Code or, to the extent applicable to the Code, under the Internal Revenue
Code of 1954, as such regulations may be amended or supplemented from time to time.
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"Special Payment Date" means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date" means the Special Record Date prescribed by Section 3.03(b).
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of the principal of or interest on Notes as the same become due and payable and remaining
unclaimed by the Owners of such Notes for 90 days after the applicable payment or redemption
date.
Section 1.02. Other Definitions. The terms "City Council" and "City" shall have the
meaning assigned in the preamble to this Ordinance.
Section 1.03. Findin�s. The declarations,determinations and findings declared,made and
found in the preamble to this Ordinance are hereby adopted, restated and made a part of the
operative provisions hereof.
Section 1.04. Table of Contents, Titles and Headin�s. The table of contents, titles and
headings of the Articles and Sections of this Ordinance have been inserted for convenience of
reference only and are not to be considered a part hereof and shall not in any way modify or restrict
any of the terms or provisions hereof and shall never be considered or given any effect in
construing this Ordinance or any provision hereof or in ascertaining intent,if any question of intent
should arise.
Section 1.05. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be
construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number
and vice versa.
(b) Article and section references shall mean references to articles and sections of this
Ordinance unless designated otherwise.
(c) This Ordinance and all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein to sustain the validity of this Ordinance.
ARTICLE II
SECURITY FOR THE NOTES; INTEREST AND SINKING FUND
Section 2.01. Current Revenue Pled�e.
(a) During the fiscal year while the Notes are outstanding,the City shall transfer to the
Interest and Sinking Fund from current and lawfully available revenues and ad valorem taxes
collected in the current fiscal year up to an amount equal to the amount of principal and interest
payments coming due on the Notes during the fiscal year. Current and lawfully available revenues
of the City are hereby pledged to the payment of the Notes and shall be deposited to the Interest
and Sinking Fund.
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Section 2.02. Payment of the Notes.
(a) The City Council hereby declares and covenants that it will provide and levy a tax
legally and fully sufficient for payment of the Notes, it having been determined that the existing
and available t�ing authority of the City for such purpose is adequate to permit a legally sufficient
t�in consideration of all other outstanding obligations of the City.
(b) In order to provide for the payment of the debt service requirements on the Notes,
being(i)the interest on the Notes,and(ii)a sinking fund for their payment at maturity or a sinking
fund of two percent per annum (whichever amount is the greater), there is hereby levied for the
current year and each succeeding year thereafter, while the Notes or interest thereon remain
outstanding and unpaid, an ad valorem ta�c on each one hundred dollars valuation of taxable
property within the City at a rate sufficient, within the limit prescribed by law, to pay such debt
service requirements, full allowance being made for delinquencies and costs of collection.
(c) The tax levied by this Section shall be assessed and collected each year and
deposited into the Interest and Sinking Fund for the payment of the debt service requirements on
the Notes, and the tax shall not be diverted to any other purpose.
(d) Said ad valorem ta�, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed
irrevocably to the payment of the principal of and interest on the Notes when and as due and
payable in accordance with their terms and this Ordinance.
(e) Notwithstanding the requirements of this Section 2.02, if current lawfully available
revenues of the City or other legally available funds are budgeted and appropriated for deposit in
the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be
assessed and collected for any year, then the amount of taxes which otherwise would be required
to be assessed and collected pursuant to this Section 2.02 may be reduced to the extent and by the
amount of such revenues or other funds budgeted and appropriated for deposit in the Interest and
Sinking Fund.
(fl If the liens and provisions of this Ordinance shall be discharged in a manner
permitted by Article XI, then the collection of such ad valorem tax may be suspended or
appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking
Fund may be suspended or appropriately reduced, as the facts may permit.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE NOTES
Section 3.01. Authorization. The City's notes to be designated "City of Grapevine,
Texas, T� Notes, Series 2017," are hereby authorized to be issued and delivered in accordance
with the Constitution and laws of the State of Texas,particularly Chapter 143 l,Texas Government
Code, as amended, in the aggregate principal amount of $970,000 for the public purpose of
providing funds to: (i) acquire vehicles and equipment for various City departments; and (ii) pay
the costs associated with the issuance of the Notes.
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Section 3.02. Date, Denomination, Maturities,Numbers and Interest.
(a) The Notes shall be dated the Closing Date,shall be in fully registered form,without
coupons, in the denomination of$5,000 or any integral multiple thereof, and shall be numbered
separately from one upward or such other designation acceptable to the City and the Paying
Agent/Registrar and the Initial Note shall be numbered No. T-1.
(b) The Notes shall mature on August 15 in the year and in the principal installment set
forth in the following schedule:
Maturi Principal Amount Interest Rate
2018 $975,000 1.560%
(c) Interest shall accrue and be paid on the Note, until the payment of the principal
amount thereof shall have been paid or provided for, from the later of the Closing Date or the most
recent Interest Payment Date to which interest has been paid or provided for. Such interest shall
be payable semiannually on each February 15 and August 15 of each year, commencing on
February 15, 2018, until maturity. Interest on the Notes shall be calculated on the basis of a 360-
day year composed of twelve 30-day months.
Section 3.03. Medium, Method and Place of Pa.yment.
(a) The principal of and interest on the Notes shall be paid in lawful money of the
United States of America as provided in this Section.
(b) Interest on the Notes shall be payable to the Owners whose names appear in the
Register at the close of business on the Record Date; provided, however, that in the event of
nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new
record date for such interest payment(a"Special Record Date") will be established by the Paying
Agent/Registrar if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(the "Special Payment Date," which shall be at least 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 Note 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.
(c) Interest on the Notes shall be paid by check(dated as of the Interest Payment Date)
and sent by the Paying Agent/Registrar to the person entitled to such payment, United States mail,
first class postage prepaid, to the address of such person as it appears in the Register ar by such
other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to
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whom interest is to be paid; provided, however, that such person shall bear all risk and expenses
of such other customary banking arrangements.
(d) The principal of each Note shall be paid to the person in whose name such Note is
registered on the due date thereof(whether at the maturity date or the date of prior redemption
thereo�upon presentation and surrender of such Note at the Designated Payment/Transfer Office.
(e) If a date for the payment of the principal of or interest on the Notes is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the City in which the Designated
PaymenUTransfer Office is located are authorized by law or executive order to close,then the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday,
or day on which such banking institutions are authorized to close; and payment on such date shall
have the same force and effect as if made on the original date payment was due.
(� Subject to any applicable escheat, unclaimed property, or similar law, including
Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners
entitled thereto for three years after the applicable payment or redemption date shall be paid to the
City and thereafter neither the City, the Paying Agent/Registrar, nor any other person shall be
liable or responsible to any Owners of such Notes for any further payment of such unclaimed
moneys or on account of any such Notes.
Section 3.04. Execution and Initial Re�istration.
(a) The Notes shall be executed on behalf of the City by the Mayor and City Secretary
of the City, by their manual or facsimile signatures, and the official seal of the City shall be
impressed or placed in facsimile thereon. Such facsimile signatures on the Notes shall have the
same effect as if each of the Notes had been signed manually and in person by each of said officers,
and such facsimile seal on the Notes shall have the same effect as if the official seal of the City
had been manually impressed upon each of the Notes.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Notes ceases to be such officer before the authentication of such Notes or before the delivery
thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all
purposes as if such officer had remained in such office.
(c) Except as provided below, no Note shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly
authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the
same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying
Agent/Registrar on all of the Notes. In lieu of the executed Certificate of Paying Agent/Registrar
described above, the Initial Note delivered on the Closing Date shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided in this Ordinance,
manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly
authorized agent, which certificate shall be evidence that the Initial Note has been duly approved
by the Attorney General of the State of Texas and that it is a valid and binding obligation of the
City, and has been registered by the Comptroller.
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(d) On the Closing Date, one Note (the "Initial Note") representing the entire principal
amount of the Notes, executed by manual or facsimile signature of the Mayor and City Secretary
of the City, will be delivered to the Purchaser or its designee against payment therefor.
Section 3.05. Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Note is registered as the absolute owner of such Note for the purpose of making
and receiving payment of the principal thereof and premium,if any,thereon,for the further purpose
of making and receiving payment of the interest thereon (subject to the provisions herein that
interest is to be paid to the person in whose name the Note is registered on the Record Date), and
for all other purposes, whether or not such Note is overdue, and neither the City nor the Paying
Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the person deemed to be the Owner of any Note in
accordance with this Section shall be valid and effectual and shall discharge the liability of the
City and the Paying Agent/Registrar upon such Note to the extent of the sums paid.
Section 3.06. Re�istration, Transfer and Exchange.
(a) So long as any Notes remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe,the Paying Agent/Registrar shall
provide for the registration and transfer of Notes in accordance with this Ordinance.
(b) The ownership of a Note may be transferred only upon the presentation and
surrender of the Note at the Designated Payment/Transfer Office of the Paying Agent/Registrar
with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar.
No transfer of any Note shall be effective until entered in the Register.
(c) The Notes shall be exchangeable upon the presentation and surrender thereof at the
Designated Payment/Transfer Office of the Paying AgentlRegistrar for a Note or Notes of the same
maturity and interest rate and in any denomination or denominations of any integral multiple of
$5,000 and in an aggregate principal amount equal to the unpaid principal amount of the Notes
presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and
deliver Notes exchanged for other Notes in accordance with this Section.
(d) Each exchange Note delivered by the Paying Agent/ Registrar in accordance with
this Section shall constitute an original contractual obligation of the City and shall be entitled to
the benefits and security of this Ordinance to the same extent as the Note or Notes in lieu of which
such exchange Note is delivered.
(e) No service charge shall be made to the Owner for the initial registration, subsequent
transfer, or exchange for any different denomination of any of the Notes. The Paying
Agent/Registrar,however,may require the Owner to pay a sum sufficient to cover any tax or other
governmental charge that is authorized to be imposed in connection with the registration, transfer
or exchange of a Note.
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(� Neither the City nor the Paying Agent/Registrar shall be required to issue,transfer,
or exchange any Note called for redemption, in whole or in part, where such redemption is
scheduled to occur within forty-five (45) calendar days after the transfer or exchange date;
provided, however, such limitation shall not be applicable to an exchange by the Owner of the
uncalled principal balance of a Note.
Section 3.07. Cancellation and Authentication. All Notes paid or redeemed before
scheduled maturity in accordance with this Ordinance, and all Notes in lieu of which exchange
Notes or replacement Notes are authenticated and delivered in accordance with this Ordinance,
shall be cancelled upon the making of proper records regarding such payment, redemption,
exchange or replacement. The Paying Agent/Registrar shall d'ispose of the cancelled Notes in
accordance with the Securities Exchange Act of 1934.
Section 3.08. Temporarv Notes.
(a) Following the delivery and registration of the Initial Note and pending the
preparation of definitive Notes, 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 Notes
that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Notes 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 Notes may determine, as evidenced
by their signing of such temporary Notes.
(b) Until exchanged for Notes in definitive form, such Notes in temporary form shall
be entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the
Paying Agent/Registrar the Notes in definitive form; thereupon, upon the presentation and
surrender of the Note or Notes in temporary form to the Paying Agent/Registrar, the Paying
Agent/Registrar shall cancel the Notes in temporary form and authenticate and deliver in exchange
therefor a Note or Notes of the same maturity and series, in definitive form, in the authorized
denomination,and in the same aggregate principal amount,as the Note or Notes in temporary form
surrendered. Such exchange shall be made without the making of any charge therefor to any
Owner.
Section 3.09. Replacement Notes.
(a) Upon the presentation and surrender to the Paying Agent/Registrar, at the
Designated Payment/Transfer Office, of a mutilated Note, the Paying Agent/Registrar shall
authenticate and deliver in exchange therefor a replacement Note of like tenor and principal
amount, bearing a number not contemporaneously outstanding. The City or the Paying
Agent/Registrar may require the Owner of such Note to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection therewith and any other
expenses connected therewith.
(b) In the event that any Note is lost, apparently destroyed or wrongfully taken, the
Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence
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of notice or knowledge that such Note has been acquired by a bona fide purchaser, shall
authenticate and deliver a replacement Note of like tenor and principal amount, bearing a number
not contemporaneously outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Note;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save them harmless;
(iii) pays all expenses and charges in connection therewith, including, but not
limited to,printing costs,legal fees,fees of the Paying AgentlRegistrar and any taY 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 Note, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such original Note,
the City and the Paying Agent/Registrar shall be entitled to recover such replacement Note from
the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of
any loss,damage,cost or expense incurred by the City or the Paying AgenURegistrar in connection
therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Note has become or is about to become due and payable, the Paying Agent/Registrar, in its
discretion, instead of issuing a replacement Note, may pay such Note.
(e) Each replacement Note delivered in accordance with this Section shall constitute
an original contractual obligation of the City and shall be entitled to the benefits and security of
this Ordinance to the same extent as the Note or Notes in lieu of which such replacement Note is
delivered.
ARTICLE IV
NO REDEMPTION OF NOTES BEFORE MATURITY
Section 4.01. No Optional Redemption. The Notes shall not be subject to optional
redemption before their scheduled maturity.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Payin�A en�t/Re ig strar. Amegy Bank is hereby
appointed as the initial Paying Agent/Registrar for the Notes.
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Section 5.02. Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a
trust company organized under the laws of the State of Texas, or any other entity duly qualified
and legally authorized to serve as and perform the duties and services of paying agent and registrar
for the Notes.
Section 5.03. Maintaining Pa�g A enURe is� trar.
(a) At all times while any Notes are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby
authorized and directed to execute an agreement 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.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City
will promptly appoint a replacement.
Section 5.04. Termination. The City,upon not less than 60 days' notice,reserves the right
to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose
appointment is to be terminated written notice of such termination,provided,that such termination
shall not be effective until a successor Paying Agent/Registrar has been appointed and has accepted
the duties of Paying Agent/Registrar for the Notes.
Section 5.05. Notice of Chan�e. Promptly upon each change in the entity serving as
Paying Agent/Registrar,the City will cause notice of the change to be sent to each Owner and any
bond insurer by first class United States mail,postage prepaid,at the address in the Register,stating
the effective date of the change and the name and mailing address of the replacement Paying
Agent/Registrar.
Section 5.06. A�reement to Perform Duties and Functions. By accepting the appointment
as Paying Agent/Registrar, and executing the Paying Agent/Registrar Agreement, the Paying
Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will
perform the duties and functions of Paying Agent/Registrar prescribed thereby.
Section 5.07. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced,
such Paying Agent, promptly upon the appointment of the successor, will deliver the Register(or
a copy thereo� and all other pertinent books and records relating to the Notes to the successor
Paying Agent/Registrar.
ARTICLE VI
FORM OF THE NOTES
Section 6.01. Form Generallv.
(a) The Notes, including the Certificate of the Paying Agent/Registrar, and the
Assignment form to appear on each of the Notes, (i) shall be substantially in the form set forth in
this Article, with such appropriate insertions, omissions, substitutions, and other variations as are
permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks
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of identification (including identifying numbers and letters of the Committee on Uniform
Securities Identification Procedures of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of counsel) thereon as, consistently
herewith, may be determined by the City or by the officers executing such Notes, as evidenced by
their execution thereof.
(b) Any portion of the text of any Notes may be set forth on the reverse side thereof,
with an appropriate reference thereto on the face of the Notes.
(c) The Notes, including the Initial Note submitted to the Attorney General of Texas
and any temporary Notes, shall be typed,printed, lithographed,photocopied or engraved,and may
be produced by any combination of these methods or produced in any other similar manner, all as
determined by the officers executing such Notes, as evidenced by their execution thereof.
Section 6.02. Form of Notes. The form of Notes, including the form of the Registration
Certificate of the Comptroller of Public Accounts of the State of Texas,the form of Certificate of
the Paying Agent/Registrar and the form of Assignment appearing on the Notes, shall be
substantially as follows:
(a) f Form of Notel
REGISTERED REGISTERED
� No. $ �
United States of America
State of Texas
CITY OF GRAPEVINE, TEXAS
TAX NOTES
SERIES 2017
CLOSING
1NTEREST RATE MATURITY DATE DATE
1.520% August 15, 2018 October 17, 2017
The City of Grapevine (the "City") in the County of Tarrant, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
DOLLARS
unless this Note shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made,and to pay interest
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on the unpaid principal amount hereof from the later of the Closing Date specified above or the
most recent interest payment date to which interest has been paid or provided for until such
principal amount shall have been paid or provided for, at the per annum rate of interest specified
above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid
semiannually on February 15 and August 15 of each year, commencing February 15, 2018.
The principal of this Note shall be payable without exchange or collection charges in lawful
money of the United States of America upon presentation and surrender of this Note at the
corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of Amegy
Bank, as initial Paying Agent/Registrar, or, with respect to a successor Paying Agent/Registrar, at
the Designated Payment/Transfer Office of such successor. Interest on this Note is payable by
check dated as of the interest payment date,mailed by the Paying Agent/Registrar to the registered
owner at the address shown on the registration books kept by the Paying Agent/Registrar or by
such other customary banking arrangements acceptable to the Paying Agent/Registrar, requested
by, and at the risk and expense of, the person to whom interest is to be paid. For the purpose of
the payment of interest on this Note, the registered owner shall be the person in whose name this
Note is registered at the close of business on the "Record Date," which shall be the last business
day of the month next preceding such interest payment date; provided, however, that in the event
of nonpayment of interest on a scheduled interest payment date, and for 30 days thereafter, a new
record date for such interest payment(a"Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due interest
(the "Special 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 Note appearing on the books of the Paying
Agent/Registrar at the close of business on the last business day preceding the date of mailing such
notice.
If a date for the payment of the principal of or interest on the Notes is a Saturday, Sunday,
legal holiday, or a day on which banking institutions in the City in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close,then the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday,
or day on which such banking institutions are authorized to close; and payment on such date shall
have the same force and effect as if made on the original date payment was due.
This Note is one of a series of fully registered notes specified in the title hereof, dated as
of October 17, 2017, issued in the aggregate principal amount of$975,000 (herein referred to as
the "Notes")pursuant to a certain ordinance of the City Council of the City (the "Ordinance") for
the public purpose of providing funds for authorized purchase of vehicles and equipment for
various City departments, as described in the Ordinance, and to pay the costs of issuance related
to the Notes.
The Notes and the interest thereon are payable from current and lawfully available revenues
and ad valorem t�es collected in the current fiscal year up to an amount equal to the amount of
principal and interest payments coming due on the Notes during the fiscal year as described and
provided in the Ordinance.
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The Notes are not subject to optional redemption prior to maturity.
As provided in the Ordinance, and subject to certain limitations therein set forth,this Note
is transferable upon surrender of this Note for transfer at the Designated Payment/Transfer Office,
with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar,
and, thereupon, one or more new fully registered Notes 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 Note called for redemption where such redemption is scheduled to occur within 45
calendar days of the transfer or exchange date; provided, however, such limitation shall not be
applicable to an exchange by the registered owner of the uncalled principal balance of a Note.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose
name this Note is registered as the owner hereof for the purpose of receiving payment as herein
provided (except interest shall be paid to the person in whose name this Note is registered on the
Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this
Note 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 Note 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 Notes have been properly done and performed and
have happened in regular and due time, form and manner, as required by law; and that the total
indebtedness of the City, including the Notes, does not exceed any constitutional or statutory
limitation.
IN WITNESS WHEREOF, this Note has been duly executed on behalf of the City, under
its official seal, in accordance with law.
City Secretary Mayor
City of Grapevine, Texas City of Grapevine, Texas
(b) [Form of Certificate of Payin�gent/Re ig•strarl
CERTIFICATE OF PAYING AGENT/REGISTRAR
This is one of the Notes referred to in the within mentioned Ordinance. The series of Notes
of which this Note is a part was originally issued as one Initial Note.
,
as Paying Agent/Registrar
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By:
Autharized Signatory
Dated:
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(c) Form of Assig�ent.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print
or typewrite name, address and Zip Code of transferee):
(Social Security or other identifying number: ) the within Note and all
rights hereunder and hereby irrevocably constitutes and appoints attorney
to transfer the within Note on the books kept for registration hereof,with full power of substitution
in the premises.
Date:
NOTICE: The signature on this Assignment must
Signature Guaranteed By: correspond with the name of the registered owner as
it appears on the face of the within Note in every
particular and must be guaranteed in a manner
Authorized Signatory acceptable to the Paying Agent/Registrar.
(d) The Initial Note shall be numbered T-1 and shall be in the form set forth in
paragraphs (a), (b) and (d) of this Section, except for the following alterations:
(i) immediately under the name of the Note, the words the headings
"INTEREST RATE" and "MATURITY DATE" shall both be completed with the words
"As shown below"; and
(ii) in the first paragraph of the Note,the words"on the Maturity Date specified
above" shall be deleted and the following will be inserted: "on August 15 in the year, in
the principal installment and bearing interest at the per annum rates in accordance with the
following schedule:
Years Principal Installments Interest Rate
(Information to be inserted from Section 3.02 of this Ordinance)
Section 6.03. CUSIP Registration. The City may secure identification numbers through
the CUSIP Service Bureau Division of Standard&Poor's Corporation,New York,New York,and
may authorize the printing of such numbers on the face of the Notes. It is expressly provided,
however,that the presence or absence of CUSIP numbers on the Notes shall be of no significance
or effect as regards the legality thereof and neither the City nor the attorneys approving said Notes
as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Notes.
Section 6.04. Le ag 1 Opinion. The approving legal opinion of Bracewell LLP, Bond
Counsel,may be printed on each Note over the certification of the City Secretary of the City,which
may be executed in facsimile.
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ARTICLE VII
SALE OF THE NOTES;
CONTROL AND DELIVERY OF THE NOTES
Section 7.01. Sale of Notes.
(a) The Notes are hereby officially sold and awarded to Amegy Bank (the
"Purchaser"), for a purchase price equal to the principal amount thereof, being the best terms
available to the City, pursuant to a purchase agreement (the "Purchase Agreement") between the
City and the Purchaser, such Purchase Agreement being hereby approved. The Mayor of the City
is hereby authorized and directed to execute and deliver the Purchase Agreement to the Purchaser.
The Initial Note shall be registered in the name of the Purchaser or its designee.
(b) All officers and officials of the City are authorized to take such actions and to
execute such documents, certificates and receipts, and to make such elections with respect to the
tax-exempt status of the Notes, as they may deem necessary and appropriate in order to
consummate the delivery of the Notes, including the execution of a Private Placement Agreement
between the City and Frost Bank as placement agent.
(c) The obligation of the Purchaser identified in subsection(a)of this Section to accept
delivery of the Notes is subject to the Purchaser being furnished with the final, approving opinion
of Bracewell LLP, Bond Counsel for the City, which opinion shall be dated as of and delivered on
the Closing Date.
Section 7.02. Control and Delivery of Notes.
(a) The Mayor is hereby authorized to have control of the Initial Note and all necessary
records and proceedings pertaining thereto and registration with, and initial exchange or transfer
by, the Paying Agent/Registrar.
(b) Delivery of the Notes shall be made to the Purchaser under and subject to the
general supervision and direction of the Mayor, against receipt by the City of all amounts due to
the City under the terms of sale.
(c) In the event the Mayor or City Secretary is absent or otherwise unable to execute
any document or take any action authorized herein, the Mayor Pro Tem and the Assistant City
Secretary, respectively, shall be authorized to execute such documents and take such actions, and
the performance of such duties by the Mayor Pro Tem and the City Secretary shall for the purposes
of this Ordinance have the same force and effect as if such duties were performed by the Mayor
and City Secretary, respectively.
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ARTICLE VIII
CREATION OF FUNDS AND ACCOUNTS;
DEPOSIT OF PROCEEDS; INVESTMENTS
Section 8.01. Creation of Funds.
(a) The City hereby establishes the following special funds or accounts:
(i) The City of Grapevine, Texas, T�Notes, Series 2017, Interest and Sinking
Fund; and
(ii) The City of Grapevine, Texas, Tax Notes, Series 2017, Project Fund.
(b) Each of said funds or accounts shall be maintained at an official depository of the
City.
Section 8.02. Interest and Sinkin� Fund.
(a) The taxes levied under Section 2.01 shall be deposited to the credit of the Interest
and Sinking Fund at such times and in such amounts as necessary for the timely payment of the
principal of and interest on the Notes.
(b) If the amount of money in the Interest and Sinking Fund is at least equal to the
aggregate principal amount of the outstanding Notes plus the aggregate amount of interest due and
that will become due and payable on such Notes, no further deposits to that fund need be made.
(c) Money on deposit in the Interest and Sinking Fund shall be used to pay the principal
of and interest on the Notes as such become due and payable.
Section 8.03. Project Fund.
(a) Money on deposit in the Project Fund, including investment earnings thereof, shall
be used for the purposes specified in Section 3.01 of this Ordinance.
(b) All amounts remaining in the Project Fund after the accomplishment of the
purposes for which the Notes are hereby issued, including investment earnings of the Project Fund,
shall be deposited into the Interest and Sinking Fund.
Section 8.04. Securit,y of Funds. All moneys on deposit in the funds referred to in this
Ordinance shall be secured in the manner and to the fullest extent required by the laws of the State
of Texas for the security of public funds, and moneys on deposit in such funds shall be used only
for the purposes permitted by this Ordinance.
Section 8.05. Deposit of Proceeds.
(a) The proceeds from the sale of the Notes shall be deposited to the Project Fund, such
moneys to be dedicated and used for the purposes specified in Section 3.01.
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(b) All amounts remaining in the Project Fund after the accomplishment of the
purposes for which the Notes are hereby issued,including investment earnings of the Project Fund,
shall be deposited into the Interest and Sinking Fund.
Section 8.06. Investments.
(a) Money in the Interest and Sinking Fund and the Project Fund, at the option of the
City, may be invested in such securities or obligations as permitted under applicable law.
(b) Any securities or obligations in which money is so invested shall be kept and held
in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely
applied to the making of all payments required to be made from the fund from which the
investment was made.
Section 8.07. Investment Income. Interest and income derived from investment of any
fund created by this Ordinance shall be credited to such fund.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Notes. While any of the Notes 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 the interest on and the principal of the Notes, as applicable, as will accrue
or mature on each applicable Interest Payment Date.
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 Note; the City will promptly
pay or cause to be paid the principal of and interest on each Note on the dates and at the places and
manner prescribed in such Note; and the City will, at the times and in the manner prescribed by
this Ordinance,deposit or cause to be deposited the amounts of money specified by this Ordinance.
(b) The City is duly authorized under the laws of the State of Texas to issue the Notes;
all action on its part for the creation and issuance of the Notes has been duly and effectively taken;
and the Notes in the hands of the Owners thereof are and will be valid and enforceable obligations
of the City in accordance with their terms.
Section 9.03. Provisions Concerning Federal Income Tax Exclusion. The City intends
that the interest on the Notes will be excludable from gross income for federal income taa�purposes
pursuant to sections 103 and 141 through 150 of the Code. The City covenants and agrees not to
take any action, or omit to take any action within its control, that if taken or omitted,respectively,
would cause the interest on the Notes to be includable in gross income, as defined in section 61 of
the Code, for federal income t�purposes. In particular,the City covenants and agrees to comply
with each requirement of Sections 9.03 through 9.13 of this Ordinance; provided, however, that
the City will not be required to comply with any particular requirement of Sections 9.03 through
9.13 of this Ordinance if the City has received an opinion of nationally recognized bond counsel
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("Counsel's Opinion") that (i) such noncompliance will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the Notes or(ii)compliance with some
other requirement set forth in Sections 9.03 through 9.13 of this Ordinance will satisfy the
applicable requirements of the Code, in which case compliance with such other requirement
specified in such Counsel's Opinion will constitute compliance with the corresponding
requirement specified in Sections 9.03 through 9.13 of this Ordinance.
Section 9.04. No Private Use or Pavment and No Private Loan Financing. The City
covenants and agrees that it will make such use of the proceeds of the Notes, including interest or
other investment income derived from Note 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 notes will not be "private activity bonds"within the meaning of section 141 of the Code.
Moreover, the City will certify, through an authorized officer, employee or agent, based upon all
facts and estimates known or reasonably expected to be in existence on the date the Notes are
delivered, that the proceeds of the Notes will not be used in a manner that would cause the Notes
to be "private activity bonds" within the meaning of section 141 of the Code.
Section 9.05. No Federal Guarantv. The City covenants and agrees not to take any action,
or knowingly omit to take any action within its control, that, if taken or omitted, respectively,
would cause the Notes to be "federally guaranteed" within the meaning of section 149(b) of the
Code, except as permitted by section 149(b)(3) of the Code.
Section 9.06. No Hed�e Bonds. The City covenants and agrees that it has not and will
not take any action,and has not knowingly omitted and will not knowingly omit to take any action,
within its control,that,if taken or omitted,respectively,would cause the Notes to be"hedge bonds"
within the meaning of section 149(g) of the Code.
Section 9.07. No Arbitra�e Covenant. The City covenants and agrees that it will make
such use of the proceeds of the Notes, including interest or other investment income derived from
Note proceeds, regulate investments of proceeds of the Notes, and take such other and further
action as may be required so that the Notes will not be "arbitrage bonds" within the meaning of
section 148(a) of the Code. Moreover, 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 Notes are delivered, the City will reasonably expect that the proceeds of
the Notes will not be used in a manner that would cause the Notes to be "arbitrage bonds" within
the meaning of section 148(a) of the Code.
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 "gross proceeds"
of the Notes (within the meaning of section 148(�(6)(B) of the Code), be rebated to the federal
government. Specifically, the City will (i) maintain records regarding the investment of the gross
proceeds of the Notes as may be required to calculate the amount earned on the investment of the
gross proceeds of the Notes 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 notes of the City, (ii) determine at such times as are required by the
applicable Regulations,the amount earned from the investment of the gross proceeds of the Notes
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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 Notes, 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 Notes that might result
in a reduction in the amount required to be paid to the federal government because such
arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement
had been at arm's length and had the yield on the issue not been relevant to either party.
Section 9.09. Information Reporting. The City covenants and agrees to file or cause to
be filed with the Secretary of the Treasury,not later than the 15th day of the second calendar month
after the close of the calendar quarter in which the Notes are issued, an information statement
concerning the Notes, all under and in accordance with section 149(e) of the Code.
Section 9.10. Record Retention. The City will retain all pertinent and material records
relating to the use and expenditure of the proceeds of the Notes until three years after the last Note
is redeemed,or such shorter period as authorized by subsequent guidance issued by the Department
of Treasury, if applicable. All records will be kept in a manner that ensures their complete access
throughout the retention period. For this purpose, it is acceptable that such records are kept either
as hardcopy books and records or in an electronic storage and retrieval system, provided that such
electronic system includes reasonable controls and quality assurance programs that assure the
ability of the City to retrieve and reproduce such books and records in the event of an examination
of the Notes by the Internal Revenue Service.
Section 9.11. Re�istration. The Notes will be issued in registered form.
Section 9.12. Deliberate Actions. The City will not take a deliberate action(as defined in
section 1.141-2(d)(3) of the Regulations) that causes the Notes to fail to meet any requirement of
section 141 of the Code after the issue date of the Notes unless an appropriate remedial action is
permitted by section 1.141-12 of the Regulations, the City takes such action, and a Counsel's
Opinion is obtained that such remedial action cures any failure to meet the requirements of section
141 of the Code.
Section 9.13. Continuin� a�. Notwithstanding any other provision of this
Ordinance,the City's obligations under the covenants and provisions of Sections 9.03 through 9.13
of this Ordinance will survive the defeasance and discharge of the Notes for so long as such matters
are relevant to the exclusion from gross income of interest on the Notes for federal income taa�
purposes.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default. Each of the following occurrences or events for the
purpose of this Ordinance is hereby declared to be an"Event of Default,"to-wit:
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(i) the failure to make payment of the principal of,redemption premium,if any,
or interest on any of the Notes 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, the failure to perform which materially, adversely affects the
rights of the Owners, including but not limited to, their prospect or ability to be repaid in
accordance with this Ordinance, and the continuation thereof for a period of 60 days after
notice of such default is given by any Owner to the City.
Section 10.02. Remedies for Default.
(a) Upon the happening of any Event of Default, then and in every case any Owner or
an authorized representative thereof,including but not limited to,a trustee or trustees therefor,may
proceed against the City for the purpose of protecting and enforcing the rights of the Owners under
this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any
court of competent jurisdiction,for any relief permitted by law,including the specific performance
of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be
unlawful or in violation of any right of the Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Notes then outstanding.
Section 10.03. Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the Notes or now or hereafter existing at
law or in equity; provided, however, that notwithstanding any other provision of this Ordinance,
the right to accelerate the debt evidenced by the Notes shall not be available as a remedy under
this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
ARTICLE XI
DISCHARGE
Section 11.01. Dischar�e. The City reserves the right to defease, discharge or refund the
Notes in any manner permitted by applicable law.
ARTICLE XII
MISCELLANEOUS MATTERS
Section 12.01. Changes to Ordinance. The Mayor, City Manager, or Administrative
Services Director, in consultation with Bond Counsel, are hereby authorized to make changes to
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the terms of this Ordinance if necessary or desirable to carry out the purposes hereof or in
connection with the approval of the issuance of the Notes by the Attorney General of Texas.
Section 12.02. Partial Invaliditv. If any section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of the Ordinance.
Section 12.03. No Personal Liabilitv. No recourse shall be had for payment of the principal
of or interest on any Notes or for any claim based thereon,or on this Ordinance,against any official
or employee of the City or any person executing any Notes.
ARTICLE XIII
EFFECTIVE IMMEDIATELY
Section 13.01. Effectiveness. This Ordinance shall become effective immediately upon its
adoption at this meeting pursuant to Section 1201.028, Texas Government Code.
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PRESENTED,FINALLY PASSED AND APPROVED,AND EFFECTIVE on the 3rd day
of October, 2017, by a vote of 7 ayes and 0 nays at a special meeting of the City Council of the
City of Grapevine, Texas.
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Mayor, City of Grapevine, Texas
ATTEST: `;�/(',RApF`'y
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City Secretary, City of �e ' , x��r,,
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APPROVE AS TO FO . * * �``
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City Attorney, City of Grapevine, Texas
Signature Page for Ordinance Authorizing Issuance of
Ciry of Grapevine, Texas, Tax Notes Series 2017
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