OR 2003-1038 Issurance of General Obligation Bonds, Series 2003CERTIFICATE FOR ORDINANCE NO. 2003-
THE STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL
We, the undersigned officers of said City, hereby certify as follows:
1. The City Council of said City convened in REGULAR MEETING ON THE 10TH
DAY OF JUNE, 2003, at the City Hall, and the roll was called of the duly constituted officers and
members of said City Council, to-wit:
Douglas N. Stover, Mayor
Tim Brancheau
Jayne Peters
Diana Raines
Thom Suhy
Bill York
Billy Faught
Libby Ball, City Secretary
and all of said persons were present, except the following absentees:/]r]/]/~./~/.]/~ ,-ftlA[i~'C~LL,
thus constituting a quorum. Whereupon, among other business, the following was transacted at said
Meeting: a written
ORDINANCE NO. 2003- l ~>5~r AUTHORIZING THE ISSUANCE OF CITY OF COPPELL,
TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003; APPROVING AN
OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PURCHASE
AGREEMENT AND AN ESCROW AGREEMENT; MAKING PROVISIONS FOR THE
SECURITY THEREOF; AND ORDAINING OTHER MATTERS RELATING TO THE
SUBJECT
was duly introduced for the consideration of said City Council and read in full. It was then duly
moved and seconded that said Ordinance be adopted; and, after due discussion, said motion carrying
with it the adoption of said Ordinance, prevailed and carried by the following vote:
AYES: All members of said City Council shown present above voted "Aye".
NOES:
2. That a true, full and correct copy of the aforesaid Ordinance adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said
Meeting pertaining to the adoption of said Ordinance; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified and acting officers and members of said City
Council as indicated therein; that each of the officers and members of said City Council 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 adoption at said
Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting
for such purpose, and that said Meeting was open to the public and public notice of the time, place
and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code.
3. That the Mayor of said City has approved and hereby approves the aforesaid
Ordinance; that the Mayor and the City Secretary of said City have duly signed said Ordinance; and
that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate
shall constitute the signing of the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED THE 10TH DAY OF JUNE, 2003.
Mayor ~ - '
(CITY SEAL)
ORDINANCE NO. 2003- I°.~~ AUTHORIZING THE ISSUANCE OF CITY OF COPPELL,
TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003; APPROVING AN
OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PURCHASE
AGREEMENT AND AN ESCROW AGREEMENT; MAKING PROVISIONS FOR THE
SECURITY THEREOF; AND ORDAINING OTHER MATTERS RELATING TO THE
SUBJECT
THE STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL
WHEREAS, the City of Coppell, Texas (the "Issuer) has duly issued and there is now outstanding,
the following series or issue of bonds and certificates of obligation which are secured by the full faith and
credit of the Issuer and a pledge by the Issuer to levy ad valorem taxes sufficient to pay principal of and
interest on the bonds and certificates of obligation as they become due and a pledge of surplus revenues to
further secure the certificates of obligation:
CITY OF COPPELL, TEXAS Combination Tax and Revenue Certificates of Obligation,
Series 1995, dated February 1, 1995, maturities February 1, 2004 through February 1, 2005,
in the aggregate principal amount of $450,000 (the "Series 1995 Certificates of Obligation");
CITY OF COPPELL, TEXAS General Obligation Bonds, Series 1995, dated August 1,
1995, maturities February 1, 2004 through February 1, 2007, in the aggregate principal
amount of $225,000 (the "Series 1995 Bonds");
CITY OF COPPELL, TEXAS Combination Tax and Revenue Certificates of Obligation,
Series 1995A, dated August 1, 1995, maturities February 1, 2004 through February 1, 2007,
in the aggregate principal amount of $550,000 (the "Series 1995A Certificates of
Obligation"); and
CITY OF COPPELL. TEXAS Combination Tax and Revenue Certificates of Obligation.
Series 1996, dated June 15, 1996, maturities February 1, 2004 through February 1, 2015, in
the aggregate principal amount of $1,970,000 (the "Series 1996 Certificates of Obligation").
WHEREAS, the Issuer now desires to refund maturities 2005 of the Series 1995 Certificates of
Obligation, in the principal amount of $235,000, maturities 2005 through 2007 of the Series 1995 Bonds, in the
principal amount of $175,000, maturities 2005 through 2007 of the Series 1995A Certificates of Obligation,
in the principal amount of $425,000, maturities 2006 through 2015 of the Series 1996 Certificates of Obligation,
in the principal amount of $1,725,000; for a total aggregate amount of $2,560,000 (the "Refunded
Obligations"); and
WHEREAS. the City Council of the Issuer deems it advisable to refm3d the Refunded Obligations
itl order to achieve a debt se~wice savings of approximately $238,377.50 and a net present value savings of
$197,629.84; and
WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue refunding bonds
and to deposit the proceeds from the sale thereof together with auy other available funds or resources, directly
with a place of payment or paying agent or a trust company or commercial bank that does not act as'a
depository for tile lssuer and is named in these proceedings for the Refi~nded Obligations, and such deposit,
if made beibre such payment dales, shall constitute the making of firm banking and financial an'angements
for the discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207, Texas Government Code. further authorizes the Issuer to enter into zm
escrow agreement with the paying agent, or a trust company or commercial bank, for the Refunded
Obligations with respect to the safekeeping, investment, reinvestment, administration and disposition of anv
such deposit, upon such terms ,'md conditions as the Issuer and such paying agenl may agree, provided that
such deposits may be invested and reinvested including obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable
at such times and in such amounts as will be sufficient to provide for thc scheduled payment or prepayment
of the Refunded Obligations: and
WHEREAS, Wachovia Bank National Association, Houston, Texas, is the Escrow A~oen! for lhe
Escrow Agreement hereinafter authorized, constitutes an agn'eement of the kind authorized and l~ermitted bv
said Chapler 1207, Texas Government Code and the Escrow Agent is so nan~ed in accordance w/th Sectio~
1207.061, Texas Govemment Code; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturily
within 20 years of thc date of the bonds hereinafter authorized; and
WHEREAS, the bonds hereinafter authorized and designated are to be issued and delivered pursuant
to Chapter 1207. Texas Government Code; and
WHEREAS, the meeting was open to thc public and public notice of thc t/mc, place m~d purposc of
said meeting was given pursuant to Chapter 551, Texas Govenzrnent Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COIJNCIL OF THE CITY OF
COPPELL, TEXAS:
Section I. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the CITY
OF COPPELL, TEXAS (the "Issuer") are hereby authorized to be issued and delivered in the aggregate
princip~ amount of $2,715~0¢)0 for refuuding the Rel?unded Obligations.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Ordinance
shall be designated: "CITY OF COPPELL, TEXAS GENERAL OBLIGAIION REFUNDING BOND,
SERIES 2003", and initially there shall be issued, sold, and delivered hereunder a single fully registered bond.
without interest coupous, payable in armual installments of principal (the "Initial Bond"), but the Initial Bond
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may be assigned and transferred and/or converted into and exchanged for a like aggregate principal amoum
of fully registered bonds, without interest coupons, having serial and annual maturities, and in the denomination
or denominations of $5,000 or any integral multiple of $5,000, all in the manner hereinafter provided. The term
"Bonds" as used in this Ordinance shall mean and include collectively the Initial Bond and all substitute bonds
exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and
the term "Bond" shall mean any of the Bonds.
Section3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAl.
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND. (a) The Initial Bond
~s hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without
imerest coupons, dated June 1, 2003, in the denomination and aggregate principal amount of $2,715,000
numbered R-l, payable in annual installments of principal to the i_n. itial registered owner thereof, to-wit: RBC
DAINRA USCHER, INC., or to the registered assignee or assignees of said Bond or any portion or portions
thereof (in each case, the "registered owner"), with the annual installments of principal oftbe In/rial Bond to
be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM OF
INITIAL BOND set forth in this Ordinance.
(b) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due dates of
installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and exchanged
for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and
interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the
FORM OF INITIAL BOND set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the ln/tial Bond shall bear interest from
the date of the Initial Bond and will be calculated on the basis of a 360-day year of twelve 30-day months to
the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the
installments of principal of the Initial Bond, and said interest shall be payable, all in the manner provided and
at the rotes and on the dates stated in the FORM OF INITIAL BOND set forth in this Ordinance.
Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the
In/rial Bond, shall be substantially as follows:
FORM OF INITIAL BOND
NO. R-1
$2,715,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2003
The CITY OF COPPELL, in DALLAS AND DENTON COUNTIES (the "Issuer"), being a political
subdivision of the State of Texas, hereby promises to pay to
RBC DAIN RA USCHER, INC.
or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case, the
"registered owner") the aggregate principal amount of
TWO MILLION SEVEN HUNDRED FIFTEEN THOUSAND DOLLARS
in annual installments of principal due and payable on FEBRUARY I in each of the years, and in the
respective principal amounts, as set forth in the following schedule:
YEAR AMOUNT YEAR AMOUNT
2004 40,000 2010 175,000
2005 470,000 2011 180,000
2006 360,000 2012 185,000
2007 375,000 2013 190,000
2008 165,000 2014 200,000
2009 170,000 2015 205,000
and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such installment of
principal, respectively, from t/me to time remaining unpaid, at the rotes as follows:
maturity 2004, 2.000 % maturity 2010, 3.000 %
maturity 2005, 2.000 % maturity 2011, 3.000 %
maturity 2006, 2.250 % maturity 2012, 3.000 %
maturity 2007, 2.500 % maturity 2013, 3.000 %
maturity2008, 2.500 % maturity2014, 3.100 %
maturity 2009, 2.500 % maturity 2015, 3.200 %
w/th said interest being payable on February 1, 2004, and semiannually on each August 1 and February 1
thereafter while this Bond or any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable
in lawful money of the United States of America, without exchange or collection charges. The installments
of principal and the interest on this Bond are payable to the registered owner hereof ttu'ough the services of
WACHOVIA BANK NATIONAL ASSOCIATION, HOUSTON, TEXAS, which is the "Paying
Agent/Registrar" for this Bond. Payment of all principal of and interest on this Bond shall be made by the
Paying Agent/Registrar to the registered owner hereof on each principal and/or interest payment date by
check or draft, dated as of such date, drawn by the Paying Agent/Registrar on, and payable solely from, funds
of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be
on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft
shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such
principaland/or interest payment date, to the registered owner hereof, at the address of the registered owner,
as it appeared on the 15~h day of the month next preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such other method
acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the registered owner.
The Issuer covenants with the registered owner of tiffs Bond that on or before each principal and/or interest
payment date for tiffs Bond it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on this Bond, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar
is located are authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS BOND has been authorized in accordance with the Constitution and laws of the State of Texas,
in the principal amount of $2,715,000 for refunding the Refunded Obligations.
THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, or any unpaid and
unredeemed portion hereof in any integral multiple of $5,000, may be assigned by the initial registered owner
hereof and shall be transferred only in the Registration Books of the Issuer kept by the Paying
Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set forth in
the Bond Ordinance. Among other requirements for such transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar for cancellation, together with proper instruments of assignment,
in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
by the initial registered owner of tiffs Bond, or any portion or portions hereof in any integral multiple of $5,000,
to the assignee or assignees in whose name or names tiffs Bond or any such portion or portions hereof is or
are to be tmnsfcrred and registered. Any instrument or hastmments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any such portion or portions hereof
by the initial registered owner hereof. A new bond or bonds payable to such assignee or assignees (which
then will be the new registered owner or owners of such new Bond or Bonds) or to the initial registered
owner as to any portion of this Bond which is not being assigned and transferred by the initial registered
owner, shall be del/vered by the Paying Agent/Registrar in conversion of and exchange for this Bond or any
portion or portions hereof, but solely in the form and manner as provided in the next paragraph hereof for the
conversion and exchange of this Bond or any portion hereof. The registered owner of this Bond shall be
deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all
purposes, including payment and discharge of liability upon th/s Bond to the extent of such payment, and the
Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid or
unredeemed principal balance hereof, may be convened into and exchanged for a like aggregate principal
5
amount of fully registered bonds, without interest coupons, payable to the assignee or assignees duly
designated in writing by the initial registered owner hereof, or to the initial registered owner as to any portion
of this Bond which is not being assigned and transferred by the initial registered owner, in any denomination
or denominations in any integral multiple of $5,000 (subject to the requirement hereinafter stated that each
substitute bond issued in exchange for any portion of this Bond shall have a single stated principal maturity
date), upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Bond Ordinance. If this Bond or any portion hereof is assigned and
transferred or converted each bond issued in exchange for any portion hereof shall have a single stated
principalmaturity date corresponding to the due date of the installment of principal of this Bond or portion
hereof for which the substitute bond is being exchanged, and shall bear interest at the rate applicable to and
bome by such installment of principal or portion thereof. Such bonds, respectively, shall be subject to
redemption prior to maturity on the same dates and for the same prices as the corresponding installment of
principal of this Bond or portion hereof for which they are being exchanged. No such bond shall be payable
in installments, but shall have only one stated principal maturity date. AS PROVIDED IN THE BOND
ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED
OR CONVERTED ONCE ONLY, and to one or more assignees, but the bonds issued and delivered in
exchange for this Bond or any portion hereof may be assigned and transferred, and converted, subsequently,
as provided in the Bond Ordinance. The Issuer shall pay the Paying AgenffRegistrar's standard or customary
fees and charges for transferring, converting, and exchanging this Bond or any portion thereof, but the one
requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required to
be paid with respect thereto. The Paying Agent/Registrar shall not be required to make any such assignment,
conversion, or exchange (i) during the period commencing with the dose of business on any Record Date and
ending with the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or portion thereof called for prepayment or redemption prior to maturity, within 45 days
prior to its prepayment or redemption date.
IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint
a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be
mailed to the registered owner of this Bond.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized,
issued, sold, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and
be done precedent to or in the authorization, issuance, and del/very of this Bond have been performed, existed,
and been done in accordance with law; that this Bond is a general obligation of the Issuer, issued on the full
faith and credit thereof; and that ad valorem taxes sufficient to provide for the payment of the interest on and
principal of this Bond, as such interest and principal come due, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been pledged for such payment, within the limit prescribed
by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all
of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and
the Bond Ordinance constitute a contract between the registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed w/th the manual signature
of the Mayor of the Issuer and countersigned with the manual signature of the City Secretary of the Issuer,
has caused the official seal of the Issuer to be duly impressed on this Bond, and has caused this Bond to be
dated June 1, 2003.
City Secretary Mayor
(CITY SEAL)
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public
Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL)
Comptroller of Public Accounts of the State of Texas
Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) R~g~l~gu~qlL~
Transfer. The Issuer shall keep or cause to be kept at the principal corporate Irust office of WACHOVIA
BANK, NATIONAL ASSOCIATION, HOUSTON, TEXAS (the "Paying Agent/Registrar") books or
records of the registration and transfer of the Bonds (the "Registration Books"), and the Issuer hereby
appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and
make such transfers and registrations under such reasonable regulations as the Issuer and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations
as herein provided. The Paying AgenffRegistmr shall obtain and record in the Registration Books the address
of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein
provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of
the address to which payments shall be mailed, and such interest payments shall not be mailed unless such
notice has been given. The Issuer shall have the right to inspect the Registration Books during regular
business hours of the Paying Agent/Registrar, but othenvise the Paying Agent/Registrar shall keep the
Registration Books confidential and, unless otherwise required by law, shall not permit their inspect/on by any
other entity. Registration of each Bond may be transferred in the Registration Books only upon presentation
and surrender of such Bond to the Paying Agent/Registrar for transfer of registration and cancellation,
together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory
to the Paying AgentYRegistrar, (i) evidencing the assignment of the Bond, or any portion thereof in any integral
multiple of $5,000, to the assignee or assignees thereof, and (ii) the fight of such assignee or assignees to have
the Bond or any such portion thereof registered in the name of such assignee or assignees. Upon the
assignment and transfer of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued
in conversion and exchange therefor in the manner herein provided. The Initial Bond, to the extent of the
unpaid or unredeemed principal balance thereof, may be assigned and transferred by the initial registered
owner thereof once only, and to one or more assignees designated in writing by the initial registered owner
thereof. All Bonds issued and delivered in conversion of and exchange for the Initial Bond shall be in any
denomination or denominations of any integral multiple of $5,000 (subject to the requirement hereinatter stated
that each substitute Bond shall have a single stated principal maturity date), shall be in the form prescribed
in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, and shall have the characteristics, and
may be assigned, transferred, and converted as hereinafter provided. If the Initial Bond or any portion thereof
is assigned and transferred or converted the Initial Bond must be surrendered to the Paying Agent/Registrar
for cancellation, and each Bond issued in exchange for any portion of the Initial Bond shall have a single
stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a
principal maturity date corresponding to the due date of the installment of principal or portion thereof for
which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate
applicable to and borne by such installment of principal or portion thereof for which it is being exchanged.
If only a portion of the Initial Bond is assigned and transferred, there shall be delivered to and registered in
the name of the initial registered owner substitute Bonds in exchange for the unassigned balance of the Initial
Bond in the same manner as if the initial registered owner were the assignee thereof. If any Bond or portion
thereof other than the Initial Bond is assigned and transferred or converted each Bond issued in exchange
shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is
exchanged. A form of assignment shall be printed or endorsed on each Bond, excepting the Initial Bond,
which shall be executed by the registered owner or its duly authorized attorney or representative to evidence
an assignment thereof. Upon surrender of any Bonds or any portion or portions thereof for transfer of
registration, an authorized representative of the Paying AgentJRegistrar shall make such transfer in the
Registration Books, and shall deliver a new fully registered substitute Bond or Bonds, having the
characteristics herein described, payable to such assignee or assignees (which then will be the registered
owner or owners of such new Bond or Bonds), or to the previous registered owner in case only a portion of
a Bond is being assigned and transferred, all in conversion of and exchange for said assigned Bond or Bonds
or any po~on or portions thereof, in the same form and manner, and with the same effect, as provided in
Section 6(d), below, for the conversion and exchange of Bonds by any registered owner of a Bond. The
Issuer shall pay the Paying AgenffRegistrafs standard or customary fees and charges for making such
transfer and delivery of a substitute Bond or Bonds, but the one requesting such transfer shall pay any taxes
or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall
not be required to make transfers of registration of any Bond or any portion thereof (i) during the period
commencing with the close of business on any Record Date and ending with the opening of business on the
next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called
for redemption prior to maturity, within 30 days prior to its redemption date.
(b) Ownership of B0nds. The entity in whose name any Bond shall be registered in the Registration
Books at any time shall be deemed and treated as the absolute owner thereof for all purposes of this
Ordinance, whether or not such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall
not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium,
if any, and interest on any such Bond shall be made only to such registered owner. All such payments shall
be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums
so paid.
8
(c) Pa_vment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to
convert and exchange or replace Bonds, all as provided in tiffs Ordinance. The Paying Agent/Registrar shall
keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the
Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled 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 funds for the payment of such interest have been
received from the Issuer. Notice of the SpecialRecord Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days
prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each
Bondholder appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
(d) Conversion and Exchange or Replacement: Authentication. Each Bond issued and delivered
pursuant to this Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount
thereof, may, upon surrender of such Bond at the principal corporate trust office of the Paying
AgenffRegistrar, together with a written request therefor duly executed by the registered owner or the
assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of
signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner or such
assignee or assignees, as appropriate, be converted into and exchanged for fully registered bonds, without
interest coupons, in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in tiffs Ordinance,
in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated
that each substitute Bond shall have a single stated maturity date), as requested in writing by such registered
owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed
principal balance or principal amount of any Bond or Bonds so surrendered, and payable to the appropriate
registered owner, assignee, or assignees, as the case may be. If the Initial Bond is assigned and transferred
or convened each substitute Bond issued in exchange for any portion of the Initial Bond shall have a single
stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a
principal maturity date corresponding to the due date of the installment of principal or portion thereof for
which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate
applicable to and borne by such installment of principal or portion thereof for which it is being exchanged.
Ifa portion of any Bond (other than the Initial Bond) shall be redeemed prior to its scheduled maturity as
provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate,
in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner,
and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered
owner upon surrender thereof for cancellation. If any Bond or portion thereof (other than the Initial Bond)
is assigned and transferred or convened, each Bond issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute
Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar
shall convert and exchange or replace Bonds as provided herein, and each fully registered bond delivered in
conversion of and exchange for or replacement of any Bond or portion thereof as permitted or required by
any provision of rids Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may
again be convened and exchanged or replaced. It is specifically provided that any Bond authenticated in
conversion of and exchange for or replacement of another Bond on or prior to the first scheduled Record
Date for the Initial Bond shall bear interest from the date of the Initial Bond, but each substitute Bond so
authenticated after such first scheduled Record Date shall bear interest from the interest payment date next
preceding the date on which such substitute Bond was so authenticated, unless such Bond is authenticated
after any Record Date but on or before the next following interest payment date, in which case it shall bear
interest from such next following interest payment date; provided, however, that if at the time of delivery of
any substitute Bond the interest on the Bond for which it is being exchanged is due but has not been paid, then
such Bond shall bear interest from the date to which such interest has been paid in full. THE INITIAL
BOND issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated
by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for or
replacement of any Bond or Bonds issued under this Ordinance there shall be printed a certificate, in the form
substantially as follows:
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described on the face of this Bond; and that this Bond has been issued in conversion of and exchange for or
replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by
the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State
of Texas.
Paying Agent/Registrar
Dated By.
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date
and manually sign the above Certificate, and no such Bond shall be deemed to be issued or outstanding unless
such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for
conversion and exchange or replacement. No additional ordinances, orders, or resolutions need be passed
or adopted by the goverrdng body of the Issuer or any other body or person so as to accomplish the foregoing
conversion and exchange or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and
said Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of
customary weight and strength. Pursuant to Chapter 1207, Texas Government Code, the duty of conversion
and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and,
upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the converted and
exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Initial Bond which originally was issued pursuant to this Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any
Bond or any portion thereof, but the one requesting any such transfer, conversion, and exchange shall pay
any taxes or governmental charges required to be paid with respect thereto as a condition precedent to the
exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall not be required to
make any such conversion and exchange or replacement of Bonds or any portion thereof(i) during the period
commencing with the close of business on any Record Date and ending with the opening of business on the
next following principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called
for redemption prior to maturity, with/n 45 days prior to its redemption date.
10
(e) In General All Bonds issued in conversion and exchange or replacement of any other Bond or
portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and
interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their
scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other
Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest
on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF
SUBSTITUTE BOND set forth in this Ordinance.
(f) Pavrnent of Fees and Charges. The Issuer hereby covenants with the registered owners of the
Bonds that it will (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its
services with respect to the payment of the principal of and interest on the Bonds, when due, and (~) pay the
fees and charges of the Paying Agent/Registrar for services with respect to the transfer of registration of
Bonds, and with respect to the conversion and exchange of Bonds solely to the extent above provided in this
Ordinance.
(g) Substitute Paving A~ent/Registrar. The Issuer covenants with the registered owners of the
Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally
qualified bank, trust company, financial institution, or other agency to act as and perform the services of
Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one
entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not
less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior
to the next principal or interest payment date after such notice. In the event that the entity at any time acting
as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or
otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally
qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under
this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent
books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the
Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice
thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United
States mail, fzrst-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be
deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(la) Book-Entry Only Systerrz The Bonds issued in exchange for the Bonds initially issued to the
purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for
each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered
in the name of Cede & Co., as nominee of Depository Trust Company of New York ("DTC"), and except
as provided in subsection (i) hereof, all of the outstanding Bonds shall be registered in the name of Cede &
Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and
the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person
on behalf of whom such a DTC Participant holds an interest on the Bonds. Without limiting the immediately
preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with
11
respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any
ownership interest in the Bonds, (ii) the dehvery to any DTC Participant or any other person, other than a
Bondholder, as shown on the Registration Books, of any notice with respect to the Bonds, including any notice
of redemption, or (ih) the payment to any DTC Participant or any other person, other than a Bondholder, as
shown in the Registration Books of any amount with respect to principal of, premium, if any, or interest on,
as the case may be, the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the
Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each
Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal, prenfium, if any, and interest, as the case may be, w/th respect to such Bond, for the purpose of
giving notices of redemption and other matters with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall
pay all principal of, premim-n, if any, and interest on the Bonds only to or upon the order of the respective
owners, as shown in the Registration Books as provided in this Ordinance, or their respective attomeys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the
Issuer's obhgations with respect to payment of principal of, premium, if any, and interest on, or as the case
may be, the Bonds to the extent of the sum or sums so paid. No person other than an owner, as shown in
the Registration Books, shall receive a Bond certificate evidencing the obligation of the Issuer to make
payments of principal, premium, if any, and interest, as the case may be, pursuant to this Ordinance. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect
to interest checks 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.
(i) Successor Securities D~ositorv: Transfers Outside Bo0k-Entrv Only System. In the event that
the Issuer or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities
described herein and in the representation letter of the Issuer to DTC and that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer or the Paying
Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a)
of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to such
successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of
Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books
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 Bondholders transferring or exchanging
Bonds shall designate, in accordance with the provisions of this Ordinance.
(j) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of, premium, if any, and interest on, or as the case may be, such Bond and all notices with respect
to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the
Issuer to DTC.
Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in conversion
and exchange or replacement of any other Bond or portion thereof, including the form of Paying
Agent/Registrars Certificate to be printed on each of such Bonds, and the Form of Assignrnent to be printed
12
on each of the Bonds, shall be, respectively, substantially as follows, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance.
FORM OF SUBSTITUTE BOND
PRINCIPAL AMOUNT
NO.~ $
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2003
INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP NO.
June 1, 2003
ON THE MATURITY DATE specified above, the CITY OF COPPELL, in DALLAS AND
DENTON COUNTIES, TEXAS (the "Issuer"), being a political subdivision of the State of Texas, hereby
promises to pay to
or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal
mount of
and to pay interest thereon from June 1, 2003 to the maturity date specified above, at the interest rote per
armum specified above; with interest being payable on February 1, 2004 and semiannually thereafter on each
August 1 and February 1, except that if the date of authentication of this Bond is later than January 15, 2004,
such principal amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date (hereinafter defined) but on or
before the next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United
States of America, without exchange or collection charges. The principal of this Bond shall be paid to the
registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for
its redemption prior to maturity, at the principal corporate trust office of WACHOVIA BANK,
NATIONAL ASSOCIATION, HOUSTON, TEXAS, which is the "Paying Agent/Registrar" for this Bond.
The payment of interest on tkis Bond shall be made by the Paying Agent/Registrar to the registered owner
hereof on each interest payment date by check or draft, dated as of such interest payment date, drown by
the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance
authorizing the issuance of the Bonds (the "Bond Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying
Agent/Registrar by United States Mail, first-class postage prepaid, on each such interest payment date, to the
registered owner hereof, at the address of the registered owner, as it appeared on the fifteenth business day
13
of the month next preceding each such date (the "Record Date") on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described, or by such other method acceptable to the Paying
Agent~egistrar requested by, and the risk and expense of, the registered owner. Any accrued interest due
upon the redemption ofth/s Bond prior to maturity as provided herein shall be paid to the registered owner
upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust
office of the Paying Agent/Registrar. The Issuer covenants w/th the registered owner of th/s Bond that on
or before each principal payment date, interest payment date, and accrued interest payment date for this Bond
it will make available to the Paying Agent/Registxar, from the "Interest and Sinking Fund" created by the Bond
Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal
of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the City where the Pay/ng Agent/Registrar
is located are authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the same force and effect as if made on the original
date payment was due.
THIS BOND is one of an issue of Bonds initially dated June 1, 2003, authorized in accordance with
the Constitution and laws of the State of Texas in the principal amount of $2,715,000 for refunding the
Refunded Obligations.
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE
OF $5,000 may be assigned and shall be transferred only in the Registration Books of the Issuer kept by the
Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set
forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must
be presented and surrendered to the Paying Agent/Registrar, together with proper insmnnents of assignment,
in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment
of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees
in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and
registered. The form of Assignment printed or endorsed on this Bond shall be executed by the registered
owner or its duly authorized attorney or representative, to evidence the assignment hereof. A new Bond or
Bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such
new Bond or Bonds), or to the previous registered owner in the case of the assignment and transfer of only
a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and exchange for
this Bond, all in the form and manner as provided in the next paragraph hereof for the conversion and
exchange of other Bonds. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such transfer, but the one requesting such transfer shall pay any taxes or other
governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be
required to make transfers of registration of this Bond or any portion hereof(i) during the period commencing
with the close of business on any Record Date and ending with the opening of business on the next following
principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date. The registered owner of this Bond
shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for
all purposes, including payment and discharge of liability upon th/s Bond to the extent of such payment, and
the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary.
14
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this
Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or
assignees hereof, be converted into and exchanged for a like aggregate principal amount of fully registered
bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the
case may be, having the same maturity date, and beating interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner,
assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. The Issuer
shall pay the Paying Agent]Registrar's standard or customary fees and charges for transferring, converting,
and exchanging any Bond or any portion thereof, but the one requesting such transfer, conversion, and
exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a condition
precedent to the exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall
not be required to make any such conversion and exchange (i) during the period commencing with the close
of business on any Record Date and ending with the opening of business on the next following principal or
interest payment date, or, (ii) with respect to any Bond or portion thereof called for redemption pr/or to
maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint
a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be
mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized,
issued, sold, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and
be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed,
and been done in accordance with law; that this Bond is a general obligation of the Issuer, issued on the full
faith and credit thereof; and that ad valorem taxes sufficient to provide for the payment of the interest on and
principal of this Bond, as such interest and principal come due, have been levied and ordered to be levied
against all taxable property in the Issuer, and have been pledged for such payment, within the limit prescribed
by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all
of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and
the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile
signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City
Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in
facsimile, on this Bond.
City Secretary Mayor
(CITY SEAL)
15
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/R.EGISTRAR'S Aloff]-IENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described
in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for,
a bond, bonds, or a portion of a bond or bonds of a Series which originally was approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated
Wachovia Bank, National Association, Houston, Texas
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized
representative or attorney thereof, hereby assigns this Bond to
(Assignee's Social Security or Tax Payer
Identification Number)
and hereby irrevocably constitutes and appoints
(Print or type Assignee's Name and Address Including Zip
Code)
Attorney, to transfer the registration of this Bond on the Paying AgentJRegistmr's Registration Books with full
power of substitution in the premises.
Dated
NOTICE: This signature must be guaranteed by
a member of the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: This signature must correspond with the
name of the Registered Owner appearing on the face
of this Bond.
16
Section 8. TAX LE~. A special Interest and Sinking Fund (the "Interest and Sinking Fund")
is hereby created solely for the benefit of the Bonds, and the Interest and Sink/ng Fund shall be established
and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall
be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying
the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of
the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year
while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall
compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the
money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a
sinking fund adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of
the original principal amount of the Bonds as a sinking fund each year).
Said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made
for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied,
and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the
Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such
year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient
to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such
principal matures, are hereby pledged for such payment, w/thin the limit prescribed by law.
Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the taxes
granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas law
be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that
the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of
Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the Bonds a security
interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and
enable a filing of a security interest in said pledge to occur.
Section 9. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") w/thin the meaning of this
Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principalof
such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or
otherwSse) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii)
shall have been provided for on or before such due date by irrevocably depositing with or making available
to the Paying Agent/Registrar in accordance w/th an escrow agreement or other instrument (the "Future
Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make
such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at
such times as will insure the availability, without reinvestment, of sufficient money to provide for such
payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for
the payment of its serv/ces until all Defeased Bonds shall have become due and payable. At such time as
a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon
shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied
and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such
money or Defeasance Securities.
17
(b) Any moneys so deposited w/th the Paying Agent/Registrar may at the written direction of the
Issuer also be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required
for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited,
shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased
Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance
Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements
specified in subsection 9(a)(i) or (ii). All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Bonds, w/th respect to wh/ch such
money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of America., (ii)
noncallable obligations of an agency or instrumentality of the United States of America, including obligations
that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the
purchase thereof are rated as to investment quality by a nationally recognized investment rating finn not less
than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality,
or other political subdivision of a state that have been refunded and that, on the date the governing body of
the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required
by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a
maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such
random method as it deems fair and appropriate.
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a)
Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal
amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement
for such Bond in the manner hereinafter provided.
Co) A_rmlication for Replacement Bonds. Application for replacement of damaged, mutilated, lost,
stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In
every case of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall
furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them
to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss,
theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may
be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
18
(c) NO Default Occurrect Notwithstanding the foregoing provisions of this Section, in the event any
such Bond shall have matured, and no default has occurred which is then continuing in the payment of the
principalof, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Reulacement Bond~. Prior to the issuance of any replacement bond, the
Paying AgenffRegistrar shall charge the registered owner of such Bond w/th all legal, printing, and other
expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section
by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the
Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all
other Bonds duly issued under this Ordinance.
(e) Authori _ty for Issuing Replacement Bond~. In accordance with Chapter 1207, Texas Govemment
Code, this Section 10 of this Ordinance shall constitute authority for the issuance of any such replacement
bond without necessity of further action by the governing body of the Issuer or any other body or person, and
the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar,
and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with
the effect, as provided in Section 6(d) of this Ordinance for Bonds issued in conversion and exchange for
other Bonds.
Section ll. CUSTODY, APPROVAL, AND REqilSTRATION OF BONDS;BOND
COUNSEL'S OPINION; CI~ISIP NUMBERS; AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED The Mayor of the Issuer is hereby author/zed to have control of the Irdtial Bond issued
hereunder and all necessary records and proceedings pertaining to the Initial Bond pending its delivery and
its investigation, examination, and approvalby the Attomey General of the State of Texas, and its registration
by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Initial Bond said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually
sign the Comptrollers Registration Certificate on the Initial Bond, and the seal of said Comptroller shall be
impressed, or placed in facsimile, on the Initial Bond. The approv/ng legal opinion of the Issuers bond counsel
and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bond or any Bonds
issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any
legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds.
In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the
Insurer.
Section 12. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to refrain
from taking any action which would adversely affect, and to take any required action to ensure, the treatment
of the Bonds as obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the
"Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts, deposited to a reserve fund, if any) are used for any "private
19
business use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the
projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect
to such private business use, do not, under the terms of tiffs Ordinance, or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the
Bonds, in contravention of Section 141(b)(2) of the Code;
(b) to take any action to assure that /n the event that the "private business use" described in
Subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects f'manced therewith (less
amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private
business use" which is "related" and not "disproportionate," within the meaning of Sect/on 141(b)(3) of the
Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5
percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or
indirectly used to finance loans to persons, other than state or local governmental units, in contravention of
Section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds being treated as
"private activity bonds" within the meaning of Section 141CO) of the Code;
(e) to refrain fi:om taking any action that would result in the Bonds being "federally guaranteed"
within the meaning of Section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire
or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in
Section 148Co)(2) of the Code) which produces a materially higher y/eld over the term of the Bonds, other
than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or,
in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the
purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-
1 Co) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund to the extent
such amounts do not exceed 10 percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the
Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of Section 148
of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to
advance refundings); and
(h) to pay to the United States of America at least once during each five-year period (beginning on
the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings,"
within the meaning of Section 148(0 of the Code and to pay to the United States of America, not later than
20
60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result
of Excess Earnings under Section 148(f) of the Code.
The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the
Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the
refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer
that the covenants contained herein are intended to assure compliance with the Code and any regulations or
rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations
or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such
failure to comply, in the opinion of nationally-recognized bond counsel, w/ll not adversely affect the exemption
from federal income taxation of interest on the Bonds under Section 103 of the Code. In the event that
regulations or mlings are hereafter promulgated which impose additional requirements which are applicable
to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of
interest on the Bonds under Section 103 of the Code. In furtherance of such intention, the Issuer hereby
authorizes and directs the Mayor of the Issuer to execute any documents, certificates or reports required by
the Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are
consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established
by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the
claim of any other person, including without limitation the bondholders. The Rebate Fund is established for
the additional purpose of compliance with Section 148 of the Code.
Section 13. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings
to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its books and records
by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is
made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer shall not expend sale
proceeds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anrfiversary of
the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Issuer obtains an opinion of
nationally-recogrdzed bond counselthat such expenditure will not adversely affect the tax-exempt status of
the Bonds. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains
an opinion that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
Section 14. DISPOSITION OF PROJECT. The Issuer covenants that the properly constituting
the Project originally financed by Refunded Obligations will not be sold or otherwise disposed in a transaction
resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of
nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt
status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property
and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or
other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if
it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
21
Section 15. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer
hereby designates the Bonds as "qualified tax-exempt obligations" as defined in Section 265(b)(3) of the Code.
In furtherance of such designation, the Issuer represents, covenants and warrants the following: (a) that
during the calendar year in which the Bonds are issued, the Issuer (including any subordinate entities) has not
designated nor will designate obligations, which when aggregated with the Bonds, will result in more than
$10,000,000 of "qualified tax-exempt obligations" being issued; and (b) that the Issuer reasonably anticipates
that the amount of mx-exempt obligations issued, during the calendar year in which the Bonds are issued, by
the Issuer (or any subordinate entities) will not exceed $10,000,000.
Section 16. CONTINUINGDISCLOSURE. (a) Annual Reports. (i) The Issuer shall provide
annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after
2003, financial information and operating data w/th respect to the Issuer of the general type included in the
finalOfficial Statement authorized by Section 18 ofth/s Ordinance, being the information described in Exh/bit
A. Any financial statements so to be provided shall be prepared in accordance with the accounting principles
described in Exhibit A thereto, or such other accounting principles as the Issuer may be required to employ
from time to time pursuant to state law or regulation, and audited, if the Issuer commissions an audit of such
statements and the audit is completed within the period during which they must be provided. If the audit of
such financial statements is not complete within such period, then the Issuer shall provide audited financial
statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such
statements become available.
(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change (and
of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required
to provide financial information and operating data pursuant to this Section. 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.
(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material
within the meaning of the federal securities laws:
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Principal and interest payment delinquencies;
Non-payment related defauks;
Unscheduled draws on debt service reserves reflecting financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
Modifications to rights of holders of the Bonds;
Bond calls;
Defeasances;
Release, substitution, or sale of property securing repayment of the Bonds; and
Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure
22
by the Issuer to provide financial information or operating data in accordance with subsection (a) of th/s
Section by the time required by such subsection.
(c) Limitations. Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and
perform the covenants specified in t/tis Section for so long as, but only for so long as, the Issuer remains an
"obligated person" with respect to the Bonds within the meardng of the Rule, except that the Issuer in any
event will give notice of any deposit made in accordance with this Ordinance or apphcable law that causes
Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the
Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right,
remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial
information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant
to this Section and does not hereby undertake to provide any other information that may be relevant or
material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby
undertake to update any information provided in accordance with this Section or otherwise, except as
expressly provided herein. The Issuer does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED
IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT
OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN
ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer
under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change in the
identity, nature, status, or type of operations of the Issuer, but only if(l) the provisions of this Section, as so
mended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds
in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such
offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate
principalamount (or any greater amount required by any other provision of this Ordinance that authorizes such
an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with
the Issuer (such as bond counsel) determined that such amendment will not materially impair the interest of
the holders and beneficial owners of the Bonds. If the Issuer so amends the provisions of this Section, it shall
include with any amended financial information or operating data next provided in accordance with subsection
(a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The Issuer may also amend
or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable
23
provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invahd,
but only if and to the extent that the provisions of th_is sentence would not prevent an underwriter from
lawfully purchasing or selling Bonds in the primary offering of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed to such
terms below:
'g,/SRB" means the Murficipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recogrfized municipal securities information repository w/thin the meaning of the Rule from time to
time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department, officer, or
agency thereof as, and detenrfined by the SEC or its staffto be, a state information depository within
the meaning of the Rule from time to time.
Section 17. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to RB¢
DAINRAU$CHER, INC. (the "Underwriter") for the purchase price of $2,722,608.60 (representing the
par amount of the Bonds of plus a net reoffering premium of $25,618.55 less an Undenvriter's discount on
the Bonds of $18,009.95) plus interest accrued (accrued interest to be deposited into the Interest and Sinking
Fund and premium to be deposited into the Interest and Sinking Fund and applied to paying principal) thereon
to date of delivery pursuant to the terms and provisions of a Purchase Agreement with the Underwriter. It
/s hereby officially found, determined, and declared that the Bonds have been sold pursuant to the terms and
provisions ofa Pumhase Agreement in substantially the form attached hereto as Exhibit B, which the Mayor
of the Issuer is hereby author/zed and directed to execute. It is hereby officially found, determined, and
declared that the terms of this sale are the most advantageous reasonably obtainable. The Initial Bond shall
be registered in the name of RBC DAIN RA USCHER, INC.
Section 17. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form
and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment
thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the
Underwriter in final form, with such changes therein or additions thereto as the officer executing the same
may deem advisable, such determination to be conclusively evidenced by his execution thereof. The
Preliminary Official Statement, dated June 2, 2003, is hereby approved and deemed final as of its date, as
required by SEC Rule 15-2-12, and the distribution and use of the Prelim/nary Official Statement prior to the
date hereof is hereby ratified and confirmed.
Sect/on 18. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The
Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City Secretary of the
Issuer is hereby authorized and directed to attest an Escrow Agreement in substantially the form attached
24
hereto as Exhibit C. In Addition, lhe Mayor is authorized Io execute such subscription tbr lhe purchase of
U. S. Treasury Securities, State and Local Govenmaent Series, or the purchase of direct obligations of the
United States of America as may be necessary for the Escrow Fund. and to authorize such contributions as
may be necessary for the Escrow Fund.
Section 19. NOTICE OF REDEMPTION. That there is attached to this Ordinance, as Exhibit
D, and made a part hereof for all purposes, a notice of prior redemption for the Refunded Oblio~ations to be
redeemed prior to stated maturiLy, and such Refunded Obligations described in said notice of prio;' redemption
are hereby called tbr redemption and shall be redeemed prior to maturity on lhe date, place, ,'md al the price
as set forth therein.
Section 20. NOTICE TO PAYING AGENT/REGISTRAR AND PUBLICATION. The
Refunded Obligations described in Exhibit D attached hereto m'e so called for redemption, and B,4NK ONE.
NA, ,4 UST1N, TEXAS as Paying Agents for tile Refunded Obligations, is hereby directed to make appropriate
arrangements so that such Refunded Obligations may be redeemed at said Bzmk on the redemption dale. A
copy of such Notice of Redemption shall be delivered to the Paying Agent/Registrar so mentioned, and
published in the Texas Bond Reporter.
Section 21. INTEREST EAR'NINGS ON BOND PROCEEDS. The emrtings derived t?om the
investment of proceeds fi'om the sale of the Bonds shall be used along with other Bonds proceeds as
described in Section I hereof; provided that after completion of such prqjcct, if any of such interest earnings
remain on hand, such interest earnings shall be deposited in the Interes! and Sinking Fund. It is further
provided, however, that interest earnings on the Bonds proceeds which are required to be rebated to the
United States of ganerica pursuant to Section 12 hereof in order to prevent the Bonds fi'om bcmg arbitrage
bonds shall be so rebated and not considered as interest earnings for the purpose of this Section.
Section 22, REASONS FOR REFUNDING. The Issuer deems it advisable to issue the
refimding bonds in order to achieve a gross savings of approximately $238,377.50 and a present value savings
of approximately $197,629.84.
Section 23. APPROPRIATION. There is hereby appropriated roi' transtbr to the Interest and
Silzk, Jng Fund, from available funds, moneys sufficient to pay the principal and interest coming due on the
Bonds on February l. 2004.
Section 24. INSURANCE. The Issuer approves the insurance of thc Bonds by MBIA
INSURANCE CORPORA TION and the payment of such premium and covenant to comply with all of the
terms of lhe insur,'mce commimlent, a copy of which is atlached hereto as Exhibil E and is hereby adopted
by this Ordinance.
Section 25. PUBLIC NOTICE. It is hereby officially found and deternfined thai public notice
of the time, place and Purpose of said meeting was given, all as required by Chapter 55 l, Texas Govemnaent
Code.
Section 26.
passage.
EFFECTIVE DATE. This Ordinance shall become effective immediately upon
25
APPROVED THIS THE 10th DAY OF JUNE
for ~/
APPROVED AS TO FORM:
/
Bond Counsel
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 16 of this Ordinance.
I. Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided annually in
accordance with such Section are as specified (and included in the Appendix or under the headings of the
Official Statement and Tables referred to) below:
TABLE 1 through 6, and 8 through 15 and in Appendix B
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.
EXHIBIT B
PURCHASE AGREEMENT
THE PURCHASE AGREEMENT HAS BEEN OMITTED AT THIS POINT AS IT
APPEARS IN EXECUTED FORM ELSEWHERE IN THIS TRANSCRIPT.
EXHIBIT C
ESCROW AGREEMENT
THE ESCROW AGREEMENT HAS BEEN OMITTED AT THIS POINT AS IT APPEARS
IN EXECUTED FORM ELSEWHERE IN THIS TRANSCRIPT.
EXHIBIT D
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the City of Coppell, Texas has called for redemption the outstanding Bonds
and Certificates of Obligation of the City described as follows:
CITYOF COPPELL, TEXAS Combination Tax and Revenue Certificates of Obligation, Series 1995,
dated February 1, 1995, maturing February 1, 2005, in thc prmcipalamount of $235,000, to call date of
thc Certificates of Obhgation so called for redemption at Bank One, NA, Austin, Texas. Call Date:
February 1, 2004.
On February 1, 2004, interest on the Certificates of Obligation shall cease to accrue and be payable.
CITY OF COPPELL, TEXAS General Obligation Bonds, Series 1995, dated August 1, 1995,
maturing February 1, 2005 through February 1,2007, in the principal mount orS 175,000, to call date
of the Bonds so called for redemption at Bank One, NA, Austin, Texas. Call date: February 1, 2004.
On February 1, 2004, interest on the Bonds shall cease to accrue and be payable.
CITY OF COPPELL, TEXAS Combination Tax and Revenue Certificates of Obligation, Series
1995A, dated August 1, 1995, maturing February 1, 2005 ttu'ough February 1, 2007, in thc principal
amount of $425,000, to call date of thc Certificates of Obligation so called for redemption at Bank One,
NA, Austin, Texas. Call Date: February 1,2004.
On February 1, 2004, interest on the Certificates of Obligation shall cease to accrue and bc payable.
CITYOF COPPELL, TEXAS Combination Tax and Revenue Certificates of Obligation, Series 1996,
dated June 15, 1996, maturing February 1,2006 through February 1, 2015, in thc principal amount of
$1,725,000, to call date of the Certificates of Obligation so called for redemption at Bank One, NA,
Austin, Texas. Call Date: Fcbraary 1, 2005.
On February 1, 2005, interest on the Certificates of Obligation shall cease to accrue and be payable.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing thc
issuance of the aforementioned Bonds or Certificates of Obligation and in accordance with the recitals and provisions
of said Bonds or Certificates of Obligation.
NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing the place of
payment of the Bonds or Certificates of Obligation called for redemption with funds sufficient to pay the principal amount
of the Bonds or Certificates of Obligation and the interest thereon to the redemption date. In the event the Bonds or
Certificates of Obligation or any of them are not presented for redemption by the respective date fixed for their
redemption, they shall not thereafter bear interest.
UNDER THE PROVISIONS of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act"),
paying agents making payments of interest and principal on municipal securities may be obligated to withhold 30% tax
from remittance to individuals who have failed to furnish the paying agent with a valid taxpayer identification number.
Registered holders who wish to avoid the imposition of the tax should submit certified taxpayer identification numbers
(via form W-9) when presenting the Bonds or Certificates of Obligation for payment.
NOTICE IS FURTHER GIVEN that the Bonds or Certificates of Obligation should be submitted to either of thc
following addresses:
Mail Delivery or Hand Delivery
Bank One, NA
Global Corporate Trust Services
221 West 6~h Stxeet, Suite 200
Austin, Texas 78701
Doug Stover, Mayor
City of Coppell
EXHIBIT E
INSURANCE COMMITMENT