HomeMy WebLinkAboutORD 1999-019 ORDINANCE NO. 99-19
BOND ORDINANCE
$30,285,000
CITY OF GRAPEVINE,TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS
SERIES 1999
Adopted: February 16, 1999
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TABLE OF CONTENTS
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Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section1.02. Findings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.03. Table of Contents,Titles and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.04. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE II
SECURITY FOR THE BONDS;INTEREST AND SINKING FUND
Section2A1. Tax Levy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.02. Interest and Sinking F'und . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
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ARTICLE III
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AUTHORIZATION; GENERAL TERMS AND PROVISIONS
, REGARDING THE BONDS
Section 3.01. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.02. Date, Denomination, Maturities and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.03. Medium, Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.04. Execution and Registration of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.05. Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.06. Registration,Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.07. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.08. Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.09. Replacement Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.10. Book-Entry-Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.11. Successor Securities Depository;Transfer Outside Book-Entry Only System . . . . 11
Section 3.12. Payments to Cede& Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
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Section 4.01. Limitation on Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4.02. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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Section 4.03. Mandatory Sinking Fund Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
°� �' Section 4.04. Partial Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.05. Notice of Redemption to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
. _ Section 4.06. Payment Upon Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.07. Effect of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.02. Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.03. Maintaining Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.04. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.05. Notice of Change to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.06. Agreement to Perform Duties and Functions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.07. Delivery of Records to Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
,�� Section 6.02. Form of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6.03. CUSIP Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
� Section 6.04. Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.05. StatementofInsurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE VII
SALE AND DELIVERY OF BONDS,DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds, Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.02. Control and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 7.03. Depositof Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE VIII
INVESTMENTS
Section 8.01. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 8.02. InvestmentIncome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE IX
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PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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Section 9.02. Other Representations and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
�°°�^ Section 9.03. Provisions Concernin Federal Income Ta�c�xclusion 23
g . . . . . . . . . . . . . . . . . . . . . . .
Section 9.04. No Private Use or Payment and No Private Loan Financing . . . . . . . . . . . . . . . . . . 24
,�:..,. Section 9.05. No Federal Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 9.06. Bonds are not Hedge Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 9.07. No-Arbitrage Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 9.08. Arbitrage Rebate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 9.09. Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 9.10. Continuing Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 10.02. Remedies for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 10.03. Remedies Not Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE XI
DISCHARGE
Section 11.01. Discharge by Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
„�..� Section 11.02. Discharge by Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
� ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01. Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 12.02. Material Event Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 12.03. Limitations,Disclaimers and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
ARTICLE XIII
REllEMPTION OI�BONDS;APPROVAL OF ESCROW AGREEMENT;
PURCHASE OF ESCROWED SECURITIES
Section 13.01. Subscription of Federal Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.02. Approval of Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.03. Redemption of Refunded Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 13.04. Notice of Deposit and Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE XIV
EMERGENCY
Section 14.01. Declaring an Emergency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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'�°� EXECUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
� Schedule I - Refunded Bonds
Exhibit A- Description of Annual Disclosure of Financial Information
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AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF
� GRAPEVINE, TEXAS, GENERAL OBLIGArION REFUNDING AND
IMPROVEMENT BONDS, SERIES 1999, IN THE AGGREGATE PRINCIPAL
�_ , AMOUNT OF $30,285,000; LEVYING A TAX IN PAYMENT THEREOF;
APPROVING A BOND PURCHASE AGREEMENT IN CONNECTION
THEREWITH;AND�NACTING OTHER PROVISIONS RELATING TI-IER�TO
WHEREAS, a portion of the bonds hereinafter authorized were duly and favorably voted, as
required by the Constitution and laws of the State of Texas,at an election held in the City of Grapevine,
Texas (the"City"),on Saturday, December 5, 1998; 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
Previously Amount Being Unissued
Purpose Amount Voted Issued Issued Balance
Street $30,245,000 -0- $5,965,000 $24,280,000
,�.;„ Improvements
Library Facilities 6,750,000 -0- 1,000,000 5,750,000
�� Fire Station and 1,625,000 -0- 1,625,000 -0-
Equipment
Park and Trail 1,270,000 -0- -0- 1,270,000
Improvements
Senior Citizen 610,000 -0- 610,000 -0-
Center
WHEREAS,the City Council has found and determined and does hereby find and determine
to refund certain of its previously issued and outstanding bonds as described on Schedule I attached
hereto and incorporated by reference for all purposes (collectively, the"Refunded Bonds"); and
WHEREAS,the City Council hereby finds and determines that refunding the Refunded Bonds
for the purpose of achieving present value debt service savings of approximately $515,067.45,
representing approximately 2.894%,with respect to the Refunded Bonds is in the best interests of the
citizens of the City; and
WHEREAS, the City Council has found and determined that it is necessary and in the best
interest of the City and its citizens that it authorize by this Ordinance the issuance and delivery of its
bonds in a single series at this time; and
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WHERE.AS,the meeting at which this Ordinance is considered is 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
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE,TEXAS:
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,� ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions.
Unless otherwise expressly provided or unless the context clearly requires otherwise in this
Ordinance, the following terms shall have the meanings specified below:
"Bond"means any of the Bonds.
"Bond Date" means the date designated as the date of the Bonds by Section 3.02(a) of this
Ordinance.
"Bonds"means the City's bonds authorized to be issued by Section 3.01 of this Ordinance and
designated as "City of Grapevine, Texas, General Obligation Refunding and Improvement Bonds,
Series 1999."
"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
i, regulations,published rulings and court decisions.
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"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named herein,its office in Fort Worth,Texas, or at such other location designated by
the Paying Agent/Registrar and(ii)with respect to any successor Paying Agent/Registrar, the office of
such successor designated and located as may be agreed upon by the City and such successor.
"DTC"shall mean The Depository Trust Company of New York, New York, or any successor
securities depository.
"DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities to
facilitate the clearance and settlement of securities transactions among DTC Participants.
"Escrow Agent"means Bank One,Texas, N.A., Fort Worth, Texas.
"Escrow Agreement" means that certain Escrow Agreement, dated as of February 15, 1999,
between the City and the Escrow Agent.
"Event of Default"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 of this Ordinance.
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"Interest and Sinking Fund"means the interest and sinking fund established by Section 2.02 of
"�`� this Ordinance.
�� "Interest Payment Date"means the date or dates on which interest on the Bonds is sclieduled
to be paid until their respective dates of maturity or prior redemption,such dates being August 15 and
February 15, commencing August 15, 1999.
"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in the
Register.
"Paying Agent/Registrar" means initially Bank One, Texas, N.A., Fort Worth, Texas, or any
successor thereto as provided in this Ordinance.
"Record Date"means the last business day of the month next preceding an Interest Payment
Date.
"Register" means the bond register specified in Section 3.06(a) of this Ordinance.
"Serial Bonds"means the Bonds maturing in the years 2001 through 2017, inclusive.
"Term Bond"means the Bonds maturing in the year 2019.
Section 1.02. Findin s.
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The declarations,determina[ions and findings declared,made and found in the preamble to this
,�„ Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
Section 1.03. Table of Contents.Titles and Headin�s.
The table of contents, titles and headings of the Articles and Sections of this Ordinance have
been inserted for convenience of reference only and are not to be considered a part hereof and shall
not in any way modify or restrict any of the terms or provisions hereof and shall never be considered
or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any
question of intent should arise.
Section 1.04. Inter�retation.
(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.
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ARTICLE II
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SECURITY FOR THE BONDS;INTEREST AND SINKING FUND
Section 2.01. Tax Lew.
(a) Pursuant to the authority granted by the Texas Constitution and the laws of the State
of Texas, there is hereby levied for the current year and for each succeeding year hereafter while any
of the Bonds or any interest thereon is outstanding and unpaid,an ad valorem t�on each one hundred
dollars'valuation of tatcable property within the City, at a rate sufficient,within the limit prescribed by
law, to pay the debt service requirements of the Bonds,being(i) the interest on the Bonds, and (ii) a
sinking fund for their redemption at maturity or a sinking fund of 2%per annum (whichever amount
is greater),when due and payable,full allowance being made for delinquencies and costs of collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year against all
property appearing on the tax rolls of the City most recently approved in accordance with law and the
money thus collected shall be deposited as collected to the Interest and Sinking Fund.
(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed
irrevocably to the payment of the principal of and interest on the Bonds when and as due and payable
in accordance with their terms and this Ordinance.
�:�» (d) To the extent the City has available funds which may be lawfully used to pay deUt service
on the Bonds and such funds are on deposit in the Interest and Sinking Fund in advance of the time
when the City Council of the city is scheduled to set a t�rate for any year, then such tax rate which
would otherwise be required to be established pursuant to subsection(a)of this Section may be reduced
to the extent and by the amount of such funds in the Interest and Sinking Fund.
(e) If the lien and provisions of this Ordinance shall be released in a manner permitted by
Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately
reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be
suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal
amount of outstanding Bonds,there shall be subtracted the amount of any Bonds that have been duly
called for redemption and for which money has been deposited with the Paying Agent/Registrar for
such redemption.
Section 2.02. Interest and Sinking Fund.
(a) The City hereby establishes a special fund or account, to be designated the "City of
Grapevine,Texas, General Obligation Refunding and Improvement Bonds,Series 1999, Interest and
Sinking Fund,"said fund to be maintained at an official depository bank of the City separate and apart
from all other funds and accounts of the City.
(b) Money on deposit in or required by this Ordinance to be deposited to the Interest and
Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Bonds
when and as due and payable in accordance with their terms and this Ordinance.
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ARTICLE III
AUTHORIZATION;GENERAL TERMS AND PROVISIONS
��� REGARDING THE BONDS
Section 3.01. Authorization.
The City's bonds to be designated "City of Grapevine,Texas, General Obligation Refunding
and Improvement Bonds,Series 1999,"are hereby authorized to be issued and delivered in accordance
with Tex. Const. art.XI,Sec.5 and Articles 1175 and 717k,V.A.T.C.S. and Section 9.26 of the Charter
of the City. The Bonds shall be issued in the aggregate principal amount of $30,285,000, for the
purpose of providing funds to pay the costs of issuing the Boiids, refund the Refunded Bonds and to
make the following permanent public improvements,to wit: (i) $5,965,000 for constructing,improving
and widening streets and thoroughfares and related utility relocation, drainage, landscaping, sidewalk
and signalization improvements,and acquiring land and interests in land therefor; (ii) $1,000,000 for
constructing, equipping and expanding the City's municipal library system, and acquiring land and
interests in land therefor; (iii) $1,625,000 for constructing, equipping, expanding and renovating the
City's fire stations and acquiFing land and interests in land therefor, and acquiring fire-fighting
equipment; and (iv) $610,000 for constructing, developing, equipping,improving and renovating the
Senior Citizen Center, and acquiring land or interests in land therefor.
Section 3.02. Date Denomination. Maturities and Interest.
� � (a) The Bonds shall be dated February 15, 1999. The Bonds shall be in fully registered
form, without coupons, in the denomination of$5,000 or any integral multiple thereof, and shall be
,�„r� numbered separately from one upward, except the Initial Bond,which shall be numbered T 1.
(b) The Bonds shall mature on February 15 in the years and in the principal amounts set
forth in the following schedule:
Serial Bonds
Principal Interest Principal Interest
Years Installments Rates Years Installments Rates
2001 $ 265,000 335% 2010 $3,000,000 4.25%
2002 215,000 3.55% 2011 3,100,000 4.40%
2003 575,000 3.70% 2012 2,745,000 4.50%
2004 585,000 3.80% 2013 2,985,000 4.60%
2005 830,000 3.90% 2014 1,190,000 4.70%
2006 2,185,000 5.00% 2015 1,100,000 4.80%
2007 2,795,000 5.00% 2016 685,000 4.85%
2008 2,755,000 4.05% 2017 715,000 4.85%
2009 3,015,000 4.15%
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Term Bonds
Years Principal Installments Interest Rates
2019 $1,545,000 4.875%
(c) Interest shall accrue and be paid on each Bond respectively until its maturity or prior
redemption, from the later of the Bond Date or the most recent Interest Payment Date to which
interest has been paid or provided for at the rates per annum for each respective maturity specified in
the sehedule contained in subsection (b) above. Such interest shall be payable semiannually
commencing on August 15, 1999, and on each August 15 and February 15 thereafter until maturity or
prior redemption. Interest on the Bonds shall be calculated on the basis of a 360-day year composed
of 12 months of 30 days each.
Section 3.03. Medium, Method and Place of Pa,�.
(a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful
money of the United States of America.
(b) Interest on the Bonds shall be payable to the Owners as shown in the Register at the
�
close of business on the Record Date.
(c) Interest shall be paid by check, dated as of and mailed on the Interest Payment Date,
and sent by the Paying Agent/Registrar to each Owner,first class United States mail,postage prepaid,
to the address of each Owner as it appears in the Register, or by such other customary banking
arrangement acceptable to the Paying Agent/Registrar and the Owner;provided,however, the Owner
shall bear all risk and expense of such other banking arrangement.
(d) The principal of each Bond shall be paid to the Owner thereof on the due date(whether
at the maturity date or the date of prior redemption thereo�upon presentation and surrender of such
Bond at the Designated Payment/Transfer Office of the Paying Agent/Registrar.
(e) If the date for the payment of the principal of or interest on the Bonds shall be a
Saturday,Sunday,legal holiday,or day on which banking institutions in the city where the Designated
Payment/Transfer Office is located are required or authorized by law or executive order to close, the
date for sucli payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday,
or day on which banking institutions are required or authorized to close,and payment on such date shall
have the same force and effect as if made on the original date payment was due and no additional
interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated
to be due and payable.
(� Unclaimed payments of amounts due hereunder shall be segregated in a special account
and held in trust,uninvested by the Paying Agent/Registrar,for the account of the Owner of the Bonds
to which such unclaimed payments pertain. Subject to Title 6 of the Texas Property Code, any
unclaimed payinents remaining unclaimed by the Owners entitled thereto for three years after the
applicable payment or redemption date shall be applied to the next payment or payments on the Bonds
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thereafter coming due and,to the extent any such money remains after the retirement of all outstanding
Bonds, shall be paid to the City to be used for any lawful purpose. Thereafter, neither the City, the
Paying Agent/Registrar nor any other person shall be liable or responsible to any holders of such Bonds
for any further payment of such unclaimed moneys or on account of any such Bonds,subject to Title
6 of the Texas Property Code.
Section 3.04. Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and the City Secretary,
by their manual or facsimile signatures,and the official seal of the City shall be impressed or placed in
facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the
Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the
Bonds shall have the same effect as if the official seal of the City had been manually impressed upon
each of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature appears
on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery
thereof, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes
as if such officer had remained in such office.
(c) Except as provided below,no Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by
� manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not
be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the
Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying
Agent/Registrar described above, the Initial Bond delivered at the Closing Date shall have attached
thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually
executed by the Comptroller o�Public Accounts of the State of Texas,or by his duly authorized agent,
which Certificate shall be evidence that the Bond has been duly approved by the Attorney General of
the State of Texas and that it is a valid and binding obligation of the Ciry, and has been registered by
the Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date,one Initial Bond representing the entire principal amount of all
Bonds, payable in stated installments to the initial purchaser, or its designee, manually signed by the
Mayor and City Secretary of the City, approved by the Attorney General, and registered and manually
signed by the Comptroller of Public Accounts,will be delivered to the initial purchaser or its designee.
Upon payment for the Initial Bond,the Paying Agent/Registrar shall cancel the Initial Bond and deliver
to DTC on behalf of the Purchaser one registered definitive Bond for each year of maturity of the
Bonds in the aggregate principal amount of all Bonds for such maturity, registered in the name of
Cede& Co., as nominee of DTC.
Section 3.05. Ownershin.
(a) The City, the Paying Agent/Registrar and any other person may treat the person in
whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and
receiving payment of the principal thereof and redemption premium,if any, thereon, for the further
purpose of making and receiving payment of the interest thereon, and for all other purposes (except
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interest will be paid to the person in whose name such bond is registered on the Record Date or Special
°�""'" Record Date, as applicable),whether or not such Bond is overdue,and neither the City nor the Paying
Agent/Registrar shall be bound by any notice or knowledge to the contrary.
.,,.a.�
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the e�ent of the
sums paid.
Section 3.06. Registration,Transfer and Exchanee.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall
provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and surrender
of the Bond at the Designated Payment/Transfer Office with such endorsement or other evidence of
transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until
entered in the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the
Designated Payment/Transfer Office for a Bond or Bonds of the same maturity and interest rate and
in any denomination or denominations of any integral multiple of$5,000 and in an aggregate principal
R � amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying
Agent/Registrar is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in
��� accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with this
Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits
and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange
Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration,subsequent
transfer, or exchange for a different denomination of any of the Bouds. The Paying Agent/Registrar,
however,may require the Owner to pay a sum sufficient to cover any ta�c 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 Paying Agent/Registrar shall be required to issue, transfer, or
exchange any Bond called for redemption,in whole or in part,within 45 calendar days prior to the date
fixed for redemption;provided,however,such limitation shall not be applicable to an exchange by the
Owner of the uncalled principal balance of a Bond.
Section 3.07. Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance,and
.�,�
all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in
accordance with this Ordinance, shall be cancelled and proper records shall be made regarding such
,�
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payment,redemption,exchange or replacement. The Paying Agent/Registrar shall dispose of cancelled
Bonds in accordance with the Securities Exchange Act of 1934.
���`'°� Section 3.08. Tem�orar�Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the preparation
of definitive Bonds,the proper officers of the City may execute and,upon the City's request,the Paying
Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten,mimeographed or otherwise produced, in any denomination,substantially
of the tenor of the definitive Bonds in lieu of which they are delivered,without coupons, and with such
appropriate insertions,omissions,substitutions and other variations as the officers of the City executing
such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form,such Bonds in temporary form shall be
entitled to the bencfit and security of this Ordinance.
(c) The City,without unreasonable delay,shall prepare, execute and deliver to the Paying
Agent/Registrar the Bonds in definitive form;thereupon, upon the presentation and surrender of the
Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the
Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the same
maturity and series, in definitive form, in the authorized denomination, and in the same aggregate
principal amount, as the Bonds in temporary form surrendered. Such exchange shall be made without
the making of any charge therefor to any Owner.
�
Section 3.09. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated
Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement
Bond of like tenor and principal amount,bearing a number not contemporaneously outstanding. The
City or the Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover
any taY or other governmental charge that is authorized to be imposed in connection therewith and any
other expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken,the Paying
Agent/Registrar,pursuant to the applicable laws of the State of Texas and in the aUsence of notice or
knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver
a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding, provided that the Owner first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
� (iii) pays all expenses and charges in connection therewith,including,but not limited
to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other
��,:�
governmental charge that is authorized to be imposed; and
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(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
Ue entitled to recover upon the security or indemnity provided therefor to the extent of any loss,
damage,cost or expense incurred by the City or the Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
Bond has become or is about to become due and payable,the Paying Agent/Registrar, in its discretion,
instead of issuing a replacement Bond,may pay such Bond if it has become due and payable or may pay
such Bond when it becomes due and payable.
(e) Each replacement Bond delivereci in accordance with this Section shall constitute an
original additional contractual obligation of the City and shall be entitled to the benefits and security
of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is
delivered.
Section 3.10. Book-F,ntr�!-Only System.
(a) Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the
x r Bonds shall be registered in the name of Cede&Co., as nominee of DTC. The definitive Bonds shall
be initially issued in the form of a single separate bond for each of the maturities thereof.
�.�
(b) With respect to Bonds registered in the name of Cede&Co., as nominee of DTC,the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant
or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without
limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC,Cede & Co. or any
DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than an Owner, as shown on the Register, of any notice with
respect to the Bonds,including any notice of redemption,or (iii) the payment to any DTC Participant
or any other person, other than an Owner, as shown in the Register of any amount with respect to
principal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this
Ordinance to the contrary, the City and the Paying Agent/Registrar shall be entitled to treat and
consider the person in whose name each Bond is registered in the Register as the absolute owner of
such Bond for the purpose of payment of principal of,premium,if any, and interest on Bonds, for the
purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose
of registering transfer with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium,if any, and interest on tl�e Bonds only to or upon
the order of the respective Owners as shown in the Register, as provided in this Ordinance, or their
respective attorneys duly authorized in writing,and all such payments shall be valid and effective to fully
satisfy and discharge the City's obligations with respect to payment of,premium,if any, and interest on
�k,;.,� 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 amounts
��
due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice
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to the effect that DTC has determined to substitute a new nominee in place of Cede& Co., the word
" " "Cede&Co."in this Ordinance shall refer to such new nominee of DTC.
�°^� (c) The Representations Letter previously executed and delivered by the City, and
applicable to the City's obligations delivered in book-entry-only form to DTC as securities depository,
is hereby ratified and approved for the Bonds.
Section 3.11. Successor Securities De�ository;Transfer Outside Book-Entrv Only System.
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 representation letter of the City to DTC,and
that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated
Bonds, or in the event DTC discontinues the services described herein, the Issuer or the Paying
Agent/Registrar shall(i)appoint a successor securities depository,qualified to act as such under Section
17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of
the appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or(ii)notify DTC and DTC Participants of the availability through
DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited
to their DTC accounts. In such event,the Bonds shall no longer be restricted to being registered in the
Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the
successor securities depository, or its nominee,or in whatever name or names Owners transferring or
exchanging Bonds shall designate,in accordance with the provisions of this Ordinance.
,3 � Section 3.12. Pa�ments to Cede& Co.
;��.-�, Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bonds
are registered in the name of Cede& Co., as nominee of DTC,all payments with respect to principal
of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be
made and given,respectively, in the manner provided in the representation letter of the City to DTC.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01. Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturity only as provided in this
Article IV.
Section 4.02. Optional Redemption.
(a) The City reserves the option to redeem Bonds maturing on and after February 15,2010
in whole or any part,before their respective scheduled maturity dates, on February 15, 2009 or on any
date thereafter,such redemption date or dates to be fixed by the City, at a price equal to the principal
amount of the Bonds called for redemption plus accrued interest to the date fixed for redemption.
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(b) If less than all of the Bonds are to be redeemed pursuant to an optional redemption,
� � the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall
direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof,within such maturity or
��� maturities and in such principal amounts for redemption.
(c) The City,at least 45 days before the redemption date, unless a shorter period shall be
satisfactory to the Paying Agent/Registrar,shall notify the Paying Agent/Registrar of such redemption
date and of the principal amount of Bonds to be redeemed.
Section 4.03. Mandatory Sinking Fund Redemption.
(a) Term Bonds maturing on February 15, 2019 are subject to mandatory sinking fund
redemption prior to their scheduled maturity and will be redeemed by the City in part at a redemption
price equal to the principal amount thereof plus interest accrued thereon to the redemption date, on
the dates and in the principal amounts shown in the following schedule:
Term Bonds Maturing February 15. 2019
Redemption Date Principal Amount
February 15, 2018 $755,000
February 15, 2019 (maturity) 790,000
�.>� (b) The Paying Agent/Registrar shall call by lot the Term Bonds,or portion thereof, to be
redeemed subject to the mandatory redemption provisions of this Section 4.03.
(c) The principal amount of the Term Bonds required to be redeemed on any redemption
date pursuant to subparagraph(a)of this Section 4.03 shall be reduced, at the option of the City,by the
principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund
redemption date (i)shall have been acquired by the Ciry at a price not exceeding the principal amount
of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation,or(ii)shall have been redeemed pursuant to the optional redemption
provisions hereof and not previously credited to a mandatory sinking fund redemption.
Section 4.04. Partial Redem�tion.
(a) A portion of a single Bond of a denomination greater than$5,000 may be redeemed,
but only in a principal amount equal to$5,000 or any integral multiple thereof. If such a Bond is to be
partially redeemed,the Paying Agent/Registrar shall treat each$5,000 portion of the Bond as though
it were a single Bond for purposes of selection for redemption.
(b) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond or
Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered,
such exchange being without charge.
.xr,..:.,..�
(c) The Paying Agent/Registrar shall promptly notify the City in writing of the principal
amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed.
;��.,::�
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Section 4.05. Notice of Redem�,tion to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by sending
_�:g 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�to be redeemed, at the address shown on the
Register at the close of business on the business day next preceding the date of mailing such notice.
(b) The notice shall state the redemption date,the redemption price,the place at which the
Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be
redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to have been
duly given,whether or not the Owner receives such notice.
(d) The Paying Agent/Registrar shall also send notice of redemption to two national
information services that disseminate notices of redemption by a secured means that permits the Paying
Agent/Registrar to verify the date of mailing. The Paying Agent/Registrar shall send a second notice
of redemption to each Owner not more than 90 days after the redemption date, if such Owner is
required to and has not presented Bonds for redemption within 30 days of the redemption date.
Section 4.06. Pavment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
�.=m Agent/Registrar money sufficient to pay all amounts due on the redemption datc and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by
,�„ setting aside and holding in trust such amounts as are received by the Paying 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 surrender of any Bond called for redemption at the Designated
Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall
pay the principal of, redemption premium, if any, and accrued interest on such Bond to the date of
redemption from the money set aside for such purpose.
Section 4.07. Effect of Redem�tion.
(a) Notice of redemption having been given as provided in Section 4.04 of this Ordinance,
the Bonds or portions thereof�called for redemption shall become due and payable on the date fixed
for redemption and,unless the City defaults in its obligation to make provision for the payment of the
principal thereof, redemption premium, if any, or accrued interest thereon, such Bonds or portions
thcreof shall cease lo bcar interest from and aftcr the datc fixcd for redcmption,whclhcr or not such
Bonds are presented and surrendered for payment on such date.
(b) If the City shall fail to make provision for payment of all sums due on a redemption
date,then any Bond or portion thereof called for redemption shall continue to bear interest at the rate
, q stated on the Bond until due provision is made for the payment of same by the City.
..�e...:.;.k
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ARTICLE V
�,:�
PAYING AGENT/REGISTRAR
;��
Section 5.01. Aunointment of Initial Payin�,Agent/Re isg�trar.
Bank One, Texas, N.A., Fort Worth, Texas, is hereby appointed as the initial Paying
Agent/Registrar for the Bonds.
Section 5.02. Oualifications.
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 Bonds.
Section 5.03. Maintainin�Paying Agent/Re is� trar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby 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. T'he signature of the Mayor shall be
attested by the City Secretary of the City.
� � (b) If the Paying Agent/Registrar resigns or othen�+ise ceases to serve as such, the City will
promptly appoint a replacement.
Section 5.04. Termination.
The City,upon not less than 60 days notice,reserves the right to terminate the appointment of
any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written
notice of such termination.
Section 5.05. Notice of Chanee to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar,the City will cause
notice of the change to be sent to each Owner by first class United States mail,postage prepaid, at the
address in the Register, stating the effective date of the change and the name and mailing address of
the replacement Paying Agent/Registrar.
Section 5.06. Aureement 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.
���,�
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Section 5.07. Deliverv of Records to Successor.
,.,,�
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
,� appointment of the successor,will deliver the Register(or a copy thereo�and all other pertinent books
and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.01. Form Generallv.
(a) The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the
State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to appear on
each of the Bonds, (i)shall be substantially in the form set forth in this Article,with such appropriate
insertions,omissions,suUstitutions,and other variations as are permitted or required by this Ordinance,
and(ii)may have such letters,numbers,or other marks of identification(including identifying numbers
and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association)and such legends and endorsements(including any reproduction of an opinion of counsel)
thereon as, consistently herewith, may be determined by the City or by the officers executing such
Bonds, as evidenced by their execution thereof.
.��� (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof,with
an appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten,printed,lithographed,or engraved, and may
be produced by any combination of these methods or produced in any other similar manner, all as
determined by the officers executing such Bonds, as evidenced by their execution thereof.
(d) The Initial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 6.02. Form of the Bonds.
The form of the Bond, including the form of the Registration Certificate of the Comptroller
of Public Accounts of the State of Texas,the form of Certificate of the Paying Agent/Registrar and the
form of Assignment appearing on the Bonds, shall be substantially as follows:
'..Atif'....-..p �
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(a) Form of Bond:
REGISTERED REGISTERED
�
No. $
United States of America
State of Texas
CITY OF GRAPEVINE,TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 1999
INTEREST RAT�: MATURITY DATE: BOND DATE: CUSIP NUMBER:
February 15, 1999
The City of Grapevine,Texas(the"City"),in the Counties of Tarrant, Dallas and Denton, 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 I3ond shall have been sooner called for redemption and the payment of the principal hereof
shall have been paid or provided for, and to pay interest on such principal amount from the later of the
Bond Date specified above or the most recent interest payment date to which interest has been paid
or provided for until payment of such principal amount has been paid or provided for, at the per annum
rate of interest specified above,computed on the basis of a 360-day year of twelve 30-day months, such
interest to be paid semiannually on August 15 and February 15 of each year, cominencing August 15,
1999.
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 Fort Worth, Texas, of Bank One, Texas, N.A., as Paying Agent/Registrar (the "Designated
Payment/Transfer Office"), or, with respect to a successor paying agent/registrar, at the Designated
Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the
interest payment date, and will be mailed by the Paying Agent/Registrar to the registered owner at the
address shown on the registration books kept by the Paying Agent/Registrar or by such other customary
banking arrangement acceptable to the Paying Agent/Registrar and the registered owner; provided,
however,such registered owner shall bear all risk and e�ense of such other banking arrangement. 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 preceding such interest payment date.
��
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If the date for the payment of the principal of or interest on this Bond shall be a Saturday,
'�°`" Sunday, legal holiday, or day on which banking institutions in the city where the Designated
Payment/Transfer Office is located are required or authorized by law or executive order to close, the
��� date for such payment shall be the next succeeding day which is not a Saturday, Sunday,legal holiday,
or day on which banking institutions are required or authorizeci to close,and payment on such date shall
have the same force and effect as if made on the original date payment was due and no additional
interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated
to be due and payable.
This Bond is one of a series of fully registered bonds specified in the title hereof issued in the
aggregate principal amount of$30,285,000 (herein referred to as the "Bonds"), issued pursuant to a
certain ordinance of the City (the "Ordinance") for the purpose of providing funds to make certain
permanent public improvements within the City, to refund in advance of their maturity certain
outstanding bonds of the City, and to pay the costs of issuing the Bonds.
The City has reserved the option to redeem the Bonds maturing on or after FeUruary 15, 2010,
in whole or in part, before their respective scheduled maturity dates, on February 15, 2009, or on any
date thereafter, at a price equal to the principal amount of the Bonds so called for redemption plus
accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the
City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct
the Paying Agent/Registrar to call by lot the Bonds, or portions thereof,within such maturity and in
such principal amounts, for redemption.
�� Bonds maturing on February 15, 2019 (the "Term Bonds") are subject to mandatory sinking
fund redemption prior to their scheduled maturity, and will be redeemed by the City, in part at a
redemption price equal to the principal amount thereof plus interest accrued to the redemption date,
on the dates and in the principal amounts shown in the following schedule:
Term Bonds Maturing Februaiv 15. 2019
Redemption Date Principal Amount
February 15, 2018 $755,000
February 15, 2019 (maturity) 790,000
The Paying Agent/Registrar will select by lot the specific Term Bonds (or with respect to Term
Bonds having a denomination in excess of$5,000, each $5,000 portion thereo� to be redeemed by
mandatory redemption. The principal amount of Term Bonds required to be redeemed on any
redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall
be reduced,at the option of the City,by the principal amount of any Term Bonds which,at least 45 days
prior to the mandatory sinking fund redemption date (i)shall have been acquired by the City at a price
not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, or(ii) shall have been redeemed
pursuant to the optional redemption provisions hereof and not previously credited to a mandatory
sinking fund redemption.
,�„�
Notice of such redemption or redemptions shall be given by first class mail,postage prepaid,not
y��,
less than 30 days before the date fixed for redemption,to the registered owner of each of the Bonds to
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be redeemed in whole or in part. Notice having been so given,the Bonds or portions thereof designated
'�°�� for redemption shall become due and payable on the redemption date specified in such notice;from
and after such date,notwithstanding that any of the Bonds or portions thereof so called for redemption
� shall not have been surrendered for 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 Bond for transfer at the Designated Payment/Transfer Office with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar;
thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized
denominations,bearing the same rate of interest, and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
Neither the City nor the Paying Agent/Registrar shall be required to issue,transfer or exchange
any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days
of the date fixed for redemption; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Bond.
The City,the Paying Agent/Registrar,and any other person may treat the person in whose name
this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the person in whose name this Bond is registered on the Record Date)
and for all other purposes,whether or not this Bond be overdue, and neither the City nor the Paying
Agent/Registrar shall be affected by notice to the contrary.
,�
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of
which it is a part is duly authorized by law; that all acts, conditions and things required to be done
precedent to and in the issuance of the Bonds have been properly done and performed and have
happened in regular and due time, form and manner, as required by law; and that ad valorem taxes
upon all ta�cable 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.
IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of
the City Secretary of the City, and the official seal of the City has been duly impressed or placed in
facsimile on this Bond.
City Secretary, Mayor,
City of Grapevine,Texas City of Grapevine,Texas
[SEAL]
{b) Form of Comptroller's Registration Gertificate.
.��.�,
The following Comptroller's Registration Certificate may be deleted from the definitive Bonds
�.m.:�
if such certificate on the Initial Bond is fully executed.
6.1�F:�FINAN�GRA325�29002�BOND.ORD _18_
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�'"'" 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 conformity with the Constitution and laws of the State of Texas,
and that it is a valid and binding obligation of the City of Grapevine,Texas, and that this Bond has this
day been registered by me.
Witness my hand and seal of office at Austin,Texas,
Comptroller of Public Accounts
of the State of Texas
[SEAL]
(c) Form of Certificate of Paying Agent/Registrar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the
a�� executed Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Bond of this series of bonds was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas, and that this is one of the Bonds referred to in the within-mentioned
Ordinance.
BANK ONE,TEXAS, N.A.
Fort Worth,Texas, as Paying Agent/Registrar
Dated: By:
Authorized Signatory
(d) I�orm of Assignment.
ASSIGNMENT
�v� FOR VALUE RECEIVED,the undersigned hereby sells,assigns, and transfers unto (print or
typewrite name, address and 7,ip Code of transferee):
�.�
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.�-,�.
(Social Security or other identifying number: ) the within Bond and all rights hereunder and
hereby irrevocably constitutes and appoints attorney to transfer the within Bond
on the books kept for registration hereof,with full power of substitution in the premises.
Date:
NOTICE: 'Ifie signature on this Assignment must
correspond with the name of the registered owner as it
appears on the face of the within Bond in every particular
and must be guaranteed in a manner acceptable to the
Paying Agent/Registrar.
Signature Guaranteed:
Authorized Signatory
(e) The Initial Bond shall be in the form set forth in paragraphs (a) through (d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond, the headings"INTEREST RATE"
and"MATURITY DATE"shall both be completed with the words"As shown below";
.�A.�
(ii) in the first paragraph of the Bond,the words"on the Maturity Date specified
above"shall be deleted and the following will be inserted: "on February 15 in each of the years,
in the principal installments and bearing interest at the per annum rates in accordance with the
following schedule:
Principal Interest
Years Installments Rates "
(Information to be inserted from
schedule in Section 3.02 of this Ordinance)
(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,New 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 attorneys approving said Bonds as to legality are to be held responsible for CUSIP
numUers incorrectly printed on the Bonds.
���
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��
Section 6.04. Le a� 1 O�inion.
The approving legal opinion of Vinson&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 Insurance.
A statement relating to a municipal bond insurance policy,if any, to be issued for the Bonds
may be printed on or attached to each Bond.
ARTICLE VII
SALE AND DELIVERY OF BONDS,DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds, Official Statement.
(a) The Bonds are hereby sold and awarded and shall be delivered to Morgan Keegan&
Company, Inc. and Southwest Securities (collectively the "Purchasers"), pursuant to the terms and
provisions of the Purchase Agreement (the "Purchase Agreement") relating to the Bonds, dated the
date hereof,which is hereby approved. The Mayor is hereby authorized and directed to execute and
deliver, and the City Secretary is hereby authorized and directed to attest, such Purchase Agreement,
��° substantially in the form presented at this meeting. It is hereby officially found, determined and
declared that the terms of this sale are the most advantageous reasonably obtainable. The Bonds shall
be initially registered in the name of the Purchaser or its designee.
(b) The form and substance of the Preliminary Official Statement,dated February 5, 1999,
and any addenda,supplement or amendment thereto (the"Preliminary Official Statement")presented
to and considered at this meeting,is hereby in all respects approved and adopted and the Preliminary
Official Statement is hereby deemed final as of its date (except for omission of pricing and related
information)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 use and distribution of the Preliminary Official
Statement, and the preliminary public offering of the Bonds by the Purchasers is hereby ratified,
approved and confirmed. The Preliminary Official Statement with such appropriate variations,
including pricing and related information, as shall be approved by the Mayor of the City and the
Purchasers(the"Official Statement"),may be used by the Purchaser in the public offering and sale of
the Bonds. The City Secretary is hereby authorized and directed to include and maintain a copy of the
Official Statement and any addenda, supplement or amendment thereto thus approved among the
permanent records of this meeting. The Mayor and City Secretary of the City are hereby authorized
and directed to execute the same and deliver appropriate numbers of executed copies thereof to the
Purchaser.
(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 the Purchase Agreement.
�
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Section 7.02. Control and Delivery of Bonds.
$��
(a) The Mayor of the City is hereby authorized to have control of the Initial Bond and all
� necessary records and proceedings pertaining thereto pending investigation,examination and approval
of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of
the State and registration with, and initial exchange or transfer by,the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds shall
be made to the initial purchasers�thereof under and subject to the general supervision and direction of
the Mayor, against receipt by the City of all amounts due to the City under the terms of sale.
Section 7.03. Deposit of Proceeds. On the Closing Date, the City shall cause the proceeds
from the sale of the Bonds, together with $40,000.00 from the City representing a portion of the
amounts on deposit in the interest and sinking fund with respect to the Refunded Bonds, to be
deposited as follows:
(a) All amounts received on the Closing Date as accrued interest on the Bonds from the
Bond Date to the Closing Date shall be deposited to the Interest and Sinking Fund.
(b) $20,896,341.70,which includes the net premium paid with respect to the Bonds, shall
be deposited to the Escrow Fund and shall be applied in accordance with the Escrow Agreement.
(c) $201,600.90 shall be applied to the payment of costs related to the issuance of the Bonds
,� including the municipal bond insurance premium.
(d) The remaining balance shall be deposited to a special construction fund, and shall be
used to pay the costs for the purposes listed in (i) through (iv) of Section 3.01.
(e) To the e�rtent necessary to effect the intent and purposes of this Ordinance,the Finance
Director of the City is hereby authorized to reallocate or adjust the application of the proceeds of the
Bonds as set forth above.
ARTICLE VIII
INVESTMENTS
Section 8.01. Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance,at the option of the
City,may be invested in such securities or obligations as permitted under applicable law as in effect on
the date of the investment.
(b) Any securities or obligations in which money in the Interest and Sinking Fund 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 Interest and
,� Sinking Fund.
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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(b)hereof shall be credited to the fund or accounl 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 Interest and Sinking Fund.
ARTICLE 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 and principal of the Bonds as will accrue or
mature on the applicable Interest Payment Date,maturity date or date of prior redemption.
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 and interest on each Bond on the dates and at the places and
manner prescribed in such Bond; and the City will, at the times and in the manner prescribed by this
Ordinance, deposit or cause to be deposited the amounts of money specified by this Ordinance.
(b) The City is duly authorized under the laws of the State of Texas to issue the Bonds; all
action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and
the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the
City in accordance with their terms.
Section 9.03. Provisions Concerning Federal Income Tax Exclusion.
The City intends that the interest on the Bonds shall be excludable from gross income for
purposes of federal income t�ation pursuant to sections 103 and 141 through 150 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the applicable regulations promulgated
thereunder(the"Regulations"). The City covenants and agrees not to take any action, or knowingly
omit to take any action within its control,that if taken or omitted,respectively,would cause the interest
on the Bonds to be includable in the gross income, as defined in section 61 of the Code, of the holders
thereof for purposes of federal income taxation. In particular,the City covenants and agrees to comply
with each requirement of this Article IX; provided, however, that the City shall not be required to
comply with any particular requirement of this Article IX if the City has received an opinion of
nationally recognized bond counsel ("CounsePs Opinion")that such noncompliance will not adversely
affect the exclusion from gross income for federal income tax purposes of interest on the Bonds or if
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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, in which case
compliance with such other requirement specified in such Counsel's Opinion shall constitute
x�� compliance with the corresponding requirement specified in this Article IX.
Section 9.04. No Private Use or Payment 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, the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be
"private activity bonds"within the meaning of section 141 of the Code and the Regulations. 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 the use of property financed, directly or
indirectly,with such proceeds, and lake such other and further action as may be required so that the
bonds will not be "private activity bonds" within the meaning of section 141 of the Code and the
Regulations.
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 Bonds to be "federally
guaranteed"within the meaning of section 149(b)of the Code and the Regulations,except as permitted
by section 149(b)(3) of the Code and the Regulations.
Section 9.06. Bonds are not Hedge Bonds.
��
The City covenants and agrees not to take any action,or knowingly omit to take any action, and
has not knowingly omitted and will not knowingly omit to take any action,within its control, that, if
taken or omitted, respectively, would cause the Bonds to be "hedge bonds" within the meaning of
section 149(g) of the Code and the Regulations.
Section 9.07. No-Arbitrage Covenant.
The City shall certify, through an authorized officer, employee or agent, that, based upon all
facts and estimates known or reasonably expected to be in existence on the date the Bonds are
delivered,the City will reasonably expect that the proceeds of the Bonds will not be used in a manner
that would cause the Bonds to be"arbitrage bonds"within the meaning of section 148(a) of the Code
and the Regulations. Moreover, the City covenants and agrees that it will make such use of the
proceeds of the Bonds including interest or other investment income derived from Bond proceeds,
regulate investments of proceeds of the Bonds, and take such other and further action as may be
required so that the Bonds will not be "arbitrage bonds"within the meaning of section 148(a) of the
Code and the Regulations.
Section 9.08. Arbitrage Rebate.
�..�
If the City does not qualify for an exception to the requirements of Section 148(� of the Code,
the City will take all necessary steps to comply with the requirement that certain amounts earned by the
City on the investment of the"gross proceeds"of the Bonds(within the meaning of section 148(�(6)(B)
6.1�F:�FINAN�GRA325�?9002�BOND.ORD -24-
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of the Code), be rebated to the�federal government. Specifically, the City will (i) maintain records
"�� regarding the investment of the gross proceeds of the Bonds as may be required to calculate the amount
earned on the investment of the gross proceeds of the Bonds separately from records of amounts on
deposit in the funds and accounts of the City allocable to other bond issue of the City or moneys which
do not represent gross proceeds of any bonds of the City, (ii) calculate at such times as are required by
the 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 the
Regulations,all amounts required to be rebated to the federal government. Further, the City will not
indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing
requirements to any person other than the federal government by entering into any investment
arrangement with respect to the gross proceeds of the Bonds 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.
'I'he City covenants and agrees to file or cause to be filed with the Secretary of the Treasury,not
later than the 15th day of the second calendar month after the close of the calendar quarter in which
the Bonds are issued, an information statement concerning the Bonds,all under and in accordance with
section 149(e) of the Code and the Regulations.
�-� Section 9.10. Continuin�Obligation. Notwithstanding any other provision of this Ordinance,
the City's oUligations uiider the covcnants and provisions�f this.Article IX shall survive thc defeasance
,� and discharge of the Bonds.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby
declared to be an Event of Default:
(i) the failure to make payment of the principal of 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 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 Bonds 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 Bonds 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 Bonds shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver
of any other available remedy.
:��
ARTICLE XI
DISCHARGE
Section 11.01. Discharge by Payment.
When all Bonds have been paid in full as to principal and as to interest and premium,if any,
or when all Bonds have become due and payable, whether at maturity or by prior redemption or
otherwise,and the City shall have provided for the payment of the whole amount due or to become due
on all Bonds then outstanding,including all interest that has accrued thereon or that may accrue to the
date of maturity or prior redemption, and any premium due or that may become due at maturity or
prior redemption,by depositing with the Paying Agent/Registrar, for payment of the principal of such
outstanding Bonds and the interest accrued thereon and any premium due thereon, the entire amount
due or to become due thereon, and the City shall also have paid or caused to be paid all sums payable
under this Ordinance by the City, including the compensation due or to become due the Paying
Agent/Registrar,then the Paying Agent/Registrar,upon receipt of a letter of instructions from the City
requesting the same,shall discharge and release the lien of this Ordinance and execute and deliver to
the City such releases or other instruments as shall be requisite to release the lien hereof.
Section 11.02. Discharge bv Deposit.
��.��
(a) The City may discharge its obligation to pay the principal of, premium, if any, and
interest on all or any portion of the Bonds and its obligation to pay other sums payable or to become
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payable under this Ordinance by the City,including the compensation due or to become due the Paying
�"�` Agent/Registrar,in accordance with the following procedures:
�� (i) depositing or causing to be deposited with the Paying Agent/Registrar an
amount of money that, together with the interest earned on or capital gains or profits to be
realized from the investment of such money,will be sufficient to pay the principal of,premium,
if any, and accrued interest on such Bonds to maturity or to the date fixed for prior redemption
of such Bonds, and to pay such other amounts as may be reasonably estimated by the Paying
Agent/Registrar to become payable under this Ordinance with respect to the Bonds being
provided for, including the compensation due or to become due the Paying Agent/Registrar;
and
(ii) providing the Paying Agent/Registrar with an opinion of nationally recognized
bond counsel acceptable to the Paying Agent/Registrar to the effect that the deposit specified
in subdivision(i)of this subsection(a)will not cause the interest on any of the Bonds to become
subject to federal income t�ation.
(b) Subject to subsection (c) of this Section, upon compliance with subsection (a) of this
Section, the Bonds the payment for which provision is thus made shall no longer be regarded as
outstanding and unpaid, and the Paying Agent/Registrar, upon receipt of a letter of instructions from
the City requesting the same, shall discharge and release the lien of this Ordinance as to such Bonds
and shall execute and deliver to the City such releases or other instruments as shall be requisite to
release the lien hereof.
�
(c) Before the discharge and release of any portion of the lien of this Ordinance pursuant
to this Section, the City shall make the following provisions with the Paying Agent/Registrar:
(i) the establishment of a separate escrow account fund with the Paying
Agent/Registrar for the deposit pursuant to subsection (a)(i) of this Section;
(ii) the payment to the Owners at the date of maturity or at the date fu�ed for prior
redemption, as applicable, of the full amount to which the Owners of the appropriate Bonds
would be entitled by way of principal,premium,if any, and interest to the date of such maturity
or prior redemption;
(iii) the investment of such moneys by the Paying Agent/Registrar in direct
obligations of the United States of America,including obligations,the principal of and interest
on which are unconditionally guaranteed by the United States of America, and which may be
in book entry form,maturing and/or bearing interest payable at such times and in such amounts
as will be sufficient to provide for the scheduled payment and/or redemption of such Bonds in
securities or obligations maturing in sufficient time, in the judgment of the Paying
Agent/Registrar, to make available the moneys required for such purposes;
(iv) the sending of written notice by first class United States mail to the Owner of
each appropriate Bond then outstanding within 30 days following the date of such deposit that
��„ such moneys are so available for such payment; and
�
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(v) the payment to the City,periodically or following final payment of the principal
�`"""�� of, premium,if any, and interest on the appropriate Bonds, of any moneys,interest earnings,
profits or capital gains over and above the amounts necessary for such purposes.
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ARTICLE XII
CONTINUING DISCLOSURE 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 ending in or after 1999, financial
information and operating data with respect to the City of the general type included in the final Official
Statement, being the information described in E�ibit A hereto. Any financial statements so to be
provided shall be (i) prepared in accordance with the accounting principles described in E�ibit 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
complete within such period, th�n the City shall 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. 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 fiscal year end)prior to the next date by which the City otherwise would be
:.�� required to provide financial information and operating data pursuant to this Section.
�„ (c) The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific reference to any
document(including an official statement or other offering document,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 difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial difficulties;
(v) substitution of credit or liquidity providers, or their failure to perform;
(vi) adverse tax opinions or events affecting the tax exempt status of the Bonds;
�
(vii) modifications to rights of Owners;
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.�;;,x,
(viii) bond calls;
(ix) defeasance;
��.f,,�.
(x) release,substitution,or sale of property securing repayment of the Bonds; and
(xi) rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner,of any failure by the City to provide financial information or operating data in accordance with
Section 12.02 of this Ordinance by the time required by such Section.
Section 12.03. Limitations,Disclaimers and Amendments. (a) The City shall be obligated to
observe and perform the covenants specified in this Article for so long as, but only for so long as, the
City remains an"obligated person"with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give notice of any deposit made in accordance with Article XI that causes
Bonds no longer to be 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, remeciy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has expressly
agreed to provide pursuant to this Article and does not hereby undertake to provide any other
� information that may be relevant or material to a complete presentation of the City's financial results,
condition,or prospects or hereby undertake to update any information provided in accordance with this
Article or otherwise,except as expressly provided herein. The City does not make any representation
or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR
BENEFICIALOWNER 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 ARTICLE,BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(c) No default by the City in observing or performing its obligations under this Article shall
comprise a breach of or default under the Ordinance for purposes of any other provisions of this
Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim,waive,or otherwise limit the
duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City from time to time to adapt
s,�;:� to changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the City, but only if (i) the provisions of this
Article, as so amended,would have permitted an underwriter to purchase or sell Bonds in the primary
6.1�F:\FINAMGRA325�29W2U30ND.ORD _rL9_
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offering of the Bonds in compliance with the Rule, taking into account any amendments or
` � interpretations of the Rule to the date of such amendment,as well as such changed circumstances, and
(ii)either(a)the Owners of a majority in aggregate principal amount(or any greater amount required
�� � by any other provisions of this Ordinance that authorizes such an amendment) of the Outstanding
Bonds consent to such amendment or(b)a person that is unaffiliated with the City(such as nationally
recognized bond counsel)determines that such amendment will not materially impair the interests of
the Owners and beneficial owners of the Bonds. If the City so amends the provisions of this Article,
it shall include with any amended financial information or operating data next provided in accordance
with Section 12.02 an explanation, in narrative form, of the reasons for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
ARTICLE XIII
REDEMPTION OF BONDS;APPROVAL OF ESCROW AGREEMENT;
PURCHASE OF ESCROWED SECURITIES
Section 13.01. Subscription of Federal Securities. The Mayor and the Director of Finance of
the City,either or both, are hereby authorized to make necessary arrangements for the purchase of the
Federal Securities referenced in the Escrow Agreement,as may be necessary for the Escrow Fund and
the application for the acquisition of the Federal Securities is hereby approved and ratified.
Section 13.02. A�proval of Escrow Agreement. The Escrow Agreement,in substantially the
form presented at this meeting,and its execution and delivery by the Mayor and the City Secretary are
���� hereby ratified and approved. The signature of the Mayor shall be attested by the City Secretary.
� Section 13.03. Redem�tion of Refunded Bond. The Refunded Bonds are hereby called for
redemption and shall be redeemed prior to their stated maturitie.s on the redemption date and at the
redemption price specified on Schedule I hereto. Following the deposit to the Escrow Fund as herein
specified,the Refunded Bonds shall be payable solely from and secured by the cash and securities on
deposit in the Escrow Fund and shall cease to be payable from ad valorem taxes.
Section 13.04. Notice of Deposit and Redem�tion. The City Secretary is hereby authorized
to cause notice of redemption to be given to the respective paying agent/registrar for the Refunded
Bonds by delivery of a certified copy of this Ordinance. Each paying agent/registrar for the Refunded
Bonds is hereby authorized and directed to give notice of deposit and notice of redemption with respect
to the Refunded Bonds as required under the ordinance pursuant to which the Refunded Bonds were
issued.
ARTICLE XIV
EMERGENCY
Section 14.01. Declaring an Emergency. The public importance of this Ordinance and the fact
that it is in the best interest of the City to provide for the construction of the permanent public
improvements herein contemplated at the earliest possible date constitutes an emergency and creates
a necessity for the immediate preservation of the public peace, property, health and safety of the
citizens of the City,requiring that this Ordinance be passed and take effect from and after its passage
and approval in accordance with the Charter of the City.
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���
EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Article are as specified(and included in the Appendix or other headings of the
Official Statement referred to) below:
1. The portions of the financial statements of the City appended to the Official Statement
as Appendix B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth in Tables numbered 1 through 6 and 8 through
15.
Accounting Principles
The accounting principles referred to in such Article are the accounting principles described
in the notes to the financial statements referred to in Paragraph 1 above.
��
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, FINALLY PASSED, APPROVED AND EFFECTIVE this February 16, 1999.
.t�,�
Mayor, City of Grapevine, Texas,
ATTEST:
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City ecretary
City of Grapevine, Texas
[SEAL]
�"'" APPROVED AS TO FORM:
>
City Attorney, ity of Grapevine, Texas
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6.1\R:\PASS\BOND.ORD
SCHEDULE I
REFUNDED BONDS
The following series of City of Grapevine,Texas General Obligation Bonds have been called
for redemption and shall be redeemed in the principal amounts, on the dates and at price equal to the
principal amount thereof as set forth below:
Principal Redemption Paying Agent
Series Amount Maturities Date Registrar
General Obligation Bonds, Series 1992-B 1,985,000 2003-2011 02/15/02 Bank One�'�
General Obligation Refunding and 1,340,000 2005-2012 02/15/03 Bank One
Improvement Bonds,Series 1993
General Obligation Bonds, Series 1994 4,875,000 2005-2015 02/15/04 Bank One
General Obligation Bonds, Series 1995 7,625,000 2006-2013 02/15/OS Bank One
General Obligation Bonds, Series 1996 4,000,000 2007-2013 02/15/06 Bank One
�I� Bank One, Texas, N.A., Fort Worth,Texas
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MINUTES AND CERTIFICATION PERTAINING TO
PASSAGE OF AN ORDINANCE
°` ` STATE OF TEXAS §
COUNTIES OF TARRANT §
DALLAS AND DENTON §
CITY OF GRAPEVINE § •
On the 16th day of February, 1999,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 prescribed by
Chapter 551, Texas Government Code, as amended; and the roll was called of the duly constituted
officers and members of the City Council,which officers and members are as follows:
William D.Tate, Mayor C.Shane Wilbanks )
Ted R.Ware, Mayor Pro Tem Sharron Spencer ) Members of
- Clydene Johnson ) the Council
Darlene J. Freed )
Roy Stewart )
and all of said persons were present,except the following absentees:none,thus constituting a quorum.
Whereupon,among other business,a written ordinance bearing the following caption was introduced:
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF
GRAPEVINE, TEXAS, GENERAL OBLIGATION REFUNDING AND
.M w� IMPROVEMENT BONDS, SERIES 1999 IN THE AGGREGATE PRINCIPAL
AMOUNT OF $30,285,000; LEVYING A TAX IN PAYMENT THEREOF;
APPROVING A BOND PURCHASE CONTRACT IN CONNECTION
THEREWITH;AND ENACTING OTHER PROVISIONS RELATING THERETO
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 seconded that the Ordinance be finally passed and adopted.
The Presiding Officer put the motion to a vote of the members of the City Council, and Che
Ordinance was finally passed and adopted by the following vote:
AYES: Tate, Ware, Spencer,Wilbanks,Johnson, Freed and Stewart
NOES: None
ABSTENTIONS: None
�„,,,,
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MINUTBS APPROVED AND CERTIFIED TO BE TRUE AND CORREC�and to correctly
4 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 of�cial copy
�*w thereof on file among the official rccords of the City, all on this the 16th day of Pebruary, 1999.
J . �� �
Ci Secretary, City pevine,Texas
[SEAL]
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