OR 2007-1180 Certificates of obligation, $9,100,000.
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS ~
COUNTIES OF DALLAS AND DENTON ~
CITY OF COPPELL ~
We, the undersigned officers of said City, hereby certify as follows:
I. The City Council of said City convened in REGULAR MEETING ON THE 11 TH DAY
OF SEPTEMBER, 2007, 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
Brianna Hinojosa-Flores, Mayor Pro Tern
Tim Brancheau
Jayne P. Peters
f ( !l~ T ____Ill
Billy Faught
t (;t,. . . L FH.II..
Bill York
Libby Ball, City Secretary
, #
and all of said persons were present, except the following absentees: If1AIL.f 1M mAJA/CZL. /I1~IIIN EiAIIJCtlA/
thus constituting a quorum. Whereupon, among other business, the following was transacted" at said Meeting:
a written
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2007, IN THE PRINCIPAL AMOUNT OF $9,100,000, APPROVING AN
OFFICIAL STATEMENT AUTHORIZING THE EXECUTION OF A PURCHASE
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: None.
III
,.
.
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 purpose .
~/3zP1: ~
City Secreta
.
SIGNED AND SEALED THE 11TH DAY OF SEPT
(CITY SEAL)
Ctt/J/pIM/tb #0, 2otJ7-11~{)
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS
COMBINA TION TAX AND REVENUE CERTIFICATES OF OBLIGATION,
SERIES 2007, IN THE PRINCIPAL AMOUNT OF $9,100,000, APPROVING AN
OFFICIAL STATEMENT AUTHORIZING THE EXECUTION OF A PURCHASE
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 deems it advisable to give notice of intention to issue Combination Tax and
Certificates of Obligation, in the maximum amount of$9, I 00,000, for the purpose of paying, in whole or in
part, contractual obligations for (a) constructing and improving City sidewalks; (b) constructing an addition
to City Fire Station No.1; (c) constructing and improving City streets; and (d) constructing and improving
the City's cemetery including cemetery buildings and site work, and for paying legal, fiscal, and engineering
fees in connection with such projects; and
WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued and
delivered for cash pursuant to Subchapter C of Chapter 271 of the Local Government Code, and Chapter 367,
Transportation Code; and
WHEREAS, the City Council has heretofore, on the 24th day of July, 2007, adopted a resolution
authorizing and directing the City Secretary to give notice of intention to issue Certificates of Obligation; and
WHEREAS, said notice has been duly published in the Citizens Advocate, which is a newspaper of
general circulation in said City, in its issues of July 27,2007, August 3, 2007 and August 10,2007; and
WHEREAS, the City received no petition from the qualified electors of the City protesting the issuance
of such Certificates of Obligation; and
WHEREAS, the meeting was open to the public and public notice of the time, place and purpose of
said meeting was given pursuant to Chapter 551, Texas Government Code.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL:
Section 1. AMOUNT AND PURPOSE OF THE CERTIFICATES OF OBLIGATION. The
certificate of obligation or certificates of obligation of the City ofCoppell (the "Issuer") are hereby authorized
to be issued and delivered, in the aggregate principal amount of$9, 100,000, for the purpose of paying, in whole
or in part, contractual obligations for (a) constructing and improving City sidewalks; (b) constructing an
addition to City Fire Station No. I; (c) constructing and improving City streets; and (d) constructing and
improving the City's cemetery including cemetery buildings and site work, and for paying legal, fiscal, and
engineering fees in connection with such projects.
Section 2. DESIGNATION OF THE CERTIFICATES OF OBLIGATION. Each certificate
of obligation issued pursuant to this Ordinance shall be designated: "CITY OF COPPELL, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION, SERIES 2007", and initially
there shall be issued, sold, and delivered hereunder a single fully registered certificate of obligation, without
interest coupons, payable in installments of principal (the "Initial Certificate of Obligation"), but the Initial
Certificate of Obligation may be assigned and transferred and/or converted into and exchanged for a like
aggregate principal amount of fully registered certificates of obligation, without interest coupons, having serial
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 "Certificates of Obligation" as used in this Ordinance shall mean and
include collectively the Initial Certificate of Obligation and all substitute certificates of obligation exchanged
therefor, as well as all other substitute certificates of obligation and replacement certificates of obligation issued
pursuant hereto, and the term "Certificate of Obligation" shall mean any of the Certificates of Obligation.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL CERTIFICATE OF
OBLIGATION. (a) The Initial Certificate of Obligation is hereby authorized to be issued, sold, and delivered
hereunder as a single fully registered Certificate of Obligation, without interest coupons, dated September 1,
2007, in the denomination and aggregate principal amount of $9,100,000, numbered R-I, payable in annual
installments of principal to the initial registered owner thereof, to-wit: COASTAL SECURITIES, or to the
registered assignee or assignees of said Certificate of Obligation or any portion or portions thereof (in each
case, the "registered owner"), with the annual installments of principal of the Initial Certificate of Obligation
to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM OF
INITIAL CERTIFICATE OF OBLIGATION set forth in this Ordinance.
(b) The Initial Certificate of Obligation (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 Certificates of Obligation, (iv) shall have the characteristics, and (v) shall
be signed and sealed, and the principal of and interest on the Initial Certificate of Obligation shall be payable,
all as provided, and in the manner required or indicated, in the FORM OF INITIAL CERTIFICATE OF
OBLIGATION set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the Initial Certificate of Obligation shall
bear interest from the date of the Initial Certificate of Obligation, 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 Certificate of Obligation, and said
interest shall be payable, all in the manner provided and at the rates and on the dates stated in the FORM OF
INITIAL CERTIFICATE OF OBLIGATION set forth in this Ordinance.
Section 5. FORM OF INITIAL CERTIFICATE OF OBLIGATION. The form of the Initial
Certificate of Obligation, including the form of Registration Certificate of the Comptroller of Public Accounts
of the State of Texas to be endorsed on the Initial Certificate of Obligation, shall be substantially as follows:
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NO. R-l
FORM OF INITIAL CERTIFICATE OF OBLIGATION
$9,100,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICA TE OF OBLIGA nON, SERIES 2007
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
COASTAL SECURITIES, INC.
or to the registered assignee or assignees of this Certificate of Obligation or any portion or portions hereof (in
each case, the "registered owner") the aggregate principal amount of
NINE MILLION ONE HUNDRED THOUSAND DOLLARS
in annual installments of principal due and payable on February 1 in each of the years, and in the respective
principal amounts, as set forth in the following schedule:
YEAR AMOUNT YEAR AMOUNT
2008 $590,000 2018 $450,000
2009 445,000 2019 450,000
2010 445,000 2020 450,000
2011 445,000 2021 450,000
2012 445,000 2022 450,000
2013 445,000 2023 450,000
2014 445,000 2024 450,000
2015 445,000 2025 450,000
2016 445,000 2026 450,000
2017 450,000 2027 450,000
and to pay interest, from the date of this Initial Certificate of Obligation, on the balance of each such
installment of principal, respectively, from time to time remaining unpaid, at the rates as follows:
maturity 2008, 4.000%
maturity 2009 4.000%
maturity 2010,4.000%
maturity 2011,4.000%
maturity 2012,4.000%
maturity 2013,4.000%
maturity 2014 4.000%
maturity 2015, 4.000%
maturity 2016,4.000%
maturity 2017, 4.000%
"'.-
maturity 2018,4.000%
maturity 2019,4.000%
maturity 2020, 4.000%
maturity 2021, 4.000%
maturity 2022,4.000%
maturity 2023,4.000%
maturity 2024, 4.000%
maturity 2025, 4.000%
maturity 2026,4.125%
maturity 2027, 4.125%
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with said interest being payable on February 1, 2008,and semiannually on each August 1 and February 1
thereafter while this Certificate of Obligation or any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Certificate of
Obligation 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 Certificate of Obligation are payable to the
registered owner hereof through the services of U.S. BANK NATIONAL ASSOCIATION, HOUSTON,
TEXAS, which is the "Paying Agent/Registrar" for this Certificate of Obligation. Payment of all principal of
and interest on this Certificate of Obligation 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 Certificate of Obligation (the "Certificate of Obligation 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 principal
and/or interest payment date, to the registered owner hereof, at the address of the registered owner, as it
appeared on the 15th day ofthe month next preceding each such date (the "Record Date") on the Registration
Books kept by the Paying Agent/Registrar, as hereinafter described. The Issuer covenants with the registered
owner of this Certificate of Obligation that on or before each principal and/or interest payment date for this
Certificate of Obligation it will make available to the Paying Agent/ Registrar, from the "Interest and Sinking
Fund" created by the Certificate of Obligation Ordinance, the amounts required to provide for the payment,
in immediately available funds, of all principal of and interest on this Certificate of Obligation, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate of Obligation 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 CERTIFICATE OF OBLIGATION has been authorized in accordance with the Constitution
and laws of the State of Texas, in the principal amount of$9,100,000, for the purpose of paying, in whole or
in part, contractual obligations for (a) constructing and improving City sidewalks; (b) constructing an addition
to City Fire Station No.1; (c) constructing and improving City streets; and (d) constructing and improving
the City's cemetery including cemetery buildings and site work, and for paying legal, fiscal, and engineering
fees in connection with such projects.
ON FEBRUARY 1,2017, or any date thereafter, the unpaid installments of principal of this Certificate
of Obligation may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, with
funds derived from any available source, as a whole, or in part, and, if in part, the Issuer shall select and
designate the maturity, or maturities, and the amount that is to be redeemed, and ifless than a whole maturity
is to be called, the Issuer shall direct the Paying Agent/Registrar to call by lot (provided that a portion of this
Certificate of Obligation may be redeemed only in an integral multiple of$5,000), at the redemption price of
the principal amount, plus accrued interest to the date fixed for prepayment or redemption.
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written
notice of such prepayment or redemption shall be mailed by the Paying Agent/Registrar to the registered owner
hereof. By the date fixed for any such prepayment or redemption due provision shall be made by the Issuer
4
with the Paying Agent/Registrar for the payment of the required prepayment or redemption price for this
Certificate of Obligation or the portion hereof which is to be so prepaid or redeemed, plus accrued interest
thereon to the date fixed for prepayment or redemption. If such written notice of prepayment or redemption
is given, and if due provision for such payment is made, all as provided above, this Certificate of Obligation,
or the portion thereof which is to be so prepaid or redeemed, thereby automatically shall be treated as prepaid
or redeemed prior to its scheduled due date, and shall not bear interest after the date fixed for its prepayment
or redemption, and shall not be regarded as being outstanding except for the right of the registered owner to
receive the prepayment or redemption price plus accrued interest to the date fixed for prepayment or redemption
from the Paying Agent/Registrar out of the funds provided for such payment The Paying Agent/Registrar shall
record in the Registration Books all such prepayments or redemptions of principal of this Certificate of
Obligation or any portion hereof.
THIS CERTIFICATE OF OBLIGATION, 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 this Certificate of Obligation, upon the terms
and conditions set forth in the Certificate of Obligation Ordinance. Among other requirements for such
transfer, this Certificate of Obligation 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 this
Certificate of Obligation, or any portion or portions hereof in any integral multiple of$5,000, to the assignee
or assignees in whose name or names this Certificate of Obligation or any such portion or portions hereof is
or are to be transferred and registered. Any instrument or instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Certificate of Obligation or any such portion
or portions hereof by the initial registered owner hereof. A new certificate of obligation or certificates of
obligation payable to such assignee or assignees (which then will be the new registered owner or owners of such
new certificate of obligation or certificates of obligation) or to the initial registered owner as to any portion of
this Certificate of Obligation which is not being assigned and transferred by the initial registered owner, shall
be delivered by the Paying Agent/Registrar in conversion of and exchange for this Certificate of Obligation 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 Certificate of Obligation or any portion hereof. The registered owner of
this Certificate of Obligation 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 this Certificate of
Obligation 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 Certificate of Obligation Ordinance, this Certificate of Obligation,
to the extent of the unpaid or unredeemed principal balance hereof, may be converted into and exchanged for
a like aggregate principal amount offully registered certificates of obligation, 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 Certificate of Obligation 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 certificate of obligation issued in exchange for any
portion of this Certificate of Obligation shall have a single stated principal maturity date), upon surrender of
this Certificate of Obligation to the Paying Agent/Registrar for cancellation, all in accordance with the form
and procedures set forth in the Certificate of Obligation Ordinance. If this Certificate of Obligation or any
portion hereof is assigned and transferred or converted each certificate of obligation issued in exchange for any
5
portion hereof shall have a single stated principal maturity date corresponding to the due date of the installment
of principal of this Certificate of Obligation or portion hereof for which the substitute certificate of obligation
is being exchanged, and shall bear interest at the rate applicable to and borne by such installment of principal
or portion thereof. Such certificates of obligation, 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 Certificate of
Obligation or portion hereof for which they are being exchanged. No such certificate of obligation shall be
payable in installments, but shall have only one stated principal maturity date. AS PROVIDED IN THE
CERTIFICATE OF OBLIGATION ORDINANCE, THIS CERTIFICATE OF OBLIGATION IN ITS
PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and
to one or more assignees, but the certificates of obligation issued and delivered in exchange for this Certificate
of Obligation or any portion hereof may be assigned, transferred and converted, subsequently, as provided in
the Certificate of Obligation Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for transferring, converting, and exchanging this Certificate of Obligation 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 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 Certificate of Obligation 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 Certificate of Obligation is changed by the
Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate of Obligation
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 Certificate of Obligation.
IT IS HEREBY certified, recited, and covenanted that this Certificate of Obligation 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 Certificate of
Obligation have been performed, existed, and been done in accordance with law; that this Certificate of
Obligation 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 Certificate of Obligation, 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, and that this Certificate
of Obligation is additionally secured by and payable from the limited surplus revenues of the Issuer's
Waterworks and Sewer System, remaining after payment of all operation and maintenance expenses thereof,
and all debt service, reserve, and other requirements in connection with all of the Issuer's obligations (now or
hereafter outstanding), which are payable from all or any part of the Net Revenues of the Issuer's Waterworks
and Sewer System.
BY BECOMING the registered owner ofthis Certificate of Obligation, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate of Obligation Ordinance, agrees to be bound
by such terms and provisions, acknowledges that the Certificate of Obligation 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 Certificate of Obligation and the Certificate of Obligation Ordinance constitute
a contract between the registered owner hereof and the Issuer.
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""-..-
IN WITNESS WHEREOF, the Issuer has caused this Certificate of Obligation to be signed with the
manual or facsimile signature of the Mayor of the Issuer, 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 Certificate of Obligation to be dated September 1, 2007.
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 Certificate of Obligation has been examined, certified as to validity, and
approved by the Attorney General of the State of Texas, and that this Certificate of Obligation has been
registered by the Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE CERTIFICATES OF
OBLIGATION. Registration and Transfer.(a) The Issuer shall keep or cause to be kept at the principal
corporate trust office of U.S. Bank National Association, Houston, Texas, (the "Paying Agent/Registrar")
books or records of the registration and transfer of the Certificates of Obligation (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 Agent/Registrar shall obtain and record in the Registration Books the address of
the registered owner of each Certificate of Obligation to which payments with respect to the Certificates of
Obligation 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 otherwise the Paying Agent/Registrar
shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their
inspection by any other entity. Registration of each Certificate of Obligation may be transferred in the
Registration Books only upon presentation and surrender of such Certificate of Obligation 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 Agent/ Registrar, (i) evidencing
the assignment of the Certificate of Obligation, or any portion thereof in any integral multiple of$5,OOO, to the
assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Certificate of
Obligation or any such portion thereof registered in the name of such assignee or assignees. Upon the
7
assignment and transfer of any Certificate of Obligation or any portion thereof, a new substitute Certificate
of Obligation or Certificates of Obligation shall be issued in conversion and exchange therefor in the manner
herein provided. The Initial Certificate of Obligation, 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 Certificates of Obligation
issued and delivered in conversion of and exchange for the Initial Certificate of Obligation shall be in any
denomination or denominations of any integral multiple of$5, 000 (subject to the requirement hereinafter stated
that each substitute Certificate of Obligation shall have a single stated principal maturity date), shall be in the
form prescribed in the FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION set forth in this
Ordinance, and shall have the characteristics, and may be assigned, transferred, and converted as hereinafter
provided. If the Initial Certificate of Obligation or any portion thereof is assigned and transferred or converted
the Initial Certificate of Obligation must be surrendered to the Paying Agent/Registrar for cancellation, and
each Certificate of Obligation issued in exchange for any portion of the Initial Certificate of Obligation shall
have a single stated principal maturity date, and shall not be payable in installments; and each such Certificate
of Obligation shall have a principal maturity date corresponding to the due date of the installment of principal
or portion thereof for which the substitute Certificate of Obligation is being exchanged; and each such
Certificate of Obligation 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 Certificate of
Obligation is assigned and transferred, there shall be delivered to and registered in the name of the initial
registered owner substitute Certificates of Obligation in exchange for the unassigned balance of the Initial
Certificate of Obligation in the same manner as if the initial registered owner were the assignee thereof. If any
Certificate of Obligation or portion thereof other than the Initial Certificate of Obligation is assigned and
transferred or converted each Certificate of Obligation issued in exchange therefor shall have the same principal
maturity date and bear interest at the same rate as the Certificate of Obligation for which it is exchanged. A
form of assignment shall be printed or endorsed on each Certificate of Obligation, excepting the Initial
Certificate of Obligation, which shall be executed by the registered owner or its duly authorized attorney or
representative to evidence an assignment thereof. Upon surrender of any Certificates of Obligation or any
portion or portions thereof for transfer of registration, an authorized representative of the Paying
Agent/Registrar shall make such transfer in the Registration Books, and shall deliver a new fully registered
substitute Certificate of Obligation or Certificates of Obligation, having the characteristics herein described,
payable to such assignee or assignees (which then will be the registered owner or owners of such new
Certificate of Obligation or Certificates of Obligation), or to the previous registered owner in case only a
portion of a Certificate of Obligation is being assigned and transferred, all in conversion of and exchange for
said assigned Certificate of Obligation or Certificates of Obligation or any portion 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 Certificates of Obligation by any registered owner of a Certificate of Obligation. The Issuer shall
pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer and delivery
of a substitute Certificate of Obligation or Certificates of Obligation, 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 Certificate of Obligation 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 Certificate of Obligation or any portion thereof called for redemption prior to maturity, within 45 days
prior to its redemption date.
(b) Ownership of Certificates of Obligation. The entity in whose name any Certificate of Obligation
shall be registered in the Registration Books at any time shall be deemed and treated as the absolute owner
8
thereof for all purposes of this Ordinance, whether or not such Certificate of Obligation shall be overdue, and
the Issuer and the Paying AgentlRegistrar 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 Certificate of Obligation shall be
made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge
the liability upon such Certificate of Obligation to the extent of the sum or sums so paid.
(c) Payment of Certificates of Obligation 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 Certificates of
Obligation, and to act as its agent to convert and exchange or replace Certificates of Obligation, all as provided
in this 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 Certificates of Obligation, and of all conversions and
exchanges of Certificates of Obligation, and all replacements of Certificates of Obligation, 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 Special Record Date and of the scheduled payment date of the past due interest (which
shall be fifteen (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 Certificate
of Obligation holder appearing on the Security Register 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 Certificate of Obligation 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 Certificate of Obligation at the principal corporate trust
office of the Paying Agent/Registrar, 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 certificates
of obligation, without interest coupons, in the form prescribed in the FORM OF SUBSTITUTE
CERTIFICATE OF OBLIGATION set forth in this Ordinance, in the denomination of$5,OOO, or any integral
multiple of$5,000 (subject to the requirement hereinafter stated that each substitute Certificate of Obligation
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 Certificate of Obligation or Certificates of Obligation so surrendered, and payable to the
appropriate registered owner, assignee, or assignees, as the case may be. If the Initial Certificate of Obligation
is assigned and transferred or converted each substitute Certificate of Obligation issued in exchange for any
portion of the Initial Certificate of Obligation shall have a single stated principal maturity date, and shall not
be payable in installments; and each such Certificate of Obligation shall have a principal maturity date
corresponding to the due date of the installment of principal or portion thereof for which the substitute
Certificate of Obligation is being exchanged; and each such Certificate of Obligation 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 a portion of any Certificate of Obligation (other than the Initial Certificate of Obligation) shall
be redeemed prior to its scheduled maturity as provided herein, a substitute Certificate of Obligation or
Certificates of Obligation 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 Certificate of Obligation or portion thereof (other than the Initial Certificate
9
of Obligation) is assigned and transferred or converted, each Certificate of Obligation issued in exchange
therefor shall have the same principal maturity date and bear interest at the same rate as the Certificate of
Obligation for which it is being exchanged. Each substitute Certificate of Obligation shall bear a letter and/or
number to distinguish it from each other Certificate of Obligation. The Paying Agent/Registrar shall convert
and exchange or replace Certificates of Obligation as provided herein, and each fully registered certificate of
obligation delivered in conversion of and exchange for or replacement of any Certificate of Obligation or
portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the
Certificates of Obligation for all purposes of this Ordinance, and may again be converted and exchanged or
replaced. It is specifically provided that any Certificate of Obligation authenticated in conversion of and
exchange for or replacement of another Certificate of Obligation on or prior to the first scheduled Record Date
for the Initial Certificate of Obligation shall bear interest from the date of the Initial Certificate of Obligation,
but each substitute Certificate of Obligation so authenticated after such first scheduled Record Date shall bear
interest from the interest payment date next preceding the date on which such substitute Certificate of
Obligation was so authenticated, unless such Certificate of Obligation 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 Certificate
of Obligation the interest on the Certificate of Obligation for which it is being exchanged is due but has not
been paid, then such Certificate of Obligation shall bear interest from the date to which such interest has been
paid in full. THE INITIAL CERTIFICATE OF OBLIGATION 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 Certificate of Obligation issued in conversion of and exchange for or replacement of any Certificate
of Obligation or Certificates of Obligation 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 Certificate of Obligation has been issued under the provisions of the
Certificate of Obligation Ordinance described on the face of this Certificate of Obligation; and that this
Certificate of Obligation has been issued in conversion of and exchange for or replacement of a certificate of
obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of obligation 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
By
Authorized Representative"
Dated
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate
of Obligation, date and manually sign the above Certificate, and no such Certificate of Obligation shall be
deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar
promptly shall cancel all Certificates of Obligation surrendered for conversion and exchange or replacement.
No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer
or any other body or person so as to accomplish the foregoing conversion and exchange or replacement of any
Certificate of Obligation or portion thereof, and the Paying Agent/Registrar shall provide for the printing,
execution, and delivery of the substitute Certificates of Obligation in the manner prescribed herein, and said
Certificates of Obligation shall be of type composition printed on paper with lithographed or steel engraved
borders of customary weight and strength. Pursuant to Chapter 1201, Texas Government Code, the duty of
10
conversion and exchange or replacement of Certificates of Obligation as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of the above Paying AgentlRegistrar's Authentication
Certificate, the converted and exchanged or replaced Certificate of Obligation shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Initial Certificate of Obligation 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 AgentlRegistrar's standard or customary fees and charges
for transferring, converting, and exchanging any Certificate of Obligation 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 Certificates of Obligation 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 Certificate of Obligation or portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date.
(e) In General. All Certificates of Obligation issued in conversion and exchange or replacement of
any other Certificate of Obligation or portion thereof, (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Certificates of Obligation to be payable only to the
registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and
assigned, (iv) may be converted and exchanged for other Certificates of Obligation, (v) shall have the
characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Certificates of
Obligation shall be payable, all as provided, and in the manner required or indicated, in the FORM OF
SUBSTITUTE CERTIFICATE OF OBLIGATION set forth in this Ordinance.
(f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners of the
Certificates of Obligation 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 Certificates
of Obligation, when due, and (ii) pay the fees and charges of the Paying AgentlRegistrar for services with
respect to the transfer of registration of Certificates of Obligation, and with respect to the conversion and
exchange of Certificates of Obligation solely to the extent above provided in this Ordinance.
(g) Substitute Paying AgentlRegistrar. The Issuer covenants with the registered owners of the
Certificates of Obligation that at all times while the Certificates of Obligation 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 Certificates of Obligation under this Ordinance, and
that the Paying AgentlRegistrar 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 AgentlRegistrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along
with all other pertinent books and records relating to the Certificates of Obligation, 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 AgentlRegistrar to each
registered owner of the Certificates of Obligation, by United States mail, first-class postage prepaid, which
11
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notice also shall give the address of the new Paying AgentlRegistrar. By accepting the position and performing
as such, each Paying AgentlRegistrar 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.
(h) Book-Entry Only System. The Certificates of Obligation issued in exchange for the Certificates
of Obligation initially issued to the purchaser specified herein shall be initially issued in the form of a separate
single fully registered Certificate of Obligation for each of the maturities thereof. Upon initial issuance, the
ownership of each such Certificate of Obligation 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 (f) hereof, all of
the outstanding Certificates of Obligation shall be registered in the name of Cede & Co., as nominee ofDTC.
With respect to Certificates of Obligation registered in the name of Cede & Co., as nominee ofDTC,
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 Certificates of Obligation.
Without limiting the immediately preceding sentence, the Issuer and the Paying AgentlRegistrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Certificates of Obligation, (ii) the delivery to any DTC
Participant or any other person, other than a Certificate of Obligation holder, as shown on the Registration
Books, of any notice with respect to the Certificates of Obligation, including any notice of redemption, or (iii)
the payment to any DTC Participant or any other person, other than a Certificate of Obligation holder, 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 Certificates of Obligation. 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 Certificate of Obligation is registered in the Registration Books as the absolute owner of such
Certificate of Obligation for the purpose of payment of principal, premium, if any, and interest, as the case may
be, with respect to such Certificate of Obligation, for the purpose of giving notices of redemption and other
matters with respect to such Certificate of Obligation, for the purpose of registering transfers with respect to
such Certificate of Obligation, and for all other purposes whatsoever. The Paying AgentlRegistrar shall pay
all principal of, premium, if any, and interest on the Certificates of Obligation only to or upon the order of the
respective owners, as shown in the Registration Books as provided in this Ordinance, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Issuer's obligations with respect to payment of principal of, premium, if any, and interest on, or
as the case may be, the Certificates of Obligation 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 Certificate of Obligation 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 AgentlRegistrar 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 Depository; Transfers Outside Book-Entry 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 Certificates of Obligation that they be able to obtain certificated Certificates of
Obligation, the Issuer or the Paying AgentlRegistrar 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
12
DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more
separate Certificates of Obligation to such successor securities depository or (ii) notify DTC and DTC
Participants of the availability through DTC of Certificates of Obligation and transfer one or more separate
Certificates of Obligation to DTC Participants having Certificates of Obligation credited to their DTC
accounts. In such event, the Certificates of Obligation shall no longer be restricted to being registered in the
Registration Books in the name of Cede & Co., as nominee ofDTC, but may be registered in the name of the
successor securities depository, or its nominee, or in whatever name or names Certificate of Obligation holders
transferring or exchanging Certificates of Obligation shall designate, in accordance with the provisions of this
Ordinance.
G) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Certificate of Obligation 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 Certificate
of Obligation and all notices with respect to such Certificate of Obligation shall be made and given,
respectively, in the manner provided in the representation letter of the Issuer to DTC.
Section 7. FORM OF SUBSTITUTE CERTIFICATES OF OBLIGATION. The form of all
Certificates of Obligation issued in conversion and exchange or replacement of any other Certificate of
Obligation or portion thereof, including the form of Paying Agent/Registrar's Certificate to be printed on each
of such Certificates of Obligation, and the Form of Assignment to be printed on each of the Certificates of
Obligation, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or
insertions as are permitted or required by this Ordinance.
FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION
NO.
PRINCIPAL AMOUNT
$
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2007
MATURITY DATE
DATE OF ORIGINAL ISSUE
CUSIP NO.
INTEREST RATE
September 1, 2007
ON THE MATURITY DATE specified above, THE CITY OF COPPELL (the "Issuer") in the
COUNTIES OF DALLAS AND DENTON, 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 amount
of
13
and to pay interest thereon from September I, 2007, to the maturity date specified above, or the date of
redemption prior to maturity, at the interest rate per annum specified above with interest being payable on
February 1,2008, and semiannually on each August 1 and February I thereafter; except that if the date of
authentication of this Certificate of Obligation is later than January 15, 2008, 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 Certificate of Obligation are payable in lawful
money of the United States of America, without exchange or collection charges. The principal of this
Certificate of Obligation shall be paid to the registered owner hereof upon presentation and surrender of this
Certificate of Obligation at maturity or upon the date fixed for its redemption prior to maturity, at the principal
corporate trust office of u.s. BANK NATIONAL ASSOCIATION, HOUSTON, TEXAS, which is the
"Paying Agent/Registrar" for this Certificate of Obligation. The payment of interest on this Certificate of
Obligation shall be made by the Paying Agent/Registrar to the registered owner hereof on the interest payment
date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the Issuer required by the Ordinance authorizing the issuance of the Certificates
of Obligation (the "Certificate of Obligation 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 15th day of the month next preceding 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. Any accrued interest due upon the redemption of this Certificate of
Obligation prior to maturity as provided herein shall be paid to the registered owner at the principal corporate
trust office of the Paying Agent/Registrar upon presentation and surrender of this Certificate of Obligation for
redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer
covenants with the registered owner of this Certificate of Obligation that on or before each principal payment
date, interest payment date, and accrued interest payment date for this Certificate of Obligation, it will make
available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate of
Obligation Ordinance, the amounts required to provide for the payment, in immediately available funds, of all
principal of and interest on the Certificates of Obligation, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate of Obligation 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 CERTIFICATE OF OBLIGATION is one of an issue of Certificates of Obligation initially
dated September 1,2007, authorized in accordance with the Constitution and laws of the State of Texas in the
principal amount of $9,1 00,000, for the purpose of paying, in whole or in part, contractual obligations for (a)
constructing and improving City sidewalks; (b) constructing an addition to City Fire Station No.1; (c)
constructing and improving City streets; and (d) constructing and improving the City's cemetery including
cemetery buildings and site work, and for paying legal, fiscal, and engineering fees in connection with such
projects.
14
ON FEBRUARY 1,2017, or any date thereafter, the Certificates of Obligation of this Series may be
redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available
source, as a whole, or in part, and, if in part, the maturity or maturities of Certificates of Obligation and the
amounts thereof, to be redeemed shall be selected and designated by the Issuer, and the Issuer shall direct the
Paying AgentJRegistrar to call by lot Certificates of Obligation, or portions thereof within such maturities and
in such principal amounts, for redemption (provided that a portion of this Certificate of Obligation may be
redeemed only in an integral multipleof$5,000), at the prepayment or redemption price of the principal amount
thereof, plus accrued interest to the date fixed for prepayment or redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Certificates of Obligation or portions
thereof prior to maturity a written notice of such redemption shall be sent by the Paying AgentJRegistrar by
United States mail, first-class postage prepaid, not less than 30 days prior to the date fixed for any such
redemption, to the registered owner of each Certificate of Obligation to be redeemed at its address as it
appeared on the 45th day prior to such redemption date; provided, however, that the failure to send, mail or
receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Certificate of Obligation, and it is hereby specifically
provided that the mailing of such notice as required above shall be the only notice actually required in
connection with or as a prerequisite to the redemption of any Certificates of Obligations or portions thereof
By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the
payment of the required redemption price for the Certificates of Obligation or portions thereof which are to be
so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of
redemption is mailed and if due provision for such payment is made, all as provided above, the Certificates of
Obligation or portions thereof which are to be so redeemed thereby automatically shall be treated as redeemed
prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption
price plus accrued interest from the Paying AgentJRegistrar out of the funds provided for such payment. If a
portion of any Certificate of Obligation shall be redeemed a substitute Certificate of Obligation or Certificates
of Obligation having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000, at the written request of the registered owner, and in
aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon
the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Certificate of
Obligation Ordinance.
THIS CERTIFICATE OF OBLIGATION 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 Certificates of
Obligation, upon the terms and conditions set forth in the Certificate of Obligation Ordinance. Among other
requirements for such assignment and transfer, this Certificate of Obligation must be presented and surrendered
to the Paying AgentJRegistrar, together with proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate of Obligation
or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name
or names this Certificate of Obligation or any such portion or portions hereof is or are to be transferred and
registered. The form of Assignment printed or endorsed on this Certificate of Obligation shall be executed by
the registered owner or its duly authorized attorney or representative to evidence the assignment hereof. A new
Certificate of Obligation or Certificates of Obligation payable to such assignee or assignees (which then will
be the new registered owner or owners of such new Certificate of Obligation or Certificates of Obligation), or
to the previous registered owner in the case of the assignment and transfer of only a portion of this Certificate
15
..-.0
of Obligation, may be delivered by the Paying Agent/Registrar in conversion of and exchange for this
Certificate of Obligation, all in the form and manner as provided in the next paragraph hereof for the
conversion and exchange of other Certificates of Obligation. The Issuer shall pay the Paying AgentlRegistrar'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 Certificate of Obligation 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
Certificate of Obligation or any portion thereof called for redemption prior to maturity, within 45 days prior
to its redemption date. The registered owner of this Certificate of Obligation 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 this Certificate of Obligation to the extent of such payment, and the Issuer and the
Paying Agent/Registrar shall not be affected by any notice to the contrary.
ALL CERTIFICATES OF OBLIGATION OF THIS SERIES are issuable solely as fully registered
certificates of obligation, without interest coupons, in the denomination of any integral multiple of $5,000.
As provided in the Certificate of Obligation Ordinance, this Certificate of Obligation, 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 Certificates of Obligation, without
interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be,
having the same maturity date, and bearing 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 Certificate of Obligation to the Paying Agent/Registrar
for cancellation, all in accordance with the form and procedures set forth in the Certificate of Obligation
Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for
transferring, converting, and exchanging any Certificate of Obligation 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 Certificate of
Obligation or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption
date.
IN THE EVENT any Paying Agent/Registrar for the Certificates of Obligation is changed by the
Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate of Obligation
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 Certificates of Obligation.
IT IS HEREBY certified, recited, and covenanted that this Certificate of Obligation 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 Certificate of
Obligation have been performed, existed, and been done in accordance with law; that this Certificate of
Obligation 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 Certificate of Obligation, 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, and that this Certificate
of Obligation is additionally secured by and payable from the limited surplus revenues of the Issuer's
Waterworks and Sewer System, remaining after payment of all operation and maintenance expenses thereof,
16
~,'-"
and all debt service, reserve, and other requirements in connection with all of the Issuer's obligations (now or
hereafter outstanding), which are payable from all or any part of the net revenues of the Issuer's Waterworks
and Sewer System.
BY BECOMING the registered owner of this Certificate of Obligation, the registered owner thereby
acknowledges all of the terms and provisions of the Certificate of Obligation Ordinance, agrees to be bound
by such terms and provisions, acknowledges that the Certificate of Obligation 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 Certificate of Obligation and the Certificate of Obligation Ordinance constitute
a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate of Obligation 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 Certificate of Obligation.
City Secretary
Mayor
(CITY SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate of Obligation 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 Certificate of Obligation has been issued under the provisions of the
Certificate of Obligation Ordinance described on the face of this Certificate of Obligation; and that this
Certificate of Obligation has been issued in conversion of and exchange for or replacement of a certificate of
obligation, certificates of obligation, or a portion of a certificate of obligation or certificates of obligation 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.
Dated
U.S. Bank, National Association
By:
Authorized Representative
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FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Certificate of Obligation, or duly
authorized representative or attorney thereof, hereby assigns this Certificate of Obligation 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 Certificate of Obligation on the Paying Agent/Registrar'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 Certificate of Obligation.
Section 8. T AX LEVY A special Interest and Smkmg Fund (the "Interest and Sinking Fund")
is hereby created solely for the benefit of the Certificates of Obligation, together with a Mandatory
Redemption Account which shall mean that account established within the Interest and Sinking Fund as
provided herein, and the Interest and Sinking 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 Certificates of Obligation. All ad valorem taxes levied and collected for and on account of the
Certificates of Obligation shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while any of the Certificates of Obligation 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 Certificates of
Obligation as such interest comes due, and to provide and maintain a sinking fund adequate to pay the
principal of its Certificates of Obligation as such principal matures (but never less than 2% of the original
principal amount of the Certificates of Obligation 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 Certificates of Obligation
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 Certificates of Obligation, as such interest
comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed
by law.
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Chapter 1208, Government Code, applies to the issuance of the Certificates of Obligation 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 Certificates of Obligation 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 Certificates of Obligation 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. REVENUES. That said Certificates of Obligation, together with other obligations
of the Issuer, are additionally secured by and shall be payable from and secured by the collection of the
revenues of the Issuer's Waterworks and Sewer System, after payment of all operation and maintenance
expenses thereof, and all debt service, reserve, and other requirements in connection with all of the Issuer's
revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or any part of
the net revenues of the Issuer's Waterworks and Sewer System, not to exceed $1,000, constituting "Surplus
Revenues". The Issuer shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund
created pursuant to Section 8, to the extent necessary to pay the principal and interest on the Certificates of
Obligation. Notwithstanding the requirements of Section 8, if revenues are actually on deposit or budgeted for
deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be
levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant
to Section 8 may be reduced to the extent and by the amount of the revenues then on deposit in the Interest and
Sinking Fund or budgeted for deposit therein.
Section 10. TRANSFER That the Mayor and the City Secretary are hereby ordered to do any
and all things necessary to accomplish the transfer of monies to the Interest and Sinking Fund ofthis issue in
ample time to pay such items of principal and interest.
Section II. DEFEASANCE OF CERTIFICATES OF OBLIGATION. (a) Any Certificate of
Obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased
Certificate of Obligation") within the meaning of this Ordinance, except to the extent provided in subsection
(d) of this Section, when payment of the principal of such Certificate of Obligation, plus interest thereon to the
due date (whether such due date be by reason of maturity or otherwise) 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 AgentlRegistrar in accordance with
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 services until all Defeased Certificates of Obligation
shall have become due and payable. At such time as a Certificate of Obligation shall be deemed to be a
Defeased Certificate of Obligation hereunder, as aforesaid, such Certificate of Obligation 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. Notwithstanding any other provision of this Ordinance to the contrary,
it is hereby provided that any determination not to redeem Defeased Certificates of Obligation that is made in
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conjunction with the payment arrangements specified in subsection 11 (a)(i) or (ii) shall not be irrevocable,
provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves
the right to call the Defeased Certificates of Obligation for redemption; (2) gives notice of the reservation of
that right to the owners of the Defeased Certificate of Obligations immediately following the making of the
payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that
it authorizes.
(b) Any moneys so deposited with 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 AgentlRegistrar that is not required
for the payment of the Certificates of Obligation 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
ofDefeased Certificates of Obligation 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 I 1 (a) (i) or (ii). All income from such Defeasance Securities received by
the Paying AgentlRegistrar which is not required for the payment of the Defeased Certificates of Obligation,
with respect to which 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 firm 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 Certificates of Obligation shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying AgentlRegistrar for such Defeased Certificates of
Obligation 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 Certificates
of Obligation of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of
Certificates of Obligation by such random method as it deems fair and appropriate.
Section 12. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES
OF OBLIGATION. (a) Replacement Certificates of Obligation. In the event any outstanding Certificate of
Obligation is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be
printed, executed, and delivered, a new certificate of obligation of the same principal amount, maturity, and
interest rate, as the damaged, mutilated, lost, stolen, or destroyed Certificate of Obligation, in replacement for
such Certificate of Obligation in the manner hereinafter provided.
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(b) Application for Replacement Certificates of Obligation. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Certificates of Obligation shall be made by the registered owner thereof
to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Certificate of Obligation, the
registered owner applying for a replacement certificate of obligation 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 ofloss, theft, or destruction of a Certificate
of Obligation, 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 Certificate of Obligation, as the case may be. In every
case of damage or mutilation of a Certificate of Obligation, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Certificate of Obligation so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any
such Certificate of Obligation shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Certificate of Obligation, the Issuer
may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated
Certificate of Obligation) instead of issuing a replacement Certificate of Obligation, provided security or
indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates of Obligation. Prior to the issuance of any
replacement certificate of obligation, the Paying Agent/Registrar shall charge the registered owner of such
Certificate of Obligation with all legal, printing, and other expenses in connection therewith. Every
replacement certificate of obligation issued pursuant to the provisions of this Section by virtue of the fact that
any Certificate of Obligation is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer
whether or not the lost, stolen, or destroyed Certificate of Obligation 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 Certificates of Obligation duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates of Obligation. In accordance with Chapter 1201,
Local Government Code, this Section 12 of this Ordinance shall constitute authority for the issuance of any
such replacement certificate of obligation 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 certificates of obligation is hereby
authorized and imposed upon the Paying AgentlRegistrar, and the Paying AgentlRegistrar shall authenticate
and deliver such Certificates of Obligation in the form and manner and with the effect, as provided in Section
6(d) of this Ordinance for Certificates of Obligation issued in conversion and exchange for other Certificates
of Obligation.
Section 13. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES OF
OBLIGATION; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor of the Issuer is hereby authorized to have control of the Initial
Certificate of Obligation issued hereunder and all necessary records and proceedings pertaining to the Initial
Certificate of Obligation pending its delivery and its investigation, examination, and approval by the Attorney
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 Certificate of Obligation said Comptroller of Public Accounts (or a deputy
designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate
on the Initial Certificate of Obligation, and the seal of said Comptroller shall be impressed, or placed in
facsimile, on the Initial Certificate of Obligation. The approving legal opinion of the Issuer's bond counsel and
the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Initial Certificate of Obligation
21
or on any Certificates of Obligation issued and delivered in conversion of and exchange or replacement of any
Certificate of Obligation, but neither shall have any legal effect, and shall be solely for the convenience and
information of the registered owners of the Certificates of Obligation. In addition, if bond insurance is
obtained, the Certificates of Obligation may bear an appropriate legend as provided by the insurer.
Section 14. COVENANTS REGARDING TAX EXEMPTION. (a) Covenants. The Issuer
covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the
treatment of the Certificates of Obligation as obligations described in section 103 of the Code, the interest on
which is not includable in the "gross income" of the Certificates of Obligation holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Certificates of Obligation (less amounts deposited to a reserve fund, ifany) are used for any "private 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 this 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 Certificates of
Obligation, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described in subsection
(1) hereof exceeds 5 percent of the proceeds of the Certificates of Obligation or the projects financed therewith
(less amounts deposited into a reserve fund, ifany) then the amount in excess of5 percent is used for a "private
business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code,
to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or
5 percent ofthe proceeds of the Certificates of Obligation (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;
(4) to refrain from taking any action that would otherwise result in the Certificates of Obligation
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Certificates of Obligation being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Certificates of Obligation, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property
(as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the
Certificates of Obligation, other than investment property acquired with -
(A) proceeds of the Certificates of Obligation invested for a reasonable temporary period
on years or less or, in the case ofa refunding Certificate of Obligation, for a period of30 days or less
until such proceeds are needed for the purpose for which the Certificates of Obligation are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of section
1.148-1 (b) of the Treasury Regulations, and
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(C) 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 Certificates of Obligation;
(7) to otherwise restrict the use of the proceeds of the Certificates of Obligation or amounts treated
as proceeds of the Certificates of Obligation, as may be necessary, so that the Certificates of Obligation 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
(8) to pay to the United States of America at least once during each five-year period (beginning
on the date of delivery of the Certificates of Obligation) an amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of section l48(f) of the Code and to pay to the United States of
America, not later than 60 days after the Certificates of Obligation 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.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), 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 Certificate of Obligation holders.
The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(l) and (a)(2), the Issuer understands
that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case
of refunding Certificates of Obligation, transferred proceeds (if any) and proceeds of the refunded Certificates
of Obligation expended prior to the date of issuance of the Certificates of Obligation. 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 that modify or expand provisions of the Code, as applicable
to the Certificates of Obligation, 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, will not
adversely affect the exemption from federal income taxation of interest on the Certificates of Obligation under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose
additional requirements applicable to the Certificates of Obligation, 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 Certificates of Obligation under section
103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor to
execute any documents, certificates or reports required by the Code and to make such elections, on behalf of
the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the
Certificates of Obligation
Section 15. 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 anniversary of the delivery of
the Certificates of Obligation, or (2) the date the Certificates of Obligation are retired, unless the Issuer obtains
an opinion of nationally-recognized bond counsel that such expenditure will not adversely affect the tax-exempt
status of the Certificates of Obligation for purposes hereof, the Issuer shall not be obligated to comply with
23
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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 16. DISPOSITION OF PROJECT. The Issuer covenants that the property constituting
the Project 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 Certificate of Obligation
counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates of
Obligation. 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.
Section 17. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer
hereby designates the Certificates of Obligation 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 Certificates of Obligation are issued, the Issuer
(including any subordinate entities) has not designated nor will designate obligations, which when aggregated
with the Certificates of Obligation, 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 tax-exempt obligations issued,
during the calendar year in which the Certificates of Obligation are issued, by the Issuer (or any subordinate
entities) will not exceed $10,000,000.
Section 18. CONTINUING DISCLOSURE. (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
2007, financial information and operating data with respectto the Issuer of the general type included in the final
Official Statement authorized by Section 19 of this Ordinance, being the information described in Exhibit 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 unaudited financial
statements for such period, and 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 Certificates of Obligation, if such event
is material within the meaning of the federal securities laws:
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1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates of
Obligation;
7. Modifications to rights of holders of the Certificates of Obligation;
8. Certificate of Obligation calls;
9. Defeasances;
10. Release, substitution, or sale of property secunng repayment of the Certificates of
Obligation; and
11. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by
the Issuer to provide financial information or operating data in accordance with subsection (a) of this 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 this Section for so long as, but only for so long as, the Issuer remains an "obligated
person" with respect to the Certificates of Obligation within the meaning of the Rule, except that the Issuer in
any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes
Certificates of Obligation no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the
Certificates of Obligation, 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 Certificates of Obligation at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY CERTIFICATE OF OBLIGATION 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.
25
(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 amended,
would have permitted an underwriter to purchase or sell Certificates of Obligation in the primary offering of
the Certificates of Obligation 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 principal amount (or any greater amount required by any other provision of
this Ordinance that authorizes such an amendment) of the outstanding Certificates of Obligation 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 Certificates of
Obligation. 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 fmancial
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 provision of the Rule or a court
of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent
that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling
Certificates of Obligation in the primary offering of the Certificates of Obligation.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms
below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized
municipal securities information repository within the meaning of the Rule from time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department, officer, or
agency thereof as, and determined by the SEC or its staff to be, a state information depository within the
meaning of the Rule from time to 3time.
Section 19. SALE OF CERTIFICATES OF OBLIGATION AND USE OF NET PREMIUM.
(a) The Initial Certificate of Obligation is hereby sold and shall be delivered to COASTAL SECURITIES,
INe. (the "Underwriter") for cash for the price of$9,091,857.01, being the par value thereof, plus a reoffering
premium of$48,230.45, less an Underwriter's discount of$56,373.44, plus accrued interest (accrued interest
to be deposited into the Interest and Sinking Fund) to the date of delivery pursuant to the terms and provisions
of a Purchase Agreement with the Underwriter. It is hereby officially found, determined, and declared that the
Initial Certificate of Obligation has been sold pursuant to the terms and provisions of a Purchase Agreement
in substantially the form attached hereto as Exhibit B, which the Mayor of the Issuer is hereby authorized and
directed to execute and deliver and which the City Secretary of the issuer is hereby authorized and directed to
attest. It is hereby officially found, determined, and declared that the terms of this sale are the most
advantageous reasonably obtainable. The Initial Certificate of Obligation shall be registered in the name of
COASTAL SECURITIES, INC..
26
Section 20. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form
and content of the Official Statement relating to the Certificates of Obligation and any addenda, supplement
or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the
Certificates of Obligation 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 September 4, 2007, 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 Preliminary
Official Statement prior to the date hereof is hereby ratified and confirmed.
Section 21. INSURANCE. The Issuer approves the insurance of the Certificates of Obligation
by MBIA Insurance Corporation, and the payment of such premium and covenants to comply with all terms
of the insurance commitment attached hereto as Exhibit C, which terms are hereby adopted.
Section 22. INTEREST EARNINGS ON CERTIFICATES OF OBLIGATION PROCEEDS.
The earnings derived from the investment of proceeds from the sale of the Certificates of Obligation shall be
used along with other Certificates of Obligation proceeds as described in Section 1 hereof; provided that after
completion of such project, if any of such interest earnings remain on hand, such interest earnings shall be
deposited in the Interest and Sinking Fund. It is further provided, however, that interest earnings on the
Certificates of Obligation proceeds which are required to be rebated to the United States of America pursuant
to Section 14 hereof in order to prevent the Certificates of Obligation from being arbitrage bonds shall be so
rebated and not considered as interest earnings for the purpose of this Section.
Section 23. PUBLIC NOTICE. It is hereby officially found and determined that public notice of
the time, place and purpose of said meeting was given, all as required by Chapter 551 , Texas Government
Code, and no petition was received from the qualified electors of the Issuer protesting the issuance of such
Certificates of Obligation.
27
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 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 Nos. 1 through 6, and 8 through 13 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 IS OMITTED AT THIS POINT AS IT APPEARS
ELSEWHERE IN THE TRANSCRIPT.
Qbia
EXHIBIT C
wrSDO~/ fN ACT!CN
COMMITMENT TO ISSUE A
FINANCIAL GUARANTY INSURANCE POLICY
Application No.: 2007-007554-001
Sale Date: September,2007(T)
Program Type: Negotiated DP
Re: $9,100,000 (Est.) City of Coppell, Texas (Dallas and Denton Counties), Combination Tax
and Revenue Certificates of Obligation, Series 2007
(the "Obligations")
This commitment to issue a financial guaranty insurance policy (the "Commitment") dated
September 6, 2007, constitutes an agreement between CITY OF COPPELL (the "Applicant")
and MBlA Insurance Corporation (the "Insurer"), a stock insurance company incorporated under
the laws of the State of New York.
Based on an approved application dated August 31, 2007, the Insurer agrees, upon
satisfaction of the conditions herein, to issue on the earlier of (i) 120 days of said approval date
or (ii) on the date of delivery of and payment for the Obligations, a t1nancial guaranty insurance
policy (the "Policy") for the Obligations, insuring the payment of principal of and interest on the
Obligations when due. The issuance of the Policy shaH be subject to the following terms and
conditions:
1. Payment by the Applicant, or by the Trustee on behalf of the Applicant, on the date of
delivery of and payment for the Obligations, of a nonrefundable premium in the amount of
.1500% of Total Debt Service, premium rounded to the nearest hundred. The premium set out in
this paragraph shall be the total premium required to be paid on the Policy issued pursuant to this
Commitment.
2. The Obligations shall have received the unqualified opinion of bond counsel with
respect to the tax-exempt status of interest on the Obligations.
3. There shall have been no material adverse change in the Obligations or the Resolution,
Bond Ordinance, Trust Indenture or other official document authorizing the issuance of the
Obligations or in the final official statement or other similar document, including the financial
statements included therein.
4. There shall have been no material adverse change in any information submitted to the
Insurer as a part of the application or subsequently submitted to be a part of the application to the
Insurer.
5. No event shall have occurred which would allow any underwriter or any other
purchaser of the Obligations not to be required to purchase the Obligations at closing.
6. A Statement of Insurance satisfactory to the Insurer shall be printed on the Obligations.
7. Prior to the delivery of and payment for the Obligations, none of the information or
documents submitted as a part of the application to the Insurer shall be detemlined to contain any
-
Qbia
W I S D 0 Iv. ! ~~ ACT I C N ~,'"".
untrue or misleading statement of a material fact or fail to state a material fact required to be
stated therein or necessary in order to make the statements contained therein not misleading.
8. No material adverse change affecting any security for the Obligations shall have
occurred prior to the delivery of and payment for the Obligations.
9. The Insurer's "Payments Under the Policy/Other Required Provisions" (see attached)
shall be included in the authorizing document.
10. The Applicant agrees not to use the Insurer's name in any public document including.
without limitation, a press release or presentation, announcement or forum without the Insurer's
prior consent; provided however, such prohibition on the LIse of the Insurer's name shall not
relate to the use of the Insurer's standard approved form of disclosure in public documents issued
in connection with the current Obligations to be issued in accordance with the tem1S of the
Commitment; and provided fmther such prohibition shall not apply to the use of the Insurer's
name in order to comply with public notice, public meeting or public reporting requirements.
11. This Commitment may be signed in counterpart by the parties hereto.
Dated this 6th day of September, 2007.
;#,J!J~
Assistant Secretary
CITY OF COPPELL
By:
Title:
STANDARD FORM FOR MBIA DISCLOSURE FOR OFFICIAL STATEMENTS
[June 30, 20071
[The section entitled "The MBIA Insurance Corporation Insurance Policy" is for use in public finance
transactions}
The MBIA Insurance Corporation Insurance Policy
The following infoll11ation has been fumished by MBIA Insurance Corporation ("MBIA") for use
in this Official Statement. Reference is made to Appendix _ for a specimen of MBlA 's policy [(the
"Policy")].
MBlA does not accept any responsibility for the accuracy or completeness of this Official
Statement or any infonntltion or disclosure contained herein, or omitted herefrom, other than with respect
to the accuracy of the infonnation regarding the Policy and MBlA set forth under the heading
[" "]. Additionally, MBlA makes no representation regarding the [Bonds/Securities] or
the advisability of investing in the [Bonds/Securities].
The MBIA Policy unconditionally and irrevocably guarantees the full tlnd complete payment
required to be made by or on behalf of the [Issuer] to the Paying Agent or its successor of an amount
equal to (i) the principal of (either at the stated maturity or by an advancement of maturity pursuant to a
mandatory sinking fund payment) and interest on, the [Bonds/Securities] as such payments shall become
due but shall not be so paid (except that in the event of any acceleration of the due date of such principal
by retlson of mandatory or optional redemption or acceleration resulting from default or otherwise, other
lh<ln any advancement of maturity pursuant to a mandatory sinking fund payment, the payments
guaranteed by the MBIA Policy shall be made in such amounts and at such times as such payments of
principal would have been due had there not been any such acceleration, unless MBlA elects in its sole
discretion, to pay in whole or in part any principal due by reason of such acceleration); and (ii) the
reimbursement of any such payment which is subsequently recovered from any Owner of the
[Bonds/Securities] pursuant to a final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such Owner within the meaning of any applicable bankruptcy law
(a "Preference").
MBIA's Policy does not insure against loss of any prepayment premium which may at any time
be payable with respect to any [Bonds/Securities]. MBlA's Policy does not, under any circumstance,
insure against loss relating to: (i) optional or mandatory redemptions (other than mandatory sinking fund
redemptions); (ii) any payments to be made on an accelerated basis; (iii) payments of the purchase Plice
of [Bonds/Securities] upon tender by an owner thereof; or (iv) any Preference relating to (i) through (iii)
above. MBIA's Policy also docs not insure against nonpayment of principal of or interest on the
[Bonds/Securities] resulting ti-om the insolvency, negligence or any other act or omission of the Paying
Agent or any other paying agent for the [Bonds/Securities).
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing
by registered or certified mail, or upon receipt of written notice by registered or certified mail, by MBIA
from the Paying Agent or any owner of a [Bond/Security] the payment of an insured amount for which is
then due, that such required payment has not been made, MBIA on the due date of such payment or
within one business day after receipt of notice of such nonpayment, whichever is later, will make a
deposit of funds, in an account with U.S. Bank Trust National Association, in New York, New York, or
its successor, sufficient for the payment of any such insured amounts which are then due. Upon
presentment and surrender of such [Bonds/Securities) or presentment of such other proof of ownership of
,. .-{
the [Bonds/Securities], together with any appropriate instruments of assignment to evidence the
assignment of the insured amounts due on the [Bonds/Securities] as are paid by MBIA, and appropriate
instruments to effect the appointment of MBlA as agent for such owners of the [Bonds/Securities] in any
legal proceeding related to payment of insured amounts on the (Bonds/Sccurities], such instruments being
in a fom1 satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National Association
shall disburse to such owners or thc Paying Agent payment of the insured amounts due on such
[Bonds/Securities], less any amount held by the Paying Agent for the payment of such insured amounts
and lcgally available therefor.
MBIA Insurance Corporation
MBIA Insurance Corporation ("'MBIA") is the principal operating subsidiary of MBIA Inc., a New
York Stock Exchange listed company (the "Company"). The Company is not obligated to pay the debts of or
claims against MBIA. MBIA is domicilcd in the State of New York and licensed to do business in and
subject to regulation undcr the laws of all 50 states, the District of Columbia, the Commonwealth of Puerto
Rico. the Commonwcalth of thc N0I1hem Mariana Islands, the Virgin Islands of the Lnited States and the
Territory of Guam. MBlA, either directly or through subsidiaries, is licensed to do business in the Republic
of France, the United Kingdom and the Kingdom of Spain and is subject to regulation under the laws of those
jurisdictions. In Febntary 2007, MBlA Corp. incorporated a new subsidiary, MBIA Mexico, S.A. de c.v.
eMBIA Mexico"), through which it intends to write financial guarantee insurance in Mexico beginning in
2007.
The principal executive otIices of MBIA are located at 113 King Street, Annonk, New York
10504 and the main telephone number at that address is (914) 273-4545.
Regulation
As a financial guaranty insurance company licensed to do business in the State of New York, MBlA
is subject to the New York Insurance Law which, among other things, prescribes minimum capital
requirements and contingency reserves against liabilities for MBIA, limits the classes and concentrations of
investments that are made by MBIA and requires the approval of policy rates and forms that are employed by
MBIA. State law also regulates the amount of both the aggregate and individual risks that may be insured by
MBlA, the payment of dividends by MBIA, changes in control with respect to MBIA and transactions among
MBIA and its affiliates.
The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76
of the New York Insurance Law.
Financial Strength Ratings of MBIA
Moody's Investors Service, Inc. rates the financial strength ofMBL<\ "Aaa."
Standard & Poor's, a division of The McGraw-Hill Companies, Inc., rates the financial strength of
MBlA "AAA."
Fitch Ratings rates the financial strength ofMBIA "AAA"
Each rating of MBIA should be evaluated independently. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of MBIA and its ability to pay claims on its policies of
insurance. Any further explanation as to the significance of the above ratings may be obtained only from the
applicable rating agency.
.,..,
The above ratings are not recommendations to buy, sell or hold the [Bonds/Securities], and such
ratings may be subject to revision or withdrawal at any timc by the rating agencies. Any downward revision
or withdrawal of any of the above ratings may have an adverse effect on the market price of the
[Bonds/Securities). MBIA does not guaranty the market price of the [Bonds/Securities] nor does it guaranty
that the ratings on the [Bonds/Securities] will not be revised or withdrawn.
MBIA FinanciallnformatioD
As of December 31,2006, MBIA had admitted assets of $] 0.9 billion (audited), total liabilities of
$6.9 billion (audited), and total capital and surplus of $4.0 billion (audited) detemlined in accordance with
statutory accounting practices prescribed or pcmlitted by insurance regulatory authorities. As of June 30.
2007, MBlA had admitted assets of $1 0.8 billion (unaudited), totallwbilitics of $6.8 billion (unaudited),
and total capital and surplus of $4.0 billion (unaudited) detcrmined in accordance with statutory
accounting practices prescribed or permitted by insurdnce regulatory authorities.
For further infonnation concerning MBIA, see the consolidated financial statements of MBJA
and its subsidiaries as of December 3], 2006 and December 3 1, 2005 and for each of the three years in the
period ended December 31, 2006, prepared in accordance with generally accepted accounting principles,
included in the Annual Report on Fonn IO-K of the Company for the year ended December 3 J, 2006 and
the consolidated financinl statements of MBIA and its subsidiaries as of June 30, 2007 and for the six
month periods ended June 30, 2007 and June 30, 2006 included in the Quancrly Repon on Fonn I O-Q of
the Company for the quarter ended June 30, 2007, which are hereby incorporated by reference into this
Official Statement and shall be deemed to be a part hereof.
Copies of the statutory financial statements filed by MBIA with the State of New York Insurance
Department are available over the Internet at the Company's web site at http://www.mbia.com and at no
cost, upon request to MBIA at its principal executive offices.
Incorporation of Certain Documents by Reference
The following documents filed by the Compai1Y with the Securities and Exchange Commission
(the "SEC") are incorporated by reference into this Official Statement:
(I) The Company's Annual Report on Form 10-K for the year ended December 3 J, 2006;
and
(2) The Company's Quarterly Report on Form IO-Q for the quarter ended June 30,2007.
Any documents, including any financial statements of MBIA and its subsidiaries that are included
therein or attached as exhibits thereto, filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of the Company's most recent Quarterly Report on Form IO-Q or
Annual Rcport on Foml 10-K, and prior to the temlination of the offering of the [Bonds/Securities]
offered hereby shall be deemed to be incorporated by reference in this Official Statement and to be a part
hereof from the respective dates of filing such documents. Any statement contained in a document
incOlvorated or deemed to be incorporated by reference herein, or contained in this Official Statement,
shall be deemed to be modified or superseded for purposes of this Official Statement to the extent that a
statement contained herein or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Official Statement.
-
The Company files annual, quarterly and special reports, information statements and other
information with the SEC under File No. 1-9583. Copies of the Company's SEe filings (including (I) the
Company's Annual Report on Fonn lQ-K for the year ended December 31, 2006, and (2) the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007) are available
(i) over the Internet at the SEe's web site at http://www.sec.gov; (ii) at the SEe's public reference room
in Washington D.C.; (iii) over the Internet at the Company's web site at http://www.mbia.com; and (iv) at
no cost, upon request to MBIA at its principal executive offices.
DISCLOSURE OF GUARI\.NTY FUND NONPARTICIPATION: In the event the Insurer is unable to
fulfill its contractual obligation under this policy or contr3ct or nppliention or certificatc or cvidence of
coverage, the policyholder or certificatcholder is not protected by an insurance guaranty fund or other
solvency protection arrangement.
STD- TX
FINANCIAL GUARANTY INSURANCE POLICY
MBIA Insurance Corporation
Armonk, New York 10504
Policy No [NillvlliER]
MBIA IIl~l1nUlCe Corpordtion (the "Insurer"), in consideration of the payment of the premium and subject to the terms of this policy. hereby
lUlconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full and complete payment
required to be made by or on behalfoftJle Issuer 10 [pAYING AGENTffRUSTEE] or its successor (the "Paying Agent") ofan amount equal to (i) the
principal of (either at the stated maturity or hy any advancemc/lI of maturity pursuant to a mandatoI)' sinking fUnd payment) and interest on, the
Obligations (a~ that tenn is defined below) a~ such paymenL'\ shall become due but shall not be so paid (except that in the event of any acceleration of the
due date of such principal by reason of mandatOlY or optional redemption or acceleration re.u1ting from default or othenvise, other than any advancement
of maturity pursuant to a mandatoI)' sinking flUld payme/ll, the payments guaranteed hereby shaIl be made in such amount~ and at such times as such
paymcnL~ of principal would have been due had Ulere not been any such acce!ertllioTl unless the Insurer elecl", in its sole discretiort to pay in whole or ill
part any principal due by reason of such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner
plm>llaIlt to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner ,,,ithin tile meaning
of any applicable bankruptcy law. The anlOlU1L" referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively a" the
"Insured AmOW1K" "Obligations" shall mom:
[PAR]
I LEGAL NAME OF ISSUE]
Upon receipt of telephonic or telegRlphic notice, such notice subsequently confIrmed in \-\-Tiling by registered or certified mail, or upon receipt of wTinen
notice by registered or certified mail, by the Insurer from the Paying Agent or any oV,Iner of an Obligation the payment of an InslU-ed Amowlt for which is
tllen due. that ~1Jch requiITd payment has not been made, the Insurer on tile due date of such payment or within one business day after receipt of notice of
such nonpayment, whichever is later, will make a deposit of funds, in an accOW1t with U.S. Bank Trust National Association, in New York, New York,
or It~ successor, sufficient for the paymcnt of any such Insured AmolUlts which are then due. Upon presentment and slIrrender of such Obligations or
presentment of such other proof of owner.:;hip of the Obligation~, together with any appropriate instrument,> of a'i.~jgIUnent to e\-idence the ao;signment of
Ule Insured Amounts due on the Obligation" as are paid by the Insurer, and appropriate instnnnents to effect tile appointment of tile Insurer a" agent for
such owner.:; of the Obligations in any legal proceeding related to payment of Insured AmOlUlts on the Obligations, such instrument" being in a form
satisfactol)' to U.S. Bank Trust National Association, U.S. Bank Trust National Association shall disburse to such owner.:;, or the Paying Agent payment
of the Insured AmounL~ due on such Obligations, less any amoW1t held by the Paying Agent for the payment of such Insured AmolUlts and legally
available tllerefor. lbis policy does not in.~'llre against loss of any prepayment premiwn which may at any time be payable ,vith reipect to any
ObligatioIL
As used herein, the ternl "o\'.-11er" shall mean the registered OViller of any Obligation as indicated in the books maintained hy tile Paying Agent, the Issuer,
or any designee of the Issuer for such purpose. ll1e term o\vner shall not include the Issuer or any party ",,'hose agreement ,vitIl the l~ller COTl"titutes the
lUlderlymg security for tile Obligations.
Any service of process on tile Insurer may be made to the ITl'\urer at its offices located at 113 King Street, Annonk, New York 10504 and such service of
process shall be valid and binding.
l1Jis policy is non-cancellable for any reason. TIle premium on this policy is not refimdable for any reason including the payment prior to maturity of the
Obligations.
IN WrINESS \'vHI:~OF, the Insurer has caused this policy to be executed in facsimile on its behalf by its duly authorized officers, this [DAY) day of
[MONTH, YEAR].
lVIBIA Insurw Corporation
~
~
President 'C ) A< n
~
Assistant Secretary ~
DISCLOSURE OF GUAR-\NTY FUND NONPARTICIPATION: In the eVCIlI the Insurer is unable 10 fulfill its contractual Obligalion:'~ policy or contract
or application or certificate or evidence of covemge, Ihe policyholder or certiticateholder is nOI. protected by an insurance guaranty fund or other solvency protection
arrangement,
SIDR-TX.7
01:05
STATEMENT OF INSURANCE
MBlA Insurance Corporation (the "Insurer") has issued a policy containing the following provisions, such policy
being on file at [INSERT NAME OF TRUSTEE OR PAYING. AGENT. INCLUDING CITY. ST ATEl.
The Insurer, in consideration of the payment of the premium and subject to the terms of this policy, hereby
unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the full
and complete payment required to be made by or on behalf of the Issuer to [INSERTJ~~l\ME OF TRUSTEE OR PAYING
AGENT) or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any
advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is
defined below) as slIch payments shall become due but shall not be so paid (except that in the event of any acceleration of the
due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise,
other than any advancement of maturity pursuant 10 a mandatory sinking fund payment, the payments guaranteed hereby shall
be made in such amounts and al stich times as slIch payments of principal would have been due had there not been any such
acceleration, unless the Insurer elects in its sole discretion, to pay in whole or in part any principal due by reason of such
acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any ovmer pursuant to a
final judgment by a court of competent jUrisdiction that such payment constitutes an avoidable preference to such owner withm
the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall
be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean: [INSERT LEGAl TITLE OF BONDS.
CE~nl~ED.A.s_fQL.LQYi.sJ
[$ PAR AMOUNT)
[ISSUER)
[R);.S(JU.P-IION or BONDSl
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in ~Titing by registered or
certitied mail, or upon receipt of wrilten notIce by registered or certified mail, by the Insurer from the Paying Agent or any
owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been
made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment,
whichever is later, will make a deposit of funds, in an account with U.S. Bank Trust National Association, in New York, New
York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and
surrender of such Obligations or presentment of such other proof of ownership of the Obhgations, together with any
appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid
by the Insurer, and appropriate inslruments to effect the appointment of the Insurer as agent for such owners of the Obligations
in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form
satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National Association shall disburse to such owners or
the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the
payment of such Insured Amounts and legally available therefor. This policy does nol insure against loss of any prepayment
premium which may at any time be payable with respect to any Obligation.
As used herein, the tem1 "owner" shall mean the registered owner of any Obligation as indicated in the books
maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The tenn owner shall not include
the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations.
Any service of process on the Insurer may be made to the Insurer at its offices located at I I] King Street, Armonk,
New York 10504 and such service of process shall be valid and binding.
This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason
including the payment prior 10 maturity of the Obligations.
DISCLOSURE OF GUARANTY FUND NONPARTICIPATION: In the event the Insurer is unable to fulfill its contractual
obligation under this policy or contract or app'licatiol1 or certificate or evidence of coverage, the policyholder or certificateholder is not
protected by an insurance guaranty fund or oiher solvency protection arrangement .
MBIA INSURANCE CORPORATION
STD-R-TX-2
$
NAME OF ISSUER
SERIES DESCRIPTION
CERTIFICA TE OF ISSUER AS TO MBIA INSURANCE POLICY
This Certificate is furnished by the __._m__ , as issuer (the "Issuer") of its $ , dated
(the "Bonds"), and , as paying agent under the Bonds (the "Paying Agent"),
for use by MBIA lnsurance Corporation ("MBIA") in connection with its issuance of a municipal bond insurance
policy No. ____..._u____ (the "Policy"), guaranteeing the payment of the principal and interest on the Bonds when due.
The Issuer and the Paying Agent hereby certify as follows:
1. The undersigned acknowledge receipt and review ofMBIA's "Payments Under the Policy"
provisions with respect to the Policy, attached hereto as Schedule A.
2. The undersigned hereby agree, during the term of the Policy and to the best of their abilities, to
abide by the tenns, obligations, and provisions required by Schedule A hereto.
IN WITNESS WHEREOF, we have executed this Certificate as of the ___ day of___
as Issuer
as Paying Agent
By:
By: ______hum.
Payments under the Policy/OTHER REQUIRED PROVISIONS
A. In the event that, on the second Business Day, and again on the Busmess Day, prior to the payment date on the Obligations, the Paying
Agentff m-;tee has not received !>1Jfficiem moneys to pay all principal of and interest on the Obligations due on the second following or following, as the case
Illay be, Business Day, the Paying Agent{frustee shall immediately notifY the Insurer or its designee on the same Business Day by telephone or telegraph,
confirmed in \\1iting by registered or certified mail, of the amount of the deficiency.
B. If the deficiency is made up in whole or in patl prior to or on the payment date, the Paying Agentrr rustee shall so noti1)r the Insurer or its
designee.
C In addition, if the Paying Agentrrrustee has notice that any Bondholder has been re{juired to disgorge paymenL~ of principal or interest
on the Obligation to a tnL<;tee in Bankruptcy or crediton; or othen; pursuant to a final judgment by a court of competent jW1sdiction that sllch payment
con~titutes an avoidable preference to such Bondholder ",itJunthe meanmg of any applicable banlauptcy laws, tllen the Paying Agent!Tnl~tee shalJ notily the
Insurer or its designee of such fact by telephone or telegraphic notice, con!1nned III \vriting by registered or certified mail.
D. lllC Paying Agent/Trustee is hereby irrevocably designated, appointed, directed and authOlized to act a~ attorney-in-fact for Holders of
the Obligations as follows:
I. If and to the extent there is a deficiency in amowlts required 10 pay interest on the Obligations, the Paying Agentffm~tee shall
(3) execute and deliver to U.S. Bank Trust National Association, or iL'i successon; under the Policy (the "Insurance Paying Agel1lff rustee"), in form
Stlllsfactory to the lnsumnce Paying AgentfT rustcc, an instrument appointing the Insurer as agent for such Holders in any legal proceeding related
to the payment of such interest and an a~signment to the Insurer of the claims for interest to which such deficiency relates and v.41ich are paid by the
Insurer. (b) Tl>ceive as designcc of the respective Holders (and not as Paying Agentffrustee) in accordance with tlJt: tenor oftlJe Policy payment
from the In'iurance Paymg Agent'1 m'itee \\~th respt.>ct to the claims for interest so a'iSlgned, and (c) disbur~ the same to such fe>-pt'Clive Holders;
atld
2. If and to the extent of a deficiency in anlounL" required to pay principal of the Obligations, tlle Paying AgcnltTm'ileC shall (a)
execute and delivt"r 10 the Insurance Paying Agenl/T rustee in fonn satisfactory to the lnsmance Paying AgenltTm~tee an IJlStrument appointing the
Insurer as agent fix sllch ~ lulder in any legal proceeding relating to the payment of such principal and atl assigrunent to the Insurer of any of the
Obligation surrenderee! to the Insurance Paying AgenltTrustee of so much of the principal amoWlt thereof a~ has not previously been paid or for
which moneys are not held by the Paying Agentff ru"tee and available for such payment (but such assigrunent shall be delivered only if pa~ment
from the Insurance Paying AgenliTrustee is received), (b) receive as designee of the respective Holders (and not as Paying Agentffrustee) in
accordance \\~th the tenor of the Policy payment therefor from the InslIrdllCe Paying Agentrr nJStee, and (c) disburse the same to such Holders.
E. Payments \vith respect to claims for interest on and principal of Obligations di..<ibursed by the Paying Agentff rustee from proceeds of the
Policy shall not be considered to discharge the obligation of the Issuer v"lth respect to such Obligations, and tlle Insurer shall become tlle owner of such
unpaid Obligation and claims for the interest in accordance with the tenor of the assigrunent made to it Wlder the provisions of tins subsection or otllerwl..<;e.
F. hro.lJective of whether any such as~ignment is executed and delivered the Issuer and the Paying Agentrrrustee hereby agree for the
benefit of the Insurer tlmt:
I. They recognize that to the extent the Insurer makes paymenL", directly or indirectly (as by paying through the Paying
Agent/Trustee), on account of principal of or interest on tile Obligations, tile Insurer will be subrogated to the rights of such Holders to receive the
amount of such principal and interest from tile Issuer, as provided and solely from the sow-ces stated in this Indenture and the Obligations; and
2. They \vill accordingly pay to the Insurer the amount of such principal and interest (including principal and interest recovered
WIder suhparagraph (ji) of tile first paragraph of tile Policy, which principal and interest shall be deemed pa<;t due and not to have been paid), a~
provided in tllis Indenture and the Obligation, but only from the sources and in the manner provided herein for the payment of principal of and
interest on the Obligati(Jn~ to Holders, and v.ill otherwise treat the Insurer as the O\>;ller of such rights to the amount of such principal and interest.
G, In connection with the issuance of additional Obligations, the Issuer shall deliver to the Insurer a copy ofllle disclosure docwnent, if any,
circulated Wltll re;pect to such additional Obligation<;.
H. Copies of any anlClldments made to tile documents executed in connection ,vith the issuanee of tlle Obligations which are consented 10
by the Insurer shall be sent to Standard & Poor's Corporation.
1. The Insurer shall receive notice of the resignation or removal of tile Paying Agentffrustee and the appointment of a successor thereto.
J. 'lbe Insurer shall receive c()pies of all notices required to be delivered to Bondholden; and, on an annual basis, copies of the 1~1Jer's
audited financial statements and Annual Budget.
Notices: Any notice that is required to be given to a holder of the Obligation or to the Paying Agentff rustee pursuant to the IndenlW"e shall also be
provided to the In.'illTer. All notices required to be given to the Insurer under the Indenture slmll be in writing and shall be sent by registered or certified mail
addressed to MBlA ln~urance Corporalion, I 13 King Street, Armonk, New Yolk 10504 Attention: Surveillance.
K. The Issuer/Obligor agrees to reimburse tlle II~r inlmediately and unconditionally upon demand, to tile extent peImitled by law, for all
reasonable expenses, including attorneys' fees and expenses, incunw by the Insurer in connection with (i) the enforeement by tile Insurer of the Issuer's
/Obligor's obligations, or the preservation or defense of any rights of the Insurer, under thl..~ ResoJution/Indenture and any other docwnent executed in
connection with the issuance of the Obligations, and (ii) any COll.'iCllt, amendment, waiver or otller action v.~tlJ re;peel to tlle Resohnion/Indenture or any
related document, whetller or not granted or approved, together with interest on all such expenses from .atld induding the date incurred to the date of payment
at CitJbank's Prime Rate plus 3% or the maximum interest rate permitted by law, whichever is less. In addition, the lru,urer reserves tile right to charge a fee
in connection v.ith its review of any such consent, amendment or waiver, whether or not granted or approved. TIle obligation of the city to make the
payments and reimbursements descnbed in this paragraph shaII be subject to annuaI appropriation by the City.
"~..~
L ll1e Issuer/Obligor agrees not to use tvlBlA's name in any public document including, without limitation, a pres.~ relea<;e or presentation,
announcement or lOrum without MBIA's prior con..';enl. In the event that the Issuer/Obligors advi.<;ed by COW1~e1 thaI it has a legal obligatioll to disclose
MBIA's name in any pres.~ release, public llJmouncemenl or other public docLU11cnt, the Issuer/Obligor shall provide MBIA with at least three (3) business
days' prior written notice of its intent to use MBJA's name together with a copy of the proposed use ofMBIA's name and of any description of a transaction
with MBlA ,me! shall obtain MBlA's prior consent as to the Jonn and substance of ule proposed use ofMBIA's name and any ~1Jch description.
M. 'Ole Issuer/Obligor shall not enter into any agreement nor shall it consent to or participate in any arrangement pursuant to which Bonds are tendered
or purchased for llJ1Y pwpose (other than the redemption llJle! cancellation or legal defeasance of such Bond~ with the prior wnllen consent ofMBlA).
TX
Revised 0 IiOb
0..-
r
I
$9,100,000
CITY OF COPPELL, TEXAS COMBINATION TAX AND REV'R"IUE CERTIFICATES
OF OBLIGATION. SERIES 2007
PURCHASE CONTRACT
Mayor and Members of City Council
Ci~l' (4 Coppell
255 Parhvay Blvd.
Coppe.ll, Texas 75019
September 11, 2007
Gcntlemen:
The lmdersigned (hereinaftcr called thc "UnderV~Titcr'') otTers to enter into the folJO\ving
agreement (the "Contr'J.ct") \\-lth the City of Coppell, Texas (the "Issuer'') which, upon the Issuer's wrilten
acc.:ptance of this offer, will be binding upon the Issuer ~U1d upon the Underwriter. 'nlis offer is made
su~,ect to the Issuer's written acceptance hereof on or before 10:00 p.m., Central Standard Time. on the
date hercot~ and, if not so accepted, will be subject to withdra\val by the Underwriter UpOtl written notice
delivered to the Issuer at any timr;; prior to the acceptance hercof by the Issuer. Tcrms not otherwise
defined in this Contract shall have the same meanings set forth in the Ordinance (as detlned herdn) or in
the OffiCIal Statement (as defined herein).
I. Purcha.\'/J and Sa!!! i~lfh(' Cert~ficales o(ObligaflOn Subject to the terms and conditions and in
reliance upon the representations, \varrnnties, and agreements set forth herein. the Underwriter hereby
agrees to purchase from the Issuer. and the Issuer hereby agrees to sell and deliver to the Underwriter, all,
but 110t kss than all, of the $9, ] 00,000 City of Coppell, Texas Combination Tax and Revenue
Certificates of Obligation. Series 2007 (the "Ccltificates of Obligation"). Inasmuch as this purchase
and sale represents a negotiated transaction, the Issuer understands, and hereby confimls, that the
Undcrwriter is not acting al; tlduciary of the Issuer, but rather is acting solelv in its cnpacit~, as
Undcnvntcr for its o\vn accounts.
The principal amount of the Certificatcs of Obligation to be isslIcd. the dated date therefore, (he
maturities. and the illterest rates per annum arc set forth in Schedule T hc:rr;;to. TIle Ccrtificates of
Obligation shall be as described in, and shall be issued and sccured under and pursuant to Lhc provisiollS
of, the Ordinance adoptt:d by the City on the dale hereof
The purchase price for the Certificates of Obligation shall be $9,139:526.] I computed .IS (a)
$9,100.000.00 the par amount of the Certificates of Obligation; (b) pIllS a re-offering premium of
$68,520.95: (c) less an orighlal issue discount of $20,29050: (d) less all underwriting discount of
$56.373.44: (e) plus interest accrued on the Certificates of Obligation, calcularcd on the basis of a 360-
day year of "-,,dve ::;O-day months. from their date to the date of the il1itial payment for and delivcry oft.i)c
Certificates of Obligation {the "CLOSing") or $47,669.10 assuming the Closing occurs on October 18.
2007.
2. Security Deposit. Delivered to the Issuer herewith is a corporntc check of the Underwriter
payable to the order of the Issuer ill the amount of $91.000.00. The Issuer agrees to hold such check
uncashcd until the Closing to ensure the performance by the Undenvriter of their obligation to purchase,
accept delivery of, and pay for the CertificaW$ of Obligation at the Closing. Concurrently 'with the
paymcllt by the Underwriter ofthc purchase price of the Ccriificates of Obligation, the Issuer shall retlLrn
such check to the lJndcrwriter. Should the Issuer fail to deliver the Celtificatcs of Obligation at the
Closing, or should t.he Issuer b<:: unable to satisf:v the conditions of the obligations to the Underwriter to
purchase, accept delivery oF- and pay for the CCliificates of Ohhgation. as set fort.h in this Contract, or
should such obligations to the Undemritcr be terminated for any n:;a.:;on pelmitLtu by this C(jnlra~t, such
check shull immediately be returned to theUlldcf\vritcr. In the c;vent the UnderWriter fails (other than for
a reason permitted hereunder) to purchase, accept dellvcry o( and pay for t.~~ Certificates of Obligation at
th{~ Closing as herein provided, such check shall be retained by the Issuer as and tor full liquidated
damages for such failure of the Und~f\\Titer and for any detaults hcreunder on the part of the Undcf\vritcr.
The UlIdcnvriter hereby agrees not to stop or cause payment on said check to be stopped u-oless the Issuer
has breached any of the terms of this Contract.
3. Public q,rering. The Underwriter agrees to make a bona jide p1.lblic offering of all of the
Certificates of Obligation at a price not to ex.ceed the public offering price set forth on the cover of the
OfticiaJ Statement and may subsequently change such offering price without allY rcq\lirement of prior
notice. '111C Undenvriter may offer and sell Certificates of Obligation to ceriain dealers (including dealers
depositing Certificates of Obligation into invcstmt:nt lnlstS) and others at prices 10\\;;:1' tban the public
offering price stated on the co,'er of the Official Statement. On or befort: thc Closing, the Undcrwrit.(:T
shall f.;)Xccutc the certificate prepared by Bond Counsel verifying the mitial oftcrillg prices to the public at
which a subst,U1tiaJ amount of each stated maturity of the Certiticates of Obligation was sold to the public.
4. The C?tlicial Statement. (a) Attached hereto as Exhibit A is either a draft of the final Ofticial
Statement or a copy of the Prdiminary Ofilcial Statement dated September 4, 2007 (the "Preliminary
Official Statement"), including the cover page and Appendict:s thereto, of the Tssuer relating to the
Certificates of Obligation. Such draft of the final Official Statement or copy of the Pre1itninary Official
Statement, as amended to reflect the changes marked or otherwise indicated on Exhihit A hercto, is
hcr~inafl.er called the "Official Stakment."
(b) The Preliminary Official Statement has been prepared for use in connection with the public
offering, sale, and distribution of the Certifkates of Obligation by the Undcf\.vritcr. The Tssuer hereby
represents and warrants that the Preliminary Official Statement is deemed final by dw Issuer as of it..') date.
eX.ccpt thr the omission of slIch information which is dt..'Pcndent upon the final pricmg of the Certificates
of Obligation for complction, all as permitted to be excluded by Section (b)(l) of Ruk 15c2-12 under the
Securities Exchange Act of 1934 (the "Rule'').
(c) The issuer hereby authorizes the Official Slatcment and thi; information therein contained to
be used by the Underwriter in connection \\ith the public offering and rhe sale of the Certificates of
Oblig<ltion. 'ilK Issucr COllsents to the use by tht: Underwriter prior to thc dale hereof of the Preliminary
Official Statement in connection with the public offenng of the Certificates of Obligation The lss1.lcr
shall provide, or cmlse to be provided, to the Underwriter as soon a'5 practicable atter the date of the
Issuer's acceptance of this Contract (but, ill any event, not later than \'\(ithin seven business days after the
Issuer's acceptance of this Contract and in suf-ficient time to accompany a.'1y c(lnfirmation that rcquC;:,'1S
payment from any customer) copics of the Oft1c.ial Statement w'hich is complete as of the date of its
delivery to the UndCf\\'riICr in such TeClsollab1e quantity as the Undcf\.vriter shall request in order for the
Underwriter to comply with St:ction (b)(4) of the Rule and rhe f1.lh:s of the Municipal Securities
Rulemaking Board.
(d) It: after the date of this Contract to lIld including the dutc the Underwriter is no longer
required to provide an o-tlicial Statement to pot~ntial customers who r(~qllest the same pursuant to the
2
Rule (25 days from the -'end of the unden.vriting period" (as defined in the RHlc)): the Issuer becomes
aware of allY fact or event which might or would cause the Official Statement, as then supplemented or
amended, to contain any untrue statemcnt of a material bet or to omit to staLc a material fact required to
bt: stated therein or lleccssary to make the statements therem not misleadin8_ or if it is necessary to amend
or supplement the OfTicial Statement to comply \'.:ith law, the lssllcr \vill notify the .Underwriter {and for
the purposes of this clause pTOvide the Undcr\vntcr \\"ith such information as it m.ay from time (0 time
reasomlbly request), and if.. in the reasonable opinion of the U ndcrv\Ti tel', such fact or event requires
preparation and publication of a supplement or amendment to the Official Statement. the Issller \viU
forthwith prepmc and furnish, at the Issuer's 0\\11 expense (in a form and manner approvcd by the
Undenvriler), a reasonable llumber of copies of either amendments or supp1em.ent~ to the Official
Statement so that the starements in the Official Statement as so amended and supplemented "vil.! not
contam allY Ilntl1lC statement of a material fact or omit to statt:: a material fact required to be stated therein
or nect::ssary to make the statements therein not miskading or so that the Official Statt:ment v.:il1 comply
with law. If such Ilotlfication shall be subsequent to the Closing, the Issuer shall furnish such legal
opinions, certificates, in&1ruments, and other documents as theUndcnNriter may rcasollably deem
necessary tel evidence the truth and accuracy of such supplement or amendment to the Official Statcment.
(c) '111C Underwriter hereby agrees to timely file the Oft1cial Statement wit.h a nationally
recognized municipal secmities information repository. Unless otherwise notified in "\-\THing by the
"Undcmntcr, the Issuer can assume that the "end of thc underwriting period" for purposes of the Rule is
the dati.: of the Closing.
5. Repre.\'('ntations. rJ'arranli<!s.. ami Covenants (!llhe lsSlicr. The Issuer hercby represents and
warrants to and covenants with the Underwriter thar.
(a) the Issuer is a corporate body politic, a political subdiVIsion and municipal corporation of the
State of Texas (the "State''), and duly created, organized, and existing under tIlt:: laws of the State, and
pursuant to the laws of the State, l11c1uding speciflcally Subchapter C of Chapter 271 of the Texas Local
Goyernment Code, as amended, and has full legal right, power, and authority and at thi: date of the
Closing will have full legal right power, and authority (i) to enter into, execute, and deliver this COlltract,
the Order, the continuing disclosure undertaking under the Rule (the "Undeltaking").. and all docuJnents
rcquimd hereunder and thereunder to be executed and delivered by the Issuer (this Contract the
Ordinallcc, and tht LTndc:rtaking are hereinafter referred to as the "Issuer Documents"): (ii) to issue the
Certificates of Obligation to thc Undcfl.-vritcr as provided herein; and (iii) to carry out and conSlImmate the
transactions contemplated by the Issuer Documcnts and the Official St:.:1tement.. and the Issuer has
complied. and will allhe Closing be ill compliance in all respects, \vith the tcmlS of the Act and the Issuer
Documents as they pertain to such transactions;
(b) By all necessary otT:icial action of the Issuer prior to or concurrently with the acceptanc(~
hereof: the Issuer has duly authorized all necessary action to be taken by it for (i) the adoption of the
Ordinance and the issuance and sale of the Ccr1ificates of Obligation; (it) the approval, execution, and
delivery of. and the pcnormance by th..: Issucr of the obligations 011 its part.. contamed in the Cerlitlc.atcs
of Obligation and the Issuer Documen(s: and (iii) the consummation by it of all other transactiDns
described in the Otlkial Statement, and the Issuer Documents and any [Uid all suc.h other agreements and
d04.~umems as may be required 10 be executed. delivered, and/or received by the issuer in order to carry
out, give effect to. and conSUlllmate the lransactions described herein and in the Ofticial Statemellt;
(c) The Issuer Documents (assuming the due authorization and execution by UIC other parties
thereto) constitute legal.. valid, and binding obligations of the Issuer, enforceable ill accordallce \.vith their
respective terms, subject to the principles of sovereign immunity, banklllptcy, insolvency. reorganization.
mOr<ltoriu!l1, :ind other similar laws and principles of equity relating to or aftecting the enforcement of
3
creditors' rights. TIle Certificates of Obligation, when issued, delivered, and paid for, in accordance with
rhc Ordinance and this Contract, wilJ constitute legal, valid, and binding obligations of the Issuer entitled
1O the benefits of the Ordinance and enforceable in accordance with their terms, subject to the principles
of sovereign ili1mUllity, bankruptcy. insolvency, reorganization, moratorium, and other similar laws and
principles of equity relating to Df affccting tlh~ cnforcement of creditors' rights: upon the isslIance.
authentication, and delivery of the Certiti.catcs of Obligation ,is aforesaid, the Ordinance \vill provide, for
the belief-it of the holders, n'om time to time, of the Certificates of Obligation, the legally valid and
binding pledge of and lien it purports to crcate as sct f-orth in the Ordinance;
(d) The Isstli:r is not in breach of or default in any mJ.t~nal respect under any applicable
constitutionn.l provisiolL law, or administrative regulation of the State or the United States or any
applicable judgment or decree or any loan agreement, indenture, bond, 110te, r~solutjon, agreement. or
other instalment to \vhich the Issuer is a party or to which tbe Issuer is otherwise subject, and no event
which would have a material alld adverse effect upon the business or financial condition of the Issuer has
occurred and is continuing which constitutes or '\lith the passage of time or the giving of notice, or both,
would constitute a default or event of default by tbe Issuer under any of the foregoing; <U1d the execution
and delivery of the Certificates of Obligatio!l and the Issuer Documents and the adoption of the
Ordinance, and compliance \vith the provisions on the Issuer's part contained therein, will not conflict
with or constitutc a material breach of or default under any constitutional provision, administrativc
regulation, judgm;ent, decree, loan agreement, indentur~. bond. IKlte, resolution, agrcem~llt) or other
instrument to whIch the Issuer is a party or to which tbe issuer 15 otherwise subject or under the tenns of
any slIch 13.\"', rcg.1datlon, or instrulnt:nt, except as pwvlded by the (:cnifkatcs of Obligation and the
Ordinallce:
(e) All authorizations, approvals, licenses, permits, consents, and orders of any governmelltal
authority, legislative body, board, agency, or commissi011 having jurisdiction of the matter which arc
required for the due authorization of. which would constitute a condition precedent to, or the absence of
which would materially adversely atlt:et the due performance by the Issuer of its obligations under the
Issuer Documents and the Certificates of Obligation have been duly obtained, except for the approval of
the Certificates of Obligation by the Attorney General of the State of Tc\:as and the registration of the
Ceniticates of Obligation by the Comptroller of Public Accounts of the State of Texas and Stich
approvals, consents, and orders a~ may be reqUired under the Blue Sky or securities lu'ws of any
jurisdiction in connection with the offering and sale of the Certit1cates of Obliga.tion:
(f) TIle Certificates of Ohligation alld the Ordinance conform to the descriptions tht:n:~of
containcd in tbe Official St.1temen111nder the caption "TIle Certificates of Obligation"; tl:H~ proceeds of the
salc of the Certificates of Obligation will be applied generally as described in the Official Statement undcr
the caption 'THE CERTlflCAfES OF OBUGA TlON-- SOLJRCES AND USES" and the Undertaking
conl"i:mns to the tkscription thereof contained in the Official Statement under the caption "CONTINVING
DlSCLOSURE OF fNFORivfA TION"~
(g) E:o;cept as described in the Official Statemcnt, there is no litigation. action, suit, proceeding.
inquiry, or investigation, at law or In equity, before or by allY COUEt, government agency, public board, or
body. pending or. to the best knowledge of the Issuer after due inquiry, threatencd against th.e Tssu<::r.
affecting the existence of the Issuer or the titles of its officers to their respective offices, or affecting or
seeking to prohibit, restnlin Of enjoin the sale, issuance, or delivery of the CCltificates of Obligation or tht:
collection of taxes pledged to the payment of principal of and interest on the Certificates of Obligation
pursuant to the Ordinance or in any way contesting or affecting the ';:llidity or enforceability of the
Certificates of Obligation or the Issuer Documents. or contesting the exclusion from gross income of
interest on the Certificates of Obligation for federal ll1corne tax purposes. or contesting ill any way the
completeness or accuracy of t.he Preliminary Oftlcla! Statcment. or the Ofticial Statement or any
4
S\lpplemCnl or amendment thereto, or contesting the powers ofthe Issuer or any authority for the issuance
of the Certificates of Obligation, the adoption of the Ordinance. or the execution and delivery of the
IsslIer Documents, nor, to thc best kno\.vledg~ of the Issuer, is there allY basis therefore, 'wherein an
ullllvorable decision, ruling, or fInding would materially adversely affect the validity or enforcc.lbility of
the Certificates of Obligation or the Issller Documcnts;
(h) As of the date thereof: the Prelimillar~' Official Statement did not contain any untrue stat('ment
of a material fact or omit to state a material t~lct wquired to bo stated thcn.;in or necessary to make the
statemcnts therein, ill the light of the circumstances under which they were made, llot mislea.ding:
(i) At the time of the Issuer's acc.eptance hereof and (unless the Official Statement is amended or
supplemented pursuant to paragraph (d) of Section 4 of this Contract) at all times subscqucllt thereto
during the period up to ilnd including the date of Closing, the Official Statement does not and will not
contain any untrue statement of a material fact or omit to state any material fact required to he stated
therein or necessary to make the statements therein, in light of the cIrcumstances ulldcr which they ,,,,ere
made, not misleading:
(j) If the Official Statemcnt is supplemented or amended pursuant to paragraph (d) of Section 4 of
this Contract, at the timc of each supplement or amendment thercto and (unless subsequently again
supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period
up to and including the datc of Closing, the OtIicial Statement as so supplemented or alTlended will not
contain any lmtme statement of a material fact or omit to state allY material fact rtXluired to be sUlted
therein or necessary to make the statements therein, in light of the circumstances und~r which made, not
misleading;
(k) Thc Issucr will apply, or cause to be applied. the proceeds fi'om the sale of the Certific.ttes of
Obligation as provided in and subject to all of th~ terms and provisions of thc Ordinance and will not take
or omit to takc any action which action or omission will advcrsely affect the exclusion from gross income
for federal income tax purposes of the interest on th~ Certificates of Obligation;
(I) The Issuer win furnish, at no cost to the Issuer, such information and execute such instruments
and take SllCh actio-n in cooperation with "the LJndcnvriter as the UndeI\\Titer may reasonably request (i) to
(y) qualify thc Certificates of Obligation for otf(:;r and sale under thc <'blue sky" or other securities laws
and regulations of such states and other jurisdictions in the United States as the Undcf\vritcr may
desi.gnate a.nd (z) determine the e!Jgibilit;.' of the Certificates of Ohligation for investment under the laws
of such states and other jurisdictions and (ii) to contmue sllch qualifications in eftixt so long as rcqliired
for the distribution of the Cenifkates of Obligation (provided, however, that thc Issuer \vill not be
required to qualify as a foreign cOl1lOratiol1 or to file any general or special consents to service of process
under the laws of allY jurisdiction) and will advise the Underwriter immediately of receipt by the Issuer of
any written notification with respect to the suspension of the quaJificatio!l of the Certificates of Obligation
for sale In any Jurisdiction or the initiation or threat of any proceeding for that purpose;
(m) The fillancial statements of and other finan<:ial information regarding thl:' Issller in the
Otlicial Statement fairly present the financial position and results of the lssucr as of the dates and for the
periods therein set forth Prior to the Closing, there will be no adverse change of a material natllre in such
f:inancial position, results of operations,. or coIldition, financial or othcl"\vise, of the fssuer. Except as
described in the Official Statement. the Issuer is not a pany to any litigation or other proceeding pending
or. to its knowledge, threatened \vhicl1, if decided adversely to the Issuer. would have a materially advers(~
effect 011 the t1nancial conditIOn of the issuer;
5
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(n) Prior to the Closing the Issuer will not offer or issue any Certificates of Obligation, noles, or
other obligations for borrowed money or Incur any materialliabdities, direct or contingent, except in the
normal course of business, payable from or secured by any of the revenues or assets whIch will secure the
Certificates of Obligation \vithout the prior approval of the lfndenvnter;
(0) Any certificate, signed by any official ofthc Issuer authorized to do so in connection with the
transactions described in this Contract, shall be deemed a representation and warranty by the Issuer to the
Under\'i'riter as to the statements made therein: and
(p) The Issuer covenants that blolt'''eCIl the date hereof and the Closing it will ta..i.;:e ne actiollS
'shieh \vill C.:111Se the representations and 'i.\'arranties made In this Section to be untnle as of Closing.
6. Ciosing. At 10:00 ,I.nl. Central Standard Time, on October 18, 2007. the IsslIerwill dclivcrthe
Ccrtificaks of Obligation to the lindenvriter in ihe form of one printed or typeV,TIltell CCltificate of
Obligation, registered in the name of Coastal Securities, or a..c; othef\'visc requested by the Undemnler, in
dlc principal amount of the Certificates of ObJigatk1ll (the "Initial Certificate of Obligation"). The lnitial
Certificate of Obligation shall be approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas. Subject to the terms and conditions hereof,
the Issuer 'will deliver the Cerrificates of Obligation through the Depository Trust Company ("OTC"), or
at such other location as is mutually agreeable. The linderwritcr will accept deliver)' of the lnitial
Certificate of Obligatioil and the T.ssllcr Documents and pay the purchase price for the Certificates of
Obligation as set forth in S:;;ction 1 her<;:of in imme.diakly available f1l.1lds ellr uIlconditional credit to th"
Issuer. or as othcr.visc dln;cted by the issuer. Issuer Documents shall be made available for il1spc.ction by
counsel for the Undcnvriter at Ie<ISt one full business d.l)' bdore the ClOSing.
Upon Sl.lrrcnder of the Initial Certificate of Obligation for exchange, detirlitive Certificatcs of
ObligatIOn shal1 bc issued in the form of one typewritten or printed Certificate of Obligation for each
malurity, registered in the name of C~de & Co, as registered owncr and nominee for DTC in the same
aggregate amount Deliver)' of tho definitive Certificates of Obligation as atoresaid shall be made at the
place in New York New York, designatt:d by DTC or maintained in accordance with DTC's FAST
system The ddiniti'vc Certificates of ObligatIon shall bear propcr CUSIP numbers (provided, h,)\y<;:vG,
t.hat nClther the printing of a wrong CUSIP number 011 an\" CertifiC<lte of obligation nor thefuilurc to print
~l CUSIP !lumber thereon shall constitl.lte cause to wfusc to accept delivery of any Ccrtificate of
ObligatIOn).
7. Closing Conditions. 'nlC Underwriter has entered into this Comract in relia.ncc upon the
representations, ,varranties, and agreements of the Issuer contained herein, and ill reliance upon the
representations, \,,'anauties, and agreements to be contained in the documents a.nd instrumc:nts to be
delivered at the Closinga.nd upon the performance by the Issuer of it<; obligations hereunder, both as of
the date hereof and as of the date of the Closing. Accordingly, the- Unclen\'riter's obligations under this
Contract to purchase, accept cklivery ot~ and pay for the Ccnificates of ObJigmion shall be conditioned
upon the performance hy the Issuer of its obligatioIll; to be: performed hereunder and under such
documenis <md instruments at or prior LO the Closing. and shall also be subject to the following additional
condition8.. including the delivery by the Issuer of such documents as are enumerated herein. in form and
substance reasonably satisfactory to the Underwriter:
(a) The representations and wan'anties of the issuer cont.lined herein shall be true, complete, and
correct in all material respects on th(~ date hereof and on and as of tile date of the Closing, as if tllade 011
the date of the Closing;
6
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(b) rIlle Issuer shall have performed and complied with all agreements and conditions rcqum::d by
this Contract to be p~rtorrned or <:omplied \\"ith by it prior to or at the Closing:
(e) At the time of the Closing, (i) the Issuer Documents and the Certificates of Obligation shaH be
in full t\./rce and effect and shall not have been ,unended, modified, or supplemented, and the Ofticial
Statement shall not have beell supplemented or amended.. except in any such case as may have been
agreed to by the lJnderwriter; and (ii) all actions of the ISSlicr required to be taken by the Issuer shall be
performed in order for B(Hld Counsel to deliver its opinions referred to hereafter;
(d) At the tlmc of the Closing, all official action of the issuer relating to th(~ Certificates of
Obligation and the h;wcr Docull1cms shall be in full forc~ Hnd efkct and shall not h:.lw b0cn amcnded,
modified, or supplemented;
(c) At or prior to tlle Closing, the Ordinance shall have been duly executed and delivered by ihe
Issller and th~ lssuer shall have duly executed and ddivcred and the Paying Agent/Registrar shall rmvc
duly authenticated the Certificates of Obligation;
(t) At the time of the Closing, there shall not havc occurred any change or any development
involving a prospective changc in the condition, financial or otherwise, or ill the revenues or operations of
the Issuer, fTOm that s~,:t forth in th~ Otftcial Stakmentthat in thc reasonable judgment of the lJndc"-vriter.
is materia.l and adverse and that makes it in the reasonable Judgment ortlle Underwriter, impracticable to
market the Certificates of Obligation 011 the terms and in the manncr contemplated in the Official
Statement:
(g) The lssuer shall not have failed to pay principal or interest \vhen due on any of its outstanding
obligations for borrowed money;
(h) All steps to be taken and all instruments and other documents to be executed, and all other
legal matters in connection with the transactions described. in this Contract shall be masonably
satisfactory in legal torm and effect to thc Undcrwriter:
(i) At or prior to the Closing, the Underwriter sha.lI have reccivi,ld one copy of each of th~
following documents:
(1) rnJ.e Official Statement, and each supplement or amcndment thereto.. if any, as
may have becn agreed to by the Underwriter. or a conformed copy thereof:
(2) The Ordinance {including the llIldertaking of the h;sui,lr (Lhe "'Unc1cltakmg')
whIch satisfies the requirements of Section (b){5)(i) of the Rule) with such s\lpplemcnts or
a.mendments as may have been agreed to by the Underwriter;
(3) the approving opinion of McCalL Parkhurst & HOlton L.L.P.. Dallas, Texas
('-Bond Counsel") with respect to the Certiticr:tes of Obligation.. in substantially the form attached
to the Official Statement;
(4) a snpplemental QPllllOU of Bond Counsel addressed to the Issuer and the
Underwriter, subst.1ntially to the effect that:
(i) the Certificates of Obligation arc exempted securities wlthm the meanmg
of Section 3(a)(2) of the Securities Act of 1933, as amend~d (the" /9 33 Act''), and it is
nol neCL:ssary. in cDllncclioll \vith the offering and sale of the Omjficates of Obligation,
7
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to register the Ceriificates of ObligmiQllundcr the 1933 Act or to qU<llify the Onljnanc~
under the Trust Indenture Act of 1939, as amended (the "Trust 111denture Act ''j;
(ii) the statements and mformation contained in the Otlkial Statement
under the captions, THE CERTIFICATES OF OBLIGATION" (except under the
subheadings "Payment Record", and" Sources and Uses of .Funds", as to vv'hich no
opinion is expressed). "REGISTRATION, TRANSFER AND EXCHANGE",
"TAX MATTERS", "CONTrNUING DISCLOSURE OF .INFORMi\T1DN
(except under the subheading "Compliance with Prior Undenakings", as to which
no opinion is expressed) "OTHER IN.FORiVlA TION - REGI:STRATION AND
QUAI.JFICATION OF CERTIFICATES OF OBI..IGATIONFOR SALE",
"-LEGAL INVESTMENTS AND EUGIBrUTY TO SECURE PUBLIC FUNDS
IN TEXAS", "-LEGAL OprNIONS" and relating to the Cenificates of Obligation
and legal matters contained under such captions and subcaptions is an accurate
and fair description of the laws and legal issues addressed therein and, with
respect to the Certificates of Obligation, such information conforms to the
Ordinance.
(5) An opini<m of Underwriter's Counsel dated the date of Closing in substa..'ltially
lhl' fonn set forth in Exhibit B hereto;
(6) A certificat~, dated the date of Closing. of an appropriate offlclal of the 1ss11~~r to
th~~ dl:()('.t that tl) th.;: representations and warramit:s of the l.ssuer contained herein arc true and
correct ill all material respects Oil and as of the date of Closing as if made all the date of Closing:
(ii) except as disclosed ill the Official Statement. no litigatioll or proceeding against the: Issuer IS
pendmg or, to the best of her kmwvledge, threatcncd in any C~")Ult or administrativ~ body nor is
rhere a basis for litlgatio!l which \-v'ould (a) contest the right of the City Councilor officials of the
Issuer to hold and ext:rclse their respective positions, (b) contest the due orgallization and valid
e'\istcncc oftbe Issuer, (c) contest the validity, due authori7.ation and execution of the Certificates
. . , .
of ObligatiOIl. this Agreement, the Ordinance.. or (d) attl;;lTIpt to enjoin or otherwise prevent the
Issu'~r from functioning and collecting ad valorem taxes, including making payments en the
Celtiticates of Obligation, pursuant to the Ordmance, and the levy or collection of the ad valorem
taxes to pay the principal of and mterest on the Certificates of Obligation, or the pledge thereof;
(ili) all officiul actions of thc Issuer relating to the Ot1kial Statement t11(: Certificates of
Obligation, thiS Agreement.. the: Ordinanc~ have be:en duly taken by the Issuer, are in full force
and dIeet .lIld have .not been mudified, amended or repealed, and (IV) to the best of ht:r
kno\vledge, no evcnt affecting the Issuer has occurred since the date of the Official Statement
which should be disclosed in the OfT:icial Statemcot for th~ purpose for v,hich it is to be used or
which it is necessary to disclose !herem in ord.er to make the statements and infonnation therein,
in light of tl1e circumst.ances under 'which made. not misleading in any material respect as of the
time of Closing, .U1d the information contained in the Official Statcm~nl is correct in all material
respects and, as of the daw of the Ofticial Statement did not, and as of the date of the Closing
does not contain any untrue statement of a material fact or omit to state a l11aknal fact required
to be stated therem or necessary to make the statements mnde therein, in the !lght of the
circmnstances under which thcy \\ere mack. not misk<1dillg,
(7) A ce::nificate of the Issuer in form and substance satisl:actory to Bond Counsel (a)
setting forth the facts, estima.tes and circumstances in existence on the date of the Closing, \vhich
(.,'St~lblish that it is 110t expected that the proceeds of the Certificates of Obligation will be used in a
manner that would cause the Certificates of Obligation to be "arbitrage Certificates of
8
Obligation" within the meaning of Section 148 of the Internal Revellue Code of 1986, as
amended (the "Code'''' and any applicable regulations (whether finaL temporary or proposed),
issued pursuant to the Code, and (b) certifying that to the best of the kno\vledge and belief of the
Issuer there arc no other facts, estimates or circ.llmstanccs that would materially change the
conclusions, representations and expectations contained in such certificate;
(8) 111e approving opinion of the Attorney General of the State of Texas and the
registration certificate of the Comptroller of Public Accounts of the State of Tcxas in rcspc.ct of
the initial Celti ficales of Obligation;
(9) A copy 0 the insurance policy issued by MBIA Insurance (' orporation relating to
the guarantee of the payment of the scheduled intercst on and principal of [j)(~ Cenit1cates of
Obligation;
(10) Evidence of the rating on the Certificates of Obligation, \vhich shall be "Aaa" by
Moody's Investors Serv'ice, Inc. and "AAA" by Standard & Poor's Rating Service, a divison I.1f
The McGraw-Hili Companies, Inc.;
(1]) Such additional legal opinions, certitkates, instrumcnts and other doCtlment~ as
may be required by the Ordinance or as the Underwriter" UndCf\vriler' Cou.nsel or Bond Counsd
may reasonably request tl.1 evidence the truth and accuracy, as of the date hercof and as of the dato
of the Closing, of the Issuer's representations and warranties contamed herein and 1..1f the
statemcnts a.'ld information contained in the Ot1iciaJ Statement and the due penormallcc or
satisfaction by the Issuer on or prior to the date of the Closing of ail the respective agrecments
(hen to be performed and conditions then to be satisfied by the IsslIer.
All of the opinions, letters, certificates. instruments, and other document os mentioned above or
clsc\',:here in this Contract shall be deemed to be in compliance vvith the provisions hcn.':()f if.. but only it:.
they are in form and substnnce reasonably satisfactory !:O the Underwriter.
If the Is~alCr shall be unable !:O &1tisfy the conditions of the obiigatiollS to the Undenvritcr to
pnrchasi;";, to accept delivery of. and to pay fix the C~rtificates of OblIgation contmned tl1 this Contract or
if the obligations of the Underv.Tiler to purchase, to ac~ept delivery of and to pay for the CCltificates of
Obligation shall be terminated for nn~! reason permitted by this Contract, this Contract shall terminate and
neither the Undenvritcr nor the Issuer shall be undcr any fll/ther obligation herc1.mder.
8 Termination. 'file Undenvriter shall have the right to cancel their obligation to purchase the
Certificates of Obligation if> between the date of this Contract an.d the Closing, the market price or
marketability of the Certificates of Obligation. shall be materially adversel~' affected. ill the reasonable
jlldgment of the Underwriter (as evickTlced by a written notice to the lssller terminating the obligation or
the Underwriter to accept delivery of and pay for the Certificates of Obltg<ltion), by the occurrcnce of an:\"
ofthc follo\,,'ing:
(a) legislation shall be enacted by (lr introduced ill the Congress of the United States or
recommended to the Congress for passage by the President of the United States, or the Treasury
Dcpaltment of the tinited States Of the lntemal Revenue Service Of f.tvorably reported fl.)!" passage to
either H.1use offhe Congress by any committee of such House to which StIch legislation has been referred
f;:u' consideration. a decision by a court ofthelJnited States or of the State or the LJllited States Tax Court
shall be rendered, or an order, ruling, rcgulatiol1 (final, temporary, or proposed), press release, statement,
or other toml of notice by or on behalf of the Treasury Department of th,~ United States, the lntcmal
R~vcnlle Scrvice, or other governmental agency shall be madc or proposed, tb(' effect of any or aU of
9
which would be to impose, directly or indirectly, federal income taxation upon interest received on
obligations of the general character nf the Certificates of Obligation, of the interest on the Certificates of
Obligation as described ill. the Oflicial Statemcnt, t1r other action or events shall have transpired which
may have the purpose or effect, directly or Indirectly. of changing the tbd~ral income tax. consequences of
allY of the transactions described herein;
(b) kgislation introduced in or enacted (or resolution passed> by the Congress or an order, decree,
or injunction issued by any cour1 of competent jurisdiction. or an order, nUlllg, regulation (final,
tcmpomry, or proposed), press release, Of other form of notice issued or made by or on behalf of the
Securities and Exchange Commission, or any other governmental agency having jurisdiction of the
subj'-'d matter, to the effect that obligatrolls of the general character of th~ Ccrtificates of Obligation,
including any or all underlying arrangements. are not exempt from registration under or other
requiremcnts of the 1933 Act, or that the Ordinance is not exempt [tom qualtf'ication under or other
requirements of lhe Trust Indenture Act. or that the issuance. offering, or sale of obligations of the general
charr:dcr of the Ce::rtificate.s of Obligation, including any or all underlying arrangements, as contemplated
hereby Of by the Official Statement or otherwise. is or would be in violation cfthe federal sccurities law
as amGlldcd and then in effect;
(c) a general suspcll,>ion of trading in secuntlGS on the New York Stock Exchange or the
American Stock Exchange. the establishment of ClllrIlCnum prices t1n cithcr such (~.\changc, the
cstahhshOlellt of material restrictions (not in tor<:e as of the date hereof) upon trading securities generally
by any governmcntal authority or any natiOllal securities exchange, a. general banking moratorium
declared by fcdcr<tJ, State ofNe\\' Yark, or State officials authorized to do so;
{di any amendment to the federal or Slale Constitution or action by any federal or State court,
legislative body, rcgulatory body, or other authority materially adversely affecting the ta;x status of the
Issuer. its property, income sccumies (or interest thereon), Of the validity or enforceability of the
assessments or the levy of taxes to pay principal of and interest 011 the Certificates of Obligation;
(e) ,my evt:ut occurring, or information becoming known \'lihich, in the reasonable judgment of
lhe Undenvriter. makes untrue in any material respect any material statement or intonnation conta.ined in
the Ofticial Statement, or has tlle effect that the Official Statement contains any untrue statement of
material tact or omits to state a material fuct required to be stated therein or necessary to 111.ake the
statcmerll:S therein, in the light of the circumstances under which they \\'ere made, not misleading;
(t) there shaH have occurred since the d3tc of this Contract nn~' materially adverse change m the
affairs or financial condition of the Issuer;
{g) the United States shall have become engagcd III hostilities \.vhich havi;~ resulted in a
declaration of w.u' or a national cm~rgel1CV or there shall have occurred an\' other outbreak or escalation
\W ... ' ,
of hostiljti~s or a national or iutem:ltional calamity, or crisis. financial or otherwise, the etTect of such
outbreak, caJami()', or crisis on the fmalleinl markets of the Vnited States being such as. in the [\~a$onabk
opmion ofth(.; Undcnvrikr, would materially and adversely affect the ability of the Underwriter to market
the Certificates of Obligation;
(h) any fad or event shall exist or havc existed that, in thl:; Underwriter's rea.sonable judgment.
requires or has required an amendment of or supplement to the Official Statement.
(i) there shall have OCCUlTed allY do"-ngr.:l:ding, or any notice shall have been given of (A) allY
intl;;nded or potential do\-vngrading or (8) any revie'w or possible change that docs Ilot indicate the
direction of a possible change. ill the rating accorckd any of the Issuer's obligations (including the rating
10
to be accorded the Certificates of Obligation) by any "nationally recogl1lzcd statistical rating
organization," as :mch term is detined for purposes of Rule 436(g)(2) under the 1933 Act;
(j) the purchase of and payment for the Cenificates of Obligation by the Underwriter, or the
resale of the Certificates of Obllgatloll by the UIlde/writer, on the terms and conditions hercitl provided
shall be prohibited by any applicable law, goyeTlllllental authority, board, agency, or commission.
9. Exp,'nses. (a.) 'The Dndcrwntcr shall he ullder no obligation to pay, and the Issuer shall pay,
any expenses incident to the penormnnce of the Issuer's obligations hereunder, inchlding, but not limited
to (i) the cost of prepamtion alld printing of the Certiticates of Obligation: (ii) the fees and disbursemc[Jt~
o1'Rond Counsel. (iii) the fees and disbursements o1'(11c Financial Advisor to the Issuer: (iv) th~ fees and
disbursements of any t::ngincers, accountants, and oth~r experts, consultants, or advisers retained by the
Issuer: (v) the fees for ratings on the Certificates of Obliga.tion; (vi) the costs of preparing, printing, and
mailing the Prcliminary OfficlUl Statement and the Official Statement: (vii) the fees and expcns;;:s of the
Paying AgcntfR~gistrar; (\'Ii/) adveltising expenses (except any' advertising expenses of the Underwriter
as set tbrth 1>eIO\.....); (ix) Ihe out-of-pockel, misccllaneous, and closing ex:penses, including the cost of
travel, of the officers and trustees of the Issuer: and (x) any other expenses mutually agreed to in writing
by the Issuer and the Underwriter to be reasonably considered <..>xpensC$ of the Issuer '",hich arc incident to
the transactions dC:.,'scribed herein.
(b) Th;;:: Undenvnter shall pay (I) the cost of pwparation ;wd pnntillg of thIS Contract. r.be Blue
Sky Survey. if an\', and Legallovestment ['"lell1orandum, ifany: (ii) all advcnising expcnsi:.'S in connection
with [he public ot!ering of the Certificates of Obligation; and (iii) all ot.her expenses Incurred by it in
connection with the public otfering of the Certificates of Obligation, includmg the tees and disbursements
of counsel rct:aincd by the UndcT\vritcr.
10. Notices. Any notice or other communication to be given (0 the Issuer under this Contract may
be givcn by delivering the same ill writing to City of Coppel!, 255 Parkway Blvd. Coppell, Texas
75019, Attention: Chad Bcach 311d any notice or other communication to be given to the Underwriter
undcr this Contract may be givcn by delivering (he same in '\'TIting to McCall, Parkhurst & Horton L.L.P.
Attention: Peter Tart.
11. PClFtit's In interest. Tlus C\lIltract as Il.;:rctofon; spcclfH.:d shall cOllstitull:.: th;;; :;nt;n: agnxIXI<:nt
between us and is made solely for the bencfit of the Issuer and the Undenvriter (includll1g S1lcccssors or
assigns of the lIndenvriter) and no other pcrsoll shall acquire or have any right hereunder or by vil1ue
hereof This CQntract. may /lot be assigned by the Issuer. All of the Issuer's representations, warranties,
aud agreements contained in this Contract shall remain operative and in fuH force alld eftect, regardless of
(i) allY investigations made by or on behalf of any of the Underwriter; (ii) delivery of and payment for the
Certificates of Obligation pursuant to this Contract; and (iii) any termination of this Contract.
12. ({ii:!ctiveness. This Contract shaH become effective '-ipon the acceptance hereof by the Issuer
aod shalllx: valid aocl cflJon.;(:abk at the timc of such acc~"ptance.
13. ('hOi("I.~ of Lmi-. This Contract shall b~ govt;Tnl::d by and construed 10 accordance WIth the
laws ofthc State orTcxas.
14. Severab.'1lly. If allY provision of this Contract shall be held or deemed to be or shall, in fact,
be invalid, inDperative, or unenforceable as applied in any particular case ill any jurisdiction or
jurisdictions, or in aU jurisdictions because it conflicts with ~my provision or pro\'isiOllS of any
Constitution, statute, nile, of public policy, or any other reason, such circumstances shall not have the
cttt:ct of rendering the provision in question invalid, inoperative, or unenforceable in an.y oth;;:r case or
11
circumstance, or of n;ndcring uny other provision or provlslOns of this COlltraci invalid. inop;::r<.ltivc or
uncnforccnblc to any extent whatever.
l5. Bu.<:ine.\'s Day. 'For purposes of this Contract, "business day" means any day on which the
N~w York Stock Exchange is open ior trading
16. Section Headmgs. Section headings have been inserted in this Contract as a matter of
convenience of reference only, and it is agreed that such section headings are 110t a part of this Contract
and will not be used in the mtcrpretation of any provisions of this Contract.
17 N()P~!r.wnal Liability. None of the members of the City Council, nor any officer, agcnt, or
cmplo)';?{; of the Issuer, shall be chargt:d personally by th<: Und<:rvvrita with any liability, or be hdd liabk
to the Undenvritcr under any tcrm or provision of this Contract or because of execution or attempted
c\:cculion, or becal.lsc of any breach or attempted or alleged bl'cach, of this COlltract.
18. Counti1'1,arts. This Conimet may be exec'uted ill several counterparts each of ",:Jlich shall he
regarded as all origillaJ (with the same effect as if the signaturcs thereto and hereto \vcre upon the same
document) and all of which shall constitute l)tlC and the same document.
(Remainder of this page intenlionally left blank)
12
If you agree with the f()R~g(ling. pku:;e sign the enclosed COllnterpart of lhi:;. COT1!mc! .md retlln1 it
to the Underwriter. Thi:s Contrnc! shall bC\:()lI\c il binding agreement l>et\"'ccn you and the Undt:rwnicr
when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties
hereto.
Respectfully Submitted.
COASTAL SECURITIES, INC
EXECUTION PAGE OF PURCHASE CONTRACr
Attest:
. ~..t3fiLL
By:
2
If you agree with the foregoing, please sign the enclosed counterpart of this Contract and return it
to the Underwriter. This Contract shall become a binding agreement between you and the Underwriter
when at least the counterpart of this letter shall have been signed by or on behalf of each of the parties
hereto.
Respectfully Submitted,
COASTAL SECURITIES, INC.
Title:
EXECUTION PAGE OF PURCHASE CONTRACT
.0<
Schedule I
$9,100.000*
CITY OF COPPELL. TEXAS COMBINATION TAX AND REV[NUE CERTWICATES
OF OBLIGATION, SERmS 2007
Interest Accrues From: September 1, 2007
Serial Certificates of Obligation~
Principal M.aturity Interest
Amount (f::~Rm_m:y.J) R~1f Yj~J9.
$590.000 2()(J8 4.00% 3.6000/"
$445,000 2D09 4.00% 3.600%
$445,OO() 2010 4.00% 3.600%,
$445,OO{) 2011 4.00% 3.6006/0
$445,000 2012 4.00% 3.6(JOfyo
$445,000 2013 4.00% 3.620%;
$44.5,000 2014 4.00% 3.650~'~
$445,000 2015 4.00%, 3. 72{)(//;,
$445.000 2016 4.00%> 3.770%
$450,000 2017 4.00% 3.&20%,
$450,000 2018 4.00~'o 3.850%
$450,000 2019 4.00'% 3. 900~;,
$450.000 2020 4.00';,0 3.940~;.)
$450,000 2021 4.00% 3.980r~,;,
$450,000 2022 4.00% 4.020~'~
$450,000 2023 4.00'% 4.050%
$450,000 2024 4.00(~;, 4.100%,
$450,000 2025 4.000,-;' 4.120%
$450,000 2026 4.125% 4.150'%
$450,000 2027 4.125% 4.180'%
· 111\: Celtliicau,"S ofOblig:lticn maturing on lmd afi~r Febnlliry I, 20J & are sul.*ct to optional redemption pnortolllaturilY,
ill wholtl or in part, Oil fcbruury j, 2017, or tillY date Ihercllitcr, at arcdcmplion price n['paT pills n.:crucd interest to the
dale ot"n::dempiioIl.
EXHIBIT A
OFFICIAL STATEMENT
EXHlBIT B
UNDERWRITER' COUNSEl.. OPINION
EXHIBIT C
FORM OF SVPl>LEMENTAL BONI> COUNSEL OPINION
McCallParkbul"st & Horton LL.P.
717 N. Harwood, 9th Floor
Dallas, Texas 75201
October 18, 2007
City ofCoppell, Texas
225 Parkway Blvd
Coppell. Texas 75019
Coastal Securities, Inc.
5555 San Felipe, Suite 2200
Houstoil. Texas 77056
Ladies and Gentlemen:
This opinion is provided to you pursuant to the requirements of SeCtlOll 7(i)(5) of the Purchase
Conttact dated September II, 2007 between Coastal Securities, Inc. (the "Vnderwriter") and the City of
Coppell, Texas relating to the purchase of the City of Coppell, Texas Combination Tax and Revenue
Certificates ofObligatioll. Series 2007, dated September 1,2007, in the principal amount of $9,100,000
(the "Certificates of Obligation").
AU references in this opinion to instruments and other defined terms shall mean the instruments
and other terms as defined in the Purchase Contract. The opinions expressed bdov,,' arc qualified to th~
cxtent that the enforceability of any provisions in any of the agreements or documcnts listed may be
subj~ct to and affcct<.-:d by applicable bankruptcy, Insolvency, reorganization, moratorium or similar laws
atlecting the rights of creditors generally.
Insofar as the Official Statement is concemed, our revie\v and examination was iimited to the
illfl:mnation contaIned under the captions "THE CERTIFICATES OF OBLrGATTON" (except under the
subheadings "Payment Record-'.. and '"Sources al1d Uses of FUllds", as to w'hich no opinion is expressed),
"RECllSTRATJON, TRANSFER AND EXCHANGE". 'TA.X l\1ATTERS", "CONTINUING
DISCLOSURE OF TNFORMATlON (except Ullder the subheading "Compliance with Prior
Undertakings". as to which 110 opinion is expressed) ":OTHER INFORJ\.1ATION - REGlSTRA TJON
AND QUALlFICA TJON OF CERTIFlCA TES OF OBLIGATIONS FOR SALE", .-- LEGAL
INVESTMENTS AND ELIGTBILlTY TO SECURE PUBLIC FUNDS IN TEXAS". "-LEGAL
OPINIONS". Save and except for the rcvic\v of the foregoing captIons, we have not undertaken to
d\.~lcrminc independently the accuracy, completeness, or fairness of any other intonnatioll, aata or
descriptions contained in the Oft1cial Statement, including particularly. but not limited to, the fimmcial
and statistical data included therein.
-
Based upon and subject to the abo\'c and foregoing, <md our exam.ination of such other
information and docllments, including provisions of the Constitution alld applicable State and federal
laws as we believe necessary to cnable us to render this opmion, \lie are of the opinion that:
(a) The information relating to the CCltificatcs of Obligation and the Ordinance
contHincd in the Official Statement under the headings cited above, is a j~lir and accurate
summary of the information relatmg to the Ccrtificat~~ of Obligation and the Ordinance and
pmportt-x1 to be shovm and the information and descriptions cOlltailled under such caprions
relating to the provisions of applicable State and Fcdcral1aws are correct as to matters oflnw.
(b) "n1C Certifkates of Obligation arc exempted securities within the meaning of
S'-"CtIOll 3(a)(2) of the Securities Act of 1933, as amcndedo and it is not necessary in connection
with the offer ~nd sale of the Certificates of Obligation to the public to register the Cenif:icates of
Obligation under the Securities Act of 1 <J3 3. as amended, or to qualify the Certificates of
Obligation. the Ordinance, or any other instrument or document under the Tmst Indenture Act of
1939, as amended.
In addition, please be advised that the Ordinuncc was duly adopted by the governing body of the
Issuer and is in full force and cff~t as of the date of this opinion.. and the Vndenvriter is entitled to rely
upon the opinion of BClIld Counsel.
Respectfull y.
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