HomeMy WebLinkAboutORD 1996-082 Ordinance No. 96-82
AN ORDINANCE OF THE CITY OF GRA.PEVINE, TEXAS, AUTHORIZING
"�"` THE ISSUANCE AND SALE OF CITY OF GRAPEVINE, TEXAS,
COMBINATION TAX AND TAX INCREMENT REINVESTiv1ENT ZONE
REVENUE CERTIFICATES OF OBLIGATION, SERIES 1996, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $28,915,000; APPROVING THE
OFFICIAL STATEMENT;PLEDGING REINVESTVIE'vT ZONE NUMBER ONE
TAX INCREMENT FUND REVENUES, LEVYING A TAX, AND PROVIDING
FOR THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES;
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT;
DECLARING AN EMERGENCY AND PROVIDING Ai�1 EFFEC'I'IVE DATE
WHEREAS,the City Council (the"City Council")of the City of Grapevine,Te�s(the"Cit�'),
directed publication of notice of the intention of the City to issue certificates of obligation of the City
in a maximum principal amount of not to exceed$29,�50,000 for the purposes hereinafter set forth;
WHEREAS, such notice was published in the manner and to the extent required by law;
WHEREAS, there has not been filed with the City Secretary or any other officer of the City a
petition protesting the issuance of such certificates of obligation and requesting an election on same;
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WHEREAS, it is affirmatively found that this City Council is authorized to proceed with the
r,�;,, issuance and sale of such certificates of obligation as authorized by the Constitution and laws of the
State of Texas, particularly Tex.Loc.Gov.Code Ann., Ch. 271, Subch. C, as amended, ��rticle 717k-6,
V.A.T.C.S., as amended, and Tex. Tax Code Ann., Ch. 311, as amended, for the purposes hereinafter
described and it is further found and determined that the issuance of such certificates of obligation will
provide public works and facilities for the benefit, use and safety of the citizens and taxpayers of the
City; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting,including this Ordinance,
was given,all as required by the applicable provisions of Chapter�51,TEX. GOV'T CODE ANN., as
amended; Now Therefor,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE:
ARTICLE I
DEFINITIONS AIVD O'THER PRELIMINARY iviATTERS
Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly
requires otherwise,in this Ordinance the following terms shall have the meanings specified below:
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"Act" means Tes.Tax Code Ann., Ch. 311, as amended.
"Certi.ficate"means any of the Certificates.
`� "Certificates" means the Cit}�s certificates of obligation entitled "City of Grapevine, Te�s,
Combination Taac and Tax Increment Reinvestment Zone Revenue Certificates of Obligation,Series
1996" authorized to be issued by Section 3.01.
"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 relating thereto.
"Construction Fund" means the construction fund established by Section 8.01(a).
"Designated Payment�I'ransfer 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 (u)with respect to any successor Paying Agent/Registrar, the office of
such successor designated and located as may be agreed upon by the City and such successor.
"DTC"shall mean The Depository Trust Company of New York, New York, or any successor
securities depository.
�'°° "DTC Participant" shall mean brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities to
,�, facilitate the clearance and settlement of securities transactions among DTC Participants.
"Event of Default"means any Event of Default as defined in Section 10.01.
"Initial Certificate" means the Certificate described in Sections 3.04(d) and 6.02(d).
"Interest and Sinking Fund"means the interest and sinking fund established by Section 8.01(a).
"Interest Payment Date" means the date or dates upon which interest on the Certificates is
scheduled to be paid until the maturity of the Certificates,such dates being February 15 and August 15
of each year commencing February 15, 1997.
"Ordinance"means this Ordinance.
"Original Issue Date"means the initial date from which interest on the Certificates accrues and
which is designated in Section 3.02(a).
"Owner"means the person who is the re�stered owner of a Certificate or Certificates, as shown
in the Register.
� "Paying Agent/Registrar" means initially Bank One, Texas, N.A., or any successor thereto as
provided in this Ordinance.
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"Paying Agent/Registrar Agreement"means the Paying Agent/Registrar Agreement between
"""�" the City and the Paying Agent/Registrar relating to the Certificates.
"Pledged Revenues" means TaY Increments on deposit or deposited into the Tax Increment
'� Fund and any other funds or sources of revenue that may be hereafter designated as Pledged Revenues.
"Prior Lien Obligations"means (i) any future bonds or obligations issued by the City that by
the e�cpress terms thereof have a prior lien on and pledge of the Tax Increment Fund,and(u) any bonds
or other obligations heretofore or hereafter issued by the City,or other participant in the Reinvestment
Zone, and secured by a levy of ad valorem ta�es upon all taxable property within the City, or such
participant, respectively, for which the levy and collection of ad valorem taxes have been insufficient
for the payment thereof and which have a prior lien on the T� Increments of the City or such
participant.
"Purchaser"means the person,firm or entity initially purchasing the Certificates from the City
and which is designated in Section 7.01.
"Record Date"means the last business day of the month next preceding an Interest Payment
Date.
"Register"means the Register specified in Section 3.06(a).
"Reinvestment Zone"means Tax Increment Financing Reinvestment Zone Number One, Ciry
�•� of Grapevine,Texas,established by the City by an ordinance adopted February 20, 1996.
,,�, "Representation Letter" means the Blanket Letter of Representations between the City and
DTC.
"Special Payment Date"means the Special Payment Date prescribed by Section 3.03(b).
"Special Record Date"means the Special Record Date prescribed by Section 3.03(b).
"Tax Increment Fund"shall mean the fund established by the City pursuant to Section 311.014
of the Act and into which all Tax Increments are deposited by the taxing units participating in the
Reinvestment Zone.
"Tax Increments"shall mean the taxes on real properry located in the Reinvestment Zone that
the taxing units participating in the Reinvestment Zone,including the City,have agreed to deposit into
the Tax Increment Fund.
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of the principal,redemption premium,if any, or interest on Certificates as the same become
due and payable or money set aside for the payment of Certificates duly called for redemption prior
to maturity and remaining unclaimed by the Owners of such Certificates for 90 days after the applicable
payment or redemption date.
Section 1.02. Other Definitions. The terms"City Council" and"City"shall have the meaning
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assigned in the preamble to this Ordinanc�.
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Section 1.03. i d'n . The declarations, determinations and findings declared, made and
� found in the preamble to this Ordinance are hereby adopted,restated and made a part of the operative
provisions hereof.
� Section 1.04. Tabte of Contents.Tides and Heading�. The table of contents, titles and headings
of the Articles and Sections of this Ordinance have been inserted for convenience of referenc�only and
aze 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 constniing this Ordinance or any
provision hereof or in ascertaining intent, if any question of intent should arise.
Section 1.05. 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) Article and section references shall mean references to articles and sections of this
Ordinance unless designated otherwise.
(c) This Ordinance and all the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein to sustain the validity of this Ordinance.
ARTICLE II
+�* SECURITY FOR THE CERTIFICATES
�,, Section 2.01. Revenue Pledae. (a) All Pledged Revenues deposited into the Tax Increment
Fund pursuant to Section s11.013 of the Act shall be accounted for separately from other funds of the
City. During each fiscal year while any of the Certificates are outstanding,the City shall transfer to the
Interest and Sinking Fund from the Pledged Revenues deposited into the Tax Increment Fund up to
an amount equal to the amount of the the principal and interest payments coming due on the
Certificates during such fiscal year,such transfers to be made as and when such Pledged Revenues are
received and subject to the requirements of any Prior Lien Obligations.
(b) The City e�ressly reserves the right to issue or incur, under any applicable law, bonds,
notes oi Othei obligations secured by and payable from a lien on and pledge of the Tax Increment Fund
that is superior to,on a parity with or subordinate to the lien on and pledge of the Tax Increment Fund
securing the payment of the Certificates.
(c) Subject to the requirements of any Prior Lien Obligations and to subsection (d) of this
Section 2.01,the Pledged Revenues are hereby pledged to the payment of the Certificates and shall be
deposited into the Interest and Sinking Fund.
(d) Any Pledged Revenues remaining in the Tax Increment Fund each fiscal year after the
payments required by subsection(a) of this Section 2.01, and subject to the requirements of any Prior
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Lien Obligations,may be used for any purpose authorized by the Act.
Section 2.02. Tax Lew for Payment of the Certificates. (a) The City Council he:eby declares
and covenants that it will provide and levy a tax legally and fully sufficient for payment of the
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Certificates, it having been determined that the e:cisting and available taxing authority of the City for
"� such purpose is adequate to permit a legally sufficient taJC in consideration of all other outstanding
obligations of the City.
�p' (b) In order to provide for the payment of the debt service requirements on the Certificates,
being (i) the interest on the Certificates, and (u) a sinking fund for their payment at maturity or a
sinking fund of two percent per annum (whichever amount is the�eater),there is hereby levied for the
cunent year and each succeeding year thereafter, while the Certificates or interest thereon remain
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 such debt setvice
requirements,full allowance being made for delinquencies and costs of collection.
(c) The tax levied by this Section shall be assessed and collected each year and deposited
into the Interest and Sinking Fund for the payment of the debt service requirements on the Certificates,
and the taY shall not be diverted to any other purpose.
(d) Said ad valorem ta� the collections therefrom, and all amounts on deposit in or
required hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed
irrevocably to the payment of the principal of and interest on the Certificates when and as due and
payable in accordance with their terms and this Ordinance.
(e) Notwithstanding the requirements of this Section 2.02, if Pledged Revenues or other
legally available funds are budgeted and appropriated for deposit in the Interest and Sinking Fund in
advance of the time when ad valorem taxes are scheduled to be assessed and collected for any year,then
the amount of taxes which othervvise would be required to be assessed and collected pursuant to Section
,�, this 2.02 may be reduced to the extent and by the amount of the Pledged Revenues or other funds
budgeted and appropriated for in the Interest and Sinking Fund.
(� If the liens and provisions of this Ordinance shall be discharged in a manner permitted
by Article XI, then the collection of such ad valorem tax may be suspended or appropriately reduced,
as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or
appropriately reduced, as the facts may permit.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDINGTHE CERTIFICATES
Section 3.01. Authorization. The City's certificates of obligation to be designated "City of
Grapevine, Texas, Combination Tax and Tax Increment Reinvestment Zone Revenue Certificates of
Obligation, Series 1996," are hereby authorized to be issued and delivered in accordance with the
Constitution and laws of the State of Texas in the agb egate principal amount of�28,915,000 for the
public purpose of paying contractual obligations to be incurred for the construction af public works
within the Reinvestment Zone, to wit: construction and improvement of public streets and
�T'�' thorou ares, inciudin related si a e and si alization,landsca in ,irri ation, liQ tin�and utili
ghf g � � � P g � � � tY
relocation; additions,improvements and:,:ctensions to the City's waterworks and sewer system; storm
drainage improvements;the construction and equipment of public parking lots and facilities, including
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lighting, signage, landscaping and irrigation; acquisition of land and interests in land, including
�' easements and right-of-way, necessary or convenient for the foregoing; to reimburse the City for
expenditures made by the City prior to the issuance of the Certificates to pay a portion of the costs of
such projects; to provide funds for the payment of interest on the Certificates during the period of
�` construction of such works and for one year thereafter; and to pay all or a portion of the costs of
issuance of the Certificates.
Section 3.02. Date Denomination Maturities Numbers and Interest. (a) The Certificates
shall be dated October 1, 1996,shall be in fully registered form,without coupons,in the denomination
of$5,000 or any integral multiple thereof, and shall be numbered separately from one upward or such
other designation acceptable to the City and the Paying Agent/Registrar.
(b) The Certificates shall mature on February 15 in the years and in the principal
installments set forth in the following schedule:
Principal Interest
Years Installments Rates
1999 $ 920,000 6.80%
2000 975,000 7.00%
2001 1,035,000 7.00%
2002 1,100,000 7.00%
2003 1,170,000 7.00%
2004 1,240,000 7.00%
2005 1,�20,000 6.80%
�, 2006 1,400,000 5.00%
2007 1,485,000 5.125%
2008 1,530,000 5.25%
2009 1,675,000 �•25°10
2010 1,780,000 5.25%
2011 1,890,000 5.25%
2012 2,005,000 ' S.�%
2014 4,390,000 5.25%
2016 4,950,000 5.25%
(c) Interest shall accrue and be paid on each Certificate,respectively,until the payment of
the principal amount thereof shall have been paid or provided for,from the later of the Original Issue
Date or the most recent Interest Payment Date to which interest has been paid or provided for at the
rates per annum for each respective maturity specified in the schedule contained in subsection (b)
above. Such interest shall be payable semiannually commencing on February 15, 1997 and on each
February 15 and August 15 thereafter until maturity or prior redemption. Interest on the Certificates
shall be calculated on the basis of a 360-day year composed of twelve 30-day months.
Section 3.03. Medium.Method and Place of Pavment. (a) The principal of, premium,if any,
and interest on the Certificates shall be paid in lawful money of the United States of America as
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provided in this Section.
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(b) Interesi on the Certificates shall be payable to the Owners whose names appear in the
Register at the ciose of business on the Record Date; provided, however, that in the event of
nonpayment of interest on a scheduled Interest Payment Date,and for 30 days thereafter,a new record
� date for such interest payment (a "Speciat Record Date") will be established by the Paying
AgentlRegistrar if and when funds for the payment of such interest have been received from the City.
Notice of the Special Record Date and of the scheduled payment date of the past due interest (the
"Special Payment Date",which shall be at least 1� days after the Special Record Date) shall be sent at
least five business days prior to the Special Record Date by United States mail, first class postage
prepaid, to the address of each Owner of a Certificate appearing on the books of the Paying
AgentlRegistrar at the close of business on the last business day next preceding the date of mailing of
such notice.
(c) Interest on the Certificates shall be paid by check (dated as of the Interest Payment
Date) and sent by the Paying Agent/Registrar to the person entitled to such payment, United States
mail,first class postage prepaid, to the address of such person as it appears in the Register or by such
other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to
whom interest is to be paid;provided,however,that such person shall beaz all risk and e�enses of such
other customary banking arrangements.
(d) The principal of each Certificate shall be paid to the person in whose name such
Certificate is registered on the due date thereof (whether at the maturity date or the date of prior
redemption thereo� upon presentation and surrender of such Certificate at the Designated Payment/
Transfer Office.
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(e) If a date for the payment of the principal of or interest on the Certificates is a Saturday,
� Sunday, legal holiday, or a day on which banking institutions in the ciry in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day
on which such banking institutions are authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment was due.
(� Subject to any applicable escheat, unciaimed property, or similar law, including�tle
6 of the Texas Properry Code, Unclaimed Payments remaining unciaimed by the Owners entitled
thereto for three years after the applicable payment or redemption date shall be paid to the City and
thereafter neither the City, the Paying Agent/Registrar, nor any other person shall be liable or
responsible to any Owners of such Certificates for any fiirther payment of such unclaimed moneys or
on account of any such Certificates.
Section 3.04. EYecution and Initial Registration. (a) The Certificates shall be executed on
behalf of the City by the Mayor and City Secretary of the City,by their manual or facsimile signatures,
and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile
si�atures on the Certificates shall have the same effect as if each of the Certificates 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
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Certificates.
(b) In the event that any officer of the City whose manual or facsimile signature appears
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on the Czrtificates eeases to be such officer before the authentication of such Certificates or before the
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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) Excep[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
Certificate of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly
authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the
same authorized representative of the Paying Agent/Re�strar 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 on the Closing Date shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually
executed by the Comptroller of Public Accounts of the State of Texas or by his duly authorized agent,
which certificate shall be evidence that the Initial Certificate has been duly approved by the Attorney
General of the State of Texas and that it is a valid and binding obligation of the City, and has been
registered by the Comptroller.
(d) On the Closing Date, one Initial Certificate representing the entire principal amount
of the Certificates,payable in stated installments to the Purchaser or its designee, executed by manual
or facsimile signature of the Mayor and City Secretary of the City,approved by the Attorney General
of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of
Texas,will be delivered to the Purchaser or its designee. Upon payment for the Initial Certificate, the
Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of the
Purchaser registered de�initive Certificates as described in Section 3.10(a). To the extent the Paying
� Agent/Registrar is eligible to participate in DTC's FAST System, as evidenced by agreement between
the Paying Agent/Registraz and DTC,the Payin'Agent/Registrar shall hold the definitive Certificates
,�, i.n safekeeping for DTC.
Section 3.05. Ownershi�. (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 of the principal thereof and premium,if any, thereon,
for the further purpose of making and receiving payment of the interest thereon (subject to the
provisions herein that interest is to be paid to the person in whose name the 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 person deemed to be the Owner of any Certificate in
accordance with this Section shall be valid and effectual and shall discharge the liability of the City and
the Paying Agent/Rea,istrar upon such Certificate to the extent of the sums paid.
Section 3.06. Registration Transfer and ExchanQe. (a) So long as any Certificates remain
outstanding, the City shall cause the Paying Agent/Registrar to keep at the Desi;nated
Payment/Transfer Office a register (the "Register") in which, subject to such reasonable re�ulations
as it may prescribe, the Paying Agent/Registrar shall provide for the re,istration and transfer of
Certificates in accordance with this Ordinance.
'""'""" (b) Registration of any Certificate may be transferred in the Register only upon the
presentation and surrender thereof at the Designa±ed Payment/Transfer Office for transfer of
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registration and cancellation,together with proper vvritten instnunents of assignment,in form and with
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guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of the
�"` Certificates, or any portion thereof in any integral multiple of$5,000, to the assignee or assignees
thereof, and the right of such assignee or assignees thereof to have the Certificate or any portion
thereof regstered in the name of such assignee or assignees. No transfer of any Certificate shall be
�""" effective until entered in the Register. Upon assigunent and transfer of any Certifcate or portion
thereof,a new Certificate or Certificates will be issued by the Paying Agent/Registrar in conversion and
exchange for such transferred and assigned Certificate. To the extent possible the Paying
Agent/Registrar will issue such new Certificate or Certificates in not more than three business days after
receipt of the Certificate to be transferred in proper form and with proper instructions directing such
transfer.
(c) Any Certificate may be converted and exchanged only upon the presentation and
surrender thereof at the Designated Payment/Transfer Office,together with a written request therefor
duly executed by the registered owner or assignee or assignees thereof, or its or their duly authorized
attorneys or representatives,with guarantees of signatures satisfactory to the Paying Agent/Registrar,
for a Certificate or Certificates of the same maturity and interest rate and in any authorized
denomination and in an aggregate principal amount equal to the unpaid principal amount of the
Certificate presented for exchange. If a portion of any Certificate is redeemed prior to its scheduled
maturity as provided herein, a substitute Certificate or Certificates having the same maturity date,
bearing interest at the same rate, in the denomination or denominations of any integral multiple of
$5,000 at the request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for
cancellation. To the e�rtent possible, a new Certificate or Certificates shall be delivered by the Paying
� Agent/Registrar to the registered owner o: the Certificate or Certificates in not more than three
business days after receipt of the Certificate to be exchanged in proper form and with proper
�,,, instructions directing such exchange.
(d) Each Certificate issued in exchange for any Certificate or portion thereof assigned,
transferred or converted shall have the same principal maturity date and bear interest at the same rate
as the Certificate for which it is being exchanged. Each substitute Certificate shall bear a letter and/or
number to distinguish it from each other Certificate. The Paying Agent/Registrar shall convert and
e;tchange the Certificates as provided herein, and each substitute Certificate delivered in accordance
with this Section shall constitute an orignal contractual obligation of the City and shall be entitled to
the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu
of which such substitute Certificate is delivered.
(e) The City will pay the Paying Agent/Registrar's reasonable and customary charge for the
initial registration or any subsequent transfer, exchange or conversion of Certificates,but the Paying
Agent/Registraz will 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, exchange or
conversion of a Certificate. In addition,the City hereby covenants with the Owners of the Certificates
that it will (i) pay the reasonable and standard or customary fees and charaes of the Paying
Agent/Regstrar for its services with respect to the payment of the principal of and interest on the
Certificates,when due, and(u) pay the fees and charges of the Paying Agent/Registrar for services with
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respect to the transfer, registration, conversion and exchange of Certificates as provided herein.
{� Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or
� eschange any Certificate called for redemption,in whole or in part,where such redemption is scheduled
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to occur within 45 calendar days after the transfer or exchange date;provided,however,such limitation
�"""� shall not be applicable to an exchange by the Owner of the uncalled principal balance of a Certificate.
Section 3.07. C'a�ceilation and Authentication. (a) All Certificates paid or redeemed before
� scheduled maturity in accordance with this Ordinance, and all Certificates in lieu of which exchange
Certificates or replacement Certificates are authenticated and delivered in accordance with this
Ordinance,shall be canceled and destroyed upon the maldng of proper records regazding such payment,
redemption,exchange or replacement. The Paying Agent/Registrar shall periodically furnish the City
with certificates of destruction of such Certificates.
(b) Each substitute Certificate issued pursuant to the provisions of Sections 3.06 and 3.09
of this Ordinance,in conversion of and exchange for or replacement of any Certificate or Certificates
issued under this Ordinance, shall have printed thereon a Paying Agent/Registrar's Authentication
Certificate, in the form hereinafter set forth. An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Certificate, manually sign and date such
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate
is so executed. No additional ordinances,orders,or resolutions need be passed or adopted by the City
Council or any other body or person so as to accomplish the foregoing conversion and eYChange or
replacement of any Certificate or portion thereof, and the Paying Agent/Registraz shall provide for the
execution and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to
Article 717k-6, Tex.Rev.Civ.Stat.Ann., as amended, and particularly Section 6 thereof, the duty of
conversion and exchange or replacement of Certificates as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication
�" Certificate, the converted and exchanged or replaced Certi�icates shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Initial Certificate which was originally
�,,, delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the
Comptroller of Public Accounts.
(c) Certificates issued in conversion and eYChange or replacement of any other Certificate
or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the
principal of and interest on such Certificates to be payable only to the registered owners thereof, (ii)
may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may
be converted and exchanged for other Certificates, (v)shall have the characteristics, (vi)shall be signed
and sealed,and (vii) the principal of and interest on the Certificates shall be payable, all as provided,
and in the mannel required or indicated,in the Form of Certificates set forth in this Ordinance.
Section 3.08. Temnorarv Certificates. (a) Following the delivery and registration of the Initial
Certificate and pending the preparation of definitive Certificates, the proper officers of the City may
execute and,upon the City's request,the Paying Agent/Registrar shall authenticate and deliver, one or
more temporary Certificates that are printed, lithographed, rypewritten, 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 Certificates may determine, as
evidenced by their signing of such temporary Certificates.
""� (b) Until exchanged for Certificates in definitive form,such Certificates in temporary form
shall be entitled to the bene�t and security of this Ordinance.
�
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(c) The City,without unreasonable delay,shall prepare, execute and deliver to the Paying
� AgentlRegistrar the Certificates in definitive form; thereupon, upon the presentation and surrender
of the Certificate or Certificates in temporary form to the Paying Agent/Registrar, the Paying
� Agent/Registrar shall cancel the Certificates in temporary form and authenticate and deliver in
exchange therefor a Certi.ficate or Certificates of the same maturity and series,in definitive form,in the
authorized denomination,and in the same a�gregate principal amount,as the Certificate or Certificates
in temporary form surrendered. Such e�change shall be made without the making of any charge
therefor to any Owner.
Section 3.09. Replacement Certificates. (a) Upon the presentation and surrender to the
Paying Agent/Rea,,i�'strar, at the Designated Payment/Transfer Office, of a mutilated Certificate, the
Paying Agent/Registraz 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/Registraz may require the Owner of such Certificate to pay a sum sufficient to
cover any tax or other governmental charge that is authorized to be imposed in connection therewith
and any other expenses connected herewith.
(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 fide 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:
�"'" (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Certificate;
�
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save them harmless;
(iii) pays all e�enses and charges in connection therewith,including,but not limited
to, printing costs, legal fees, fees of the Paying Agent/Re�strar and any taY or other
governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the City and the Paying
AgenURegistrar.
(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 indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the City or the Paying
Agent/Registrar in connection therewith.
�
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken
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.
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(e) Each replacement Certificate delivered in accordance with this Section shall constitute
'�" an original contractual obligation of the City and shall be entitled to the benefits and security of this
Ordinance to the same extent as the Certificate or Certificates in lieu of which such replacement
� Certificate is delivered.
Section 3.10. Book-EntrX Onlv Svstem. (a) The definitive Certificates shall be initially issued
in the form of a separate single fully registered Certificate for each of the maturities thereof. Upon
initial issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co.,
as nominee of DTC,and except as provided in Section 3.11 hereof, all of the outstanding Certificates
shall be registered in the name of Cede & Co., as nominee of DTC.
(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
Certi�icates, except as provided in this Ordinance. Without limiting the immediately preceding
sentence,the City and the Paying AgentJRegistrar 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, (u) 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(ui) 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. 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 the Certificates,for the purpose of giving
� notices of redemption and other matters with respect to such Certificate,for the purpose of re,istering
transfer with respect to such Cenificate, and for all other purposes whatsoever. The 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 e.rtent 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. tipon delivery by DTC to the Paying
AgeIIt/RegiStlal'of written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede&Co.,and subject to the provisions in this Ordinance with respect to interest checks
or drafts being mailed to the re�stered Owner at the close of business on the Record Date,the word
"Cede & Co."in this Ordinance shall refer to such new nominee of DTC.
(c) The blanket Representation 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
for said obligations, is hereby rati�ied and approved for the Certificates.
Section 3.11. Successor Securities De�ositorv' Transfer Outside Book-Entrv Onlv Svstem. In
�
the event that the City or the Paying Ajent/Registrar determines that DTC is incapable of discharging
its responsibilities described herein and in the Representation Letter, and that it is in the best mterest
of 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 or the Paying Agent/Registrar shall (i)
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appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities
+�""" and EYChange Act of 1934,as amended,notify DTC and DTC Participants,as identified by DTC,of the
appointment of such successor securities depository and transfer one or more sepazate Certificates to
such successor securities depository or(ii)notify DTC and DTC Participants, as identified by DTC,of
`"�"' the availability through DTC of Certificates and transfer one or more separate Certificates to DTC
Participants having Certificates credited to their DTC accounts, as identified by DTC. 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 any 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 Representation Letter.
ARTICLE IV
REDEMPTION OF CERTIFICATES BEFORE MATURITY
Section 4.01. Limitation on Redem�tion. The Certificates shall be subject to redemption
before scheduled maturity only as provided in this Article IV.
�
Section 4.02. O�tional Redemption. (a) The City reserves the option to redeem Certificates
� maturing on and after February 15, 2007, in whole or any part, before their respective scheduled
maturity dates, on February 15, 2006 or on any date thereafter, such redemption date or dates to be
fixed by the City,at a price equal to the principal amount of the Certificates called for redemption plus
accrued interest to the date fixed for redemption.
(b) The City,at least 45 days before the redemption date, unless a shorter period shall be
satisfactory to the Paying Agent/Re�istrar,shall notify the Paying Agent/Registrar of such redemption
date and of the principal amount of Ceztificates to be redeemed.
Section 4.03. Mandatory Sinking Fund Redem tn ion_ (a) The Certificates stated to mature on
February 15,2014 and February 15,2016 (the"Term Certificates")are subject to scheduled mandatory
redemption and will be redeemed by the City,in part at a price equal to the principal amount thereof,
without premium, plus accrued interest to the redemption date, out of moneys available for such
purpose in the Interest and Sinking Fund, on the dates and in the respective principal amounts set forth
in the following schedule:
Redemption Principal
Date Amount
February 15, 2013 $2,130,000
�^ February 15, 2014 (Nlaturity) 2,260,000
�
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Redemption Principal
"'"�"' Date unt
February 15, 2015 $2,400,000
'�"�"' February 15, 2016 (Maturity) 2,550,000
(b) At least thirty(30)days prior to each scheduled mandatory redemption date,the Paying
Agent/Registrar shall select for redemption by lot, or by any other customary method that results in a
random selection,a principal amount of Term Certificates equal to the aggregate principal amount of
such Term Certificates to be redeemed, shall call such Term Certificates for redemption on such
scheduled mandatory redemption date,and shall give notice of such redemption,as provided in Section
4.05.
(c) In lieu of calling the Term Certificates described in subsection(a), above,for mandatory
redemption,the City reserves the right to purchase such Term Certificates at a price not exceeding the
principal amount thereof,plus accrued interest,with(i)moneys on deposit in the Interest and Sinking
Fund which are available for the mandatory redemption of such Term Certificates or(ii) other lawfully
available funds.
(d) Upon any such purchase in lieu of redemption, the City shall deliver such Term
Certificates to the Paying AgentlRegistrar prior to the selection of the Term Certificates for redemption
and the principal amount so delivered shall be credited against the amount required to be called for
redemption in that year.
�
(e) To the extent that the Term Certificates have been previously redeemed other than from
;�; such scheduled mandatory redemption payments,the amount of each scheduled mandatory redemption
payment set forth above shall be reduced, as nearly as practicable, on a pro rata basis.
Section 4.04. Partial Redem tp ion. (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
the Certificate as though it were a single Certificate for purposes of selection for redemption.
(c) Upon surrender of any Certificate 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 ago egate principal amount equal to the unredeemed portion of the
Certificate so sunendered, such exchange being without charge.
(d) The Paying Agent/Re�strar 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 Redem�tion to Owners. (a) The Paying Agent/Re�strar shall ;ive
�
notice of any redemption of Certificates by sending notice by first class United States mail, postage
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prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Certificate
�* (or part thereo� to be redeemed,at the address shown on the Register at the close of business on the
business day next preceding the date of mailing such notice.
�w+► (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. PaXment Upon Redemption. (a) Before or on each redemption date, the City
shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the
redemption date and the Paying Agent/Registrar shall make provision for the payment of the
Certificates to be redeemed on such date by setting aside and holding in trust such amounts as are
received by the Paying Agent/Registrar from the City and shall use such funds solely for the purpose
of paying the principal of,redemption premium,if any, and accrued interest on the Certificates being
redeemed.
(b) Upon presentation and surrender of any Certificate called for redemption at the
Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of, redemption premium,if any, and accrued interest on such
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 4.05 of this Ordinance, the Certificates or portions thereof called for redemption shall
�" become due and payable on the date fi�ced for redemption and,unless the City defaults in its obligation
to make provision for the payment of the principal thereof, redemption premium,if any, or accrued
interest thereon, such Certificates or portions thereof shall cease to beaz interest from and after the
date fi�ced 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 called for redemption shall continue to bear interest at the
rate stated on the Certificate until due provision is made for the payment of same by the City.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Ap..�ointment of Initial Pavin�Ag,ent/Re�istrar. (a) The City hereby appoints
Bank One,Tesas,N.A.as its re�strar and transfer agent to keep such books or records and make such
transfers and registrations under such reasonable regulations as the City and the Paying Agent/
Re,istrar may prescribe;and the Paying Agent/Registrar shall make such transfer and re,istrations as
,� herein provided. It shall be the duty of the Paying Agent/Regstrar to obtain from the Owners and
record in the Register the address of such Owner of each Certificate to which payments with respect
to the Certificates shall be mailed, as provided herein. The City or its desi�ee shall have the right to
�
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inspect the Re�ster during regular business hours of the Paying Agent/Registrar, but otherwise the
� Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required
by law,shall not permit their inspection by any other entity.
'�"' (b) The City hereby further appoints the Paying Agent/R�egistrar to act as the paying agent
for paying the principal of and interest on the Certificates. The Paying Agent/Registrar shall keep
proper records of all payments made by the City and the Paying Agent/Regi.strar with respect to the
Certificates,and of all conversions,exchanges and replacements of such Certificates,as provided in the
Ordinance.
(c) The execution and delivery of the Paying Agent/Registrar Agreement,substantially in
the form presented at this meeting,specifying the duties and responsibilities of the City and the Paying
Agent/Re�strar, is hereby approved with such changes as may be approved by the Mayor of the City,
and the Mayor and City Secretary of the City are hereby authorized to execute such agreement.
Section 5.02. Oualifications. Each Paying Agent/Registrar shall be(i) a commercial bank,trust
compar_y, or other entity duly qualified and legally authorized under applicable law, (ii) authorized
under such laws to exercise trust powers, (iu)subject to supervision or examination by a federal or state
governmental authority, and (iv) a single entity.
Section 5.03. Maintaining Pa i�ng Agent/Registrar. (a) At all times while any Certificates are
outstanding,the City will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this
Ordinance.
�
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will
�, promptly appoint a replacement.
Section 5.04. Termination. The City reserves the right to terminate the appointment of any
Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated a certified
copy of a resolution of the City(i)giving notice of the temunation of the appointment and of the Paying
Agent/Registrar Agreement, stating the effective date of such termination, and (u) appointing a
successor Paying Agent/Registrar-, provided, that, no such termination shall be effective until a
successor Paying AgentlRegistrar has accepted the duties of Paying Agent/Registrar for the Certificates.
Section 5.05. Notice of Chan�;e to Owners. Promptly upon each change in the entity serving
as Paying AgentJRegistrar,the City will cause notice of the change to be sent to each Owner by United
States mail, first class postage prepaid, at the address in the Register,stating the effective date of the
change and the name of the replacement Paying Agent/Registrar and the mailing address of its
Designated Payment%Transfer Office.
Section 5.06. AQreement to Perform Duties and Functions. By accepting the appointment as
Paying Agent/Registrar,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/Re,istrar prescribed
hereby.
Section 5.07. peliver�of Records to Successor. If a Paying Agent/Registrar is replaced, such
Paying Agent/Registrar,promptly upon the appointment of the successor,will deliver the Re�ster(or
�
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a copy thereo fl 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 Generally. (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 appeaz on each of the Certificates, (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 identi�ication (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, consistendy 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 Certificates,including the Initial Certificate submitted to the Attomey General of
Texas and any temporary Certificates,shall be typed, printed, lithographed,photocopied or engraved,
� and may be produced by any combination of these methods or produced in any other similar manner,
all as determined by the officers executing such Certificates, as evidenced by their execution thereof.
""�"' Section 6.02. Form of Certificates. The form of Certificates, includin' 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:
�
�
6.1�F:IFINAMGRA325�I6000\ORD AU11-1.003 _1.�_
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(a) [Form of Certificate]
� �
REGISTERED REGISTERED
�"" No. $
United States of America
State of Te�s
CITY OF GRA.PEVINE,TEXAS
COMBINATION TAX AND TAX INCREMENT REINVESTMENT
ZONE REVENUE CERTTFICATE OF OBLIGATION
SERIES 1996
INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP NUMBER:
October 1, 1996
The City of Grapevine (the "Cit�') in the Counties of Tarrant, Denton and Dallas, 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 provision for such payment shall have been made, and to pay interest
on the unpaid principal amount hereof from the later of the Orignal Issue Date specified above or the
most recent interest payment date to which interest has been paid or provided for until such principal
amount shall have been paid or provided for, at the per annum rate of interest specified above,
computed on the basis of a 360-day year of twelve 30-day months,such interest to be paid semiannually
on February 15 and August 15 of each yeaz, commencing February 15, 1997.
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,mailed by the Paying Agent/Re�strar to the re�stered owner at the address
shown on the registration books kept by the Paying Agent/Registraz or by such other customary banking
arrangements acceptable to the Paying Agent/Registrar, requested by, and at the risk and e,�pense of,
the person to whom interest is to be paid. 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 last business day of the month ne}ct
°"�'"° preceding such interest payment date; provided, however, that in the event of nonpayment of interest
on a scheduled interest payment date, and for�0 days thereafter, a new record date for such interest
payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when
�
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funds for the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the "Special Payment Date,"which
� shall be 15 days after th� Special Record Date) shall be sent at least five business days prior to the
Special Record Date by United States mail, first class postage prepaid, to the address of each Owner
� of a Certificate appearing on the books of the Paying Agent/Registrar at the close of business on the
last business day preceding the date of mailing such notice.
Reference is hereby made to the fiirther provisions of this Certificate set forth on the reverse
side hereof, and such further provisions shall for all purposes have the same effect as if set forth on the
face hereof.
* If a date for the payment of the principal of or interest on the Certificates is a Saturday,Sunday,
legal holiday, or a day on which banking institutions in the city in which the Designated
PaymentlTransfer Office is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day
on which such banking institutions are authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment was due.
* This Certificate is one of a series of fully registered certificates of obligation specified in the title
h�reof issued in the aggregate principal amount of$28,915,000(herein referred to as the"Certificates")
pursuant to a certain ordinance of the Ciry Council of the City(the"Ordinance")for the public purpose
of paying contractual obligations to be incurred for the construction of public works within
Reinvestment Zone Number One within the City, to pay a portion of the interest coming due on the
Certificates,and to pay the costs of issuance related to the Certificates.
* The Certificates and the interest thereon are payable from the levy of a direct and continuing
�,,, ad valorem tax,within the limit prescribed by law, against all taxable property in the City and from a
pledge of the tax increments collected in Tax Increment Financing Reinvestment Zone Number One
(the "Reinvestment Zone") located in the City, such pledge being subordinate to any prior lien
obligations which the City has expressly reserved the right to issue, and subordinate to any bonds or
other obligations heretofore or hereafter issued by the taxing entities in the Reinvestment Zone and
secured by a levy of ad valorem taxes upon all taxable property within such entity for which the levy and
collection of ad valorem taxes has been insufficient for the payment thereof and which have a prior lien
on the tax increments of such taxing entity, all as described and provided in the Ordinance.
" The City has reserved the option to redeem the Certificates maturing on or after February 15,
2007,in whole or any part in principal amount equal to$5,000 or any integral multiple thereof, before
their respective scheduled maturity dates, on February 15, 2006, or on any date thereafter, at a price
equal to the principal amount of the Certificates so called for redemption plus accrued interest to the
date fixed for redemption. If less than all of the Certificates are to be redeemed, the City shall
determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the
Paying Agent/Registrar to call by lot the Certificates, or portions thereof,within such maturity and in
such principal amounts, for redemption.
The Certificates stated to mature on February 15, 2014 and February 15, 2016 (the "Term
Certificates") are subject to scheduled mandatory redemption by the Paying Agent/Re,istrar by lot, or
� by any other customary method that results in a random selection, at a price equal to the principal
amount thereof, without premium, plus accrued interest to the redemption date, on the dates and in
�
the respective principal amounts as follows:
6.I�F:\FINAMGRA325�16W0�ORD.*UT7{.OU3 _19_
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Redemption Principal
Date Amount
�
February 15, 2013 �2,130,000
February 1�, 2014 (Maturity) 2,260,000
�
Redemption Principal
Date Amount
February 15, 2015 $2,400,000
February 1�, 2016 (Maturity) 2,�50,000
* In lieu of such mandatory redemptions the City has reserved the right to purchase the Term
Certificates at a price not exceeding the principal amount thereof, plus accrued interest, out of (i)
moneys available for such purpose in the Interest and Sinking Fund or (ii) other lawfully available
funds. The principal amount of Te:m Certificates so purchased shall reduce the principal amount of
Term Certificates required for mandatory redemption in such year.
* 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; 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
Payment/Transfer Office,with such indorsement or other evidence of transfer as is acceptable to the
Paying Agent/Registrar, and, 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
ag�egate principal amount will be issued to the designated transferee or transferees.
* Neither the City nor the Paying Agent/Re,istrar shall be required to issue, transfer or exchange
any Certificate called for redemption where such redemption is scheduled to occur within 45 calendar
days of the transfer or exchange date;provided,however,such limitation shall not be applicable to an
exchange by the registered owner of the uncalled principal balance of a Certificate.
* 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(eYCept interest shall be paid to the person in whose name this Certificate is registered on the
Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this
Certificate be overdue, and neither the City nor the Paying Ajent/Registrar shall be affected by notice
to the contrary.
* IT IS HEREBY CERTIFIED AIVD 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 required to be
done precedent to and in the issuance of the Certificates have been properly done and performed and
�
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have happened in regular and due time, form and manner, as required by law; and that the total
indebtedness of the City, including the Certificates, does not exceed any constitutional or statutory
�' limitation.
IN WITNESS WHEREOF,this Certificate has been duly executed on behalf of the City,under
�""`" its official seal,in accordance with law.
City Secretary, City of Grapevine,Texas Mayor, City of Grapevine,Texas
(SEAL]
(b) [Form of Certificate of Paying Agent/Registrar]
CERTIFICATE OF PAYING AGENT/REGISTRAR
This is one of the Certificates referred to in the within mentioned Ordinance. The series of
Certificates of which this Certificate is a part was originally issued as one Initial Certificate which was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
� BANK ONE,'TEXAS, N.A.,
as Paying Agent/Registrar
�
Dated: BY�
Authorized Signatory
(c) (Form of Assignment]
ASSIGi�IMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or
rypewrite name, address and zip code of transferee):
(Social Security or other identifying number: ) the within Certificate
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:
�
�
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Signature Guazanteed By:
�
Authorized Signatory
�rr
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 satisfactory to the
Paying Agent/Registrar.
* Note to printer: Paragraphs preceded by an asterisk (*) are to be printed on the reverse side
of the certificates.
(d) Initial Certificate Insertions.
(i) The Initial Certificate shall be in the form set forth in paragraph (a) of this
Section, except that:
A. immediately under the name of the Certificate, the headings
,.�* "INTEREST RA'I'E"and"MATLJRITY DATE"shall both be completed with
the words"As Shown Below" and"CUSIP NO. " deleted;
�
B. in the first paragraph:
the words"on the Maturity Date specified above"shall be deleted and
the following will be inserted: "on February 15 in the years, in the principal
installments and bearing interest at the per annum rates set forth in the
following schedule:
Principal Interest
Years Installments Rates
(Information to be inserted from Section 3.02(b)hereo�;
C. the Initial Certificate shall be numbered T 1; and
D. The third paragraph of the Certificate form shall be deleted from the
Initial Certificate.
'"""'"" (ii) The following Registration Certificate of Comptroller of Public Accounts shall
appear on the Initial Certificate:
�
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REGISTRATION CERTIFIC�ITE OF
COMPTROLLER OF PUBLIC ACCOL'NTS
�
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
� §
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the
effect that the Attorney General of the State of Texas has approved this Certificate, and that this
Certificate has been registered this day by me.
WI'INESS MY SIGNATURE AND SEAI.OF OFFICE this
(gFAT,� Comptroller of Public Accounts
of the State of Texas
(e) Statement Relatin� to Validation JudQment. The statement set forth below shall be
printed on each Certificate.
�
This obligation was validated and con�irmed by a judgment entered
September 3, 1996, in F_x Parte Citv of Grapevine, Cause no. 236-
� 165229-96, 236th District Court, Tarrant County, Texas, which
perpetually enjoins the institution of any suit, action, or proceeding
involving the validity of this obligation, or the provision made for the
payment of the principal thereof and interest thereon.
Section 6.03. CUSIP Registration. The Ciry may secure identification numbers through the
CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may
authorize the printing of such numbers on the face of the Certificates. It is e�cpressly provided,however,
that the presence or absence of CLJSIP numbers on the Certificates shall be of no significance or effect
as regards 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 O�inion. The approving legal opinion of Vinson & Elkins L.L.P., Bond
Counsel,may be printed on the back of each Certificate over the certification of the City Secretary of
the City,which may be executed in facsimile.
Section 6.05. Munici�al Bond Insurance. If municipal bond guaranty insurance is obtained with
respect to the Certificates, the Certificates,including the Initial Certificate,may bear an appropriate
legend, as provided by the insurer.
�
�
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ARTICLE VII
�+ SALE OF THE CERTIFICATES;
CONTROL AND DELIVERY OF THE CERTIF'ICATES
wr�r Section 7.01. Sale of Certificates:Official Statement. (a) The Certificates are hereby officially
sold and awarded and shall be delivered to Dain Bosworth,Inc. (the "Purchaser") at a price equal to
the principal amount thereof plus accrued interest and plus a premium of$327.60. It is hereby found
and determined that the bid of said purchaser is the best and lowest bid submitted for the Certificates.
The Certificates shall initially be registered in the name of the Purchaser or its designee.
(b) The form and substance of the Preliminary Official Statement for the Certificates and
any addenda, supplement or amendment thereto (the "Official Statement") presented to and
considered at this meeting,is hereby in all respects approved and adopted, and the Official Statement
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 City agrees to deliver
appropriate numbers of executed copies thereof to the Purchaser. The Official Statement as thus
approved,executed and delivered,with such appropriate variations as shall be approved by the Mayor
and the Purchaser, may be used by the Purchaser in the public offering and sale thereof. The City
Secretary is hereby authorized and directed to include and maintain a copy of the �fficial Statement
and any addenda,supplement or amendment thereto thus approved among the permanent records of
this meeting. The use and distribution of the Preliminary Official Statement for the Certificates and
the preliminary public offering of the Certificates by the Purchasers is hereby ratified, approved and
confirmed.
(c) All officers of the City are authorized to take such actions and to execute such
documents,certificates and receipts, and to make such elections with respect to the tax-exempt status
�` of the Certificates, as they may deem necessary and appropriate in order to consummate the delivery
of the Certificates.
(d) The obligation of the Purchaser to accept delivery of the Certificates is subject to the
Purchaser being furnished with the final, approving opinion of Vinson & Elkins L.L.P., Bond Counsel
for the Cifiy,which opinion shall be dated as of and delivered on the Closing Date. The Mayor is hereby
authorized and directed to execute the engagement letter with Vinson & Elkins L.L.P., setting forth
such firm's duties as Bond Counsel for the Ciry, and such engagement letter and the terms thereof in
the form presented at this meeting are hereby approved and accepted.
Section 7.02. C'ontrol and Delivery of Certificates. (a) The Mayor 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 Te:�as, re�stration by
the Comptroller of Public Accounts of the State of Te:cas, and registration with, and initial eschange
or transfer by, the Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Certificates
shall t�e made to the Purchaser under and subject to the;eneral supervision and direction of the Mayor,
against receipt by the City of all amounts due to the City under the terms of sale.
�
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ARTICLE VIII
CREATION OF FUNDS�'�1D ACCOUNTS;
DEPOSIT OF PROCEEDS; INVESTI�IENTS
"'�"' Section 8.01. Creation of Funds. (a) The City hereby establishes the following special funds
or accounts:
(i) The City of Grapevine, Texas, Combination Tax and Tax Increment
Reinvestment Zone Revenue Certificates of Obligation,Series 1996,Interest and Sinking Fund;
and
(ii) The City of Grapevine, Texas, Combination Tax and Tax Increment
Reinvestment Zone Revenue Certificates of Obligation,Series 1996, Construction Fund.
(b) Each of said funds or accounts shall be maintained at an official depository of the City.
Section 8.02. Interest and Sinking Fund. (a) The revenues pledged under Section 2.01 and the
taxes levied under Section 2.02 shall be deposited to the credit of the Interest and Sinlang Fund at such
times and in such amounts as necessary for the timely payment of the principal of and interest on the
Certificates.
(b) If the amount of money in the Interest and Sinking Fund is at least equal to the
ag�regate principal amount of the outstanding Certificates plus the ago egate amount of interest due
�� and that will become due and payable on such Certificates, no further deposits to that Fund need be
made.
�
(c) Money on deposit in the Interest and Sinking Fund shall be used to pay the principal
of and interest on the Certificates as such become due and payable.
Section 8.03. C'onstruction Fund. (a) Money on deposit in the Construction Fund, including
investment earnings thereof,shall be used for the purposes specified in Section 3.01 of this Ordinance.
(b) All amounts remainin� in the Construction Fund after the accomplishment of the
purposes for which the Certificates are hereby issued,including investment earnings of the Construction
Fund,shall be deposited into the Interest and Sinking Fund,unless applicable law permits or authorizes
all or any part of such funds to be used for other purposes.
Section 8.04. Securitv of Funds. All moneys on deposit in the funds referred to in this
Ordinance shall be secured in the manner and to the fullest e�ctent required by the laws of the State of
Texas for the security of public funds, and moneys on deposit in such funds shall be used only for the
purposes permitted by this Ordinance.
Section 8.05. Deoosit of Proceeds. (a) All amounts received on the Closing Date as accrued
interest on the Certificates from the Original Issue Date to the Closing Date,and premium,if any,shall
be deposited to the Interest and Sinking Fund.
(b) Proceeds in the amount of�1,433,934.�3 shall be deposited into the Interest and Sinking
Fund and used to pay interest coming due on the Certificates.
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(c) The remauung balance received on the Closing Date shall be deposited to the
Construction Fund, such moneys to be dedicated and used for the purposes specified in Section 3.01.
�
Section 8.06. Investments. (a) Money in the Interest and Sinking Fund and the Construction
Fund, at the option of the City, may be invested in such securities or obligations as permitted under
`°�" applicable law.
(b) Any securities or obligations in which money is so invested shall be kept and held in trust
for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the
making of all payments required to be made from the fund from which the investment was made.
Section 8.07. Investment Income. Interest and income derived from investment of any fund
created by this Ordinance shall be credited to such fund.
ARTICLE IY
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Certificates. While any of the Certificates are outstanding and
unpaid, there shall be made available to the Paying Agent/Registraz, out of the Interest and Sinking
Fund,money sufficient to pay the interest on and the principal of the Certificates, as applicable, as will
accrue or mature on each applicable Interest Payment Date.
Section 9.02. Other Re�resentations 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, interest on, and
� premium,if any,with respect tq 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;
and the Certificates in the hands of the Owners thereof are and will be valid and enforceable obligations
of the Ciry in accordance with their terms.
Section 9.03. Provisions Concernin$Federal Income Tax Esclusion. The City intends that the
interest on the Certificates shall be excludable from �oss income for purposes of federal income
taxation pursuant to sections 103 and 141 through 150 of the Intemal Revenue Code of 1986, as
amended (the "Code"), and applicable 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 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 IY 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 �oss income for federal income tax
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
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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. Use of Proceeds. The City covenants and agrees that its use of the Net Proceeds
""""" of the Certificates(as hereinafter defined)will at all times satisfy the following requirements:
(a) The City will limit the amount of original or investment proceeds of the Certificates to
be used (other than use as a member of the general public)in the trade or business of any person other
than a governmental unit to an amount a�egating no more than ten percent of the Net Proceeds of
the Certificates("private-use proceeds"). For purposes of this Section,the term"person"includes any
individual,corporation,partnership,unincorporated association,or any other entity capable of carrying
on a trade or business;and the term"trade or business"means,with respect to any natural person, any
activity regularly camed on for profit and, with respect to persons other than natural persons, any
activity other than an activity carried on by a governmental unit. Any use of proceeds of the Certificates
in any manner contrary to the guidelines set forth in Revenue Procedure 93-19,including any revisions
or amendments thereto,shall constitute the use of such proceeds in the trade or business of one who
is not a governmental unit;
(b) The City wiil not permit more than five percent of the Net Proceeds of the Certificates
to be used in the trade or business of any person other than a governmental unit if such use is unrelated
to the governmental purpose of the Certificates. Further, the amount of private-use proceeds of the
Certificates in excess of five percent of the Net Proceeds of the Certificates ("excess private-use
proceeds")will not exceed the proceeds of the Certificates expended for the governmental purpose of
� the Certificates to which such excess private-use proceeds relate; and
�, (c) The City will not permit an amount of proceeds of the Certificates exceeding the lesser
of (i) �5,000,000 or (ii) five percent of the Net Proceeds of the Certificates to be used, directly or
indirectly, to finance loans to persons other than oovernmental units.
(d) When used in this Article IX, the term"Net Proceeds of the Certificates"shall mean
the proceeds from the sale of the Certificates, including investment earnings on such proceeds, less
accrued interest.
Section 9.05. No Federal Guaranty. 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
applicable regulations thereunder, except as permitted by section 149(b)(3) of the Code and such
regulations.
Section 9.06. rertificates are not Hedge Certi�icates. The City covenants and agrees that not
more than�0 percent of the proceeds of the Certificates will be invested in nonpurpose investments(as
defined in section 148(�(6)(A) of the Code) having a substantially guaranteed yieid for four years or
more within the meaning of section 149(g)(3){A)(ii)of the Code, and the City reasonably e�ects that
at least 85 percent of the spendable proceeds of the Certificates will be used to carry out the
governmental purposes of the Certificates within the three-year period beginning on the date the
�" Certificates are issued.
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Section 9.07. No-Arbitrage Covenant. The City shall certify, throu?h an authorized officer,
employee or agent that based upon all facts and estimates known or reasonably expected to be in
'°"�° existence on the date the Certificates are delivered, the City will reasonably expect 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 applicable regulations thereunder. 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 appli-
cable regulations thereunder.
Section 9.08. Arbitrage Rebate. The City will take all necessary steps to comply with the
requirement that certain amounts earned by the Ciry 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. Specifically, 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 issue of the Ciry or moneys which do not represent gross
proceeds of any bonds of the City, (ii) calculate at such times as are required by applicable regulations,
the amount earned from the investment of the gross proceeds of the Certificates which is required to
be rebated to the federal government, and (iii) pay, not less often than every�ifth anniversary date of
the delivery of the Certificates or on such other dates as may be permitted under applicable regulations,
all amounts required to be rebated to the federal government. Further, the City will not indirectly pay
any amount otherwise payable to the federal government pursuant to the foregoing requirements to any
person other than the federal government by entering into any investment arrangement with respect
to the gross proceeds of the 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 anangement had been at arm's length and had the yield on the issue not been
relevant to either party.
Section 9.09. Information ReportinQ. The Ciry covenants and agrees to file or cause to be filed
with the Secretary of the Treasury,not later than the l�th day of the second calendaz 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 applicable regulations
thereunder.
Section 9.10. Continuing Obtigation. Notwithstanding any other provision of this Ordinance,
the City's obiigations under the covenants and provisions of this Article IX shall survive the defeasance
and discharge of the Certificates.
ARTICLE X
DEFAULT r�'�iD REMEDIES
Section 10.01. Events of Default. Each of the following occurrences or events for the purpose
� of this Ordinance is hereby declared to be an"Event of Default," to-wit:
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(i) the failure to make payment of the principal of 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,the failure to perform which materially,adversely affects the rights of the
'�" Owners,including but not limited to, their prospect or ability to be repaid in accordance with
this Ordinance,and the continuation thereof for a period of 60 days after notice of such default
is�ven by any Owner to the City.
Sectian 10.02. Remedies for Default. (a) Upon the happening of any Event of Default, then
and in every case any Owner or an authorized representative thereof, including but not limited to, a
trustee or tnutees 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, acrion or special proceeding
in equity or at law,in any court of competent jurisdiction,for any relief pemutted 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 F�cclusive. (a) No remedy herein conferred or reserved is
intended to be exclusive of any other available remedy or remedies, but each and every such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or under the
a� 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.
ARTICLE�
DEFEASANCE AND REFUNDING
Section 11.01. Defeasance and Refunding.The City reserves the right to defease or refund the
Certificates in any manner provided by law.
ARTICLE XII
CONTINUING DISCLOSURE UNDERTAKING
Section 12.01. Definitions of Continuin�Disclosure Terms. As used in this Article, the
following terms have the meanings assigned to such terms below:
�°"° "MSRB"means the Municipal Securities Rulemaking Board.
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"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time to
�`^ time.
"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. ,�
Section 12.02. Annual Re�orts. (a)The City shall provide annually to each NRMSIR and to
any SID, within six (6) months after the end of each fiscal year ending in or after 1996, 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 Exhibit A
hereto, and(u) audited,if the City comm.issions an audit of such statements and the audit is completed
within the period during which they must be provided. If the audit of such financial statements is not
complete within such period, 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. Thereafter,when and if audited financial statements become available,the City
shall provide such audited financial statements as required to each NRMSIR and to any SID.
,.�, (b) If the City changes its fiscal year,it will notify each NRMSIR and any SID of the change
(and of the date of the new fiscal year end)prior to the next date by which the City otherwise would be
,�, required to provide financial information and operating data pursuant to this Section.
(c) The financial information and operating data to be provided pursuant to this Section
may be set forth in full in one or more documents or may be included by specific reference to any
document(including an official statement or other offering document,if it is available from the MSRB)
that theretofore has been provided to each iVRMSIR and any SID or filed with the SEC.
Section 12.03. 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;
(iu) unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial difficulties;
(v) substitution of credit or liquidiry providers, or their failure to perform;
�
(vi) adverse tax opinions or events affecting the tax exempt status of the Certificates;
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{vii) modifications to rights of Owners;
�"^ (viii) Certificate calls;
(ix) defeasances;
�.r
(x) release,substitution,or sale of property securing repayment of the Certi.ficates;
and
(xi) rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely
manner,of any failure by the City to provide financial information or operating data in accordance with
Section 12.02 of this Ordinance by the time required by such Section.
Section 12.04. Limitations.Disclaimers and Amendments. (a) The City shall be obligated to
observe and perform the covenants specified 'ui this Article for so long as, but only for so l�ng as, the
City remains an "obligated person" with respect to tl:e Certificates within the meaning of the Rule,
except that the City in any event will�ive notice of any deposit made in accordance with Article XI that
causes Certificates no longer to be Outstanding.
(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, express or implied,shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
,.�. provide only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other
� information that may be relevant or material to a complete presentation of the City's�nancial results,
condition,or prospects or hereby undertake to update any information provided in accordance with this
Article or otheiwise,except as expressly provided herein. The City does not make any representation
or warranty concerning such information or its usefiilness to a decision to invest in or sell Certificates
at any future date.
UNDER NO CIRCUMSTA��ICES SHALL THE CITY BE LIABLE TO THE OWNER OR
BENEFICIAL OWNER OF ANY CE�TIFICATE OR A1�1Y 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 TGRT,FOR OR ON ACCOUNT OF AIVY SUCH BREACH
SHALL BE LIMITED TO AN ACTION FOR MAi�iDAMUS OR SPECIFIC PERFORMANCE.
(c) No default by the City in observing or performing its obligations under this Article shall
comprise a breach of or default under the Ordinance for purposes of any other provisions of this
Ordinance.
(d) Nothing in this Article is intended or shall act to disciaim,waive, or otherwise limit the
duties of the City under federal and state securities laws.
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(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
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in the identity,nature,status, or type of operations of the City,only if(1) 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
(2) either(a)the Owners of a majority in agb egate principal amount(or any greater amount required
� by any other provisions of this Order that authorizes such an amendment) of the Outstanding
Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as
nationally recognized bond counsel) determines that such amendment will not materially impair the
interests of the Owners and beneficial owners of the Certificates. If the City so amends the provisions
of this Article,it shall include with any amended financial informatior.or operating data next provided
in accordance with Section 12.02 an explanation,in narrative form, of the reasons for the amendment
and of the impact of any change in the type of financial information or operating data so provided.
A.RTICLE XIII
EMERGENCY
Section 13.01. Emer�encv. 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.
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aDO�D�s ��e��- � ���.
Mayor,City of Grapevine,Texas
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City ecretary, City rapevine,Texas � � RAP'�. `
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APPROVED AS TO FORM: ?r��` ,��'�,:��
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City Attorney, City of�Grapevine,Texas
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EXHIBIT A
� DESCRIP'TION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMAZ'ION
The following information is referred to in Article XII of this Ordinance.
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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 Articie are as specified(and included in the Appendix or other headings of the
Official Statement referred to) below:
1. The audited financial statements of the City for the most recently concluded fiscal year.
2. Statistical and financial data set forth in Tables 1-14 in the Official Statement.
Accounting Principles
The accounting principles referred to in such Article are the accounting pri.nciples described
in the notes to the financial statements referred to in Paragraph 1 above. "
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