HomeMy WebLinkAboutORD 1995-048� � ,
��
OR.DINPu�iCE iVO. 95-48
AUTHORIZING THE
ISSUANCE OF
�� �3,840,000
CITY OF GRAPEVINE, TEXAS,
'+� WATERWORKS AND SEWER SYSTEM
REVENUE BONDS,
SERIES 1995
Adopted: July 18, 1995
�
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� T.�LE OF CONTENTS
�,: ..
Pa;e
".�" Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE I
DEFINITIONS, FINDINGS AND INTERPRET�TION
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �
Section 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �
Section 1.03. Findings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.04. Table of Contents, Titles and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1.05. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
r1RTICLE II
SECL;RITY FOR THE BONDS
Section 2.01. Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . �
Section 2.02. Bonds as Special Obligacions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
,.��,.
ARTICLE III
'`"°"' AUTHORIZATION; GENERAL TER'VIS AND PROVISIONS REGARDING THE BONDS
Section 3.01. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.02. Date, Denomination, Maturities and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.03. Medium, Method and Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.04. Execution and Registration of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.05. Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.06. Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.07. Canceilacion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Seciion 3.08. Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.09. Replacement Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3.10. Book-Entry Only System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.11. Successor Securities Depository; Transfer Outside Book-Enuy Only System . . . . . . . . 11
Section 3.12. Payments to Cede & Co . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
� Section 4.01. Limitation on Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.02. Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4.03. Partial Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
� Section 4.04. Notice of Redemption to Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . 13
Section 4.05. Payment Upon Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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Section 4.06. Effect ot Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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ARTICLE V
,,,�, PAYING AGENT;REGISTRAR
Section 5.01. Appointment of Initial Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . 1�
Section 5.02. Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1�
Section 5.03. Maintaining Paying Agent/Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Secti�n �.04. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section �.05. Notice of Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Seccion �.06. Agreemenc co Perform Duties and Funetions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.07. Delivery of Records to Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VI
FORM OF THE BONDS
Section b.01. Form Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1�
Section 6.02. Form of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1�
Section 6.03. CUSIP Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6.04. Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6.05. Statemen[ of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
""'�"`' ARTICLE VII
.� SALE AND DELNERY OF BONDS; DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds, O�cial Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 7.02. Control and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 7.03. Deposit of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE VIII
FUNDS AND ACCOUNTS
Section 8.01. Special Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 8.02. Revenue Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 8.03. Interest and Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 8.04. Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 8.05. Deficiencies in Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 8.06. Excess Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.07. Security of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 8.08. Investment of Certain Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE IX
�
ADDITIONAL PARITY BONDS
�""" Section 9.01. Additional Parity Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
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"�"� ARTICLE X
REPRESE�ITATIOIVS AVD COVENANTS
Section 10.01. Payment of Bonds and Additional Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 10.02. Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 10.03. Maintenance and Operation; Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 10.04. Records; Accouncs; Accounting Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 10.05. Further Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 10.06. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . �
. . . .
' Section 10.07. Provisions Concerning Federal Income Tax Exclusion . . . . . . . . . . . . . . . . . . . . . 28
Section 10.08. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 10.09. No Federal Guaranry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 10.10. Bonds are noc Hedge Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
, Section 10.11. No-Arbitrage Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
: Section 10.12. Arbitrage Rebate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
'. Section 10.13. Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
' Section 10.14. Continuing Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE XI
DEFAULT AND RENIEDIES
�,.::o,
Section 11.01. Remedies in Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
' w,�r
ARTICLE XII
, DISCHARGE
Section 12.01. Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE XIII
CONTINUING DISCLOSURE UNDERTAKING
Section 13.01. Annual Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 13.02. Material Event Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 13.03. Limitations, Disclaimers and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
ARTICLE XN
EMERGENCY
' Section 14.01. Emergency �
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3�
,,,�,,, EXHIBIT A: DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
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AN ORDIN�NCE OF THE CITY COUNCIL OF THE CITY OF GR�PEVINE,
�" TEXAS, AUTHORIZING THE ISSUANCE AND SALE OF CITY GF
GRAPEVINE. TEX.as, WATERWORKS AND SEWER SYSTE:I�I REVENLE
BONDS, SERIES 1995, IN THE AGGREGATE PRINCIPAL A1�IOliNT OF
� ° �3,840,000; PROVIDING FOR THE SECURITY FOR ,��ID PAY�IENT OF S�ID
BOIVDS; APPROVING THE OFFICIAL STATEvIENT; AND ENACTING OTHER
. PROVISIONS RELATING THERETO
WHEREAS, the City of Grapevine, Texas (the "Ciry"), has previously issued i[s waterworks and
sewer system revenue bonds payable from and secured by a first and super:or lien on and pledge of the net
� revenues of the Ciry's combined waterworks and sewer system ([he "System"); and
�
' WHEREAS, in the ordinances authorizino such previously issued waterworks and sewer system
' revenue bonds, the Ciry reserved the right and option to issue, under certain conditions, additional bonds on
a pariry as to lien and pledge with such bonds; and
WHEREAS, [he Ciry Council of the Ciry (the "Ciry Council"), by resolution adopted on June ?0,
1995, authorized the giving of notice of its intent to issue waterworks and sewer system revenue bonds, in
an amoun[no�co exceed�3,840,000, for the purpose of constructing, acquirin� and installing improvements
and extensions to the System; and
WHEREAS, official notice of the Ciry's aforementioned intention to authorize �he issuance of bonds
�,,,�, was duly given in accordance with law by publication thereof in a newspaper of?eneral circulation within
the City on June 29, 1995, and on July 6, 1995, the first said date of publication being at least fourteen (14)
days before the date designated for passage of this Ordinance; and
���
� WHEREAS, no petition has been filed with the Ciry Secretary, any member of this Ciry Council or
any other o�cer of the City requesting a referendum election on the question of the issuance of said bonds;
WHEREAS, the City Council fmds and determines chat the bonds hereinafrer authorized shall be
issued pursuant [o this Ordinance to provide funds to be used for: (i) improvements and extensions to the
System, which the City Council hereby deserniines to be necessary and economically feasible, and (ii) for
paying the costs of issuing said bonds, all in accordance with the Constitution and general laws of the State
of Te:cas, particularly Articles 1111 et seq., Texas Civil Statutes Annotated, as amended;
WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by
law, and the public notice of the time, place and purpose of said meeting was given as required by Chap. �51,
Texas Government Code, as amended.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS:
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ARTICLE I
..- ,
DEFINITIONS. FINDINGS AND INTERPRETATIOiV
�-� 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:
"Additional Bonds"means the additional revenue bonds authorized to be issued on a parity with the
Bonds and the Previously Issued Bonds in accordance with the terms ar.d condi�ions prescribed in Section
9.01 of this Ordinance.
"Bond" means any of the Bonds.
"Bond Date" means the date designated as the date of the Bonds by Section 3.02(a).
"Bonds" means the Ciry's waterworks and sewer system revenue bonds authorized to be issued by
Section 3.01 of this Ordinance and designated as "Ciry of Grapevine, Texas. Waterworks and Sewer System
Revenue Bonds. Series 1995."
"Ciry" means the Ciry of Grapevine, Texas.
� ,�,
"Ciosing Date" means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations,
�-� published rulings and court decisions.
"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.
"Designated PaymenUTransfer Office" means (i) with respect [o the initial Paying AgendRegistrar
named in this Ordinance, the Designated PaymenUTransfer O�ce as designated in the Paying
AgenURegistrar Agreement, or at such other location designated by the Paying AgenURegistrar, and (ii) with
respect to any successor Paying AgenURegistrar, the office of such successor designated and located as may
be agreed upon by the Authority and such successor.
"Fiscal Year" or "Year" means the fiscal year used by the City in connection with the operation of
the System.
"Fund" means any fund established pursuant to this Ordinance or any ordinance authorizing [he
�
issuance of the Previously Issued Bonds and any Additional Bonds.
"Initial Bond" means the initial Bond authorized by Section 3.04(d) of this Ordinance.
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"In[erest and Sinking Fund"means the "City of Grapevine, Texas, Waten�orks and Sewer System
�� Revenue Bonds In[erest and Sinking Fund," described in Sec:ion 8.03 of this Ordinance.
"Interest Payment Date" means the da[e or dates upon which interest on �he Bonds is scheduled to
�.-w be paid until their respective dates of maturiry or prior redemption, such dates being �Iarch and September 1
of each year, commencing �Iarch 1, 1996.
LLMSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" means all income, revenues, and receipts of every nature derived from and received
by virtue of the operation of the System (includin� interest income and earnin�s received from the investment
of moneys in the special funds created or confirmed by this Ordinance or ordinances authorizin� che issuance
of Additional Bonds) afrer deducting, paying, and making provision for the payment of cunent expenses of
maintenance and operation thereof, including all salaries, labor, materials, repairs and extensions necessary
to render e�cient service; provided, however, chac only such expenses for repairs and extensions as in the
judgment of the Ciry Council, reasonably and fairly exercised, are necessary [o keep �he System in operation
and to render adequate service to the Ciry and the inhabitants thereof, or such as might be necessary to meet
some physical accidenc or condi[ion which would ocherwise impair any obligations payable from the Net
Revenues of the System, shall be deducted in determining "Nec Revenues." Contractual payments for the
purchase of water or the treatment of sewaae shall be a maintenance and operating expense of the System to
the extent provided in the contract therefor and as may be authorized by law. Depreciation shall never be
considered as an expense of operation and maintenance.
"NR:VISIR" 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.
+.�� "Outstanding" when used in this Ordinance with respect to the Bonds, Previously Issued Bonds or
Addi[ional Bonds, as the case may be, means, as of the date of de[ermination, all such bonds theretofore
issued and delivered, except:
(i) those bonds theretofore canceled by the paying agent/registrar or delivered to the
paying agent/registrar for cancellation;
(ii) those bonds for which payment has been duly provided by the Ciry by the
irrevocable deposit with the paying agendregistrar of money in the amount necessary to fully pay the
principal of and interest thereon to maruriry or redemption, as the case may be, provided that, if such
bonds are to be redeemed, notice of redemption thereof shall have been duly given pursuant to the
ordinance authorizing such bonds or irrevocably provided to be given to the satisfaction of the paying
agent/registrar, or waived;
{iii) those bonds that have been mutilated, destroyed, lost, or stolen and replacement
bonds have been registered and delivered in lieu thereof as provided in the ordinance authorizing
such bonds; and
(iv) those bonds for which the payment of the principal of and interest on has been duly
provided by the City in accordance with the provisions of the ordinance authorizing such bonds by
'�""' the deposit in trust of money or Government Obligations, or both.
�
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mi�s�ss:tza���
'Owner" means the person who is che re�istered ewner of a Bond or Bonds, as shown in the
'� " Register, wfuch shall be Cede & Co., as nominee for DTC, so long as the Bonds are in book-enQy only form
and held by DTC as securities depository in accordance wi[h Section 3.10 hereof.
"'��` "Pariry Bond" or "Pariry Bonds" means the Previously Issued Bonds, the Bonds and any Additional
Bonds at any time outstanding.
"Paying Agent/Registrar" means initially Bank One, Texas, N.A., Fort Wonh, Texas, or any
successor thereco as provided in this Ordinance.
"Previously Issued Bonds" means the Ciry's Waterworks and Sewer System Revenue Refunding and
Improvemenc Bonds, Series 1985, dated September 1, 1985, the Ciry's Waterworks and Sewer System
Revenue Bonds, Series 1988, dated October 1. 1988, and the Ciry's Waterworks and Sewer System Revenue
Refunding Bonds, Series 1992, dated August 1, 1992.
"Prior Ordinances" means the ordinances tha[ authorized the issuance of [he Previously Issued
Bonds.
"Record Date" means the fifteenth day of the month next preceding an Interest Paymen[ Date.
"Register" means the Register specified in Section 3.06(a).
"Reserve Fund" means the "Ciry of Grapevine, Texas, Waterworks and Sewer System Revenue
�,m,� Bonds Reserve Fund," described in Section 8.04 of this Ordinance.
"Reserve Fund Requirement" means the amount which is equal to the average annual principal and
'*��" interest requirements on the Pariry Bonds at any time outstanding.
"Revenue Fund" means the "Ciry of Grapevine, Texas, Waterworks and Sewer System Revenue
Fund," described in Section 8.02 of this Ordinance.
"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 any authorized deparanent, o�cer, or
agency thereof as determined by the SEC or its staff to be a state information depository, within the meaning
of the Rule, from time to time.
"Special Record Date" means the Special Record Date as prescribed in Section 3.03(b).
"System" means the Ciry's existing combined waterworks and sewer system, including all properties
(real, personnel or mixed and tangible or intangible) owned, operated and maintained by, and vested in, the
Ciry for the supply, treaunent and distriburion of treated water for domestic, commercial, industrial and other
uses and the collection and treaunent of water-carried waste, together with all future additions, extensions,
� replacements, and improvements thereto.
"Unclaimed Payments" means money deposited with the Paying AgendRegistrar for the payment of
� principal of or interest on the Bonds as the same come due and payable and remaining unclaimed by the
Owners of such Bonds for 90 days after the applicable payment or redemption date.
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� Section 1.02. Other Detinitions.
The te:ms "Ciry' and "City Council" shall have the meanings assigned ro them in the preamble of
�, this Ordinance.
Section 1.03. Eju�,iIIgs..
The declarations, decerminacions and findings declared, made and found in the preambies to this
Ordinance are hereby adopted, restated and made a part of the operacive provisions hereof.
Section 1.04. Table of Contents. Titles and Headin�s.
The table of contents, titles and headings of the Anicles and Sections of this Ordinance have been
inserted for convenience of reference only and are not to be considered a parc hereof and shall not in any way
modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in
construing this Ordinance or any provision hereof or in ascenaining inten[, if any question of intent should
arise.
Section 1.0�. nte retation.
(a) Unless the context requires otherwise, words of the masculine gender shall be construed to
include correla[ive words of the feminine and neuter genders and vice versa, and words of the singular
,��..�.�,
number shall be construed to include correlative words of the plural number and vice versa.
(b) This Ordinance and all the terms and provisions hereof shall be liberally construed to
v��, effectuate the purposes set forth herein to sustain the validity of this Ordinance.
(c) Article and section references shall mean references [o articles and sections of this Ordinance
unless otherwise designated.
ARTICLE II
SECURITY FOR THE BONDS
Section 2.01. Pled�e.
(a) The Bonds are payable from and secured by a first lien on the Net Revenues of the System
on a pariry with the Previously Issued Bonds and any Addi[ional Bonds.
(b) The City hereby covenants and agrees that all of the Net Revenues of the System with the
exception of those in excess of the amounts required to establish and maintain the funds as hereinafter
provided are hereby irrevocably pledged to the payment of the Bonds and all Previously Issued Bonds and
Additional Bonds, together with [he interest thereon, required by this Ordinance, the ordinances authorizing
the Previously Issued Bonds, and any future ordinances authorizing any Additional Bonds. It is hereby
'"""'' ordained that the payment of the Bonds, the Previously Issued Bonds and the Additional Bonds, if any, and
the interest thereon, shall constitute a first lien upon the Net Revenues of the System.
Wiwir
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Section 2.02. onds as $�ecial Obli� t,�� ions.
�. .
The Bonds are special obligacions of the Ciry payable solely from the Net Revenues of the System,
and the Owners thereof shall never have rhe righc co demand payment thereof out of any other funds raised
w� or co be raised by taxation.
r1RTICLE III
AUTHORIZATION; GENERAL TER:�IS AND PROVISIONS REGARDING THE BONDS
Section 3.01. Authorization.
The Ciry's bonds to be designated the "Ciry of Grapevine, Texas, Wate:works and Sewer System
Revenue Bonds, Series 1995," are hereby authorized to be issued and delivered in accordance with the laws
of the Sta[e of Texas, including particularly Anicle 1111, et seq., Texas Civil Sta[u[es Annocaced, as
amended. The Bonds shall be issued in the aggregate principal amount of�3.840,000, for the purpose of
constructing, acquiring and installing improvemencs and extensions to the System and paying the costs of
issuing the Bonds.
Section 3.02. Date. Denomination. �taturities and Interest.
(a) The Bonds shall be dated July 1�, 1995, 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 [he Ciry and the Paying AgendRegistrar, except the Initial
Bond, which shall be numbered T-1.
�
(b) The Bonds shall mature on September 1 in the years and in the principal amounts set forth
in the following schedule:
Principal Interest Principal Interest
Years BII391IltS �� Y�L� mounts Rates
1996 $50,000 ,9 0% 2006 �205,000 ,�/S°I
1997 50,000 Qo % 2007 215,000 .�%
1998 50,000 6. QD% 2008 225,000 S. �o %
1999 50,000 6,�% 2009 240,000 S.�S`D °�o
2000 150,000 6,�% 2010 250,000 s sD%
2001 160,000 (9•�jd % 2011 265,000 S.�o %
2002 165,000 6• Q° %a 2012 280,000 $;�%
' 2003 175>000 6• �o % 2013 295,000 $',�(_%
2004 185,000 �. 9 ch % 2014 310,000 5.��%
2005 195,000 5:00 % 2015 325,000 5.G .3%
(c) Interest shall accrue and be paid on each Bond respectively until the principal of such Bond
"� shall have been paid or provision for such payment shall have been made, from the later of the Bond Date
or the most recent Interest Payment Date to which interest has been paid or provided for at the rate per annum
for each respective maturiry specified in the schedule contained in subsection (b) above. Such interest shall
�
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be payabte semiannually on l�tarch 1 and September 1 of each year, commencing �larch 1, 1996, computed
on the basis of a 360-day year of[weIve 30-day months.
��
Section 3.03. �Iedium �iethod and Place of P�ymenc.
(a) The principal of, redempcion premium, if any, and interest on the Bonds shall be paid in
lawful money of the United Staces of America.
(b) Interest on the Bonds shall be payable ro [he Owners as shown in�he Register on the Record
Date. In the event that interest on the Bonds is not paid on a scheduled In[erest Payment Date and remains
` unpaid for thirry (30) days thereafter, a new record date for such interest payment (a "Special Record Date")
shall be established by the Paying �lgent/Registrar, if and when funds for che payment of such interest have
been received from the Ciry. Nocice of the Special Record Date and of the scheduled payment date of the
past due interest (which shall be 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, postaoe prepaid, to the address of
each Owner of a Bond appearing on the Re?ister at the close of business on the last business day next
preceding the date of mailing of such notice.
(c) Interest shall be paid by check, dated as of the Interest Payment Date, and mailed on or
before such Interest Payment Date, by tirst class Uniced Sta[es mail, posca�e prepaid, by the Paying
AgenURegistrar to each Owner at�he address of each Owner as such appears in the Register, or by such other
customary banking arrangement acceptable to che Paying Aaent/Re;istrar and the person [o whom interest
is to be paid; provided, however, that such person shall bear all risk and expenses of such customary bankin�
,�� arrangement.
�' � (d) The principal of each Bond shall be paid to the Owner thereof on the due date, whether at
the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Bond at
the Designated Payment/Transfer Office.
�
'� (e) If the date for the payment of the principal of or interest on the Bonds shall be a Sarurday,
;, Sunday, legal holiday or day on which banking institutions in the city where the Designated PaymendTransfer
Office is located are required or au[horized 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 banking
institutions aze required or authorized to close, and payment on such date shall for all purposes be deemed
co have been made on the due dace thereof as specified in this Section.
� (� Subject to any applicable escheat, unclaimed property or similar law, including without
� limitation Title 6, Texas Properry Code, Unclaimed Payments remaining unclaimed by the Owners entitled
! thereto for three years after the applicable payment or redemption date shall be deposited into the Interest and
� Sinking Fund and applied to the next payment on the Bonds thereafrer coming due; to the extent any such
moneys remain after the retirement of all outstanding Bonds, such moneys may be used by the Ciry for any
� lawful putpose. Thereafter, neither the Ciry, the Paying AgendRegistrar, nor any other person shall be liable
' or responsibie to any Owners of such Bonds for any fiu�ther payment of such unclaimed moneys or on account
of any such Bonds, subject to any applicable escheat, unclaimed property or similar law, including without
limitation Title 6, Texas Properry Code.
i �
Section 3.04. FxQ�nrion and Registration of Bonds.
� ,�„�,,, (a) The Bonds shall be executed on behalf of the City by the Mayor and City Secretary, by their
manual or facsimile signatures, and the official seal of the Ciry shall be impressed or placed in facsimile
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the:eon. Such fa�esimile signatures on the Bonds shall have the same effect as if each of the Bonds had been
` si�ned manuaily and in person by each of sai� officers, and such facsimile seal on the Bonds shall have the
same effect as if the official seal of che Ciry had been manually impressed upon each of che Bonds.
�� (b) In the event that any officer of che Ciry whose manual or facsimile signature appears on the
Bonds ceases to be such office: before the authencicacion of such Bonds or before the delivery thereof, such
facsimile signa[ure nevertheless shall be valid and sufficient for all purposes as if such o�cer had remained
in such o�ce.
(c) Except as pr�vided beiow, no Bond shall be valid or obligatory ior any purpose or be entitled
to any securiry or benefit of chis Ordinance unless and until there appears thereon the Certiticate of Paying
AgendRegisuar substantially in he form provided herein, duly authenticated by manual execution by an
officer or duly authorized signatory of the Payin� A�ent/Registrar. It shall not be required that the same
officer or au[horized si;natory of the Paying A�ent/Registrar sign the Certificate of Paying Aaenc/Re�istrar
on all of the Bonds. In lieu of the executed Cenificate of Paying AgendRegistrar described above, the Initial
Bond delivered on the Closing Date shall have attached �hereto the Comptroller's Registration Certificate
substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the
State of Texas, or by his duly authorized agen[, which certificace shall be evidence that the Initial Bond has
been duly approved by t.he Attorney General of the State of Texas and that it is a valid and binding obligation
of the Ciry, and has been registered by the Comptroller of Public Accounts of�he State of Tesas.
(d) On the Closing Date, one Initial Bond representing the entire principal amount of all Bonds,
payable in stated installments to the Purchaser, or its designee, executed by the Mayor and the Ciry Secretary
by their manual or facsimile signature, approved by the Attorney General, and registered and manually signed
� � by the Comptroller of Public Accounts, will be delivered to the Purchaser or its desi�nee. Upon payment
for the Initial Bond, the Paying AgendRegistrar shall cancel the Initial Bond and deliver registered definitive
�� Bonds, in accordance with Section 3.10 hereof. To the extent the Paying Agent/Registrar is eligible co
participate in DTC's Fast System, as evidenced by agreement between the Paying Agent/Registrar and DTC,
the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC.
Section 3.05. Ownershi�.
(a) The Ciry, the Paying Agent/Re;istrar and any other person may treat the person in whose
name any Bond is registered as the absolute Owner of such Bond for the purpose of making and receivino
payment of the principal thereof and redemption premium, if any, thereon, for the further purpose of making
and receiving payment of the interest chereon, and for all other purposes, whether or not such Bond is
overdue, and neicher the City nor[he Paying AgendRegistrar shall be bound by any nocice or lmowledge co
the contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall discharge
the liabiliry of the Ciry and the Paying Agent/Registrar upon such Bond to the extent of the sums paid.
Section 3.06. RPgistration_ Transfer and Exchanee.
(a) So long as any Bond remains outstanding, the Ciry shall cause the Paying AgenURegistrar
to keep at the Designated Payment/Transfer Office a register in which, subject to such reasonable regulations
"'� as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in
accordance with this Ordinance.
�
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(b) TYie ownership of a Bond may be �ansterred only upon�he presencation and sur:ender of the
'"�'� Bond at the Designated PaymenUTransfer Office with such indorsement or o[her evidence of transfer as is
acceQtable to the Paying Agent/Registrar. No transfer of any Bond shall be efFective until entered in che
Re�ister.
�
(c) The Bonds shall be exchangeabie upon che presentation and surrender thereof at the principal
coiporate office of the Paying AgenURegistrar for a Bond or Bonds of the same ma[uriry and interest rate and
in any denomination or denominations oi any integral multiple of ��,400 and in an aggrega[e principal
amount equal to the unpaid principal amount of the Bonds presented for exchange. The Payin�
A�enURegistrar is hereby authorized to authencicate and deiiver Bonds exchanged for other Bonds in
accordance with this Section.
(d) Each exchange Bond delivered by the Paying AgenURegistrar in accordance with chis Section
shall constirute an original contracrual obliga[ion of the Ciry and shall be enticled co rhe benefits and security
of this Ordinance co the same e:ctent as the Bond or Bonds in lieu of which such exehan�e Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration and any subsequent
cransfer or e:�change for a different denomination of any of the Bonds. The Paying Agent/Registrar,
however, may require the Owner to pay a sum sufficient to cover any tax or other �overnmencal char�e that
is authorized to be imposed in connection with the re;istration, transfer or erchange of a Bond.
(� Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redempcion, in whole or in part, where such redemption is scneduled to occur
�rt�
within 45 calendar days after the transfer or exchange da[e; provided, however, such limitation of transfer
shall not be applicable to an exchange by the Owner of che uncalled principal balance of a on .
� Section 3.07. [�ancellation.
All Bonds paid or redeemed before scheduled ma[urity in accordance with this Ordinance and all
Bonds in lieu of which exchange Bonds or replacement Bonds are authentica[ed and delivered in accordance
with this Ordinance shall be cancelled and destroyed upon the making of proper records regarding such
payment, redemption, exchange or replacement. The Paying AgendRegistrar shall then return such cancelled
Bonds to the City or may, in accordance with law, destroy such cancelled Bonds and periodically furnish the
Ciry with cenificates of destruction of such Bonds.
Section 3.08. Temnorarv Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the preparation of
definitive Bonds, the proper o�cers of the Ciry may execute and, upon the City's request, the Paying
AgendRegistrar shall authenticate and deliver, one or more [emporary Bonds that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the
definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions,
omissions, substitutions and other variadons as the officers of the Ciry executing such temporary Bonds may
determine, as evidenced by their signing of such temporary Bonds.
(b) Until eschanged for Bonds in definitive form, such Bonds in temporary form shall be entitled
"� to the benefit and security of this Ordinance.
(c) The Ciry, without unreasonable delay, shall prepare, execute and deliver to the Paying
� AgendRegistrar, the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond
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or Bonds in temporary form to the Payin� �QenURegistrar, the Paying :��enuRe�istrar shaIl cancei the Bonds
""' ° in temporary form and authenticate and deliver in exchange cherefor a Bond or Bonds of the same macurity
and series, in definitive form, in the authorized denominacion, and in the same aggregate principal amount,
as the Bond or Bonds in temporary form surrendered. Such exchange shall be ma�+e without the making of
�' any charge therefor to any Owner.
Section 3.09. Replacement Bonds.
(a) Upon che presentation and surrender to [he Paying AgendRegistrar of a mutilated Bond, the
Paying AgendRe;is�ar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor
and principal amount, bearing a number not contemporaneously outstanding. The Ciry or �he Paying
Agent/Registrar may require the Owner of such Bond to pay a sum su�cient to cover any tax or other
governmental charge that is auchorized co be imposed in connection therewith and any other expenses
connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully caken, the Paying
Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or
knowledge �hat such Bond has been acquired by a bona fide purchaser, shall authenticate and deiiver a
replacement Bond of like tenor and principal amount, bearin, a number not contemporaneously outstanding,
provided that the Owner first complies with the following requirements:
(i) furnishes to the PayinQ Agent/Registrar satisfactory evidence of his or her ownership
of and the circumstances of[he loss, destruction or theft of such Bond;
�.�
(ii) furnishes such security or indemniry as may be required by the Paying
Agent/Registrar to save it and the Ciry harmless;
�,.�
' (iii) pays all expenses and charges in connection therewith, including, but not limited to,
printing costs, legal fees, fees of the Paying AgendRegistrar and any tax or other �overnmental
charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the Ciry and the Paying
. AgentlRegistrar.
(c) After the delivery of such replacement Bond, if a bona fide purchaser of the original Bond
in lieu of which such replacemen[ Bond was issued presents for payment such original Bond, che Ciry and
the Paying AgenURegistrar shall be entitled to recover such replacement Bond from the person to whom it
was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred
by the Ciry or the Paying AgendRegistrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond
has become or is abou[to become due and payable, the Paying Agent/Registrar, in ics discretion, instead of
issuing a replacement Bond, may pay such Bond if it has become due and payable, or may pay such Bond
when it becomes due and payable.
�
(e) Each replacement Bond delivered in accordance with[his Section shall constitute an original
' additional contractual obligation of the Ciry and shall be entitled[o the benefits and securiry of this Ordinance
�, to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered.
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Section 3.10. Rnnk-Fntrv Onlv Svstem.
(a) The defmitive Bonds shall be initially issued in the form of a separate single fully registered
Bond for each of the maturities chereof with the ownership of each such Bond re;istered in che name of Cede
'� "" &Co., as nominee of DTC, and except as provided in Sec[ion 3.11 hereof, all of the outstanding Bonds shall
be regiscered in �he name of Cede & Co., as nominee of DTC.
(b) Wich respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and �he Paying Agend Registrar shall have no responsibiliry or obligation to any DTC Participant or to any
person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without iimiting the
immediately preceding sencence, [he Ciry and the Payin� Agen[/Re�istrar shall have no responsibility or
obliga�ion with respecc to (i) [he accuracy of the records of DTC, Cede & Co. or any DTC Panicipanc with
respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person.
ocher chan a Bondholder, as shown on the Register, of any notice with respecc co che Bonds, ineluding any
notice of redemption, or (iii) che payment �o any DTC Panicipant or any other person, ocher than a
Bondholder, as shown in[he Register of any amount with respect to principal of, premium, if any, or interest
on the Bonds. Nocwichstanding any other provision of[his Ordinance to the concrary> the Ciry and the Paying
AjendRegistrar shall be entitled to creat and consider the person in whose name each Bond is rejistered in
che Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any,
and interest on the Bonds, for �he purpose of all matters with respect to such Bond, for the purpose �f
registering transfer with respect to such Bond, and for all other purposes wha[soever. The Paying
Agent/Re�istrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon [he
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 Ciry's obligations with respect to payment of, premium, if any, and interest on the Bonds to
the extent of the sum or sums so paid. No person other than an Owner, as shown in the Register, shall
`""""' receive a Bond certificate evidencing the obligation of the City to make payments of amounts due pursuant
to this Ordinance. Upon delivery by DTC to �he Paying AgenURegistrar 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 in�erest checks or drafrs being mailed to the registered 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 execution and delivery of a Representation Letter between the Ciry and DTC relating
to the Bonds is hereby approved with such changes as may be approved by [he Mayor, and the Mayor is
hereby authorized to execute such Representation Letter; provided [hat, to the estent a previous
Representation Letter authorized and delivered by the Ciry is applicable to the Bonds, such Representation
Letter is hereby approved.
Section 3.11. S��rPS�or Securities Deposi orv• Transfer Outside BoQk-Fntrv Onlv Svstem.
In the event that the Ciry or the Paying Agent/ Registrar determines that DTC is incapable of
discharging its responsibilities described herein and in the Representation Letter, and that it is in the best
interest of the beneficial owners of the Bonds that they be able to obcain cenificated Bonds, or in the event
DTC discontinues the services described herein, the Issuer or the Paying Agent/Registrar shall (i) appoint
�,,, a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange
Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities
depository and transfer one or more separate Bonds to such successor securities depository or(ii) notify DTC
�,, and DTC Participants of che availabiliry through DTC of Bonds and transfer one or more separa[e Bonds to
DTC Participants having Bonds credited to their DTC accounts, as identified by DTC. In such event, the
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Bonds sr.all 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 transfening or exchanging Bonds shall designate, in accordance with the
provisions of this Ordinance.
Section 3.12. pavments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bonds are
registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of,
premium, if any, and interest on such Bonds, and alI notices with respect to such Bonds, shall be made and
given, respectively, in [he manner provided in the representation letter of the Ciry to DTC.
ARTICLE N
REDEy1PTI0IV OF BONDS BEFORE NIATURITY
Section 4.01. Limitation on Redemption.
The Bonds shall be subject to redemption before scheduled maturiry only as provided in this
Article IV.
Section 4.02. Ontional Redemption.
,�•,�
(a) The City reserves the option to redeem Bonds maruring on and after September l, Z00 , m
whole or in part in principal amounts of �5,000 or any integral multiple thereof before their respective
�� scheduled maturity da[es, on September 1, 2005, or on any date thereafter, such redemption date or dates
to be fixed by the City, at a price equal to the principal amount of the Bonds so called for redemption plus
accrued interest to the date fixed for redemption.
(b) The Ciry, at least 45 days before the redemption date, unless a shorter period shall be
satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date
and of the principal amount of Bonds to be redeemed.
Section 4.03. Partial Redemption.
(a) If less than all of[he Bonds are to be redeemed, the Ciry shall deteimine the maturity or
maturiries and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot
the Bonds, or portions thereof, within such maturity or maturities and in such principal amounts for
redemption.
(b) A portion of a single Bond of a denomination greater than�5,000 may be redeemed, but only
in a principal amount equal to �5,000 or any integral multiple thereof. If such a Bond is to be partially
redeemed, the Paying Agent/Registrar shall treat each �5,000 portion of a Bond as though it were a single
bond for purposes of selection for redemption.
'"� (c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with Section 3.06 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds
� in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange
being without charge, notwithstanding any provision of Section 3.06 to the contrary.
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{d) The Paying Agent/Registrar shall promgtly notify che Ciry in writing of the pr•:ncipal amount
` ' co be redeemed of any Bond as to which only a porcion thereof is ro be redeemed.
Section 4.04. Notice of Redemption to Owners.
�_ �
(a) The Paying Agenc/Re;istrar shall �ive no[ice of any redemption of Bonds by sending nocice
by first class United States mail, postage prepaid, not less than 30 days before the dace fixed for redempcion,
to the Owner of each Bond (or part thereo� to be redeemed, a[ the address shown in the Register.
(b) The notice shall state the redemption da[e, the redempcion price, the place at which the Bonds
are to be surrendered for payment, and, if less chan all the Bonds outstandino are to be redeemed, an
identificacion of che Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Seccion shall be conclusively presumed to have been
duly given, whether or not the Owne: receives such no[ice.
Section 4.05. Pavm n pon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying AgenuRegistrar
money su�cient to pay all amouncs due on the redempcion da[e and [he Paying Agent/Registrar shall make
provision for the payment of the Bonds to be redeemed on such date by settin� aside and holding in trust an
amount from the Interest and Sinkin� Fund or otherwise received by the Paying Agent/Registrar from the
Ciry and shall use such funds solely for the purQose of paying the principal of, redemp[ion premium, if any,
�v=.,.�
and accrued interest on the Bonds being redeemed.
(b) Upon presentation and sunender of any Bond called for redemption at the Designated
�� Payment/Transfer Office on or after the dace fixed for redemption, the Paying Agent/Reaistrar shall pay the
principal of, redemption premium, if any, and accrued interest on such Bond to the date of redemption from
the money set aside for such purpose.
Section 4.06. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.05 of this Ordinance, the
Bonds or portions thereof called for redemption shall become due and payable on the date fixed for
redemprion and, unless the City defaults in the payment of the principal thereof, redemption premium, if any,
or acCrued interest thereon, such Bonds or portions thereof shall cease to bear interest from and after the date
fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date.
(b) If the Ciry shall fail to make provision for payment of all sums due on a redemption date,
then any Bond or portion thereof shall continue to bear interest ac the rate stated on the Bond until due
provision is made for the payment of same.
�
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:�RTICLE V
PAYING AGENTIREGISTRAR
� Section 5.01. �ooincment of Initial Payin��� ne t/Re,i�strar.
Bank One, Texas, N.A., Fort Worth,Texas, is hereby appointed as the inidal Paying AgenURegistrar
for the Bonds.
Section 5.02. Oualifications.
. Each Paying AgenURegistrar shall be a commercial bank, a trust company or�anized under [he laws
of the State of Texas, or any other entiry duly qualified and legally authorized to serve as and perform the
duties and services of paying agent and registrar for the Bonds.
Section�.03. Maintaining PaX�g Aoent/Registrar.
(a) At all times while any Bonds are outstanding, the Ciry will maintain a Paying Agent/Registrar
tha[ is qualified under Section �.02 of this Ordinance. The �Iayor is hereby authorized and directed to
execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the Ciry
and the Paying Agent/Regisnar. The signamre of the �layor shall be attested by the City Secretary.
(b) If the Paying Agent/Registrar resi�ns or otherwise ceases to serve as such, the Ciry will
*� � promptly appoint a replacement.
�;�
Section 5.04. Termination.
The City, upon not less than 60 days notice, reserves the right to terminate the appointment of any
Paying Agent/Registraz by delivering to the entiry whose appointment is to be terminated written nocice of
such termination, provided, that such termination shall not be effective until a successor Paying
Agent/Reoistrar has been appointed and has accepted the duties of Paying Agent/Registrar for the Bonds.
Section 5.05. Notice of Chanee.
Prompdy upon each change in the entiry serving as Paying AgendRegistrar, [he City will cause notice
of the change to be sent to each Owner and the Bond Insurer by first class United States mail, postage
prepaid, at the address in the Register, stating the effective date of the change and the name and mailing
, address of the replacement Paying AgendRegistrar.
Section 5.06. Ap�rPPment ro Perform DLties and Functions.
By accepting the appointment as Paying AgendRegistrar, and executing the Paying Agent/Registrar
Agreement, the Paying AgendRegistrar is deemed to have agreed to the provisions of this Ordinance and that
it will perform the duties and functions of Paying AgendRegistrar prescribed thereby.
�. Section 5.07. Deliv�+ of Records to Successor.
If a Paying AgendRegistrar is replaced, such Paying Agent, promptly upon the appointment of the
r�r..r successor, will deliver the Register (or a copy thereo� and all other pertinent books and records relating to
the Bonds to the successor Paying AgendRegistrar.
anF:tiflrtu+�c�wxsswomortn�un+ -14-
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ARTICLE VI
�
FOR'1�1 OF THE BONDS
Section 6.01. Form Generallv.
(a) The Bonds, including che Registration Certificate of the Comptroller of Pubiic Accounts of
the State of Texas, the Certificate of the Payin; AgenrlRegistrar and rhe Assignment form to appear on each
of the Bonds, (i} shall be substantially in the form set forth in this Article with such appropriate insertions,
omissions, substitutions and other variations as are permitted or required by this Ordinance, and(ii)may have
such letters, numbers or other mazics of iden[ification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the :�merican Bankers Association) and such
� legends and indorsemen[s {including any reproduction of an opinion of counsel) thereon as, consistently
herewith, may be decermined by the Ciry or by �he officers executing such Bonds, as evidenced by cheir
e;cecution thereof.
(b) Any ponion of the te;ct of any Bonds may be set forth on the reverse side thereof, with an
approQriate reference thereto on the face of the Bonds.
(c) The definitive Bonds, if any, shall be rypewritten, printed, lithographed or engraved, and
may be produced by any combination of �hese methods or produced in any ocher similar manner, all as
determined by the o�cers executing such Bonds, as evidenced by their e:cecution thereof.
�:�,
(d) The Initial Bond submitted to the Aaorney General of the State of Texas may be typewritten
� and photocopied or ocherwise reproduced.
.�.;�
�
Section 6.02. Form of the Bonds.
The form of the Bonds, including the form of the Registration Certificate of the Comperoller of Public
Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and the form of
Assignment appearing on the Bonds shall be substantially as follows:
�
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6.IlF\FINAMGAA72S5200010RD AUTH '1S_
� 07118193�(203pm1
(a) Form oE Bonds.
REGISTERED REGISTERED
1Vo. �
United States of America
State of Texas
CITY OF GRAPEVINE, TEXAS
WATERWORKS Pu'VD SEWER SYSTEM
REVENtiE BOND
SERIES 1995
INTEREST RATE: MATURITY DATE: BOND DATE: CUSIP NO.
July l�, 1995
The Ciry of Grapevine (the "Ciry"), in the Counties of Tarrant, Dallas and Denton, State of Tesas,
for value received, hereby promises to pay to
or registered assigns, but solely from the sources and in the manner hereinafter provided, on the Maturity
,�. � Dace specified above, the sum of
DOLLARS
�,.�
unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall
have been paid or provided for, and to pay interest on such principal amount from the later of the Bond Date
specified above or the most recent interest payment date to which interest has been paid or provided for until
such principal amount shall have been paid or provision for such payment shall have been made, 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 March 1 and September 1 of each year, commencing March 1, 1996.
The principal of[his Bond shall be payable without exchange or collection char�es in lawful money
of the United States of America upon presentarion and sunender of this Bond at the corporate office in Fort
Worth, Texas, of Bank One, Texas, N.A., as Paying Agent/Registrar (the "Designated PaymendTransfer
Office"), or, with respect to a successor paying agent/registrar, at the Designated Payment/Transfer Office
of such successor. Interest on this Bond is payable by check dated as of the interest payment date, mailed
on or before such incerest payment date, by first class United States mail, postage prepaid, by the Paying
Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying
' AgentlRegistrar, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar
and the person to whom interest is to be paid; provided, however, that such person shall bear all risk and
expenses of such customary banking arrangement. For the purpose of the payment of interest on this Bond,
the registered owner shall be the person in whose name this Bond is registered at the close of business on [he
�,,, "Record Date," which shall be the fifteenth day of the month next preceding such interest payment date.
However, in the event that interest is not paid on a scheduled payment date and remains unpaid for 30 days
thereafter, a new record date for such interest payment(a "Special Record Date") will be established by the
� Paying AgendRegistrar, if and when funds for the payment of such interest have been received from the Ciry.
Notice of the Special Record Date and of the scheduled payment date of the past due interest(which date shall
. 6.IlF:\FQ7AMGRAJ2S3200010RD.AU77i �16_
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,� .. be 1� days aner the Special Record Da[e) shall be sent at least zive business days prior to che SQecial Record
Dace by United States mail, first ciass, postage prepaid, [o the address of each registered owner of a Bond
appearing on the books of the Paying Agent/Reais[rar at the close of business on [he last business day
preceding the date of mailing of such nocice.
If the date for the payment of the principal of or interest on chis Bond shall be a Saturday. Sunday,
legal holiday or day on which banking insticutions in the ciry where the Designated Payment/Transfer Office
is locaced are required or authorized by law or execucive order to close, [he date for such paymenc shall be
the next succeeding day which is not a Saturday, Sunday, le;al holiday or day on which banlcing institutions
are required or authorized to close and payment on such da[e shall for all purposes be deemed �o have been
made on the original date payment was due.
T'his Bond is one of the series of fully registered bonds specified in ics title issued in the ag�regate
principal amount of�3,840,000 (herein referred to as the "Bonds") issued pursuant to an ordinance adopted
by the governing body of the City (the "Ordinance"), for the purpose of constructing, acquiring and installing
improvements and estensions to the Ciry's combined wa[erworks and sewer system and for payin; the costs
of issuing the Bonds.
The Bonds, together with certain outstanding revenue bonds of the Ciry (the "Outstanding Parity
Bonds"), constituce special obligations of the City and are payable solely from and equally secured by a first
lien on and pledge of the Net Revenues (as defined in the Ordinance) of the City's combined waterworks and
sewer system (the "System°).
� °� The City expressly reserves the right to issue additional revenue obligations in all things on a parity
with the Bonds and the Outstanding Parity Bonds, payable solely from and equally secured by a first lien on
�_,� and pledge of the Net Revenues of the System; provided, however, that any and all such additional
obligations may be so issued only in accordance wi[h and subject to the covenants, conditions, limitations
and restrictions relating thereto which are set out and contained in the Ordinance to which reference is hereby
made for more complete and full particulars.
The owner hereof shall never have the right to demand payment of this Bond out of funds raised or
to be raised by taxation.
The Ciry has reserved the option to redeem the Bonds maturing on or after September 1, 2006, in
whole or in part, before their respective scheduled marurity dates, on September 1, 2005, or on any date
thereafter, at a price equal to the principal amounc of rhe Bonds so called for redemption plus accrued interest
to the date fixed for redemption. If less than all of the Bonds are to be redeemed, che City shall decermine
the maturiry or maturities and the amounts thereof to be redeemed and shall direct the Paying AgendRegistrar
to call by lot the Bonds, or portions thereof, within such maturiry and in such principal amounts, for
redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less
than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be
redeemed in whole or in pan. Notice having been so aiven, the Bonds or portions thereof designated for
redemption shall become due and payable on the redemption date specified in such notice; and, from and after
� such date, norwithstanding that any of the Bonds or portions thereof so called for redemption shall not have
been surrendered for payment, interest on such Bonds or portions thereof shall cease ro accrue.
�. As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond is
transferable upon sunender of this Bond for transfer at the Designated PaymenUTransfer Office with such
s.nF:���c+wx�2ssmomo�Avni -17-
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*. ,
indorsement or other evidence of transfer as is acceptable co the Paying AgenURegistrar; thereupon, one or
more new fully registered Bonds ot the same stated maturiry, of authorized denominations, bearing che same
rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or
�-�
transferees.
The Ciry, the Paying Agent/Regisrrar and any other person may �eat the person in whose name this
Bond is registered as rhe owner hereof for the purpose of receiving payment as herein provided (except
interest shall be paid to the person in whose name this Bond is registered on the "Record Date" or "Special
Record Date,° as applicabte) and for all other purposes, whether or no[ this Bond be overdue, and neither
the City, the Paying AgendRegisuar nor any other person shall be affected by notice to �he con[rary.
Neither the Ciry nor the Paying AgenURegistrar shall be required to issue, �ansfer or exchange any
Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the
transfer or e:cchange date; provided, however, such limitation shall not be applicable to an exchange by the
registered owner of the uncalled principal balance of a Bond.
IT IS HEREBY CERTIFIED .�ND RECITED that the issuance of this Bond and the series of which
it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and
in the issuance of the Bonds to render the same lawful and valid have been properly done and have happened
in regular and due time, form and manner as required by law; that the Bonds do not exceed any constitutional
or statutory Iimitation; and that provision has been made for the payment of the principal of and interest on
the Bonds by inevocably pledging [he Net Revenues of the System, as hereinabove recited.
,�� IN WITNESS WHEREOF, the Ciry has caused this Bond to be duly executed under its o�cial seal.
�
Mayor, Ciry of Grapevine, Texas
City Secretary, City of Grapevine, Texas
[SEAL]
�
�
41\F:IFWAMGRAJ25�S7d00�ORD AVTH '18_
07118l93:(2:03pm1
�'°°° (b) Form of Comp,tColler's R�;istration Ce:tific�te.
The following Comptrotler's Registrarion Certificate may be deIeted firom the defuutive Bonds if such
Certificate on [he Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBL:C ACCOUNTS § REGISTER VO.
OF THE STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a certificate of the Attorney General
of the State of Texas to the effect that this Bond has been examined by him as required by law, rhac he finds
that it has been issued in conformity with the Constitution and laws of the State of Texas, and thac it is a vaiid
and binding special obligation of the Ciry of Grapevine, Texas, and that this Bond has this day been
registered by me.
Wimess my hand and seal of o�ce at Austin, Texas,
Compaoller of Public Accounts of the Sta[e of Texas
,� ,
[SEALJ
(c) Form of Certificate of Pav�g Ag ne t/Registrar.
�....�
The following Certificate of Paying Agent/Regisuar may be deleted from the Initial Bond if the
Comperoller's Regisuation Certificate appears thereon.
CERTIFICATE OF PAYING/AGENT/REGISTRA.R
The records of the Paying AgendRegistrar show that the Initial Bond of this series of Bonds was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts
of the State of Texas, and that this is one of the Bonds referred to in the within-mentioned Ordinance.
Bank One, Texas, N.A.
Dated: By�
Authorized Signatory
�
�rr
s.nF:�Fn+u+�cxw3xssmornoan�vn+ -19-
m»em:�x:m��
�,,.,� fd) Form of Assi`nment.
ASSIGti�1ENT
�;,�
FOR VALUE RECENED 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
Bond and all rights hereunder and hereby irrevocably constitutes and appoincs
attorney to transfer the within Bond on [he books kept for registration hereof, with full power
of substitution in the premises.
Daced:
NOTICE: The signa[ure on [his Assignment must
Signature Guaranteed By: correspond with the name of the registered owner as it
appears on the face of�he within Bond in every
parcicular and must be guaranteed in a manner
acceptable to the Paying Agent/Registrar.
��,,�
�,.,-,
Authorized Signatory
�
(e) The Initial Bond shall be in the form set forth in paragraphs (a) [hrough (d) of this Section,
except for the following alterations:
(i) immediately under the name of the Bond, the headings "INTEREST RATE" and
�f "MATURITY DATE' shall both be completed with the words "As shown below";
I� (ii) in the first paragraph of the Bond, the words "on the Maturity Date specified above"
shall be deleted and the following will be inserted: "on Sepcember 1 in each of the years, in principal
installmenis, and bearing interest at the per annum rates in accordance with the following schedule:
Years Principal Installments Interest Rates
(Information to be inserted from schedule in Section 3.02 of this Ordinance)"
'� (iii) the Initial Bond shall be numbered T-l.
Secrion 6.03. CUSIP Registration.
�
f The City may secure identification numbers through the CUSIP Service Bureau Division of Standard
� & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face
'�ww of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the
I �.��F:�Fa+u�ncx,�zssmaaoxo�urx -20-
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��
I
Boru+�s12a11 be of no si�nificance or effect as re,ards che legality ;hereof and neither the Ciry nor bond
"'�"� cou�f'�to the Ciry are to be held responsiole for CliSIP numbecs incorrectly printed on the Bonds.
Section 6.04. i e�al Opinion.
�
'The approving legal opinion of Vinson & Elkins L.L.P., Bond Counsel, may be printed on the
reves�side of each Bond over the cenification of the City Secretary of the Ciry, which may be execu[ed in
facs�e.
� Section 6.05. Statement of Insurance.
A statement rela[in� to a municipal bond insurance policy, if any, co be issued for the Bonds may be
prin�on the reverse side of each Bond.
,�RTICLE VII
SALE AND DELNERY OF BONDS; DEPOSIT OF PROCEEDS
Section 7.01. Sale of Bonds, Official Statement.
�'a) The Bonds are hereby o�cially sold and awarded to JDit,,�•�t,L,1 L�i Q�' _.�hc. ��e
"Purdfaser") at a price equal to the principal amount thereof plus accrued interest and plus a premium of
� �--Q � . It is hereby officially found, determined and declared that the bid of said Purchaser is the
� " best�d Iowest bid submitted for the Bonds. The Bonds shall initially be registered in the name of such
Purc�ser, or its designee.
.�.. �
(b) The form and substance of che O�cial Stacement for the Bonds and any addenda, supplement
or am�dment thereco (the "OfFicial Statement") presented to and considered at this meeting, is hereby in all
respe�approved and adopted, and the Preliminary Official Statement is hereby confirmed as deemed final
as of iis date (except for the omission of pricing and related information) within the meaning and for the
purpm�s of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended, by
the�Council. The City agrees to deliver appropriate numbers of copies thereof to the Purchaser of the
Bon�. The Official Statement as thus approved and delivered, with such appropriate variations as shall be
; appre�d by the Mayor and the Purchaser of the Bonds, may be used by the Purchaser in the public offering
and sa�therevf. The use and distribution of che Official Statement in the public offering of the Bonds by
� the P!�chaser is hereby ratified, approved and confirmed. The Ciry Secretary is hereby authorized and
direc�d to include and maintain a copy of the Official Statement and any addenda, supplement or amendment
�' chere� thus approved among [he permanen[ records of this meeting. The use and distribution of the
! Preli�nary Official Statement for the Bonds and the preliminary public offering of the Bonds by the
� Purc�asers is hereby ratified, approved and confirmed.
i
� (c) All o�cers of the Ciry are authorized to execute such documents, certificates and receipts,
' to maice such elections pertaining to the tax-exempt status of the Bonds, and ro take such actions as they may
' deern appropriate in order to consummate the delivery of the Bonds in accordance with the Purchase
�
Contr�ct.
(d) The obligation of the Purchaser to accept delivery of the Bonds is subject to the Purchaser
i being furnished with the final, approving opinion of Vinson & Elkins L.L.P., Bond Counsel for the City,
! �"' which opinion shall be dated and delivered the Closing Date.
� 6.l\F:1FlN�NkGRA37S�5700010�A1f771 ''Z 1'
07JIb/9S:RC7�m1
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,.�..,..
Section 7.02. C'ontrol and Deliverv of Bonds.
(a) The �layor of the Ciry is hereby authorized to have con[rol oi the Initial Bond and all
necessary records and proceedin�s percaining thereto pending investigation, examination and approval of the
`� Attorney General of the State of Texas, regisnation by the Comptroller of Pub(ic Accounts of the State of
Texas, and registration with, and initial exchange or cransfer by, the Paying Agent/Re�istrar.
(b) After re?istration by the Comptroller of Public Accounts, detivery of the Bonds shall be made
to the Purchaser under and subject to the �eneral supervision and direction of the �layor against receipt by
the City of all amounts due to the Ciry under the terms of sale.
(c) In the event the vlayor or City Secretary is absent or otherwise unable to execute any
document or take any action authorized herein, the :1�Iayor Pro Tem and �he Assistant Csry Secretary,
respectively, shall be authorized to execute such documen[s and take such actions, and the performance of
such dudes by the Mayor Pro Tem and �he Assistanc City Secretary shall for the purposes of this Ordinance
have the same force and effect as if such duties were performed by the �tayor and City Secretary,
respectively.
Section 7.03. Deposit of Proceeds.
(a) All amounts received on the Closing Date as accrued interest on [he Bonds from the Bond
Date [o the Closing Date and premium, if any, shall be deposited to the Interest and Sinking Fund.
,,�.�� (b) The remainder of�he proceeds of the Bonds shall be deposited to a special construction fund
of the Ciry as directed by an authorized officer of the Ciry, such moneys, including the investment eamings
�
thereof, to be dedica[ed and used solely for extensions and improvements to the System.
(c) All amounts remaining in the construction fund after the completion of the project for which
the Bonds were issued, including investment earnings of the construction fund, shall be deposited to the
Interest and Sinking Fund, unless applicable law permits or authorizes all or any part of such funds to be used
for other purposes.
ARTICLE VIII
FUNDS AND ACCOUNTS
Section 8.01. �pecial Funds.
The City covenants and agrees that all revenues derived from the operation of the System shall be
kept sepazate from other funds of the Ciry. To that end, [he following special funds shall be established and
' maintained in an official depository bank of the City so long as any of the Parity Bonds are outstanding and
unpaid, to-wit:
(a) "City of Grapevine, Texas, Waterworks and Sewer System Revenue Fund," herein called
,,..,, the "Revenue Fund";
(b) "City of Grapevine, Texas, Waterworks and Sewer System Revenue Bonds Interest and
�„�„ Sinking Fund," herein called the "Interest and Sinking Fund"; and
6.I1f:1FlNAMGRAJ2S5200010RD AUTH '2'L_
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� (c) °Ciry of Grapevine, Texas. Waterworks and Sewer System Revenue Bonds Reserve Fund,"
herein called the "Reserve Fund."
+�+ Section 8.02. Revenue Fund.
All jross revenues of every nature received from che opera[ion and ownership of che System shall
be deposited from day to day as collected in[o the Revenue Fund, and che reasonable, necessary, and proper
expenses of operation and maintenance of the System shall be paid from the Revenue Fund. The revenues
of the System not accually required to pay said expenses shall be deposi[ed from the Revenue Fund into the
other funds described in this Ordinance, in the manner and amounts hereinafter provided, and each of such
funds shall have prioriry as to such deposits in the order in which they are treated in the following sections.
Section 8.03. I�lterest and Sinkin; Fnnd.
There shall be deposited into the Interest and Sinking Fund [he following:
(a) such amounts, in equal monthly installments, commencing October 1, 1995, and on the first
day of each month thereafter, as will be su�cient to pay the in[erest scheduled to come due on the Bonds and
the Previousiy Issued Bonds on the next Interest Payment Da�e, less any amounts already on deposit therein
for such purpose derived from the proceeds of the Bonds or from any other lawfully available source; and
(b) such amounts, in equal monthly installments, commencing October 1, 1995, and on the first
�,,,�
day of each monch thereafter, as will be sufficient to pay the next maturing principal of the Bonds.
The Interest and Sinking Fund shall be used to pay the principal of and interest on the Paricy Bonds
� as such principal matures and such incerest becomes due.
Section 8.04. Reserve Fund.
So long as the funds on deposit in the Reserve Fund created for the benefit of the Bonds, the
Previously Issued Bonds, and all Additional Bonds are equal to the Reserve Fund Requirement, no deposits
need to be made to the credit of the Reserve Fund; but should the Reserve Fund at any time contain less than
the Reserve Fund Requirement, then, subject and subordinate to making the required deposits co che credit
of [he Interest and Sinking Fund, the City shall transfer from the Net Revenues in the Revenue Fund and
deposit to [he credit of the Reserve Fund, on the first day of each month, a sum equal to not less than 1/60th
of the total amount then required to be maintained therein until the Reserve Fund is restored co [he Reserve
Fund Requirement. The money on deposit in the Reserve Fund may be used to pay the principal of and
interest on the Bonds at any time there are not su�cient funds on deposit in the Interest and Sinking Fund
for such purpose. The Ciry may, at its option, withdraw all surptus in the Reserve Fund over the Reserve
Fund Requirement and deposit the same in the Revenue Fund.
In accordance with the procedures specified in the preceding paragraph, the City hereby directs that
the deposits, if any, being made to the Reserve Fund be increased to accumulate in the Reserve Fund within
60 months from the date of the Bonds an amount equal to the Reserve Fund Requirement.
�'" Section 8.05. Deficiencies in Funds.
If in any month the Ciry shall fail to pay into any Fund described in t'�is Ordinance the full amounts
�""'' required, amounts equivalent to such deficiencies shall be set apart and paid into said fund from the first
available and unallocated Nec Revenues of the System for the following month or months, and such payments
� 6.t�F:lFIt7AMGRA32S52000�ORD_AVIN -'L J'
07/IS/93:(IN(�ol
�u� shall be in addition to the amoun[s otherwise required hereby to be paid into said fund during such month or
months. To the extent necessary, the Ciry shall increase the ra[es and char�es for services of the System to
make up for any such deficiencies.
Section 8.06. Excess Revenues.
The Net Revenues of the System, in excess of those necessary to establish and maintain the funds
as required by this Ordinance, or as hereafrer may be required in connection with the issuance of Addicional
Bonds, may be used for any lawful purpose.
Szction 8.07. � •�ri of Funds.
All moneys on deposit in the funds referred co in chis Article shall be secured in the manner and to
the fullest e:ctent required by the laws of the Stace of Texas for the securiry of public funds, and moneys on
deposit in such funds shall be used only for �he purposes permirted by chis Ordinance.
Section 8.08. Investment of Certain Funds.
Money in any fund established pursuant to this Ordinance may, at the option of the Ciry, be placed
in [ime deposits or certificates of deposit secured by obligations of the type hereinafter described, or may be
invesced, including investments held in book-entry form, in direct obligations of the United S[ates of
America, obligations �uaranteed or insured by the United States of rlmerica, which, in the opinion of the
A�torney General of the United States, are secured by its full faith and credit or represent its general
'"�� obligations, or invested in indirect obligations of�he United Sta�es of Arnerica, including, but no[ limited to,
evidences of indebtedness issued, insured or guaranceed by such governmental agencies as the Federal Land
�.� Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government
National Mortgage Association, United States Postal Service, Farmers Home Adminiscration, Federal Home
Loan Mortgage Associa[ion, Small Business Administration, Federal Housing Association, or Participation
Certificates in the Federal Assets Financing Trust; provided that all such deposits and investments are
authorized under applicable law and shall be made in such manner as will permit money required to be
expended from a fund to be available at the proper time or times for the purposes thereof. Such investments
shall be valued each year in terms of current market value as of the last day of the City's fiscal year. All
interest and earnings derived from deposits and invesunents in the Interest and Sinking Fund immediately
shall be credited to, and any losses shall be debited to, the Interest and Sinking Fund. All incerest and
earnings derived from deposits and investments in the Reserve Fund immediately shall be credited to and
deposited in the Revenue Fund as the same are received. All such invesunents shall be sold promptly, when
necessary, to prevent any default in connection with the Parity Bonds.
ARTICLE IX
ADDITIOIVAL PARITY BONDS
Section 9.01. Additional Paritv Bonds.
The City reserves the right to issue additional pariry revenue bonds, to be known as Additional
""""' Bonds, which when issued and delivered, shall be payable from and secured by a pledge of[he Net Revenues
of the System, in the same manner and to the same extent as the Bonds and the Previously Issued Bonds, and
the Bonds, the Previously Issued Bonds and the Additional Bonds shall be in all respects on a pariry. The
'�""` Additional Bonds may be issued in one or more installments or series; provided, however, that no installment
or series of Additional Bonds shall be issued unless:
6.I1F:�FlNMI�GRA3IS52000�0�nUTH '24- �
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�,,� (a) A cenifica[e is executed by [he �tayor and Ciry Secretary ro che effect that no default exists
in connection with any of che covenants or requirements of �he ordinance or ordinances aurhorizing che
issuance of all then Outstanding Bonds;
�
(b) A certificate is executed by the �layor and City Secretary to the effect that the In[erest and
Sinking Fund and che Reserve Fund each contains the amount [hen required to be on deposit therein:
(c) A certificate is executed by a Certified Public Accountant to the effect that, in his opinion,
the Nec Earnings of the System eicher for che last complete fiscal year of the Ciry, or for any twelve
consecutive calendar month period ending not more than ninery days prior to the passage of the ordinance
authorizing the issuance of such Additional Bonds, were at least 1-1/4 times the average annual principal and
inte:est requiremen[s for all Pariry Bonds to be outstandin� after [he issuance of the Addicional Bonds; and
the term "Net Earnings," as used in this subparagraph (c), shall mean the Nec Revenues of rhe System, but
e�cluding and not deducting any charges or disbursements which under standard accounting practice should
be charged to capital expenditures;
(d) The Additional Bonds are scheduled co ma[ure only on March 1 or September 1, and the
interest thereon is scheduled to be paid on �larch 1 and September 1; and
(e) The ordinance auchorizing the issuance of such installment or series of Additional Bonds
provides that the aggre�ate amount to be accumulated in the Reserve Fund shall be increased to an amount
equal to the average annual principal and interest requirements of all Bonds to be outstanding afrer the
issuance of said Additional Bonds. Such additional amoun[shall be so accumulated within sixty months from
�a=� the date of the Additional Bonds.
�` "' ARTICLE X
REPRESENTATIONS AND COVENANTS
Section 10.01. Payment of Bonds and Additional Bonds.
On or before February 28, 1996, and semiannually on or before the last day of February and August
thereafter while any of the Pariry Bonds are outstanding, the Ciry shall make available to the paying agent
cherefor, in funds which will be immediately available on the next succeeding business day, out of the Interest
and Sinking Fund and the Reserve Fund, if necessary, money sufficient to pay such interest on and such
principal of the Bonds as will accrue or mature or will become due by reason of redemption prior to maturity
on each March 1 and September 1, respectively. The paying agent shall destroy all paid Parity Bonds and
shall furnish the City with an appropriate certificate of cancellation or destruction.
Section 10.02. $��.
The City covenants and agrees with the holders of the Pariry Bonds, as follows:
, (a) That it will at all times charge and collect for services rendered by the System rates sufficient
,.�+ to pay all operating, maintenance, replacement and improvement expenses, and any other costs deductible
in determining Net Revenues and to pay the interest on and the principal of the Pariry Bonds, and to establish
and maintain the funds as hereinafter provided; and
�
. 6.11F:\FfNAMGRA3 3 515 20 0 010RD ANtt -'ZS_
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��, (b) That, if che System should become legally liab(e for any other indebtedness, the City will
fix and maintain races and co(lect charges for the services of the System sufficien[ to dischar�e such
indebcedness.
�
Section 10.03. Maintenance and Operation: Insurance.
While any of che Pariry Bonds are oucstan�ing, the Ciry covenants and agrees to maintain [he System
in �ood condition and operate the same in an e�cient manner and ac reasonable expense and co maintain
insurance on the System, for the beneti[ of the holder or holders of the Pariry Bonds, of a kind and in an
amount which usually would be carried by priva[e companies engaged in a similar rype of business. Nothing
in this Ordinance shall be consttued as requiring [he Ciry to expend any funds which are derived from sources
ocher than [he System, but nothing herein shall be construed as preventing the Ciry :rom doing so.
Section 10.04. Re�ords: Accounts: Acco�nting R�po s.
(a) The Ciry shall keep proper books of records and accounts, separate from all oth�r records
and accounts of the Ciry, in which complete and correct entries shall be made of all transactions relating to
the System, and shall have said books audited once each fiscal year by a Cenified Public Accoun[an[. The
Ciry agrees to operate the System and keep its books of records and accounts penaining thereto on the basis
of its currenc fiscal year; provided, however, that the Ciry Council may change such fiseal year by ordinance
duly passed. if such change is deemed necessary by the Ciry Council.
(b) Within ninery days after the close of each fiscal year hereafrer, the City will furnish, without
""``�" cost, to any holder of any outstanding Pariry Bonds who may so request, a signed or certified copy of a report
', by a Certified Public Accountant, covering the next preceding fiscal year, showing the following information:
r�..�
(i) A detailed statement of all �ross revenues of the System and all expenses of
operation and maintenance thereof for such fiscal year;
(ii) Balance shee[ as of the end of such fiscal year;
(iii) Accountant's comment regarding the manner in which the Ciry has complied with
the requirements of this Ordinance and his recommendation, if any, for any changes or improvements
in the operation of the System;
(iv) List of insurance policies in force at the end of such fiscal year, showing, as to each
policy, the risk covered, the atnount of the policy, the name of the insurer, and the expiration date;
(v) The number of properties connected with the System, and the gross revenues of the
System for such fiscal year;
(vi) The number of unmetered customers of the System at the end of such fiscal year;
(vii) The number of gallons of water through the master meter, the number of gallons of
water billed, an estimate of the number of gallons of water used for flushing mains and for fires, and
�""'" the number of unaccounted gallons of water; and
(viii) The total annual billings of the System, and the average monthly bills per customer.
�
�.nF:�Fnvnrnciwzsswoo�ono�urx -26-
mnerot:i2:a7vm)
(c) Any holder or holders uf any Pariry Bonds shall have rhe ri;ht at all reasonable times to
� inspect the System and ail records, accounts and data of che Ciry relatin� th�reto.
�
Section 10.05. Further Covenants.
The Ciry hereby further covenants and agrees as follows:
(a) It has the lawful power co pled;e the Net Revenues to che payment of the Bonds and has
lawfully exercised said power under che Consticuciun and laws of the State of Texas; that the Bonds,
Previously Issued Bonds and Additional Bonds, when issued, shall be ra[ably secured under such �iedge in
such manner that one Pariry Bond shall have no preference over any other Parity Bond of said issues.
(b) That ocher than for the payment of the Previously Issued Bonds and the Bonds, Net Revenues
of che System are not in any manner now pledged to che payment of any deb[ or obli�ation of the City or of
the System except for any debt or obligation which has a pledge of the Net Revenues subject and subordinace
to the pledge of the Net Revenues associated with the Parity Bonds.
(c) So long as any Bonds, Previously Issued Bonds or Additional Bonds or any interesc thereon
are outstanding, the Ciry will not sell or encumber the physical properties of the System or any substantial
parc thereof: provided, however, this covenant shall not be construed to prohibit the sale of such machinery
or other properties or equipment which has become obsolete or otherwise unsuited to the e�cient operation
of che System.
,�-.� (d) No free service of the System shall be allowed, and should the Ciry or any of its agencies
or instrumentalities make use of the services and facilities of che System, payment of the reasonable value
�
thereot shall be made by the Ciry out of funds from sources other than the revenues and income of the
System.
(e) That it will comply with all of the terms and conditions of any and all franchises, permits
and authorizations applicable to or necessary with respect to the System, and which have been obtained from
any governmental agency; and the Ciry has or will obcain and keep in full force and effect all franchises,
permits, authorizations and other requirements applicable to or necessary with respect to the acquisition,
construction, equipment, operation and maintenance of the System.
(fl That it will not grant any franchise or permit the acquisition, construcuon or operation of
any compecing facilicies which might be used as a substitute for the System's facilities, and, to [he extent that
it legally may, the Ciry will prohibit any such competing facilities.
(g) No impact fees assessed pursuant to Chapter 395, Texas Local Government Code, as
amended, shall be used or expended in connection with an imQrovement or expansion of the System that is
not identified in a capital improvements plan adopted in accordance with said Chapter.
Section 10.06. Amendments.
(a) The Ciry aclmowledges that che covenancs and obligations of the City herein contained are
�,,,,, a material inducement [o the purchase of the Bonds. This Ordinance shall constitute a contract with the
Owners of any Series 1995 Bond from time to time, shall be binding on the Ciry, and shall not be amended
or repealed by [he City so long as any Series 1995 Bond remains oucstanding, except as permitted in this
�,,,, Section.
� 4i\F:\FlNAMGRA32S320WiORD AUTH '27_
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� _ (b) The Ciry may, without the consent of or nctice to any Owners of Series 1995 Bond, from
time to time and at any time, amend chis Ordinance in any manner not detrimen[al co [he interests of the
Owners of any Bonds, including �he curinQ of any ambiguiry, inconsistency, or formal defect or omission
herein.
(c) In addition, the Ciry may, with the written consenc of Owners of Bonds owning a majoriry
in aggregate principal amount of the Bonds chen oucstanding and affecced thereby, amend, add to or rescind
any of the provisions of this Ordinance; provided that, without the consent of all Owners of outstanding
Bonds, no such amendment, addition or rescission shall (i) extend the time or times of paymenc of the
principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, che redemption
price cherefor or the rate of interest thereon, or in any other way modify the cerms of payment of the orincipal
of, premium, if any, or interest on the Bonds. (ii) �ive any preference to any Bond over any othe: Bond, or
(iii) reduce che ago e�ate principal amoun[ of Bonds required �or consent to any such amendment, addition
or rescission.
Section 10.07. Provisions Concernin�ederal Income Tax Exc(usion. The Ciry intends that the
interest on the Bonds shall be excludable from gross income for purposes of federal income taxacion pursuant
to sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and
applicable reb lations. The City covenants and agrees not co [ake any action, or knowingly omi[ to take any
action within its control, that if taken or omitted, respectively, would cause the interest on the Bonds 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 [o comply with each requirement of
this Article X; provided, however, that the Ciry shall noc be required to comply with any panicular
� � requirement of this rlrt:cie X if che City has received an opinion of nationally recognized bond counsel
("Counsel's Opinion") that such noncompliance will not adversely affect the exclusion from gross income
for federal income tax purposes of interest on the Bonds or if the Ciry has received a Counsel's Opinion to
� the effect that compliance with some other requirement set forth in this Article X will satisfy the applicable
requiremen[s 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 X.
Section 10.08. Use of Proceeds. The Ciry covenants and agrees that its use of the Net Proceeds of
the Bonds (as hereinafter defined) will at all times satisfy the following requirements:
(a) The Ciry will use all of the Net Proceeds of the Bonds for the purposes specified in Section
3.01. The City will limi[the amount of original or investment proceeds of the Bonds 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 agoregating no more than ten percent of the Net Proceeds of the Bonds ("private-use
proceeds"). For purposes of this Section, the term "person" includes any individual, corporation, parcner-
�` ship, unincorporated association, or any other entiry capable of carrying on a trade or business; and the [erm
"trade or business" means, with respect to any natural person, any activiry regularly carried on for profit and,
with respect to persons other than natural persons, any activity other than an activiry carried on by a
govemmental unit. Any use of proceeds of the Bonds 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;
„r�, (b) The City will not permit more than five percent of the Net Proceeds of the Bonds to be used
in the [rade or business of any person other than a governmental unit if such use is unrelated to the
governmental purpose of the Bonds. Further, the amount of private-use proceeds of the Bonds in excess of
� five percent of[he Net Proceeds of the Bonds ("excess private-use proceeds") will not exceed the proceeds
6.1\F:�FlNAMGRA32SS2WO�ORD AU�7i �'28_
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�•«#°� of the Bonds expended for the governmen[al purpose of the Bonds co which such excess private-use proceeds
rela[e; and
�.„, (c) The Ciry will not permit an amount of proceeds of the Bonds exceeding the lesser of (i)
�S,t)00,000 or(ii) five percent of the Ne[ Proceeds of che Bends to be used, directly or indirectly, to finance
loans ta persons other than governmental units.
When used in chis Article X, the term Net Proceeds of the Bonds shall mean che proceeds from the sale of
the Bonds. inciuding investment earnings on such proceeds, less accrued interest with respect to each issue.
Section 10.09. No Federal Guarantv. 1'he Ciry covenants and agrees no[ to [ake any action, or
!rnowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause the
Bonds to be "federally guaranteed" wichin the meaning of section 149(b) of the Code and applicable
re;ulations chereunder, excep� as permitted by section 149(b)(3) of the Code and such re�ulations.
Section 10.10. Bonds are not Hedg,g Bonds. The Ciry covenants and agrees �hat not more than �0
percenc of the proceeds of the Bonds will be invested in nonpurpose invesunents (as defined in
section 148(�(6)(A) of the Code) having a substantially �uaranteed yield for four years or more within the
meaning of section 149(g)(3)(A)(ii) of�he Code, and the Ciry reasonably expects that at teast 85 percent of
the spendabte proceeds of�he Bonds will be used �o carry out the �overnmental puiposes of the Bonds within
che three-year period beginning on the date the Bonds are issued.
Section 10.11. No-Arbitrag� Covenant. The Ciry shall certify, through an authorized officer,
'�"" employee or agent that based upon all facts and estimaces known or reasonably expected to be in existence
on the date the Bonds are deiivered, the Ciry will reasonably expect that the proceeds of the Bonds will not
�� be used in a manner that would cause [he Bonds to be "arbitrage bonds" within the meaning of section 148(a)
of the Code and applicable regulations thereunder. Moreover, the Ciry covenancs and agrees that it will make
, such use of the proceeds of the Bonds including interest or other investment income derived from Bond
proceeds, regulate investments of proceeds of the Bonds, and take such other and funher action as may be
required so that the Bonds will not be "arbi[rage bonds" within the meaning of section 148(a) of the Code
and applicable regulations thereunder.
' Section 10.12. Arbitra�e Rebate. The Ciry will take all necessary steps to comply with the
� requirement that certain amounts earned by the City on the investment of the "gross proceeds" of[he Bonds
(within the meaning of section 148(�(6)(B) of the Code), be rebated to the federal govemment. Specifically,
the City will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be
required to calculate the amount earned on the investment of the�ross proceeds of the Bonds separately from
records of amounts on deposit in the funds and accounts of the City allocable to other bond issue of the City
or moneys which do not represent gross proceeds of any bonds of the Ciry, (ii) calculate at such times as are
required by applicable regulations, the amount earned from the investmen[of the b oss proceeds of the Bonds
which is required to be rebated [o the federal government, and (iii) pay, not less often than every fifth
anniversary date of the delivery of the Bonds or on such other dates as may be permitted under applicable
regulations, all amounts required to be rebated to the federal government. Further, the Ciry will not
indirectly pay any amount otherwise payable to the federal govemment pursuant to the foregoing
requirements to any person other than the federal ?overnment by entering into any investment arrangement
"""""" with respect to the gross proceeds of the Bonds that might result in a reduction in the amount required to be
paid to the federal government because such arrangement results in a smaller profit or a larger loss than
would have resulted if the anangement had been at arm's length and had the yield on the issue not been
�""' relevant to either party.
� 6.I1F:IFlNAMGRA77.A5200010RD AUTFi _29_
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Section 10.13. Informa[ion Reportin�. The Ciry covenan[s and agrees to file or cause to be filed
� with the Secretary of the Treasury, not later li'�an the l�ch day of the second calendar month after the close
of the calendar quarter in which the Bonds are issued, an information statement concerning the Bonds, all
�
under and in accordance wich section 149(e) of�he Code and applicable regulations chereunder.
Section 10.14. oncinu'ng Oblig ca ion. Notwithstanding any other provision of this Ordinance, the
City's obligations under the covenants and provisions of this Article X shall survive the defeasance and
dischar�e of the Bonds.
ARTICLE XI
DEFAULT A1�tD REMEDIES
Section 11.01. RPmedies in Event of DefaLlt.
{a) In addition to all �he rights and remedies provided by the laws of che State of Texas, the Ciry
covenants and agrees particularly that in the event che Ciry (i) defaults in payments to be made to the Interest
and Sinking Fund and Reserve Fund as required by this Ordinance or (ii) defaults in the observance or
performance of any other of�he covenants, conditions or obligations set forth in this Ordinance, the Owner
of any Pariry Bond shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling
and requiring the Ciry Council and other o�cers of the Ciry to observe and perform any covenant, condition
or obligation prescribed in this Ordinance.
�
(b) No delay or omission to exercise any right or power accruing upon any default shall impair
any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein,
� and every such right and power may be exercised from time to time and as often as may be deemed
expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the
specification of such remedies shall not be deemed to be exclusive. Notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy
under this Ordinance.
ARTICLE XII
DISCHARGE
Section 12.01. p.i cs har�e.
(a) Any Parity Bond shall be deemed to be paid, retired, and no longer outstanding within the
meaning of this Ordinance when payment of the principal and interest thereon to its due date (whether such
due date be by reason of maturity, redemption or otherwise) either (i) shall have been made or caused to be
made in accordance with the terms thereof(including the giving of any required notice of redemption), or
(ii) shall have been provided by irrevocably depositing wirh, or making available to, a paying agent therefor,
in trust and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payments,
,� or (B) Government Obligations, as hereinafter defined in this Section, certified by an independent public
accounting firm of national reputation to mature as to principal and interest in such amounts and at such times
as will insure �he availabiliry, without reinvestment, of sufficient money to make such payment, and all
�,;,,�, necessary and proper fees, compensation and expenses of such paying agent penaining to the Parity Bonds
with respect to which such deposit is made shall have been paid or the payment thereof provided for to the
� 6.11F:1FlNAMGRA72A52W0\ORD AUTN -30-
mnam:cz-o�nm�
,�,...�, satisfaction of such paying agen[. At such times as a Pariry Bund shall be deemed to be paid hereunder, as
aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or a lien on or pledge
of the Net Revenues, and shall be entitied to payment so(ely from such money or Government Obligations.
(b) Thac money so deposiced wich a paying agenc may, at the direction of[he Ciry, be invested
in Government Obli?ations maturing in the amounts and times as hereinbefore se[ forth, and all income from
all Government Obligations in the hands of the paying agenc pursuant to this Seccion which is not required
for the Qayment of the Pariry Bonds, and interest thereon, with respect to which such money has been
deposited, shall be delivered to che Ciry or deposi[ed as directed by the Ciry.
(c) That the City covenants tha[ no deposic will be made or accepted under subsection (a) and
no use made of any such deposit which would cause the Pariry Boncis to be treated as "arbicraae bonds"
within the meaning of Section 148 of the Code.
(d) That, for the purpose of this Section, the term "Government Obligations" shall mean direct
obligations of[he United States of America, including obiigations, the principal and interest of which are
unconditionally guaranteed by the linited Sta[es of America, which may be United States Treasury obligations
such as its Sta[e and Local Government Series, and which may be in book-entry form.
ARTICLE YIII
CONTINliING DISCLOSURE UNDERTAKING
.�,.�
Section 13.01. Annual Repons.
(a) The Ciry shall provide annually to each NRMSIR and to any SID, wirhin six(6)months after
the end of each fiscal year ending in or after 1996, financial information and opera[ing 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(ii) audited, if the Ciry commissions an audit of such
statements and the audit is completed within che period during which they must be provided. If the audit of
such financial statements is not complece within such period, then the Ciry 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. Thereafrer, 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 Ciry changes its fiscal year, it will notify each NRMSIR and ar.y SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the Ciry otherwise would be
required to provide financial information and operating data pursuant to this Section.
(c) The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that theretofore
has been provided to each NRMSIR and any SID or filed with the SEC.
�
�
5.1lF:lFlNAMGRA1251520W�ORD�UTH _31-
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�...m Section 13.02. M�cerial Event Notices.
{a) The Ciry shall nocify any SID and either each NRMSIR or che MSRB, in a timely manner,
,,,�,,, of any of the following events with respect to the Bonds, if such event is material wichin the meaning of the
federal securities laws:
(i) principal and interest payment delinquencies
(ii) nonpayment related defaults;
(iii) unscheduled draws on debt service reserves reflecting tinancial difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial di�culties;
(v) substitution of credit or liquidity providers, or cheir failure to perform;
(vi) adverse tax opinions or events affecting the tax exempt scacus of the Bonds;
(vii) modifications co rights of Owners;
(viii) bond calls;
(ix) defeasance;
�•�
(x) release, substitution, or sale of property securing repayment of the Bonds; and
�
(xi) rating changes.
(b) The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the City to provide financial information or operating data in accordance with Section 14.01
of this Ordinance by the time required by such Section.
Section 13.03. i.imitationa Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this Article
for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds
within the meaning of the Rule, except that the City in any event will give notice of any deposic made in
accordance with Article XII that causes Bonds no longer to be Outstanding.
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners
of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable
right, remedy, 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 Ciry's financial results, condition, or prospects or hereby
� undertake to update any information provided in accordance with this Article or otherwise, except as
expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any fucure date.
�
6.1\F:IFQIAMGRA37S53000\ORD AUTH '32'
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UNDER 1`�O CIRCUMSTANCES SH�LL THE CITY BE LI�.BLE TO THE OWNER OR
�� BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSOIV, IN COIVTRACT OR TORT, FOR
DA��IAGES RESULZ'ING IN WHOLE OR IN PART FROM ��Y BREACH BY THE CITY, WHETHER
NEGLiGENT OR WITHOUT FAULT ON ITS PART, OF A:vY COVENANT SPECIFIED IN THIS
`� ARTICLE, BUT EVERY RIGHT AND REvIEDY OF ?u'VY SUCH PERSON, IN CONTRr�CT OR TORT,
FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MAi�iDAMUS OR SPECIFIC PERFOR'VIANCE.
(c) No default by the Ciry 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�his Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise timit the
duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the Ciry firom time to time to adapt to
changed circumstances that arise from a chan�e in legal requirements, a change in law, or a change in [he
identiry, nature, status, or rype of operations of the Ciry, but only if(1) the provisions of�his Anicle, as so
amended, would have permitted an underwriter to purchase or sell Bonds in�he primary offering of the Bonds
in compliance with [he Rule, taking into account any amendments or interprecations of the Rule to the date
of such amendment, as well as such changed circumstances, and (2) either (a) the Owners of a majoriry in
aggregate principal amvunt (or any greater amount required by any other provisions of this Ordinance that
authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is
unaffilia[ed with the Ciry (such as nationally recognized bond counsel) determines tha[ such amendment will
.� � not materially impair the interests of the Owners and beneficial owners of the Bonds. If the Ciry so amends
the provisions of this Article, ic shall include with any amended financial information or operating da[a nert
provided in accordance with Section 13.01 an explanation, in narrative form, of [he reasons for the
�"" amendment and of che impact of any change in the type of financial information or operating data so
provided.
(fl Any obligation to the Ciry to espend funds pursuant to the provisions of this Article shall be
subject to the appropriation of said funds by the Ciry Council from sources of funds legally available for such
purpose.
ARTICLE XN
EMERGENCY
Section 14.01. Emergencv.
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
consritutes an emergency and creates a necessiry for the immediate preservation of the public peace, properry,
health and safery of the citizens of the Ciry 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 Ciry.
Wrrr
6.l\F:IFQJAMGRA.I2513200010RD AlffH. _3^3_ ..
07118/9S:R:OlPm1
EYHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
�
The following information is referred to in Article XII of this Ordinance.
Annual Financial Statemeuts and Operating Data
The financial information and operating data with respect to [he City to be provided annually in
accordance with such Section are as specified (and included in the Appendix or ocher headings of the Official
Statement referred to) below:
1. The portions of the financial statements of the Ciry appended to the Official Statemenc as
Appendix B, but for the most recently concluded fiscal year.
2. Statistical and financial data set forth under the caption "Selected Financial Information" and
in Tables 1-9, inclusive.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes to the financial statements referred to in Paragraph 1 above.
�
�
�
�
s.��F:�rv+,w�cw�zssmomonn�urx EXhibi[A-1
mnaros:cxo3��
FINALLY ADOPTED, APPROVED AND EFFECTIVE this 18th day of July, 1995.
,
,��� �
Mayor, City of Grapevine, Texas
ATTEST:
City ecretary, ity o pevine, Texas
[SEAL]
APPROVED AS TO FORM AND LEGALITY
�,
City Attorney, City of Grapevine, Texas
,
�,.,.,;
� 6.Ilf:\F7NAMGRA32515).b00�0�AUTH Exhibit A-2
07lIB/95:(2:03pm)
,. , CERTTrTC-�TE FOR (�RDi�I�,NC�
I, che undersigned Ciry Se�recary of the Ciry of Grapevine,Texas, hereby certify as
foilows:
1. The Ciry Council of said Ciry convened in Rewlar Session on July 18, 1995, a�
the location specified in the public notice of said meetin;, and the roll was called of tiie duly �
constituted officers and members of said Ciry Council, to-wit: '
William D. T'ate, �lavor
T'ed R.Ware, �fayor Pro Tem
C. Shane Wilbanks. Councilmembe:
Sharron Spencer, Councilmember
Clydene Johnson, Counciimember
Jerry L. Pittman, Councilmember
Gil Traverse, Councilmember
and a(1 of said persons were present, esceot for the followin�: ,Mayor Pro Tem Ware ; thus
constitutin� a quorum. Whereupon, amonQ ocher business, the fo(lowing was transacted at said meeting:
a wrirten Ordinance entitled r��i ORDIN��iCE OF THE CITY COLNCIL OF THE CITY OF
�"' " GRAPEVI�IE, TE:�4S, AliTHORIZIPiG THE ISSU��iCE AND S�L.E OF CITY OF
GR.=�PEVINE,TEXAS, WATERWORKS :�ti`D SEVV�ER SYSTEM REVENVE BON'DS, SERIES
w,�-�. 199�, IN THE AGGREGATE PRINCIP:aL, AiVIOtTNT OF �3,840,000; PROVIDING FOR THE
SECURITY FOR A1�1D PaYVIENT OF SAID BON�S; APPROVIIvG THE OFFICIAL
STATEMENT; ��1D ENACTNG OTF-�R PROVISIONS RELATING THERETO was duly
introduced for considezation of said Ciry Council. It was then duly moved and seconded that said
Ordinance be passed; and, after due discussion, said motion, carrying with it the passage of said
Ordinance, prevailed and carried by the followin; vote:
;�yEg: 6 NOES: o ABSTENTIONS: o
2. A true, fiill and correct copy of the aforesaid Ordinance passed at the meeting described
in the above and ioregoing paragraphs is attached to and follows this Certificate; said Ordinance has
been duly recorded in the official minutes oi said City Council; the above ana foregoing paragraph
is a true and correct escerpt from said minutes of said meeting pertaining to the passage of said
Ordinance; the persons named in the above and foregoing paragraph, at the time of said meeung and
the passage of said Ordinance, were the duly chosen, qualified and acting officers and members of
said City Council as indicated thezein; each of said officezs and membezs was duly and sufficiently
notified officially and personally in advance, of the time,place and purpose of the aforesaid meeting
and that said Ordinance would be introduced and considered for passa�e at said me�ring, and each
'""""' of said officers and members consented in advance to the holding of said meeting for such purpose;
and said meeting was open to the public, and public notice of the time, place and purpose of said
� meeting was �iven, all as required by Vemon's Ann. TeYas Government Code, Se�tion »1.041, as
amended.
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o�nrntia�v��
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SIGV�D A1�tD SE.�I.ED this 18th day of .lulv, 1995.
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City Secretary, City rapevine. Texas
[CITY SEAL]
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