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HomeMy WebLinkAboutORD 1994-095 ������ � ORL3ZNANCE NO. 94-95 BOND ORDINANCE S�, aio, 000 � „,�. CITY OF GRAPEVINE, TEXAS -- GENERAI� OBLIGATION 84NI7S, SERIES 1.994 Dated: November 1, 1994 Adopted: November 25, 1994 � �rriw► BAB-HSBF391•Z �, TABLE OF CONTENTS � Page Recitals . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTZCLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS ' Section 1. 01. Definitions . . . . . . . . . . . . . . . . 2 Section 1. 02 . Findings . . . . . . . . . . . . . . . . 3 Section 1. 03 . Table of Contents, Titles and Headings . . . 3 Section 1 . 04 . Interpretation . . . . . . . . . . . . . . . 3 ARTICLE II SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section 2 . 01. Tax Levy . . . . . . . . . . . . . . . . . . 4 ARTICLE III ,�_.,., AUTHORIZATION; GENERAL TERMS AND PROVISIONS �,...�, REGARDING THE BONDS Section 3 . 01. Authorization . . . . . . . . . . . . . . . 4 Section 3 . 02 . Date, Denomination, Maturities and Interest 5 �- Section 3 . 03 . Medium, Method and Place of Payment . . . . 6 Section 3 . 04 . Execution and Registration of Bonds . . . . 7 Section 3 . 05 . ownership . . . . . . . . . . . . . . . . . 8 Section 3 . 06 . Registration, Transfer and Exchange . . . . 8 Section 3 . 07 . Cancellation . . . . . . . . . . . . . . . . 9 . .. Section 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-Entry Only System . . . . . . . . . 12 Section 3 . 12 . Payments to Cede & Co . . . . . . . . . . . 12 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4 . 01. Limitation on Redemption . . . . . . . . . . 13 Section 4 . 02 . Optional Redemption . . . . . . . . . . . . 13 Section 4 . 03 . Partial Redemption . . . . . . . . . . . . . 13 ,+� Section 4 . 04 . Notice of Redemption to Owners . . . . . . . 13 Section 4 . 05. Payment Upon Redemption . . . . . . . . . . 14 Section 4 . 06. Effect of Redemption . . . . . . . . . . . . 14 � BAB•HBBF.391-2 �l� �«, ,, ARTICLE V � � PAYING AGENT/REGISTRAR Section 5. 01. Appointment of Znitial Paying Agent/Registrar 15 Section 5. 02 . Qualifications . . . . . . . . . . . . . . . 15 Section 5 . 03 . Maintaining Paying Agent/Registrar . . . . . 15 Section 5. 04 . Termination . . . . . . . . . . . . . . . . 15 Section 5. 05. Notice of Change to Owners . . . . . . . . 15 Section 5. 06 . Agreement to Perform Duties and Functions �. 15 Section 5. 07 . Delivery of Records to Successor . . . . . . 16 ARTICLE VZ FORM OF THE BONDS Section 6. 01. Form Generally . . . . . . . . . . . . . . . 16 Section 6 . 02 . Form of the Bonds . . . . . . . . . . . . . 16 Section 6. 03 . CUSIP Registration . . . . . . . . . . . . . 22 Section 6 . 04 . Legal Opinion . . . . . . . . . . . . . . . 22 Section 6 . 05 . Statement of Insurance . . . . . . . . . . . 22 ARTICLE VII ,�F=, SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS �°"'"' Section 7 . 01. Sale of Bonds, Official Statement . . . . . 22 Section 7 . 02 . Control and Delivery of Bonds . . . . . . . 23 ... Section 7 . 03 . Creation of Funds . . . . . . . . . . . . . 23 Section 7 . 04 . Deposit of Proceeds . . . . . . . . . . . . 24 Section 7 . 05 . Interest and Sinking Fund . . . . . . . . . 24 Section 7 . 06 . Construction Fund . . . . . . . . . . . . . 24 ARTICLE VIII INVESTMENTS Section 8 . 01. Investments . . . . . . . . . . . . . . . . 24 Section 8 . 02 . Investment Income . . . . . . . . . . . . . 25 ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9 . 01. Payment of the Bonds . . . . . . . . . . . . 25 Section 9 . 02 . Other Representations and Covenants . . . . 25 � ARTICLE X DEFAULT AND REMEDIES . '�"" Section 10. 01. Events of Default . . . . . . . . . . . . . . 27 Section 10. 02 . Remedies for Default . . . . . . . . . . . 27 Section 10. 03 . Remedies Not Exclusive . . . . . . . . . . 27 BAB-HBBF.391-2 (ii) �::� ARTICLE XI �' DISCHARGE Section 11. 01. Discharge by Payment . . . . . . . . . . . 28 Section 11. 02 . Discharge by Deposit . . . . . . . . . . . 28 ARTICLE XII EMERGENCY Section 12 . 01. Declaring an Emergency . . . . . . . . . . 30 EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . 3 0 �� �� � � BAB-HBBF.391•: (111) , y Im":::,..�, AN ORDINANCE PRQVIDING F4R THE ISSUANCE OF CITY OF GRAPEVZNE, "`"" TEXAS, GENERAL OBLIGATZ4N BONDS, SERIES 1994 , IN THE AGGREGATE PRINCIPAL AMOUNT OF $'7,210, 000; LEVYING A TAX IN PAYMENT THEREOF; APPRC?VING THE EXECUTIa2J AND DISTRIBUTZ4N 4F AN OFFICIAL STATEMENT; ENACTING OTHER PROVISIONS RELATING THERETQ; AND DECLA�:2ING AN EMERGENCY WHEREAS, in accordance with the Constitution and the law� of the State of Texas, band elections were held in the City of Grapevine, Texas (the "City") , on December 3 , 1988, and March 28, 1992 , respectively, wherein bonds for permanent improvements were duly and favorably voted; and WHEREAS, a� said elections, the following were amang the purposes and amounts of general obligation bonds authorized; the amounts previously issued far said purposes pursuant to the voted autharizations; �he amounts therefrom being issued pursuant to this �rdinance (the "�rdinance"} ; and the respective balances that remain unissued for the indicated purposes after the issuance of the bands herein authorized, ta-wit; � Amount Amount E2ectian Amount Previously Being Unissued � . Purpase Da�e Voted Issued Zssued Balance Streets 12/3/88 $22 , 570, Og0 $18 , 450, 400 $ -0-- $4 , 120, 000 Streets 3/28/92 513 , 600 , OOQ $ 2 , 905 , 000 $7, 210, 000 $8, 485, 000 WHEREAS, the C�ty Caunc�I hereby finds, determines and declares that it is nece�sary and in the best interests of the City , ._ and its citizens that i� authorize by this 4rdinance the issuance and delivery of bonds for the construction af the improvements contemplated herein at th� earli.est date; and WHEREAS, the meeting at which this Ordinance is cansidered is open to the public as required by law, and the public natice of the time, place and purpose of said meeting was given as requireci by Chapter 551, Texas Government Code, as amerided; therefore BE IT ORDAZNED BY THE CITY COUNCIL OF THE CITY OF GR.APEVINE, TEXAS: � w�rw BAS-HBSF.391-2 ', . ��� ARTICLE I � DEFINITIONS AND QTHER PRELIMINARY MATTERS Section 1. 01. Definitions. Un2ess otherwise express2y provided ar unless the context clearly requires otherwise in this Ordinance, the follawing terms sha3l have the meanings specified belaw: '�gond" means any af the Bands. "Bond Date" means the date designated as the date of the Bonds by Section 3 . 02 (a) of this Ordinance. "Bonds" means the City' s �onds au�.horized to be issued by Section 3 . 01 of this Ordinance and designated as "City of Grapevine, Texas, General Qbl.igation Bands, Series 1994, " in the aggregate principal amount authorized in Section 3 . 01 hereof. "Closing Date" means the date of the initial delivery af and payment for the Bonds. ��*° "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, publa.shed ru3ings and court �.w decisians. "DTC" shali mean The Depository Trust Company of New Yc�rk, New _. Yark, or any successar securities depository. "DTC Participant" shall mean brokers and dealers, banks, trust campaniss, clearing carporatians and certain other arganizations on whose behalf DTC was cre�ted to hold securities to facilitate the . . clearance and settlement af s�curitie� transactions among DTC Participants. "Event o� Default" means any event of clefau2t as defined in Sectiori 10. 01 of this Ordinance. "Initial Bond" mean� the Bond autharized by Section 3 . 04 of this Ordinance. "Interest and Sinking Fund"' means the in�Gerest and sinking fund established by Section 2. 0� of this 4rdinance. "Interest Fayment Date" means the date or dates on which interest on the Bonds is scheduled to be paid until their ,�, respective dates of maturity or p=iar redemptiQn, such date� being February 15 and August 15, commencing February 15, 2.995. � "Maturity Date" means the dat� specified in Section 3 . 02 hereof on which the principal oE the Bonds is due and payable. BAB-tiBBF,391� 2 ....� '"Owner" means the person wha is the registered awner of a Bond � or Bands, as shown ir� the Register. "Paying Agent/Registrar" means initially Bank One, Texas, N.A. , Fort Worth, Texas, or any successor thereta as pravided in this Ordinance. "Record Date" means the last business day of t�he month next preceding an Interest Payment Date. "Register" means the Register specified in Section 3 .06 (a) of this �rdinance. "Special Record Date" means that special record date established pursuant to Section 3 . 03 (f) hereof. "Unclaimed Payments" means money deposited with the Paying Agent/Registrar far the payment af principal of or interest on the Bonds as the same came due and payable and remaining unclaimed by the Owners of such Bonds for ninety (90) days after the applicable payment ar redempti4n da�e. Sectian 2. 02 . Findiric�s. '� � The declarations, determinations and findings declared, made and faund in the preamble to this Ordinance are hereby adapted, � ,,� re�tated and made a part of �he operative provision� hereof. Section 1. 03 , Table of Contents , Titles and Headinqs. The table of contents, ti.tles and headings c�f the Articles and Sectians of this Ordinance have been inserted for convenience of reference only and are not ta be considered a part hereof and shall not in any way madify or restrict any of the terms or provisions � �� hereof and shall never be consid�red ar giv�n any effect in canstruing this Ordinance or any provisian hereof or in c�sce�'taining .intent, if any guestian of intent should arise. Section 1. 44 . Inter�retation. (a) Unless the context requires otherwise, words af �he masculine gender shall be construed to include corre3ative words af the feminine and neuter genders and vice versa, and words af the singular number shall be construed ta include carrelative wards af the plural number and vice versa. (b) This Ordinance and a11. the terms and praviszons hereof shall be liberally canstrued to effectuate the purposes set forth '"""""' herein. ilwrr BAB-i�iBBFa91-2 � �� ARTICLE II � SECURITY FOR THE BONDS; INTEREST AND SINKING FUND Section 2 . 02, Tax LeW. (a) Pursuant ta the autharity granted by the Texas Constitution and the laws of the State of Texas, there shall be levied and there is hereby levied far the current year and for each succeeding year hereafter while any of the Bonds or any interest therean is outstandirrg and unpaid, an ad valorem tax on each one hundred dollars valuation of taxable property within the City, at a rate sufficient, within the limit prescribed by law, to pay the debt service requirements of the Bonds, being {i} the interest an the Bonds, and (ii) a sinking fund far their redemption at maturity ar a sinking fund of two percent {2�} per annum {whichever amount is greater) , when due and payable, full allowance being made for delinquencies and costs af collection. (b) The ad valorem tax thus levied shall. be assessed and collected each year against all property apgearing on the tax rolls of the City most recently approved in accordance with law and the money thus collected sha31 be deposited as cal.lected ta the ,�,�, Interest and Sinking Fund. (c) Said ad valorem tax, the collections therefrom, and a21 �-� amoun�s an deposit in or required hereby to be deposited to the Znterest and Sinking Fund are hereby pledged and cammitted irrevocably to the payment of the principal of and interest on the "�" Bonds when and as due and payable in accordance with thei.r terms and this Ordinance. (d) If the lien and provisions of this Ordinance shail be released in a manner permitted by Article XI hereof, then the � -- collection of such ad valorem tax may be suspended or apprapriately reduced, as the facts may permit, and further deposits to the InteZ'est and S1.nking Fund may' be susperzded vr appraprialc.e3y reduced, as the facts may permit. In determi.ning the aggregate principal �mount of outstandinq Bonds, there shall be subtracted the amount of any Bands that have been duly called for redemption and for which money has been deposi�ed with the Paying Agent/Registrar far such redemption, ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISZONS REGARDING THE BONDS � Section 3 . 01. Autharization. . � The City' s bond� ta be designated "City of Grapevine, Texas, Ger�eral abligation Bands, Series 1994, " are hera}ay authori2ed to be i�sued and delivered in accardance with the Constitution and laws BA8-HBBF.391? 4 ���.�, of the State of Texas, including specifically Article 1175, V.A.T.C.S. , as am�nded, and the Charter of the City. The Bonds �' shall be issued in the aggregate arigina3 principa3 amaunt af $7,210, 000, far the purposes of providing funds to (i) pay the costs of issuing the Bonds and (ii} canstruct permanent public i.mprovements, to wit: constructing, reconstructing, impraving, repairingr developing, e�ending and e�anding streets, thorouqhfares, alleys, sidewalks, and other public ways of the City, including related starm drainage facilities and impravements, signalixation and ather traffic controls, street lighting, and the acquisition of any needed rights-af-way therefor (the "Project") . Sectian 3 . 02 . Date, Denamination, Maturities and Interest. (a) The Bonds shall be dat�d Navember l, 1994 � shall be in fu12y registered farm, withaut coupans, in the denomination of $5, 000 or any integral multiple thereof, and shail be numbered separately fram one upward, except the Bond, which shall be nwabered T-l. {b) The Bands shaZl mature on February 15 in the years and in the principal amouz�ts and shall bear interest as set forth in the fai2awing schedu3e. ""� �` Frincipal Interest Years Installments Rates �_,� 1995 $275, 000 8.80& 1996 185, OOQ 8.80� -- 1997 200, 4Q0 8.$0$ 1998 220, 000 8 . $0$ 1999 225, 000 8 .80$ 2000 235, 000 8.80� 2001 250, OOq 8 . 84� ' �� 2002 270, f}00 8.8Q$ 2003 285, 000 8 .$0$ 2004 3QO, OOC1 $.8Q$ aoo5 sao, oao g.so� aoo6 340, 000 �.so� 2007 365, 000 6.40� 2008 38�, Oq0 6.50� 2009 410,000 6. 60� 2010 435, OQq 6.25� 2011 450, 4Q0 5.$0$ 2012 490, 000 5.80� 2013 520,000 5.80$ 2014 555,400 5.80� 2015 595, OOQ 5.80� � . (c) Interest shall accrue and be paid on each Bond respectively until its maturity or prior redemption, from the later i,�,,,,, of the Bond Date or the most recent Interest Payment Date to which interest has been paid or provided for at the rates per annum for each respective maturity specified in the schedule cantained in SAB-HBBF391-2 5 . , �,,� subsection (b) abave. Such interest shall be payable semiannually � an each February 15 and August I5, cammencing February 15, i995. Snterest on the Bonds shall be calculated an the basis af a 360-day year composed of 12 months of 3Q days each. Section 3 . 03 . Medium, Methad and Place of Payment. {a) The principal of and interest an the Bonds shall be paid in lawful money of the Unit�ed States of America. {b} Interest on the Bands shall be payable to the Owners as shown in the Register at the close of business on the Recard Date. (c) Interest on the Bonds shall be paid by check, dated as of the Znterest Payment Date, and sent by the Paying Agent/Registrar to each Owner, first class United States mail., postage prepaid, to the address af each owner as it appears in the Register, or by such other custamary banking arrangement acceptable �o the Paying Agent/Registrar arrd the owner; pravided, however, the Owner shall bear all risk ar�d expense af such other banking arrangement. (d) The principal af each Bond shall be paid to the Owne= thereof on the due date (whether at the Maturzty Data ar the date °�"� of prior redemptian thereaf} upan presentat�on and surrender of such Band at the designated office of the Paying Agent/Registrar. � � (e) If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, legal holiday, -.. ar day on which banking institutions in the city where the Paying Agent/Registrar is Iocated are requzred or authorized by law ar executive order to clase, the date far such payment shall be the next succeeding day which is nat a Saturday, Sunday, legal holiday, or day on which banking institutions are r�=�uired or autho�ized to . .. close, and payment on such date shall have the same force and effect as if made on the original date payment was due and no additi.onal interest �hall be due by reason of nanpayment on the date on which such payment is otherwise st3ted to be due and payable. (f) Zn the event of a nonpayment af interest on a �cheduled payment date, and for thirty (30} days thereafter,a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when f�nds �or the payment af such interest have been received from the City. Notice of the Special Recard Date and of the scheduled payment date of the past due interest {the "Special Payment Date, " which shall be fifteen (15} days after the Special Record Date) shall be sent �* at ieast five {5} business days prior to the Special Record Date by United States mail, first c1asS, postage prepaid, to the address of each Owner appearing on the books of the Paying Agent/Registrar at � the close of business on the last business day next preceding the date of mailing af such notice, BAB-FiBBF.39!-2 6 ,�, ,,, (g) Unclaimed Payrrents shall be segregated in a special accour�t and held in trust, uninvested by the Paying Agent/Registrar, for the account af the Owner of the Bonds ta which the Unc2aimed Payments pertain. Subject to Title 5, Texas Property Cade, Unclaimed Payments remaining unclaimed by the Owners entitled thereto �'or three (3� years after the applicable payment or redemption date sha21 be app3.ied ta the next payznent or payments on the Bonds thereafter coming due and, to the extent any such money remains after the retiremerzt of all autstanding Bonds, shall be paid to the City to be used for any lawful purpose. Thereafter, neither the City, the Paying AgentjRegistrar nar any athe= person shall be liable or responsible to any holders of such Bonds for any further gayment of such uncZaimed moneys or on account of any such Bands, subject to Title 6, Texas Property Code. Section 3 . Q4 . Execution and ReQistration of Bonds. (a} The Bonds shall be executed an behalf af the City by the Mayor and the City Secretary, by their manual or facsimile signature�, and the official seal of the City shall be impressed or p2aced in facsimile thereon. Such facsimile signatures an the Bonds shall have the same effect as if each of the Bonds had k�een signed manual3y and in persan by each of said officers, arsd such � facsimile seal on the Bonds shall have the same effect as if the official seal of the City had besn manually impressed upan each of � � the Bonds. (b} In the event that any officer af the City whose manual ar _ � facsimile signature appears an the Bonds ceases to be such officer before the authenticatian af such Bands ar befare the de2ivery thereof, such manual or facsimile signature nevertheless shall be valid and sufficient far all purposes as if such officer had remained in �uch office. (c) Except as provided below, no Bond sha3l be va.2id or obligatory for any purpose or be entitled to any security or benefit oF this Ordinance unless and uz�ti2 there appears thereon the Certificate of Paying Agent/Regi�trar substantially in the form provided herein, duly authenticated by manual execution by an o�'ficer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or aufihori2ed signatary of the Paying Agent/Registrar sign the Certificate cf Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate af Paying AgentJRegistrar desc=ibed above, the Initial Bond delivered at the Closing Date shall have attached thereto the Comptra3ler' s Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of ,�,, Public Accounts af the State af Texas, or by his duly authorized agent, which Certificate shall be evidence that the Boz�d has besn duly approved by the Attorney General of the State of Texas and that it is a valid and bindirrc} obligation af the City, and has been �"""" registered by the Comptroller of Public Accounts af the State of Texas. BA$•HBBF.391-2 7 �� (d) On the Closing Date, one (1) initial Bond, being a single Znitia2 Band representing the entire principal amount of the B4ZlCI5 r `"�"" payable in stated installments to the initiai purchaser ar its designee, executed wa.th the manual aa: facsimil� signature of the Mayor and City Secretary of the City, approved by the Attarney General, and regi�tered and manually signed by the Comptroller of Ptlx?�1G ACGOt1At5r will be delzvered to the initial gurchaser or its designee. Upon payment for the Initial Bond, the Paying AgentjRegistrar shall cancel the Initial Bond and deliver one Bond far each maturity, in the aggregate principal amount for such maturity, registered in the name of Cede & Co. , as nominee far DTC, ta DTC an beha3f of the initial purchaser. Section 3 . 05. Qwnership. {a} The City, the Paying Agent/Registrar and any other person may treat the per�on in whose name any Bond is registered as the absolute owner of such Bond for the purpo�e of making and receiving payznent of the principal thereof and redemption premium, if any, thereon, far the �urther purpose of making and raceiving payment of the interest thereon {subject to the grovisions herein that interest is to be paid �o the person in whose name the Bond is registered on the Recard Date or �he Special Recard Date, as , applicable) , and for all other purposes, whether or not such Bond is overdue, and neither the City nar the Paying Agent/Registrar shal3 be bound by any notice or knowledge to the cantrary. � . (b} Al1 payments made to the Owner t�f a Bond shall be valid and effectual and sha11 discharge the liability of the City and the �" Paying AqentjRegistrar upon such Band to the extent af the sums paid. Sectian 3 . 06 . Recxistration� Transfer and ExchanQe. {a} So 2ang as any Bonds remai.rr c�utstanding, the City shall cause the Paying Agent/Registrar to keep at its designated office a register in which, subject to �uch reasonab3e regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance. {b) The awnership af a Bond may be transferred only upon the presentation and surrender of the Borid at the designated office of the Paying AgentjRegi�trar with such endors.ement or other evidence of transfer as is acceptable to the Paying AgentJRegistrar. No transfer of any Bond shall be effective until entered i.n the Register. """�" (c} The Bands shall be exchangeable upon the gresentation and surrender thereaf at the designated office o�' the Paying AqentjRegistrar for a Bond or Bonds af the same maturity and w� interest rate and in authorized denaminations and in an aggregate principal amaunt equal to the unpaid principal amaunt of Bonds presented for exchange. The Paying AgentJ Registrar is hereby BAB-HBBF.391-3 � ,�..,� authorized ta authenticate and deliver Bonds exchanged for ather wr�w Bands in accardance with this Section. {d) Each exchange Bond delivered by the P2�ying Agent/ Registrar in accordance with this Section shall constitute an original cantractual obligatian of the City and shail be entitled to the benefits and security of this �rdinance to the same extent as the Bond or Bonds in lieu af which such exchange Band is delivered. {e) Na servic� charge shall be made to the Owner for the initial =egistration, subsequent transfer, or exchange for any different denomination of any af the Bonds. The Paying Agent/Registrar, however, may reguire the Owner to pay a suat sufficient to cover any tax or other governmenta3 charge that is authorized to be imposed in connection with the registrati.onf transfar or exchange of a Bond. (f} Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Bond called for redemptian, in whole or in part, where such redemption is scheduled to occur within 45 calendar days after the trans�er or exchange date; provided, hawever, such limitatian shall not be appZicable to "" an exchange by the Owner of the uncalled principal balance of a Bond. �,�� Sectian 3 . 0'7 . Cancel.lation. AlI Bonds paid ar redeemed before scheduled maturity in accordance with this Ordinance, and all Bands in lieu a� which ex�hange Bonds or replacement Honds are authenticated and delivered in accordance with this Ordinance, shall be cancelled and proper records shall be made regarding such paym�nt, redemption, +exchange ar replacement. The Paying Agent/Registrar shall then return such cancell.ed Bonds to the City or may in accordance with law destroy such canceiled Bands and periodically furnish the City with cartificates af destruction of such Bonds. Section 3 . 08 . Tem�aorary, Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparatian of definitive Bonds, the proper afficers o�' the City may execute and, upon the City's request, th� Paying Acient/Registrar shall authenticate and deliver, one or mare temparary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, sub��antially of the tenor of the definitive Bonds in lieu of which ,� they are delivered, without coupons, and with such appropriate insertions, omissions, substituta.ons and other variatians as the officers of the City executing �such temparary Bands may determine, � as evidez�ced by their signing of such temporary Bonds. BAB-HB$F392� � �� (b� Until exchanged for Bonds in definitive form, such Bands `'�"' in temporary form shall be enta.tled to the benefit and sacurity of this t3rdinance. {c) The City, withaut unreasonable delay, shall prepare, execute and deliver to the Paying AgentfRegistrar the Bonds in definitive form; thereupon, upon the ptesentation and surrender af the Bonds in temparary farm to the Paying Agent/Registrar, the Paying AgentfRegistrar shall cancel the Bonds in temporary form and sha21 authenticate and del.iver in exchange therefar Bonds of the same maturity and series, in defi�ritive form, in authorized denaminations, and in the same aggregate grirtcipal amount as the Bonds in tsmporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Sectian 3 . 09 . Replacement Bonds. (a} Upan the presentatiQn and surrender ta the Paying AgentiRegistrar of a mutilateci Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bonci of like tenor and principal amount, bearing a number not cantemporaneously outstanding. The Gity or the Paying Agent/Registrar may require the Owner of such Bond ta pay a sum '� sufficient to cover any tax or other governmental charge that is autho=i2ed ta be impased in connection therewith and any ather �, . expenses cannected therewith. (b} In the event that any Bond is last, apparently destroyed _ or wrongfully taken, the Paying Agent/Registrar, pursuant to the applicable laws af the State of Texas and in the absence of�atice or knowledge that such Br�nd has been acquired by a bana fide purchaser, shall authenticate and deliver a replacement Bond af like tenar and principal amount, bearing a number not _ .. contemporaneously outstanding, pravided that the Owner f irst: (i) furnishes to the Paying Agent/Reg].S�r�r satisfactory evidence of his or her ownership of and the circtimstances of the loss, destructian ar theft af such Bond; {ii) furnishes such security or indemnity as may be reguired by the Paying AgentjRegistrar ta save it and the City harmless; (iii} pays all expenses and charges in connection therewith, including, but nat limited ta, printinq costs, legal fees, fees of the Paying AgentjRegistrar and any tax or other governmental charge that is authorized to be imposed; � and (iv) satisFies any other reasonable requirements ,�,,, imposed by the City and the Paying Agent/Registrar. (c) If, after the delivery of such repiacement Bond, a bana fide purchaser of the original Bond in lieu of which such BA8-FtBBF.331� l� ��� replacement Bond was issued presen�s for payment such original ,�, Bond, the City and the Paying AgentjRegistrar shall be entitled ta recover such replacement Band from the person ta wham it was delivered or any p�rson taking therefrom, except a bana fide purchaser, and shall be entitled to recover upan the seczarity ar indemnity provided therefor to the extent of any loss, damage, cost o= expense incurred by the City or the Paying AgentjRegistrar in connection therewith. (d) In the event that any such mutilated, last, apparently destrayed or wrongfully taken Bond has become or is abaut ta become due an,d payable, the Paying AgentJRegistrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond if it has became due and payable or may pay such Bond when it becomes due and payable. (e) Each replacement Band delivered in accordance with this Section sha31 constitute an original additional contractual obligation of the City and shall be entitled ta the benefits and security of this ardinance ta the same extent as the Bor�d or Bands in lieu a�' which such replacemer�t Bond is delzvered. Sectian 3 . i0. Boak-Entrv 4nlv System. �� Notwithstanding any other provision hereof, upon initial issuance of the Bonds, the Bonds shall be registered in the name of "'"�"s" Cede & Co. , as nominee af DTC. The definitive Bands shall be initially issued in the form af a single separate bond for each af __ the maturities thereaf . With respect to Bonds registered in the name of Cede & Co. , as nominee of DTC, the City and the Paying Agentj Registrar shall have no rasponsibility or obligation to any DTC Pa?;ticipant ar ta any person on behalf of whom such a DTC Par�icipant holcis an interest in the Bonds. Without limiting the immediately prec�ding sentence, the City and the Paying Agent/Registrar shall have no respansi�iiity or obl.igation with respect to {i) the accuracy af the records of DTC, Gede & Co. or any DTC Participant with =espect to any ownership interest in the Bands, (ii) the delivery to any DTC Farticipant or any ather person, other than a Bondhalder, as shown on the Register, of any notice with respect to the Bonds, including any natice of redemption, or {i.ii} the payment to any DTC Participant or any other person, other than a Bandholder, as shawn in the Register, of an�r amount with respect to principal of, premium, if any, or interest on the Bonds. Notwithstanding any ather provision of this �rdinance to the contrary, the City and the Paying Agent/Registrar shail be entitled to treat and consider the � person irs whase name each Bond is registered in the Register as the absalute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on the Bonds, for the purpose of all matters with respect to such Band, far the purpose of ""�" registeririg transfer with respect to such Bond, and for all other purposes whatsaever. The Paying AgentjRegistrar shall pay all principal of, premium, if any, and interest on the Bands only to or BA&HBBF.391? �l , �� upon the order af the respective owners, as shawri in the Register �, as provided in this Ordinance, or their respective attorneys duly authari2ed in writing, and all such payments shall be valid and �f�ective to fully satisfy and discharge the City' s obligations with respect to payment af, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Na person other than an owner, as shown in the Register, shall receive a Band certificate evidencing the obligation of the City to make paZrments of amounts due pursuant to this Ordinance. Upo� delivery by DTC to the Paying Agent/Registrar af written notice to the effect that DTG has determined to substitute a new nominee in place af Cede & Co. , the word "Cede & Ca. " in this Ordinance shall refer ta such new nominee of DTG. Sectian 3 . 11, Successar Securities Depositary, Transfer Outside Book-Entry onlv System. In the event that the City or the Paying Agent/Registrar determines that DTC is incapable of discharging its respon�ibilities descxibed herein and in the representatio� 2etter of the City to DTC, and that it is in the best interest af the bene�icial awners af the Bonds that they be able to obtain certificated Bonds, ar in the event DTC discontinues the services �� described h�rein, the City or the Payzng Agent/Registrar shall (i) appoint a successor securities depo�itory, qualified to act as such under Section 17 (a) of the Securities and Exchange Act of 1934, as '�" amended, notify DTC and DTC Partieipants of the appointment af such sueces�or securities depository and transfer one or more segarate Bands to such successar securities depasitary or {ii) notify DTC � and DTC Part3cipants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Borids credited to their DTC accaunt�. In �uch event, the Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co. , as naminee of DTC, but may be registered ' �� in the name of the successar securities depasitary, or its naminee, ar in whatever name or names Bondho3ders transferring or exchanging Bonds shal3 designat�, in accordance witn the provisioris af this �rdinance. Section 3 . 12 . Pavments ta Cede & Co. Notwithstanding any ather prQVision of this �rdinance to the cantrary, so long as any Bonds are registered in the name af Cede & Co. , as nominee af DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given, respectively, in the manner provided in the r�presentation letter of the City to �, DTC. � BAB-HBBF39t: IZ ��� A.RTICLE IV � REDEMPTZON OF BONDS BEFORE MATURITY Sectian 4 . 01. Limitation an Redemption. The Bands shall be subject ta redemption befare scheduled maturity anly as provided in this Article ZV. Section 4 . 02 . Ot�tianal Redemptian. (a) The City reserves the optian to =edeem the Bonds maturin.g on and after Febx�uary 15 , 2005, in whole or any part, be�aze their respective scheduled maturity dates, an February 15, 24Q4, or an ax�y date thereafter, such redemptian date ar dates ta be fixed by the City, at a price equal to the principal amaunt ther�of called for redemption plus accrued intere�t to the date fixed for redemptian. (b} The City, at least forty-five (45) days before the redemption date, unless a sharter period shal2 be satisfactory ta the Paying Agent/Registrar, shali no�ify the Paying Agent/Registrar of such redemption date and af the principal amount af Bonds to be redesmed. �..: . Section 4 . 03 . Partial Redemption. (a} Zf less than aIl of �he Bonds are ta be redeemed, the ._. City shall determine the maturity or maturities and the amounts thareaf to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, ar portions thereof, within such maturity or maturities and in such principal amounts for redemption. (b) A portion of a single Bond of a denomination greate= than � � $5, 000 may be redeemed, but anly in a principal a�naunt equal to $5, Ofl0 or any integral multiple thereof. �f such a Bond is to be parti.a3ly redeemed, the Paying Age1�t/Registrar shall treat each $S, OOQ portion af the Bond as though it were a single Bond for purposes oE selection for redemption. (c} Upon surrander of any Bond for redemptian in part, the Paying AgentjRegistrar, in accordance with Section 3 . 06 of th.is Ordinance, sha13 authenticate and deliver an exchange Band ar Bonds in an aggregate principal amount egual to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (d) The Paying Agent/Registrar shall pramptly natify the City � in writing of the principal amount to be redeemed af any Band as to which onl� a portion thereaf is ta be redeemed, Section 4 . 04 . Notice of Redemptian to C?wners. � (a� The Paying Agent/Registrar shall give notice of any redemption o� Bond� by sending notice by first class United States BAB-HBBF391: I3 �:.� mail, postage prepaid, not less than thirty (30) days before the ,,,�,,, date fixed for redemptian, to the awner of each Bond {or part thereof) ta be redeemed, at the address shown on the Register at the ciose of business on the business day n�xt preceding the date of mai3ing sueh natice. (b} The natice sha12 state the redemptian date, the redemption price, the place at which the Bonds are to be surrendered far payment, and� if less than all the Bonds outstanding are to be redeemed, an identification of the Bands or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumec3 to have been du3y given, whether or nat the Owner receives such notice. Section 4 . 05 . Payment U on Redemption. (a) Before ar on each redemption date, the City shall deposit wi�Gh the Faying Agent/Registrar money suf�'ica.ent to pay all amounts due an the redemptian date and the Paying Agent/ Registrar shall make provi�sion for the payment of the Bonds to be redeemed an such date by setti.ng �,side and holding in trust such amounts as are �- � received by the P«ying Agent/Registrar from the City and shall use such funds salely for the purpose of paying the priz�cipal of, redemption premium, if any, and accrued interest c�n the Bonds being �:" redeemed. (b) Upon presentation and ;�urrender of any Bond called for redemption at the designated office of the Paying AgentjRegistrar on or after the date fixed for redemption, the Paying AgentfRegistrar shall pay the principal of, redempt�.on premium, if any, and accrued interest on such Bond to the date of redemptian _ .. from the money set aside for such purpose. Section 4 . 0& . Effect a�' Redemption. (a} Nati.ce of redemption having been qiven as grovided in Sectian 4 » 04 of this Ordinance, the Bonds or portions thereof called for redemption shall become clue and payable on the date fixed far redemption and, unless the City defaults in its obligation to make provision far the payment of the principal thereof, redemption premium, if anyf or acc=ued interest thereon� such Bonds or portions thereof shall cease to bQar interest from and after the date fixed �'or redemption, whether ar nat such Bonds are presented and surrendered for payment on such date. '� (b} If the City shall fail to make provisian �ar payment of all sums due on a =edemption date, then any Bond or portion thereof cal3ed for redemption shall cont.inue to bea= interest at the rate �"' stated on the Bonci until due provision is made for the payment of same by the City. BAH-HBBF.391: . 14 , ,�.... ARTICLE V � PAYING AGENT/REGISTRAR Section 5 . 01. Appointment af Initial Pa,�inq AgentlRegistrar. Bank t3ne, Texas, N.A. , Fart Worth, Texas, is hereby appointed as the initial Paying Agent/Regi�trar for the Bonds. Section 5, 02 . Qualifications. Each Paying AgentjRegistrar sha31 be a cammercial bank, a trust company organized under the laws of the State of Texas, or any other entity duly quaZifi.ed and iegal3y authorized to serve as and perform the duties and services of paying agent and registrar far the Bonds. Section 5 . 03 . MaintaininQ Payinct AqentjRec„�istrar. (a) At all times while any Bonds are outstanding, the City will maintain a Paying AgentJRegistrar that i� qualif ied under Section 5. 02 of this Ordinance. The Mayor is hereby authorized and directed ta execute an agreement with the Paying AgentjRegist=ar specifying the duties and respansibilities of the City and the Paying AgentjRegistrar, The signature of the Mayor shall be attested by the City Secretary of the City. �,:�:. {b} If the Paying AgentJRegistrar resigns ar otherwisa ceases _.. to serve as such, the City will promptly appoint a replacement. Section 5 . 04 , Termination. The City, upan nat less than sixty (60) days notice, reserves , the right to terminate the appointment af any Paying Agent/ Registrar by delivering to the entity whose appointment is ta be terminated written natice of such terminatian. Section 5 , 05 . Notice of Chanae to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will cause notice of the change to be sent to each �wner by first class Unites3 States n�ai3, postage prepaid, at the addre�s in the Register, stating the effective date of th� change and the name and mailing address of the replacement Paying Agent/Registrar. Section 5. 0&. Actreement to Perform Duties and Functions. �""' Hy accepting the appointment as Paying AgentJRegistrar and executing the Paying Agent/Registrar Agreement, the Paying AgentjRegistrar is deemed ta have agreed to the provisions af this �r Ordinance and that it will perform the duties and functions of Payinq AgentiRegistrar presczibed th�reby. BAB-HBBF.341� �� �----� Section 5 . 07 . Deliverv af Records to Successor. � If a Paying Agent/Registrar is replaced, such Paying AgentJRegistrar, promptly upon the appointment of the successor, will deliver the Register (ar a capy thereof} and all other pertinent books and records relating to the Bond� to the successor . Paying AgentJRegistrar. ARTICLE VI FC3RM �F THE BONDS Secti.on 6. 01. Form Genera32v. (a} The Bonds, the Registration Certificate of the Comptraller af Public Accaunts o� the State af Texas, the Certificate af the Paying Agent/Registrar, arad the Assignment farm to appear on each of the Bonds, (i} shall be substarstial2y in the form set farth in this Article, with such appropriate insertions, amissians, substitutions, and other variations as are permitted cr required by this ordinance, and (ii) may have such letters, numbers, or other marks of identification {inc�.uding identifying ,�. a. num.bers and letters of the Cammittee on Unifarm Securities Identification Procedures of tha American Bankers Associatian) and such legends and endorsements {includin�g any reproductian af an �� opinion of caunsel) thereon as, consistently herewith, may be determined by the City ar by the afficers executing such Bonds, as --- evidenced by their execution thereof. (b) Any portion of the text of any Bonds may be set forth on the reverse side �.hereof, with an appropriate reference thereto on the face af the Bonds. , .. (c} The de�initive Bonds shall be typewritten, printed, lithographed, or engraved, and may be produced by any combination Of thf:se IltethOds or producati in any other s.imi2ar manner, all as de'�ermi.ned by the officers executing such Bond�, as evidenced by their execution thereof. (d) The Initial Bond submitted to the Attorney General of the State af Texas may be typewritten and photacopied or atherwise reproduced. Section 6. 02 . Form of the Bond�. The form of the Bonds, including the form af the Registration Certificate o�' the Comptraller o� Public Accounts of the State of "�""` T�xas, the fcsrm of Certifica�e of the Paying Agent fRegi.strar and the form of Ass.ignment appearing an the Bonds, shall be substantia2ly as follows: � BAS-HBBF.351-2 �� ..e.�.. (a) Form of Bond. � REGISTERED REGI�TERED No. $ United States of America State of Texas COUNTIES OF TARRANT, DALLA.S AND DENTON CITY dF GRAPEVINE, TEX�,S . GENERAL OBLIGATTON $OND SERIES 1994 INTEREST RATE: MATURITY DATE: BOND DATE: CUS2P NO. : November 1, 1994 The City of Grapevine, Texas (the "City") , in the Counties of Tarrant, Dallas and Denton, State of Texas, for value received, hereby pramises to pay to "�" or registered assigns, on the Ma�uri�y Date specified above, the sum af � DQLLA.I�S unless this Band shall have been sooner called for redemption and the payment af the principal hereof shall have been paid or pravided for, and to pay interest on such principal amount f=om �he later of the Bond Date specified above or the most recant interest payment date to which interest ha� been paid ar provided for until - � payment af such principal amount has been paid ar provided for, at the per annum rate of in�.erest specified abave, computed on the bas.is af a 360-day year af twelve 30-day manths, such interest to be paid semiannually an February 15 and August 25 of each year, commencing February 15, 1995 . The principal of this Bond shall be payable without exchange ar collec�.ion charges in lawful money of the Uni�ed States af Amezica upon presentation and surrender of this Bond at the designated office af the Paying Agent/Registrar executing �he registratian certificate appearing herec�n. Znterest on this Bond is payable by check dated as of the interest payment date, and will be mai.led by the Paying AgentjReqistrar to the registered owner at the address shown on the registration books kept by the Paying +!�^* AgentjRegistrar ar by such other customary banking arrangement acceptable to the Pay9.ng Agent/Registrar and the registered owner; provided, hawever, such registered owner shall bear all risk and ,�, e�ense of such other banking arrangement. For the purpose of the payment of interest on this Bond, the registered owner shall be �he person in whose name th.zs Bond is registered at the close of busine�s an the "Record Date, " which �hall be the last bu�iness day BAB-iiBBF.39I•2 Z? �� of the month next preceding such intere�t payment date. In the +�► event of a nonpayment af interest an a scheduled payxnent date, and far thirty (30) days thereafter,a new record date for such interest payment {a "Special Record Date") will be establ�.shed by the Paying Agent/R.egistrar, if a.nd when funds for the payment of such interest have been received from the City. Noti�e of the �pecial Recard Date and af the scheduled payment date of the past due interest (the "Special Payment Date, " which shall be fifteen (15) days after the Special Record Date) sha21 be sent at 3east five {5} business days prior to the Special Record Date by United �tates mail, fi=st c2ass, postage prepaid, to the address of each t3wner appear.ing on the books af the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. If the date for the payment of the principal af or interest on this Bond shall be a Sa�urday, Sunday, legal holiday, or day on which banking institutions in the city where the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date �or such pay�ment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutians are required or authorized to close, and payment an such date shall have the same farce and "�''" effect as if made on the original date payment was due and no additianal interest shaZ2 be due by reason of nonpayment on the �_, date on which such payment is otherwise stated to be due and payable. This Bond is one of a series oE fully registered bonds specified in the title hereof issued in the aggregate principal amount of $7 , 210, 000 (herein referred to as the "Bands") , issued pursuant ta a cartain ardinance of the City {the "Ordinance"} fcr the purposes af providing funds with which to (i) make various • � permar�ent public improvements for and within the City and (ii} pay the casts of issuing the Bonds. 2he City has reserved the aptian to redeem the Bonds maturing on or after February 15, 2005, in whole or in part before their respective s�hedu2ed maturity dates, on February 15, 2004, ar on any date thereafter, at a price equal to the principal amcunt of the Bonds so called for redemptian plus accrued interest to the date fixed for redemption, If le�s than all of the Bonds are tc� be redeemed, the City shall determine the maturity or maturiti.es and the amounts thereaf to be redeemed and sha33 direct the Paying Agent/Registrar �a call by lot the Bonds, or portions thereof, within such maturity and in such principal amaunts, for redentption, � Natica of such redemption or redemptions shall be given by fi=st class mail, postage prepaid, not ].ess than thirty (30) days befare the date �ixed far redemption, to the registered owner of � each of the Bonds to be redeemed in whole or in par�. Notice � having been so given, the Bonds or partions thereof designated for redemption shall become due and payable on the redemption date speci£ied in such notice; from and after �uch date, n��withstanding BAB-HBBF.391-2 �� �..� that any of the Bonds or porta.ons thereof so called for redemption ,,,�,,, shall not have been surrendered for payment, interest on such Bor�ds or portions ther�of shall cease to accrue. As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the designated affice of the Paying Agent/Regi�trar with �uch endorsement or other evidence of transfer as is acceptable ta the Paying AgentjRegistrar; thereupan, one or more new fully registered Bonds of the same stated maturity, cf authoriZed denaminations, bearing the same rate o�' interest, and for the same aggregate principal amount will be issued tc the designated transferee or transferees. Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer ar exchange any Bond called far redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, hawever, such limitation shall not be app�icable to an exchange by the registered owner of the uncalled principal balance of a Bond. The Gity, the Paying Agent/Registrar, and any other person may treat the persan in whQSe name this Bond is registered as the owner ,�.� hereof for the purpase of receiving payment as herein provided {excapt interest shall be gaid ta the person in whose name this Band is registered on the Record Date) arid far a2I other purpases, ""'� whether or not this Bond be overdue, and neither the City nor the Paying AgentJRegistrar shall be affe�ted by notice to the contrary. _.. IT IS HEREBX CERTZFIED AND RECITED that the issuance af this Bond and the series of which it is a part is duly authorized by law; that a31 acts, conditions and things required to be done precedent to and in the issuance flf the Bonds have been praperly , . done and performed and have happened in =egular and due time, form and manner, as required by law; and that ad valorem taxes upon all taxable property in the City have been levied for and pledged to the payment of the debt service requirement� af the Bands, within the limit prescribed by law. IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or facsimile signature af the Mayor of the City and countersigned by the manual or facsimile signature of the City Secretary o�' the City, and the official seal of the City has been duly imgressed or placed i� facsimile on this Bond. � -City Secretary, Gity of � Mayor, City of Grapevine, Texas Grapevine, Texas ww.� Ls�,Z - BAB-HBBF.341-2 19 �.�, (b) Form of Comptraller ' s Regi�trati.on Certificate. � The following Camptroiler' s Registratian Certif icate may be deleted from the definitive Bonds if such certificate c�n the Initial Bond is fu3ly executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCCIUNTS § REGISTER NO. dF TI�iE STATE {?F TEX�iS § I hereby certify that there is on f ile and of record in my office a certificate af the Attarney General of the State of Texas to the effect that this Bond has been examined by him as required by 3aw, that he finds that it has been issued in confarmity with the Canstitution and laws of the State of Texas, and that it is a valid and hinding obligation af the City of Grapevine, Texas, and that this Bond has this d,ay been registered by me. Witness my hand and seal af affice at Austin, Texas, Comptroller of Public Accounts �, of the State of Texas [SEAL� � -� (c) Form of Certificate of Paying Agent/Registrar. The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the Comptroller's Registratian Certificate appears thereon. CERTIFICATE �F PAYZNG AGENTJREGISTRAR The recards of the Paying Agent/Registrar show that the Initial Band of this series af bonds was approved by the Attorney G�Tier2tl o� the State of Texas and registered by the ComptrallQr of PUb1iC AcCOUnts of the State of Texa�, and that this is one of the Bonds referred to in the within-mentioned ordinance. BANK ONE, TEX.'�S, N.A. , Fart Worth, as Paying AgentjRegistrar Dated; By: Authorized Signatory � (d} Form of Assignment. ASSIGNMENT +rr�r FOR VALUE REGEIVED, the undersigned hereby sells, assigns, and t=ans�ers unto (prznt or typewrite name, address and 2ip Code of transferee) : BAB-HBBF.391-2 �� .�:-.,, � (Social Security ar other identifying number: ) the within Bond and a31 rights hereunder and hereby irrevocably constitutes and appoints attorney to tran�fer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Dated: NoTICE: The signature an this Assignment must correspond with the Signature Guaranteed By: name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner satisfactory to the Paying Agent/Registrar. (e) The Initial Bond shall be in the form set forth in paragraphs ja} through {d} of this Section, except for the "'�'"' following alterations . �� (i) immediately under the name of the Bond, the headings "INTEREST �ATE" and "MATURZTY DATE" shall bath be comgle'�.ed with the words "As shown below" ; � {ii) in the first paragraph af the Initial Band, the words "on the Ma�urity Date specified above" shall be deleted and the following will be inserted: "on February I5 in each of the year�, in the principal installments and bearing interest - � at the per annum rates in accardance with the follow%ng schedule: Principal Interest Years Installments Rates " (Information to be inserted from schedule in Section 3 . 02 c�f this Ordinance} (iii) in the second paragraph of the Initial Bond, the words "executing the ragistratian certificate appearing hereon" shall be deleted and an additianal sentence shall be added to the paraqraph as follows: "The initial Paying Agent/Registrar is Bank One, Texas, N.A. , Fort Worth, Texas. "; ,� and (iv) the Initial Band shall be numbered T-1. �r BAB-HBBF.391-2 �l , �=.� Section 6. 03 . CUSIP Registration. �, The City may Secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's Corporatian, New York, New York, and may autharize the pr�nting of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the 2egality thereof and neither the City nor the attorneys approving said Bonds as to legality are to be held respansible �ar CUSIP nw�abers incorrectly printed an the Bonds. Section 6. 04 . Legal O,pinion. The appraving legal opinian of Hutchison Boyle Brooks & Fisher, A Professional Corporation, Bar�d Counsel, may be print�ed on the reverse side of each Band over the certification of` the City Secretary af the Ca.ty, wha.ch may be executed in facsimile. Section 6. 05 . Statement of Insurance. A statemen.t relating to a municipai bond insurance policy, if any, to be issued for the Bonds may be printed on or attached to each Bond. ` ARTICLE VII SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS Section 7 . 01. Sale of Bonds, Official �tatement. (a) The Bonds, having been duly advertised tor public sale, � � are hereby officially sald and awarded to Griffin, Kubik, Steghens & Thompson, Inc. for a price equal to the principa2 amount thereof plus a premium of S50o. o0, plus interest accrued to the Glosing Date, being the best bid submi.tted at said public sale producinq the lowest net effective interest cast to the City. The Bonds shall initially be registered in the name af the initial purchaser, {b) The �orm and substance of the Ufficial Statement, dated November 1, 1994, and any addenda, supplement or amendment thereta (the "Official Statem�nt") presented to and considered at this meeting, is hereby in all. respects approved and adopted and is hereby deemed final as of its date within the meaning and for the purpcses of paragraph (b} (1} of Rule 15c�-12 under tha Securities Exchange Act of 1934 , as amended. The Mayor and City Secretary of ,� the City are hereby authorized and directed to execute the same and deliver appropriate numbers of executed capies thereof to the ini'tial purchasers of the Bonds. The OfficiaT �tatement as thus approved, executed and delivered, with such appropriate variations `�"` as shall be apgroved by the Mayor of the City and the Purchaser of the Bands, may be us�d by the initial purchaser in the public ans-t�z�a$�s�i-z 22 �,,,��,, offering and sale thereof. The City Secretary is hereby autharized and directed to include and mainta.in a copy of the Officisl '� Statement and any addenda, supplement ar amendment thereto thus approved among the permanent records of this meeting. The use and distribution af the official Statement, and the preliminary public offering o� the Bonds by the initial purchaser is hereby ratified, approved and confirmed, (c) All officers of the City are authorized to execute such documents, certificates and receipts as they ma� deem agpropriate in order to consummate the delivery of the Bonds in accordanc� with the terais hereaf. {d) The obligation af the initial purchaser to accept delivery of the Bonds is subject to such initial purchaser being furnished with the final, approving opinion of Hu�tchison Boyle Broaks & Fisher, A Professional Carporation, Dal2as, Texas, Band Counsel for the City, which apinion �hall be dated and delivered the Clasing Date. Section 7. �2 . Cantrol and Deliverv of Bonds. (a} The Mayor of the City is hereby a�thorized to have cantrol of the Initial Bond and all necessary records and �' ' proceedings pertaining thereto per�ding investigation, examination and approval af the Attarney Genera3 of the State, registration by ,�� the Comptroller of Public Accoun�s of the State and registration with, and initial exchange ar transfer by, the Paying Agent/Registrar. (b) After registratic�n by the Comptroller af Public Accounts, delivery of the Bonds shall be made ta the initial purchaser under a;,ad subject to the general supervision and direction of the Mayor, against receipt by the City of all amounts due to the City under � � the terms af sale. Section 7 . 03 . Creation of Funds. (a) The City hereby establishes the following funds: (i) the City vf Grapevine, Texas, General Obligat3.on Bands, Series I994, Int�rest and Sinking Fund (the "Interest and Sinking Fund) ; and (ii} the City of Grapevine, Texas Genera2 {3bligation Bonds, Serie� 1994, Construction Fund (the "Construction Fund"} . � !b} The Zntarest and Sinking Fund and the Construction Fund shall be maintained at an official depository of the City, which must be a member of the Federal Deposit Insuranc� Corpo=ation. � BAB-HB$F391-3 2� . . ,�..... Section "] , 04 . Debosit of Proceeds. (a) All amounts received on the Closing Date as accrued interest on the Bonds from the Bond Date to the Closing Date, tcagether with premium on the Bonds, if any, shall be depos.i.ted to the Interest and Sinking Fund, (b) The remaining proceeds from the sale of the Bands, less the amount to be applied to the pay�ment af the casts of issuing the Bonds which amount shall be applied as directed by the City's staff or financial advisor, shall be deposited to the Construction Fund. Section 7 . 05. �nterest and Sinkinct Fund. (a) The taxes levied under Section 2 . 01 af this Ordinance shall be depasited ta the credit af the Interest and Sinking Fund at such times and in such amounts as necessary �or the timely payment of the principal af and interest on the Bonds. (b) If the amount af money in the Interest and Sinking Fund is at least egual ta the agg=egate principa2 amaunt of the Outstanding Bonds plus the aggregate amount of intere�t due a.nd that will became due and payable on such Bonds, no further deposits , ta that fund need be made. In determining the aggregate principal amc�unt af the autstanding Bonds, ther� shall be subtacacted the ainount of any Bands that have been duly called for redemption and w- � for which money has been deposited with the Paying Agent/Registrar far such redemption. --. {c} Maney on depasit in or required by this Ordinance to be deposited to the Interest and Sinking Fund shall be used so�,ely far the purpose of paying the interest an and principal of the Bands when and as due and payable in accardance with their terms and this , ._ ordinance, Section '7 . 06 . Construction Fund. Money on deposit in the Construction Fund shall be applied to the payment o�' the casts of the Project desczibed in Sectian 3 . 01 hereof. ARTICLE VIII INVESTMENTS Section 8 . 01, Snvestments. �' (a) Money in each fund created by this Ordinance, at �the option o€ the City, may be invested ir� such securities or abligatians as permitted under applicable law. � (b} Any securities Qr obligations in which money from the Interest and Sinking Fund and the Construction Fund is sa invested BAB•HBBF.341-2 24 ,�.-w, shall be kapt and held in trust for the bene�it of the Owners and � sha21 be sald and the proceeds of sale shall be timely applied ta the making of all payments required to be made from the fund from which the investment was made. Sectian 8 . 02 . Investment Income. (a) Interest and incom� derived from investment af the Interest and Sinking Fund shall be :�redited ta such Fund. (b) Znterest and income derived from investment of the Construction Fund shall be either deposited to the credit af the Interest and Sinking Fund or retained in the Construction Fund until the improvements to be financed from the Construction Fund are completed. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVEN.ANTS Section 9 . 02. Payment of �he Bonds . �` ` On or bafore each Znterest Payment Date and each Maturity Date far the Bonds and while any of the Bonds are outstanding and unpaid, there shall be made available to the Paying � � Agent/Registrar, out of the Interest and Sinking Fund, money sufficient ta pay such intere�t on and principal of the Bonds as --- � will accrue or mature on the applicable Interest Payment Date, Maturity Date ar date of prior redemptian. Sect.ion 9 .Q2 , Qther Representations and Covenants. (a) The City will faa.thfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Bond; the City will pramptly pay or causa ta be paid the principal of and interest on each Bond an the dates and at the places and manner prescribed .iri such Bond; and the City will, at the times and in the manner. prescribed by this Ordinance, deposit or cause to be depo�ited the amounts af mc,ney specified by this Ordinance. (b} The City is duly authorized under the laws af the State of Texas ta issu� the Bonds; all action on its part far the creat.ion and issuance of �he Bonds has been duly and effectively taken; and the Bonds in the hands of the owners thereof are and wi12 be valid and enforceable abligations of the City in accozdance ,��,, with their terms. (c) The City hereby represents that the proceeds of the Bonds � are needed at this time to finance the costs of the Praject and to pay the costs of issuing the Bonds; that, based rn �u�°rent facts, estimates and circumstances it is reasonably e�ec�.ed th�t final disbursement af the proceeds of the Bonds will occux within three Bna-xss�.�sl.� 25 ,��. years after the Clasing Date, that substantially binding ,,,�,,, obl.igations to cammer�ce the imgrovements to be financed with a portion of the proceeds of the Bcands will be incurred within six months after such date, and that the construction or acquisition of the improvements will praceed with due diligence ta completion; that it is not reasonably expected that the proceeds of the Bonds or money deposited in the Znterest and Sinking F`und wi.I2 be used or invested in a manner that would cause the Bonds to be or became "arbitrage bonds, " within the meaning of Se�tion I48 of the Ccde; and that, except for the Interest and Sinking Fund and the Constructiar� Fund, na other funds ar accounts have been estab3ished or pledged to the payment of the Bonds. (d} The City will r�ot take any actian or fail to take any action with re�pect to the investment of the proceeds of the Bonds or any other f�znds af the Gity, including amaunts received from the investment of any of the foregoing, that, based upon the facts, estimates, and circumstanees knawn on the Closing Date, would result in constituting the Bonds "arbitrage bonds, " within the meaning of such Sectian 148 of the Code ar "federally guaranteeci" within the meaning of Section 24� (d} . The City will nat take any deliberate action after the Closing Date that would cause the Bonds to be treated as arbitrage bonds. The City will otherwise compl� �•, with all the requirements of Sections 148 and 149 (d) of the Code. (e) Proper officers of the City charged with the . responsibility of issuing the Bonds are hereby directed to make, execute and deliver certifications as ta facts, estimates and -- circum�tances in existence as of the Closing Date and stating whether there ara any facts, estimates or circumstances that wauld materially change the City ' s current expectations. (f) The City will not take any action or fail ta take aay .. action which would result in the Bonds being treated as "private activity bands, " within the meaning c�f Sectian 142 (a} of the Cade. (g} The City will campZy with the provisions af Section. 148 (f) of the Code, and the regulations promulgateci thereunder, relating to paying certain excess earnings a� investments of praceeds af the Bands to the United States of America, includi.ng any applicable rebate payments, rebate penalties and yield reducti.on payments. (h) The covenants and representations u�ade ar reguired by this Section are for the benefit of the Owners and may be =eli.ed upon by the Owners and bond counse3 for the City. � � BAB-HBBF.391•2 z� .�,��, ARTZCLE X � DEFAULT AND REMEDIES Section 10. 0I. Events of Default. Each af the fol3owing occurrences or events for the purpose of this drdinance is hereby declared to be an Event o� Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; ar (ii} default in the perforiaance or observance of any other covenant, agreement or abligation af the City, which default materially and adversely affects the rights of the Owners, including but not limited to, their praspect or ability ta be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after natice af such defaul.t is given by any Owner ta the City. Sect.ion 10. 02 . Remedies for Default. ,�. � (a) Upan the happening of any Event af Default, then any Owner or an authori2ed representative thereof, including but nat limited to, a trustee or trustees therefor, may proceed against the � � City far the purpose af protecting and en�orcing the rights of the Owners under this �rdinance, by mandamus or ather suit, action or special proceedirig in equity or at law, in any court of campetent � jurisdictian, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby ta enjoin any act or thing that may be unlawful or in violation of any right of the own�rs hereunder or any combination of such remedies. " �� {b} Zt is provided that all such proceedings shall be instituted and maintained far the egual benefit o� all owner� of Bonds then outstanding. Sectian 10 . 03 , Remedies Not Exclusive. (a) Na remedy herein conferred or reserved is inter�ded to be exclusive af ar�y ather available remedy ar remedies, but each and evexy such re�aedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law ar in equity; provided, however, that notwithstanding any other provisian of thi.s Ordinance, the =ight to accelerate the debt evidenced by the Bands shall nat be available '""""`' as a remedy under this Ordinance. (b) The exer�ise of any remedy herein conferred or reserved r�r shall not be deemed a waiver af any other available remedy. a�.s-xsaF.�91-z 2? ', �� ARTICLE XI � DISCHARGE Section 11. 01. Discharqe by Payment. When all Bands have been paid in fuli as to principal and as ta interest and premium, if any, or when all Bonds have become due and payable, whether at maturity or by prior redemption or otherwise, and the City shall have rravided �or the payment of the who2e amount due or to became due on all Bonds theri outstanding, including all interest that has accrued thereon or that may accrue to the date of �aturity or prior re3emption, and any premium due or that may become due at maturity or prior redemptian, by depositing wi�h the Paying Agent/Registrar, for payment of the principal of such autstanding Bands and the interest accrued thereon a�d any premium due thereon, the entire amount due or to become due thereon, and the City shall also have paid or caused to be paid all sums payable under this Ordinance by the City, including the compensation due ar to become due the Paying Agent/ Registrar, then the Payi�g Agent/Registrar, upan receipt of a letter of instructians from the City requesting the same, shall discharge and release the lien af this Ordinance and �xecute and deliver tfl the �=-m City such releases or other instruments as shall be requisite to release the lien hereof. "'�' Section 11. 02 . Discharae by Deposit. (a) The Ci�.y may discharge its obligation to pay the principal af, premium, if any, and interest on aZl or any partion of the Bonds and its obligation to pay other sums payable or to became payable under this Qrdinance by the City, includinq the compensatian due or ta become due the Paying Agent/Registrar, 3n . ._ accordance with the fr�llawing pracedures: (i) depositing or causing to be deposited with the Paying AgentjRegistrar an amount of money that, together with the interest earned on or capital gains or profits to be realized fram the investment of such money, will be sufficient to pay the principal of, premium, if any, and accrued interest on such Bonds to maturity or to the date fixed for prio= redemption of such Bonds, and ta pay such ather aaaounts as may be reasonably estimated by the Faying Agent/Registrar to become payable under this Ordinance with respect to the Bands being prc►vided for, including the compensation due or to become due the Paying AgentfRegistrar; and � (ii) providing the Payinq Agent/Registrar with an opinion of natiana2ly recognized hond counsel acceptab3e to the Paying Agent/Registrar to the effect that the deposit speci�ied in subdivision (i} of this subsection {a} will not cause the '�' interest on any of the Bonds to become subject to federal income taxation. BAB-HBBF.391-2 �� � (b) Subject ta subsection (c) of this Section, upon �,,,, compliance with subsectian (a} af this Section, the Bands the payment for which provi�ion is thus made shall no longer be regarded as autstanding and unpaid, and the Paying Agent/Registrar, upon receipt of a letter of instructions fram the City requesting the same, shall discharge and release the lien of this Ordinance as to such Bonds and shall e�ecute and deliver to the City such releases or other instruments as shall be requisite to release the lien hereof. � {c) Befare the discharge arrd release of any portion af the lien of this 4rdinance pursuant to this Section, the Gity shall make the following provisions with the Paying Agent/Registrar: (i) the establishment of a separate escrow account fund with the Paying AgentjRegistrar for the deposit pursuant to subsection (a) (i) of this Section; (ii) the payment to the Owners at the date of maturity or at the date fixed for priar redemption, as applicable, af the full amaunt to which the Owners of the appropriate Bonds would be entitled by way of principal, gremium, if any, and interest to the date a� such maturity or < prior redemp�ion, (iii) the investment af such moneys by the Paying "" ' Agent/Reqistrar in direct obligations of the United States of America, including obligations, the principa� of and interest - on which are unconditionally guaranteed by the United States o� America, and which may be in book entry form, maturing and/ar bearing interest payable at such time� and in such amaunts as will be �ufficient ta pravide for the scheduled payment and/or redemption of such B�nds in securities or • �- obligations maturinq in sufficient time, in the judgment of the Paying Agent/Registrar, to make available the moneys r�quired for such purposes; (iv) the sending of written notice by first class United States mail to the Owner of each appropziate Bond then outstanding within 30 days following the date of such deposit that such moneys are so available for such payment; and (v) the payment to the City, periodically or follawing fina� payment of the principal of, premium, if ar�y, and interest on the appropriate Bonds, af any moneys, interest earnings, profits or capital gains over and above the amauzxts necessary for such purposes. � � BAS•HBBF.391: �� ARTICLE XII ' EMERGENCY Sectian 12.01. Declaring an Emer.gencv. �w..� That the public importance af this Qrdinance and the fact that it is in the best interest of the City to provide for the construction of the permanent public improvements herea�n contemplated at the earliest possible date constitutes an emergency and creates a necessity for the immediate preservation of the pub2ic peace, praperty, health and safety of th� citizens o� the City, requiring that this Ordirrance be passed and take effect fram and after its passage and approval in accordance with the Charter of the City. FINALLY PASSED, APFROVED AND EFFEGTIVE this 15th day of November, 1993 . (�.�e��1�f� -�_ ATTEST: Mayar, City af Grapevine, Texas City ecretary, ty a� Grapevine, Texas [SEAL] APPROVED AS TO FORM: � -%���//�� City Attorney, Cit of Grapevine, Texas BAB-HB$F391-2 30 MINUTES AND CERTIFICATION PERTAINING TO PASSAGE OF AN ORDINANCE THE STATE OF TEXAS § � COUNTIES OF TARRANT AND DALLAS § CITY OF GRAPEVINE � On the 1st day of November, 1994, the City Council of the City of Grapevine, Texas, convened in Regular Session at the regular meeting place thereof, the meeting being open to the public and notice of said meeting, giving the date, place and subject thereof, having been posted as prescribed by Chapter 551, Texas Government Code, as amended,and the roll was called of the duly constituted officers and members of the City Council, which officers and members are as follows: William D. Tate Mayor Ted R. Ware Councilmember Sharron Spencer Councilmember C. Shane Wilbanks Councilmember Gil Traverse Councilmember Jerry L. Pittman Councilmember Will Wickman Councilmember and all of said persons were present, except the following � � absentees: Councilmember Traverse, thus constituting a quorum. Whereupon, among other business, a written Ordinance bearing the following caption was introduced: �:..„, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS, CANVASSING RETURNS AND DECLARING THE RESULTS OF A BOND ELECTION HELD IN SAID CITY ON THE 29TH DAY OF OCTOBER, 1994; DECLARING AN EMERGENCY; AND PROVIDING AN EFFECTIVE DATE The Ordinance, a tull, true and correct copy of which is attached hereto, was read and reviewed by the City Council. Thereupon, it was duly moved and seconded that the Ordinance be finally passed and adopted. The Presiding Officer put the motion to a vote of the members of the City Council, and the Ordinance was finally passed and adopted by the following vote: AYES: 6 NOES: 0 ABSTENTIONS: 0 '�' The Presiding Officer then dec?ared the Ordinance passed and approved, and signed the same in the presence of the City Council. � ��ar MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, and to correctly reflect the duly constituted officers and members of the BAB-HBBF.390-2 4 �` City Council of said City, and the attached and following copy of said Ordinance is hereby certified to be a true and correct copy of an official copy thereof on file among the official records of the �_, City, all on this the �,�� day of November, 1994 . City 5ec ary City af Grapevine, Texas [s�L� � �,_s, .�... ��.� BAB-HBBF390-2