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Home My WebLink AboutORD 1998-083 ORDINANCE NO. 98-83 relating to $5,875,000 CIT'Y OF GRAPEVINE, TEXAS - COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 1998 Adopted: July 21, 1998 Dated: July 1, 1998 ;� 6.1�F:�FINAMGRA325�16001\CERT•ORD 07/14i98:(9:58am) TABLE OF CONTENTS � Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 �.._� ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.02. Findings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 1.03. Table of Contents, Titles, and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 1.04. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE II SECURITY FOR THE CERTIFICATES; INTEREST AND SINKING FUND Section 2.01. Payment of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 2.02. Interest and Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE III , AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES """ Section 3.01. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.02. Date, Denomination, Maturities, and Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.03. Medium, Method, and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 3.04. Execution and Registration of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section3.05. Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.06. Registration,Transfer, and Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.07. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 3.08. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 3.09. Replacement Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 3.10. Book-Entry-Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 3.11. Successor Securities Depository;Transfer Outside Book-Entry-Only System . . . . . 12 Section 3.12. Payments to Cede & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE IV REDEMPTION OF CERTIFICATES BEFORE MATURITY Section 4.01. Redemption Before Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 4.02. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 4.03. Mandatory Sinking Fund Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 4.04. Partial Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 6.1�F:�FINAMGRA325�16001\CER7'-ORD 07/14/98:(9:SSam) �1� Section 4.05. Notice of Redemption to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 4.06. Payment Upon Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 4.07. Effect of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Paying Agent/Registrar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 5.02. Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 5.03. Maintaining Paying Agent/Registrar. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 5.04. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 5.05. Notice of Change to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 5.06. Agreement to Perform Duties and Functions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 5.07. Delivery of Records to Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ARTICLE VI FORM OF THE CERTIFICATES Section 6.01. Form Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . 16 Section 6.02. Form of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 6.03. CUSIP Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 6.04. Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 6.05. BondInsurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VII SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS Section 7.01. Sale of Certificates; Official Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 7.02. Control and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 7.03. Depositof Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 . ARTICLE VIII INVESTMENTS Section 8.01. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 8.02. InvestmentIncome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS �`� Section 9.01. Payment of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 9.02. Other Representations and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 9.03. Provisions Concerning Federal Income Tax Exclusion . . . . . . . . . . . . . . . . . . . . . . . . 25 6.1\F:�FI NAN�G RA325�16001\CERT-ORD 07/14N8:(9:58am) (11> Section 9.04. No Private Use or Payment and No Private Loan Financing . . . . . . . . . . . . . . . . . . . 25 Section 9.05. No Federal Guaranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 '°"'� Section 9.06. Certi�cates Are Not Hedge Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 9.07. No-Arbitrage Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 9.08. Arbitrage Rebate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 9.09. Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 9.04. Continuing Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 10.02. Remedies for Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 10.03. Remedies Not Exclusive. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 ARTICLE XI DISCHARGE � Section 11.01. Discharge by Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 11.02. Discharge by Deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 ARTICLE XII � CONTINUING DISCLOSURE UNDERTAKING Section 12.01. Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 12.02. Material Event Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 12.03. Limitations, Disclaimers and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ARTICLE XIII � ADDITIONAL OBLIGATIONS Section 13.01 Additional Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 ARTICLE XIV DECLARATION OF EMERGENCY Section 14.01. Declaration of Emergency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 EXECUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 EXHIBIT A- Description of Annual Disclosure of Financial Information � 6.I�F:�FI NAN�GRA325�16001\CERT-ORD 07/14FI8:(9:58am) (111) ORDINANCE NO. 98-83 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF GRAPEVINE,TEXAS, COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,SERIES 1998, IN THE AGGREGATE PRINCIPAL AMOUNT OF$5,875,000;ENACTING OTHER PROVISIONS RELATING THERETO;AND DECLARING AN EMERGENCY WHEREAS, under the provisions of TEX. LOC. GOV. CODE ANN., Chapter 271, Subchapter C, as amended,the City of Grapevine,Texas(the"City"),is authorized to issue certificates of obligation for the purposes speci�ied in this Ordinance and for the payment of all or a portion of the contractual obligations for professional services, including that of engineers, attorneys, and financial advisors in connection therewith, and to sell the same for cash as herein provided; and WHEREAS,pursuant to Article 1269j-4.1,V.T.A.C.S.,the City is authorized to pledge the Net Revenues of the Golf Course to the payment of obligations issued for the purpose of making additions and improvements to the Golf Course; and WHEREAS,the City is further authorized to provide that such obligations will be payable from and secured by the levy of a direct and continuing ad valorem tax against all taxable property within the City to the e�rtent the Net Revenues from the Golf Course are insufficient to pay the debt service on such obligations; and WHEREAS, the City Council has found and determined that it is necessary and in the best interests of the City and its citizens that it issue such certificates of obligation authorized by this Ordinance; and � WHEREAS, pursuant to a resolution heretofore passed by this governing body, notice of intention to issue certificates of obligation of the City payable as provided in this Ordinance was published in a newspaper of general circulation in the City in accordance with the laws of the State of Texas,such certificates of obligation to be issued in the amount of$5,875,000 for the purpose of paying contractual obligations to be incurred for the purposes set forth in Section 3.01 hereof; and WHEREAS,no petition of any kind has been filed with the City Secretary, any member of the City Council or any other official of the City, protesting the issuance of such certificates of obligation; and WHEREAS,this City Council is now authorized and empowered to proceed with the issuance of said certificates of obligation and to sell the same for cash; and WHEREAS,the meeting at which this Ordinance is considered is open to the public as required by law, and public notice of the time, place, and purpose of said meeting was given as required by Chapter 551, Texas Government Code, as amended;therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE: �F� 6.1�F:�FINAN�G RA325�16001\CERT-ORD 07/1Ji98:(9:58am) ARTICLE I ..�+ DEFINITIONS AND OTHER PRELIMINARY MATTERS �.,.� Section 1.01. Definitions. Unless otherwise expressly provided or unless the conte�rt clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified below: "Certificate" means any of the Certificates. "Certi�icate Date"means the date designated as the initial date of the Certificates by Section 3.02(a) of this Ordinance. "Certificates"means the certificates of obligation authorized to be issued by Section 3.01 of this Ordinance and designated as "City of Grapevine,Texas, Combination Tax and Revenue Certificates of Obligation, Series 1998,"in the aggregate principal amount of$5,875,000. "City"means the City of Grapevine, Texas. � "Closing Date" means the date of the initial delivery of and payment for the Certificates. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations,published rulings, and court decisions. � "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" means 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. "Event of Default" means any event of default as defined in Section 10.01 of this Ordinance. "Fiscal Year" means such fiscal year as shall from time to time be set by the City Council. "Golf Course" means the Grapevine Municipal Golf Course located at 3800 Fairway Drive, Grapevine, Texas. "Gross Revenues"means all of the revenues of every nature received through the operation of the Golf Course. .�, "Initial Certi�cate"means the initial certificate authorized by Section 3.04 of this Ordinance. 6.1�F:�FINAN�G RA325\16001\CERT-O RD 07/11/98:(9:SBam) -2- "Interest and Sinking Fund"means the interest and sinking fund established by Section 2.02 of this Ordinance. r' - "Interest Payment Date" means the date or dates upon which interest on the Certificates is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being February 15 and August 15 of each year, commencing February 15, 1999. "MSRB"means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Net Revenues"means the Gross Revenues of the Golf Course less the e�enses of operation and maintenance of the Golf Course. "Maintenance and operation expenses" shall include the establishment of reserves,capital improvements and other items determined by the City to be required for the proper maintenance, operation and improvement of the Golf Course. "Owner"means the person who is the registered owner of a Certificate or Certificates,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. "Prior Lien Bonds" means any and all bonds or other obligations of the City presently - outstanding or that may be hereafter issued, payable from an secured by a first lien on and pledge of the Net Revenues or by a lien on and pledge of the Net Revenues subordinate to a first lien and pledge of such Net Revenues but superior to the lien and pledge of the Net Revenues made for the Certificates. "Project"means the purposes for which the Certificates are issued as set forth in Section 3.01. "Record Date" means the last day of the month next preceding an Interest Payment Date. "Register"means the Register specified in Section 3.06(a) of this Ordinance. "Representations Letter"means the Blanket Letter of Representations between the City and DTC. "Revenue Fund"means the Golf Course Fund established in Section 2.03 hereof. "Rule"means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. _� "SID"means any person designated by the State of Texas or an authorized department,officer or agency thereof, as and determined by the SEC or its staff to be a state information depository within the meaning of the Rule from time to time. 6.1�F:�FINAN�GRA325�16001\CERT•ORD 07/14N8:(9:58am) -3� "Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment of principal of,redemption premium,if any, or interest on the Certificates as the same come "'"�"' due and payable or money set aside for the payment of Certificates duly called for redemption prior to maturity. Section 1.02. Findin�s. The declarations, determinations, and findings declared, made, and found in the preamble to this Ordinance are hereby adopted, restated, and made a part of the operative provisions hereof. Section 1.03. Table of Contents,Titles, and Headin�s. The table of contents,titles, and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent,if any question of intent should arise. Section 1.04. 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. ARTICLE II SECURITY FOR THE CERTIFICATES; INTEREST AND SINKING FUND Section 2.01. PaXment of the Certificates. (a) The Certificates are and shall be equally and ratably secured by and payable from an irrevocable first lien on and pledge of the Net Revenues from the Golf Course. The Net Revenues to the extent required to pay debt service on the Certificates shall be deposited into the Interest and Sinking Fund and shall be applied solely to the payment of the debt service on the Certificates as provided herein;provided, however, that, to the extent that the amount of the Net Revenues exceeds the amount required to pay debt service on the Certificates, such surplus may be used for any lawful purpose and is not required to be deposited into the Interest and Sinking Fund. (b) Pursuant to the authority granted by the Texas Constitution and laws of the State of Texas,there shall also be levied and there is hereby levied for the current year and for each succeeding year thereafter while any of the Certificates or any interest thereon is outstanding and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the City, at a rate sufficient,within the limit prescribed by law, to pay the debt service requirements of the Certificates, � being (i) the interest on the Certificates, and (ii) a sinking fund for their redemption at maturity or a ,,. �, 6.1�F:�FINAN�G RA325�16001\CERT-ORD 07/14N8:(9:58am) '4' sinking fund of two percent per annum (whichever amount is the greater),when due and payable, full allowance being made for delinquencies and costs of collection. � ° (c) The amount of taxes to be provided annually for the payment of principal of and interest on the Certificates shall be determined and accomplished in the following manner: (i) the City's annual budget shall reflect (A)the amount of debt service to become due on the Certificates in the next succeeding Fiscal Year, (B) the amount on deposit in the Interest and Sinking Fund as of the date the budget is prepared (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year), and(C)the amount of Net Revenues estimated to be collected and available for the payment of such debt service requirements on the Certificates during the succeeding Fiscal Year; (ii) the amount required to be provided in the succeeding Fiscal Year of the City from ad valorem taxes shall be the amount,if any,that the debt service requirements to be paid on the Certificates in the next succeeding Fiscal Year exceeds the sum of (A) the amount shown to be on deposit in the Interest and Sinking Fund(after giving effect to the payments required to be made during the remainder of the then current Fiscal Year) at the time the annual budget is prepared, and (B) the Net Revenues estimated to be available for payment of debt service on the Certificates. (d) The ad valorem taYes so levied and collected shall be paid into the Interest and Sinking Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally sufficient to pay said debt service requirements, it having been determined that the existing and available taxing authority of the City for such purposes is adequate to permit a legally sufficient tax in consideration of all other outstanding obligations. (e) If the liens and provisions of this Ordinance shall be released in a manner permitted by Article XI hereof, then the collection of such ad valorem tu� 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 Certificates,there shall be subtracted the amount of any Certificates 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, Combination Tu�and Revenue Certificates of Obligation, Series 1998, Interest and Sinking Fund" (the "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 Certificates when and as due and payable in accordance with their terms and this Ordinance. � � 6.1�F:�FI NAN�GRA325�16001\CERT-OR D 07/1JP9S:(9:58am) -S Section 2.03. Revenue Fund. � All Gross Revenues shall be deposited from day to day as collected into the Revenue Fund. Moneys on deposit in the Revenue Fund shall first be used to pay all operation and maintenance "�° expenses. The revenues of the Golf Course not actually required to pay operation and maintenance expenses(the"Net Revenues")shall be transferred from the Revenue Fund to the Interest and Sinking Fund in the amounts set forth in Section 2.01. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.01. Authorization. The City's certificates of obligation to be designated "City of Grapevine, Texas, Combination T�and Revenue Certificates of Obligation, Series 1998" (the "Certificates"), are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas, specifically§§271.041-.063, Local Government Code, V.T.C.A., as amended, and Article IX, Section 26 of the City's Home-Rule Charter. The Certificates shall be issued in the aggregate principal amount of $5,875,000 for the purpose of paying contractual obligations to be incurred for the following purposes,to wit: (a)making additions and improvements to the Golf Course (the"Project") and (b) to pay for professional services of attorneys, financial advisors and other professionals in connection � with the Project and the issuance of the Certificates. � Section 3.02. Date, Denomination, Maturities, and Interest. (a) The Certificates shall be dated July 1, 1998. The Certificates shall be in fully registered form, without coupons, in the denomination of$5,000 or any integral multiple thereof and shall be numbered separately from one upward, except the Initial Certificate,which shall be numbered T-1. (b) The Certificates shall mature on February 15 in the years and in the principal amounts set forth in the following schedule: Serial Certificates Principal Interest Year Amount Rate 2000 170,000 % 2001 175,000 % 2002 185,000 % 2003 200,000 % 2004 210,000 % 2005 220,000 % +� 2006 230,000 % 2007 245,000 % ,.,:.�;: 6.1�F:�FI NAN�G R A325�I6001\CERT-O R D 07/14i98:(9:SSam) -6- 2008 260,000 °�a 2009 275,000 % 2010 290,000 % ��:,.„, 2011 305,000 % 2012 320,000 °10 2013 340,000 °�o 2014 355,000 °�o 2015 375,000 °10 2016 395,000 °10 2017 420,000 °1a 2018 440,000 °�o 2019 465,000 °10 Term Certificates % % % (c) Interest shall accrue and be paid on each Certificate respectively until its maturity or prior redemption from the later of the Certificate 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 maturiry t ° speci�ied in the schedule contained in subsection(b)above. Such interest shall be payable semiannually on February 15 and August 15 of each year,commencing on February 15, 1999,computed on the basis of a 360-day year of twelve 30-day months. Section 3.03. Medium Method, and Place of Pa�ent. (a) The principal of,redemption premium,if any, and interest on the Certificates shall be paid in lawful money of the United States of America. (b) Interest on the Certificates 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 the Interest Payment Date, and sent first class United States mail,postage prepaid,by the Paying Agent/Registrar to each Owner, at the address thereof as it appears in the Register, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the Owner; provided, however, that the Owner shall bear all risk and expense of such alternative banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Certificates,interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. �� (d) The principal of each Certificate shall be paid to the Owner thereof on the due date, whether at the maturity date or the date of prior redemption thereof,upon presentation and surrender of such Certificate at the Designated Payment/Transfer Office of the Paying Agent/Registrar. 6.1�F:�FINAN�GRA325�I6001\CERT-ORD 07/14198:(9:58am) —7 (e) If the date for the payment of the principal of or interest on the Certificates shall be a Saturday,Sunday,legal holiday, or day on which banking institutions in the city where the Designated '""'�' PaymentfTransfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that 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 for all purposes be deemed to have been made on the due date thereof as specified in Section 3.02 of this Ordinance. (� Unclaimed Payments shall be segregated in a special escrow account and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owners of the Certificates to which the Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, Unclaimed Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable payment or redemption date shall be applied to the ne�payment on the Certi�cates thereafter coming due;to the extent any such moneys remain three years after the retirement of all outstanding Certificates, such moneys shall be paid to the City to be used for any lawful purpose. Thereafter, neither the City, the Paying Agent/Registrar, nor any other person shall be liable or responsible to any Owners of such Certificates for any further payment of such unclaimed moneys or on account of any such Certificates, subject to Title 6 of the Texas Property Code. Section 3.04. Execution and Registration of Certificates. (a) The Certificates 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 Certificates shall have the same effect �? as if each of the Certi�icates had been signed manually and in person by each of said officers, and such facsimile seal on the Certificates shall have the same effect as if the official seal of the City had been manually impressed upon each of the Certificates. (b) In the event that any officer of the Ciry whose manual or facsimile signature appears on the Certificates ceases to be such officer before the authentication of such Certificates 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) Faccept as provided below,no Certificate 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 Certi�cate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an o�cer 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 Certificates. In lieu of the executed Certificate of Paying Agent/Registrar described above,the Initial Certificate delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent,which Certificate shall be evidence that the Certi�cate has been duly approved by the Attorney General of the State of Texas, that it is a valid and binding obligation of the City, and that it has been registered by the Comptroller of Public Accounts of the State of Texas. � (d) On the Closing Date, one initial Certificate representing the entire principal amount of all Certificates, payable in stated installments to the initial purchaser, or its designee, executed by �.�; 6.1�F:�F1 NAMG RA32.5�16001\CERT-O RD 07/14N8:(9:58am) -�' 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 Certi�icate,the Paying Agent/Registrar shall cancel the Initial &�' " Certificate and deliver a single registered, definitive Certificate for each maturity, in the aggregate principal amount thereof, to DTC on behalf of the purchaser. Section 3.05. Ownershin. (a) The City, the Paying Agent/Registrar, and any other person may treat the person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment as herein provided (except interest shall be paid to the person in whose name such Certificate is registered on the Record Date), and for all other purposes,whether or not such Certificate is overdue, and neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Certificate shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such Certificate to the e�rtent of the sums paid. , Section 3.06. Registration,Transfer, and Exchan�e. (a) So long as any Certificates remain outstanding, the City shall cause the Paying Agent/Registrar to keep at the Designated Payment/Transfer Office a register in which,subject to such reasonable regulations as it may prescribe,the Paying Agent/Registrar shall provide for the registration and transfer of Certificates in accordance with this Ordinance. (b) The ownership of a Certificate may be transferred only upon the presentation and surrender of the Certificate at the Designated Payment/Transfer Office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Certificate shall be effective until entered in the Register. (c) 'The Certificates shall be exchangeable upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in a denomination or denominations of any integral multiple of$5,000,and in an aggregate principal amount equal to the unpaid principal amount of the Certificates presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Certificates exchanged for other Certificates in accordance with this Section. (d) Each exchange Certificate 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 e�ent as the Certificate or Certificates in lieu of which such exchange Certificate 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 Certificates. The Paying Agent/Registrar, however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer, or exchange of a Certificate. 6.1�F:�F1 NAMG RA325�16001\CERT-OR D n 07/14N8:(9:58am) '7- Section 3.07. Cancellation. � All Certi�icates paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Certificates in lieu of which exchange Certi�icates or replacement Certificates are authenticated "'�" and delivered in accordance with this Ordinance,shall be cancelled and proper records made regarding such payment, redemption, exchange, or replacement. The Paying Agent/Registrar shall then return such cancelled Certi�icates to the Ciry or may in accordance with law destroy such cancelled Certi�icates and periodically furnish the City with certificates of destruction of such Certificates. Section 3.08. Tem�orarX Certificates. (a) Following the delivery and registration of the Initial Certificate and pending the preparation of definitive Certificates, the City may execute and, upon the City's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Certificates that are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any denomination, substantially of the tenor of the definitive Certificates 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 Certi�icates may determine, as evidenced by their signing of such temporary Certificates. (b) Until exchanged for Certificates in de�initive form,such Certificates in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The City,without unreasonable delay,shall prepare, execute and deliver to the Paying � Agent/Registrar;thereupon,upon the presentation and surrender of the Certificate or Certi�cates in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a Certificate or Certificates of the same maturity and series, in definitive form,in the authorized denomination, and in the same aggregate principal amount, as the Certificate or Certificates in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.09. Re�lacement Certificates. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Certificate, the Paying Agent/ Registrar shall authenticate and deliver in exchange therefor a replacement Certificate 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 Certificate to pay a sum sufficient to cover any t� 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 Certificate is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Certificate has been acquired by a bona�de purchaser,shall authenticate and deliver a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner first complies with the following requirements: � �..,-�-, 6.]�F:�FINAN�GRA3b"�1600110ERT•ORD -10- 07/14i98:(9:SSam) (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her awnership of and the circumstances of the loss, destruction, or theft of such Certificate; (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 e�enses and charges in connection therewith,including,but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar, and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Certificate, a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Certificate from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemniry 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 Certificate has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion,instead of issuing a replacement Certificate,may pay such Certificate when it becomes due and payable. (e) Each replacement Certificate delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and sha11 be entitled to the bene�its and security of this Ordinance to the same e}rtent as the Certificate ar Certi�icates in lieu of which such replacement Certificate is delivered. Section 3.10. Book-Entrv-Only System. (a) Notwithstanding any other provision hereof, upon initial issuance of the Certificates, the Certificates shall be registered in the name of Cede & Co., as nominee of DTC. The definitive Certificates shall be initially issued in the form of a single separate certi�icate for each of the maturities thereof. (b) With respect to Certificates 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 Certificates. 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 Certificates, (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 Certificates,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 Certificates. 6.1�F:�FINAMGRA32S�16001\CERT-ORD -11� 07/1S/98:(9:SSam) 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 Certificate is � registered in the Register as the absolute owner of such Certificate for the purpose of payment of principal of, premium, if any, and interest on Certificates, for the purpose of giving notices of '�'� redemption and other matters with respect to such Certificate, for the purpose of registering transfer with respect to such Certificate, and for all other purposes whatsoever. T'he Paying Agent/Registrar shall pay all principal of,premium,if any, and interest on the Certificates only to or upon the order of the respective Owners as shown in the Register, as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of, premium, if any, and interest on the Certificates 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 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 Certificates. Section 3.11. Successor Securities De�ositorX;Transfer Outside Book-Entr -v Onl�ystem. In the event that the City determines that it is in the best interest of the City and the beneficial owners of the Certificates that they be able to obtain certificated Certificates, or in the event DTC '!""' discontinues the services described herein, the City shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, '� notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository; or (ii) notify DTC and DTC Participants of the availability through DTC of certificated Certificates and cause the Paying Agent/Registrar to transfer one or more separate registered Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event,the Certificates 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 Certificates shall designate,in accordance with the provisions of this Ordinance. Section 3.12. Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as the Certificates 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 Certificates, and all notices with respect to such Certificates shall be made and given,respectively,in the manner provided in the Representations Letter of the City to DTC. � 6.1�F:�FINAN�GRA325\I6001\CERT-ORD -12- 07/14/98:(9:SSam) ARTICLE IV REDEMPTION OF CERTIFICATES BEFORE MATURITY Section 4.01. Redemption Before Maturitv. The Certificates shall be subject to redemption before their scheduled maturity only as provided in this Article IV. Section 4.02. Ovtional Redem�tion. (a) T'he Certificates maturing on or after February 15, 2009 are subject to redemption at the option of the Ciry on February 15, 2008 or on any date thereafter, in whole or in part, at a redemption price of par plus accrued interest to the date of redemption. (b) 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 Certificates to be redeemed. , Section 4.03. Mandatory Sinking Fund Redemption. (a) Term Certificates maturing on February 15, and February 15, 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 Certificates Maturing February 15. Redem�tion Date Princi�al Amount February 15, $ February 15, (maturity) Term Certificates Maturing February 15. Redem�tion Date Principal Amount February 15, $ February 15, (maturity) (b) The Paying Agent/Registrar shall call by lot the Term Certificates, or portion thereof, to be redeemed subject to the mandatory redemption provisions of this Section 4.03. (c) The principal amount of the Term Certificates 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 Certi�cates 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 6.I�F':�FINAMGRA325�16001\CERT-ORD _13_ 07/14H8:(9:58am) principal amount of such Term Certificates 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) If less than all of the Certificates are to be redeemed pursuant to Section 4.02, 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 Certificates, or portions thereof, within such maturity or maturities and in such principal amounts for redemption. (b) A portion of a single Certificate 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 Certificate is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of a Certificate as though it were a single certificate for purposes of selection for redemption. (c) Upon surrender of any CertiScate for redemption in part, the Paying Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Certificate or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered, such exchange being without charge, notwithstanding any.provision of Section 3.06 to the contrary. (d) The Paying Agent/Registrar shall promptly notify the City in writing of the principal '""� amount to be redeemed of any Certificate as to which only a portion thereof is to be redeemed. Section 4.05. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Certificates by sending notice by�rst class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Certi�icate (or part thereo�to be redeemed, at the address shown in the Register. (b) The notice shall state the redemption date,the redemption price,the place at which the Certificates are to be surrendered for payment, and, if less than all the Certificates outstanding are to be redeemed, an identification of the Certificates or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given,whether or not the Owner receives such notice. Section 4.06. Payment U�on Redem�tion. (a) Before or on each redemption date, the City shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Certificates to be redeemed on such date by setting aside and holding in trust an amount from the Interest and Sinking Fund or otherwise *� received by the Paying Agent/Registrar from the City and shall use such funds solely for the purpose ,.,,..a 6.1�F:�FINAN�GRA325\16001\CERT-ORD -14- 07/1�4i98:(9:SSam) of paying the principal of,redemption premium, if any, and accrued interest on the Certificates being redeemed. ° p (b) Upon presentation and surrender of any Certificate called for redemption at the Designated Payment/Transfer Office of the Paying Agent/Registrar on or after the date fu�ed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Certificate 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 4.06 of this Ordinance, the Certificates or portions thereof called for redemption shall become due and payable on the date fiYed for redemption and,unless the City defaults in the payment of the principal thereof, redemption premium,if any, or accrued interest thereon,such Certificates or portions thereof shall cease to bear interest from and after the date fu�ed for redemption,whether or not such Certificates 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 Certificate or portion thereof shall continue to bear interest at the rate stated on the Certificate until due provision is made for the payment of same. • ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Avvointment of Initial Pa�g Agent/Registrar. Bank One, Texas, N.A., Fort Worth, Texas, is hereby appointed as the initial Paying Agent/Registrar for the Certificates. 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 other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Certificates. Section 5.03. Maintaining Paying Agent/Registrar. (a) At all times while any of the Certificates are outstanding,the City will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the City and the Paying Agent/Registrar. The signature of the Mayor shall be attested by the City Secretary of the City. �'� (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will promptly appoint a replacement. 6.1�F:�FI NAMGRA325�t6001\CERT-ORD 07/14H8:(9:58am) -15- Section 5.04. Termination. � The City, upon not less than sixty (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 Chan�e 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 thereof in the Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. Section 5.06. A�reement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar and executing the Paying Agent/Registrar Agreement,the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.07. Delivery of Records to Successor. . If a Paying Agent/Registrar is replaced,such Paying Agent,promptly upon the appointment of the successor,will deliver the Register (or a copy thereo� and all other pertinent books and records "'"� relating to the Certificates to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE CERTIFICATES Section 6.01. Form Generallv. (a) The Certificates, including 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 Certi�icates, (i)shall be substantially in the form set forth in this Article,with such appropriate insertions, omissions,substitutions,and other variations as are permitted or required by this Ordinance, and(ii)may have such letters,numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Certificates, as evidenced by their execution thereof. (b) Any portion of the text of any Certificates may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Certificates. (c) The definitive Certificates, if any, shall be typewritten, photocopied, printed, � lithographed, or engraved, and may be produced by any combination of these methods or produced in 6.I�F:�FINAN�GRA32A16001\CERT-ORD -�L- 07/14i98:(9:58am) V any other similar manner, all as determined by the of�cers executing such Certificates, as evidenced by their execution thereof. ` ` (d) The Initial Certificate submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. Section 6.02. Form of the Certificates. The form of the Certificates, 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 Certificates, shall be substantially as follows: (a) Form of Certificate. REGISTERED REGISTERED No. $� United States of America State of Texas • County of Tarrant CIT'Y OF GRAPEVINE,TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 1998 INTEREST RATE MATURITY DATE CERTIFICATE DATE CUSIP NUMBER July 1, 1998 The City of Grapevine(the"City"),in the County of Tarrant,State of Texas,for value received, hereby promises to pay to or registered assigns, on the Maturity Date specified above, the sum of DOLLARS unless this Certificate 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 Certificate Date specified above or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day ; months,such interest to be paid semiannually on February 15 and August 15 of each year,commencing February 15, 1999. 6.1�F':�FINAN�GRA325U6001\CERT-ORD _1.1_ 07/14N8:(9:58am) The principal of this Certificate shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Certificate at '� the corporate trust office in Fort Worth,Texas (the "Designated Payment/Transfer Office"), of Bank One, Texas, N.A., or, with respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Certificate 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 expenses of such customary banking arrangement. At the option of an Owner of at least $1,000,000 principal amount of the Certificates, interest may be paid by wire transfer to the bank account of such Owner on file with the Paying Agent/Registrar. For the purpose of the payment of interest on this Certificate, the registered owner shall be the person in whose name this Certificate is registered at the close of business on the"Record Date,"which shall be the fifteenth calendar day of the month ne�rt preceding such interest payment date. If the date for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the ne�rt succeeding day that 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. � This Certificate is one of a series of fully registered certificates specified in the title hereof issued in the aggregate principal amount of$5,875,000(herein refened to as the"Certificates"),issued pursuant to a certain ordinance of the City (the "Ordinance") for the purpose of paying contractual obligations to be incurred for authorized public improvements, facilities and equipment (collectively, the "Project") and to pay the contractual obligations for professional services of attorneys, financial advisors and other professionals in connection with the Project and the issuance of the Certificates. The Certificates maturing on and after February 15, 2009 are subject to redemption at the option of the City on February 15,2008 or on any date thereafter at a price of par plus interest accrued to the date of redemption. If less than all of the Certificates 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 Certificates, or portions thereof,within such maturity or maturities and in such principal amounts, for redemption. Certificates maturing on February 15, and February 15, (the "Term Certificates") 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: � ,. .,� 6.]�F:�FINAN�GRA325�16001\CERT•ORD _1 Q_ 07/11/98:(9:SSam) O Term Certificates Maturing Februarv 15. Redem�tion Date Princinal Amount February 15, $ February 15, (maturity) Term Certificates Maturing Februatv 15. Redem�tion Date Princi�al Amount February 15, $ February 15, (maturity) 'The Paying Agent/Registrar will select by lot the specific Term Certificates (or with respect to Term Certificates having a denomination in excess of $5,000, each $5,000 portion thereo� to be redeemed by mandatory redemption. The principal amount of Term Certificates 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 Certificates 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 Cer.tificates 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 less than 30 days before the date fixed for redemption, to the registered owner of each of the Certificates to be redeemed in whole or in part. Notice having been so given, the Certificates or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; and,from and after such date, notwithstanding that any of the Certificates or portions thereof so called for redemption shall not have been surrendered for payment,interest on such Certificates or portions thereof shall cease to accrue. As provided in the Ordinance, and subject to certain limitations therein set forth, this Certificate is transferable upon surrender of this Certificate for transfer at the designated office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar; thereupon, one or more new fully registered Certificates 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. The City,the Paying Agent/Registrar,and any other person may treat the person in whose name this Certificate 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 Certi�icate is registered on the Record Date) and for all other purposes,whether or not this Certificate be overdue, and neither the City nor the Paying Agent/Registrar shall be affected by notice to the contrary. ,��e� . IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate and the series of which it is a part is duly authorized by law; that all acts, conditions, and things to be done 6.1�F:�FINAMGRA325U6001\CERT-ORD -19- 07/14N8:(9:SSam) precedent to and in the issuance of the Certificates have been properly done and performed and have happened in regular and due time, form, and manner as required by law; that ad valorem ta�ces upon '"'�""' all taxable property in the City have been levied for and pledged to the payment of the debt service requirements of the Certificates within the limit prescribed by law;that,in addition to said taxes,further provisions have been made for the payment of the debt service requirements of the Certificates by pledging to such purpose, a limited amount of the Surplus Revenues, as defined in the Ordinance, derived by the City from the operation of the combined waterworks and sewer system; that when so collected,such taxes and Surplus Revenues shall be appropriated to such purposes; and that the total indebtedness of the City, including the Certificates, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City has caused this Certificate 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, and the official seal of the City has been duly impressed or placed in facsimile on this Certificate. Mayor, City of Grapevine,Texas City Secretary, '""'� City of Grapevine, Texas [SEAL] (b) Form of Comptroller's Registration Certificate. The following Comptroller's Registration Certificate may be deleted from the definitive Certificates if such certificate on the Initial Certificate is fully executed. OFFICE OF THE COMPTROLLER§ OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Certificate 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 Certificate has this day been registered by me. Witness my hand and seal of office at Austin,Texas, � 6.1�F':�FTNA,�GRA325\I6001\CERT-ORD _20_ 07l14N8:(9:SSam) [SEAL] Comptroller of Public Accounts of the State of Texas (c) Form of Certificate of Paying Agent/Re�istrar. The following Certificate of Paying Agent/Registrar may be deleted from the Initial Certi�icate if the Comptroller's Registration Certificate appears thereon. CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Certificate of this series of Certificates 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 Certificates referred to in the within-mentioned Ordinance. Bank One, Texas, N.A. Fort Worth,Texas, as Paying Agent/Registrar , Dated: By� Authorized Signatory (d) Form of Assi�nment. ASSIGNMENT FOR VALUE RECEIVED,the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee) (Social Security or other identifying number: ) the within Certi�icate and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration hereof,with full power of substitution in the premises. Dated: NOTICE: The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular and must be guaranteed in a manner acceptable to the Paying Agent/Registrar. Signature Guaranteed By: �� Authorized Signatory 6.1�F:�FINAN�GRA31S�16001\CERT-ORD -21� 07/14N8:(9:58am) (e) The Initial Certificate 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 Certificate the headings "INTEREST "�� RATE" and "MATURITY DATE" shall both be completed with the expression "As shown below"; (ii) in the first paragraph of the Certificate, 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 set forth in the following schedule: Principal Interest Years Installments Rate " (Information to be inserted from schedule in Section 3.02 of this Order) (iii) the Initial Certificate 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, a division of the McGraw-Hill Companies, New York, New York, and may ""�' authorize the printing of such numbers on the face of the Certificates. It is e�ressly provided,however, that the presence or absence of CUSIP numbers on the Certificates shall be of no significance or effect � in regard to the legality thereof and neither the City nor the attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Certificates. Section 6.04. Legal Opinion. The approving legal opinion of Vinson&Elkins L.L.P., Bond Counsel, may be attached to or printed on the reverse side of each Certificate over the certification of the City Secretary of the City, which may be executed in facsimile. Section 6.05. Bond Insurance. Information pertaining to bond insurance, if any,may be printed on each Certificate. ARTICLE VII SALE AND DELIVERY OF CERTIFICATES; DEPOSIT OF PROCEEDS Section 7.01. Sale of Certificates: Official Statement. (a) The Certificates, having been duly advertised and offered for sale at competitive bid, � are hereby officially sold to (the "Purchaser") for a purchase price equal to the 6.1�F:�F'INAN�GRA325\16001\CERT-ORD -22- 07/14N8:(9:58am) principal amount thereof being the bid which produced the lowest true interest cost to the Ciry. The initial Certificate shall initially be registered in the name of the Purchaser or its designee. (b) The Preliminary Official Statement dated June_, 1998, prepared and distributed in connection with the sale of the Certificates is hereby approved, confirmed, and adopted as official document and statement of the City,and is hereby deemed final as of its date 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 in connection with the placement of the Certificates if hereby ratified and approved. (c) The use of the Official Statement, dated July 7, 1998, and any addenda thereto, in connection with the placement of the Certificates, is hereby approved and authorized. (d) The signing of the Official Statement by the Mayor and the City Secretary are hereby approved, authorized, and ratified. (e) All officers of the City are authorized to execute such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Certificates in accordance with the terms of sale therefor. (� The obligation of the purchaser identified in subsection (a) of this Section to accept delivery of the Certificates is subject to such purchaser being furnished with the final,approving opinion of Vinson&Elkins L.L.P., bond counsel for the City,which opinion shall be dated and delivered the Closing Date. Section 7.02. Control and Delivery of Bonds. (a) The Mayor of the City is hereby authorized to have control of the Initial Certificate 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 of Texas 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 Certificates 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. (a) First: All amounts received on the Closing Date as accrued interest on the Certificates from the Certificate Date to the Closing Date shall be deposited to the Interest and Sinking Fund. (b) Second: The remaining balance received on the Closing Date shall be deposited to a special account of the City,such moneys to be dedicated and used solely for the purposes for which the °'�� Certificates are being issued as herein provided. t�,'�$ikl� 6.1�F:�FINAN�GRA325�16001\CERT-ORD 07l14NS:(9:58am) -23- ARTICLE VIII � INVESTMENTS � Section 8.01. Investments. (a) Money in the Interest and Sinking Fund or the Surplus Revenue Fund created by this Ordinance, at the option of the City, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which such money is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.02. Investment Income. (a) Interest and income derived from investment of the Interest and Sinking Fund and the Surplus Revenue Fund shall be credited to their respective funds. (b) Interest and income derived from investment of the funds to be deposited pursuant to Section 7.03(b) hereof shall be credited to the account where deposited until the acquisition or construction of said projects is completed and 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 Certificates. On or before each Interest Payment Date while any of the Certificates 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, redemption premium, if any, and interest on the Certificates as will accrue or mature on the applicable Interest Payment 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 Certificate; the City will promptly pay or cause to be paid the principal of, redemption premium, if any, and interest on each Certificate on the dates and at the places and manner prescribed in such Certificate; 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 Certificates; � all action on its part for the creation and issuance of the Certificates has been duly and effectively taken; 6.1�F:�FINMI�GRA325�16001\CERT-ORD -24- 07/14N8:(9:58am) and the Certificates 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 Certificates shall be excludable from gross income for purposes of federal income taxation 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 Certificates 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 ("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income for federal income ta�c purposes of interest on the Certificates or if the City has received a Counsel's Opinion to the effect that compliance with some other requirement set forth in this Article IX will satisfy the applicable requirements of the Code,in which case compliance with such other requirement specified in such Counsel's Opinion shall constitute compliance with the corresponding requirement specified in this Article IX. Section 9.04. No Private Use or 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 e�ected to be in e�ustence on the date the Certificates are delivered,the proceeds of the Certificates will not be used in a manner that would cause the Certificates to be"private activity Certificates"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 Certificates, including interest or other investment income derived from Certificate proceeds, regulate the use of property financed, directly or indirectly,with such proceeds, and take such other and further action as may be required so that the bonds will not be"private activity bonds"within the meaning of section 141 of the Code and the Regulations. 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 Certificates 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. Certificates Are Not Hedge Certificates. 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 Certificates to be "hedge Certificates" within the �� meaning of section 149(g) of the Code and the Regulations. � 6.1�F:�FINAN�GRA325U6001\CERT-ORD -25- 07/]ary8:(9:SSam) 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 e�ected to be in e�stence on the date the Certificates are � delivered, the City will reasonably e�ect that the proceeds of the Certificates will not be used in a manner that would cause the Certificates 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 Certificates including interest or other investment income derived from Certificate proceeds, regulate investments of proceeds of the Certificates, and take such other and further action as may be required so that the Certificates 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 Certificates (within the meaning of section 148(�(6)(B)of the Code),be rebated to the federal government. Speci�ically,the City will(i)maintain records regarding the investment of the gross proceeds of the Certificates as may be required to calculate the amount earned on the investment of the gross proceeds of the Certificates separately from records of amounts on deposit in the funds and accounts of the City allocable to other bond issues of the City or moneys which do not represent gross proceeds of any Certificates 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 Certificates 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 Certificates 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 Certificates 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 Reportin�. The City covenants and agrees to file or cause to be filed with the Secretary of the Treasury,not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Certificates are issued, an information statement concerning the Certificates, all under and in accordance with section 149(e) of the Code and the Regulations. Section 9.04. Continuing Obligation. Notwithstanding any other provision of this Ordinance, the City's obligations under the covenants and provisions of this Article IX shall survive the defeasance and discharge of the Certificates. � 6.1\F:�FINM7�GRA325�16001\CERT-ORD _26_ 07/t1N8:(9:58am) ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of, redemption premium, if any, or interest on any of the Certificates 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 sixty (60) days after notice of such default is given by any Owner to the City. Section 10.02. Remedies for Default. (a) Upon the happening of any Event of Default, then any Owner or a� 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 Certificates 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,but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates 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 Certificates 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. ;� 6.1�F':�f INAMGRA325\16001\CERT-ORD _27_ 07/14H8:(9:SSam) ARTICLE XI � DISCHARGE �� Section 11.01. Dischar�e b�Payment. When all or any portion of the Certificates have been paid in full as to principal, redemption premium, if any, and interest, or when all or any portion of the Certificates 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 such Certificates then outstanding, including such 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 Certificates and the interest accrued thereon and any redemption 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 as it relates to such Certificates 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 bX De�osit. (a) The City may discharge its obligation to pay the principal of, redemption premium,if "�"" any, and interest on all or any portion of the Certificates and its obligation to pay other sums payable or to become payable under this Ordinance by the City,including the compensation due or to become «� due the Paying Agent/Registrar,in accordance with the following provisions: (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, redemption premium,if any,and accrued interest on such Certificates to maturity or to the date fixed for prior redemption of such Certificates, 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 Certificates 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 Certificate 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 Certificates to become subject to federal income taxation. (b) Subject to subsection (c) of this Section, upon compliance with subsection (a) of this Section,the Certificates for the payment of 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 instnzctions from the City requesting the same, shall discharge and release the lien of this Ordinance as to such Certificates and shall execute and deliver to the City such releases or other instruments as shall be requisite to release the lien hereof. 6.1�F:�FINAN�GRA325�t6001\CERT-ORD _28_ 07/14i98:(9:SSam) (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 Certificates would be entitled by way of principal,redemption 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,and that shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment and/or redemption of the Certificates; (iv) the sending of written notice by first class United States mail to the Owner of each appropriate Certificate then outstanding within 30 days following the date of such deposit that such moneys are so available for such payment; and . (v) the payment to the City,periodically or following final payment of the principal of, redemption premium, if any, and interest on the appropriate Certificates, of any moneys, interest earnings, profits or capital gains over and above the amounts necessary for such • k purposes. ARTICLE XII CONTINUING DISCLOSURE UNDERTAKING Section 12.01. Annual Reports. (a) The Ciry 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 1998, financial information and operating data with respect to the City of the general type included in the final Official Statement,being the information described in Exhibit A hereto. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting 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�inancial statements is not complete within such period,then 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. The City shall provide audited financial statements for the applicable fiscal year to each NRMSIR and to any SID when and if audited financial statements become available. ^� (b) If the City changes its�scal year,it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end)prior to the ne�rt date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. 6.1�F:�FIfVAN�GRA325\16001\CERT-ORD _�n_ 07/1di98:(9:58am) 7 (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 referenced 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 Certificates, 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 Certificates; � (vii) modifications to rights of Owners; � .,� (viii) redemption calls; (ix) defeasances; (x) release,substitution,or sale of property securing repayment of the Certificates; and (�) rating changes. (b) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,of any failure by the City to provide financial information or operating data in accordance with Section 12.01 of this Ordinance by the time required by such Section. Section 12.03. Limitations, 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 Certificates within the meaning of the Rule, except that the City in any event will give notice of any redemption calls and any defeasances that cause the City to be no longer an"obligated person." (b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners of the Certificates, and nothing in this Article, e�ress ar implied, shall give any benefit or any 6.1�F;�F[NAIV�GRA325\16001\CERT-ORD —30_ 07/11,98:(9:58atn) legal or equitable right, remedy, 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 e�ressly 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 Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE 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 constitute 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 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 Certificates in the primary offering of the Certificates 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 majoriry in aggregate principal amount (or any greater amount required by any other provisions of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (B) an entity or individual 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 Certificates. If the City so amends the provisions of this Article, it shall include with any amended financial information or operating data next provided in accordance with Section 12.01 an e�lanation, in narrative form,of the reasons for the amendment and of the impact of any change in type of�inancial information or operating data so provided. � 6.1�F:�F'INAN�GRA325�16001\CERT-ORD -31- 07/14N8:(9:58am) ARTICLE XIII � ADDITIONAL OBLIGATIONS � Section 13.01 Additional Obligations. The City reserves the right to issue additional obligations on a parity with the Certificates payable from the Net Revenues of the Golf Course. ARTICLE XIV DECLARATION OF EMERGENCY Section 14.01. Declaration of Emergency. The public importance of this Ordinance and the fact that it is to the best interest of the City to provide funds for the construction of the 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 as an emergency measure,and it is accordingly ordained that this Ordinance shall be in full force and effect from and after its passage in accordance with the Charter of the City. � �� 6.1�F:�FINAMGRA325�16001\CERT-ORD _32_ 07/14ry8:(9:58am) PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 21st day of July, 1998. APPROVED: - , �f--- _,, ;. , .._..._. -��'��- - William D. Tate Mayor ATTEST: o i C. Brown sistant City Secretary r APPROVED AS TO FORM: �`—... i e"�.. John F. Boyle, Jr. City Attorney ORD. NO. 98-83 33 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 Section 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 under Tables 1 through 6 and 8 through 13. Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in Paragraph 1 above. * .�,., �. 6.1�F:�FINAMGRA325�16001\CERT-ORD A-1 07/14N8:(9:SSam)