OR 2008-1210 Issuance of combination certificates of obligationCERTIFICATE 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:
1. The City Council of said City convened in REGULAR MEETING ON THE 14TH
DAY OF OCTOBER, 2008, 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
Marvin Franklin, Mayor Pro Tem
Tim Brancheau
Jayne P. Peters
Brianna Hinojosa-Flores
Marsha Tunnell
Billy Faught
Karen Hunt
Libby Ball, City Secretary
and all of said persons were present, except the following absentees: NA~~-N 1~zo~.~ ~N 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 2008A, IN THE PRINCIPAL AMOUNT OF $20,000,000, 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 carved by the following vote:
AYES: All members of said City Council shown present above voted "Aye".
NOES: None.
Z. 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 Qrdinance; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified and acting off cers 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 55 ~, 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 said ordinance for all purposes.
SIGNED AND SEALED THE 14TH DAY OF OC'~OB~R 2008.
City Secr Mayor
(TTY SEAL)
oRDINANCE N0.2048-~ j~
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES
2008A, IN THE PRINCIPAL AMOUNT OF $20,040,000, A.PPROVTNG AN OFFICIAL
STATEMENT, At]THORIZING THE EXECUTION OF A PURCHASE AGREEMENT,
MAKING PROVISIONS FOR THE SECURJTY 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, Series 2008A, ~"Certificates of Obligation"~ in the maximum amount of
$20,ODD,ODO, for the acquisition ofapproximately 360 acres, together with the acquisition of approximately
115 acres from the proceeds of the City's Combination Tax and Revenue Certificates of Obligation, Taxable
Series 2448B, being a total of approximately 475 acres all out of a tract of land of approximately 940 acres
known as North Lake property owned by Lwmuzant, being located east of south Beltline, south of east Beltline,
west of'~alley Ranch Road being located in Irving and north of Hackberry Road, to be used in part for water
system improvements including storage facilities and pumping station and in part for future municipal
improvements, facilities and purposes, and far 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, together with the
City of Coppell, Texas Combination Tax and Revenue Certificates of Obligation, Series 2D48B, in the
principal amount of $6,500,040, being authorized concurrently herewith; and
WHEREAS, the Cifiy Council has heretofore, an the 12th day of August, 2045, 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 August 15, 2008, August 22, 2D08, September 12, 2008 and
September 19, 2008; 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 tv the public and public notice of the tune, place and purpose of
said meeting was given pursuant to Chapter 551, Texas Government Code.
THEREFORE, BE TT 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 of Coppell the "Issuer"}are hereby authorized
to be issued and delivered, in the aggregate principal amount of $20,000,000, for the acquisition of
approximately 360 acres, together with the acquisition of approximately 115 acres from the proceeds of the
City's Combination Tax and Revenue Certificates of Obligation, Taxable Series 2008B, being a total of
approximately 475 acres all out of a tract of land of approximately 940 acres known as North Lake property
owned by Lumilaant, being located east of south Beltline, south of east Beltline, west of Valley Ranch Raad
being located in Irving and north of Hackberry Road, to be used in part for water system improvements
including storage facilities and pumping station and in part for future municipal improvements, facilities and
purposes, and for paying legal, fiscal, and engineering fees in connection with such projects.
Section 2. DESIGNATION CF THE CERTIFICATES OF OBLIGATION. Each certificate
of obligation issued pursuant to this Ordnance shall be designated: "CITY OF COPPELL, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE of OBLIGATION, SERIES 2D08A",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 Cerrtificate of Obligation"}, but the Initial
Certificate of Obligation may be assigned and transferred andlor converted into and exchanged far a like
aggregate principal amount of fully registered certificates of obligation, without interest coupons, having serial
maturities, and in the denomination or denonunations 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 obligationissued
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 TIDE 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 October 1,
2008, in the denomination and aggregate principal amount of $20,000,000, numbered R-1, payable in annual
installments of principal to the initial registered owner thereof, to-wit: SOUTHWEST SECURITIES, or to the
registered assignee or assignees of said Certificate of Obligation or any portion or portions thereof din 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 ofthe Initial Certificate of Obligation sha11
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 CBLIGATICN set forth in this Ordinance.
2
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 an the Initial Certificate of Obligation, .shall be substantially as follows:
NO, R-I
FORM OF INITIAL CERTIFICATE OF OBLIGATION
~ZU,40U,044
UNITED STATES OF AMERICA
STATE OF TEAS
COUNTIES OF DALLAS AND DENTQN
CITY OF COPPELL, TEAS
COMBINATION TAB AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 24Q8A
THE CITY OF COPPELL, IN DALLAS AND DENTON COUNTIES the "Issuer"}, beingapolitical
subdivision of the State of Texas, hereby promises to pay to.
SOUTHWEST SECURITIES
or to the registered assignee or assignees of this Certificate of Obligation or any portion or portions hereof din
each case, the "registered. owner"} the aggregate principal amount of
TWENTY MILLIQN DOLLARS
in annual installments of principal due and payable an February 1 in each of the years, and in the respective
principal amounts, as set forth in the following schedule:
YEAR AMOUNT YEAR AMOUNT
2014 $ I,OOO,D00 2021 ~ 1,355,000
2015 1,355,000 2022 ~~~~~~~~~
2016 1,355,ODD 2023 2,7I5,DDD
2017 I,355,OOD 2024 '~~~'~~~'~'~~`
201$ 1,355,DOD 2025 2,720,000
2019 1,355,DD0 2026 ~~~~~~~~`~
2020 1,355,000 2027 ~~~~~~~~~
202$ 4,0$0,000
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:
3
maturity 2014, 4.125% maturity 2421, 5.500%
maturity 2015 4.375% ~ ~~~"~'~'~~'~'~~~~`~~~~'~'~~'~
maturity 2014, 4,500% maturity 2023, 5.750%
maturity 2017, 5.000% ~'~~~~~`~'~~~~~~"~~~~`~~~
maturity 2018, 5.125°/8 maturity 2025, 5.750%
maturity 2419, 5.750% ~~`~~'~~~~~~~~~~~~~~~~
maturity 2024 6.400% '~~~~~`~~~~~`~~~~~~`~~~~
maturity 2028, 5.750%
with said interest being payable on August 1, 2049, and semiannually on each February 1 and August
thereafter while this Certificate of Obligation or any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST DN 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 AgentlRegistrar" for this Certificate of Obligation. Payment of all principal of and interest on this
Certificate of Qbligation shall be made by the Paying AgentlRegistrar tothe registered owner hereof on each
principal andlor interest payment date by check or draft, dated as of such date, drawn by the Paying
AgentlRegistrar 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 AgentlRegistrarfoi such purpose as hereinafter provided; and such check or draft shall be sent by the
Paying AgentlRegistrar by United States mail, first~class postage prepaid, on each such principal andlar
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 each such date the "Record Date"} on the Registration Books kept
by the Paying AgentlRegistrar, as hereinafter described. The Issuer covenants with the registered owner of this
Certificate of Obligation that on or before each principal andlor interest payment date for this Certificate of
Qbligation it will make available to the Paying Agentl 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
AgentlRegistrar is located are authorized by law or executive order to close, then the date far 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 $20,000,040, for the acquisition of approximately
360 acres, together with the acquisition of approximately 115 acres from the proceeds of the City's
Combination Tax and Revenue Certificates of Obligation, Taxable Series 2008B, being a total of
approximately 475 acres all out of a tract of land of approximately 940 acres known as North Lake property
owned by Luminant, being located east of south Beltline, south of east Beltline, west of Valley Ranch Road
being located in Truing and north of Hackberry Road, to be used in part for water system improvements
including storage facilities and pumping station and in part for future municipal improvements, facilities and
purposes, and for paying legal, fiscal, and engineering fees in connection with such prof ects .
4
CN FEBRUARY 1, 20 ~ 8, or any date thereafter, the unpaid installments of principal of this Certificate
of Obligatian may be prepaid or redeemed prior to their scheduled due dates, atthe 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 if less than a whole maturity
is to be called, the Issuer shall direct the Paying AgentlRegistrar tocall bylot provided that a portion of this
Certificate of Obligation may be redeemed only in an integral multiple of $5,000}, atthe 'redemption price of
the principal amount, plus accrued interest to the date fixed for prepayment or redemption.
THE CERTIFICATES DF OBLIGATION DF THIS SERIES scheduled to mature on FEBRUARY
1, 2023, FEBRUARY 1, 2425 and FEBRUARY 1, 2028 the "Term Certificates"} are subject to mandatory
redemption prior to their scheduled maturities, and shall be redeemed by the Issuer, in part, prior to their
scheduled maturities, with money from the Mandatory Redemption Account of the Interest and Sinking Fund,
with the particular Certificates of Obligation or portion thereof to be redeemed to be selected by the Paying
AgentlRegistrar, by lot or other customary method provided that a portion of a Certificate of Obligation may
be redeemed only in an integral multiple of $5,040} at a redemption price equal to the par or principal amount
thereof and accrued interest to the date of redemption, on the dates, and in the principal amounts, respectively,
as shown in the following schedules:
Term Certificate
Maturity: February 1, 2023
Mandatary Redempt~an Dates
February 1, 2022
February 1, 2023
Principal .Amounts
$1,355,000
$1,360,000~payment at maturity}
Term Certificate
Maturity: February 1, 2025
Mandatory Redemption Dates Principal Amounts
February 1, 2024 $1,360,000
February 1, 2025 $1,360,000~payment at maturity}
Term Certificate
Maturity: February 1, 2028
Mandato Redem tion Dates Principal Amounts
February 1, 2026 $1,360,000
February ~, 2027 $1,360,000
February 1, 2028 $1,360,000~payment at maturity}
The principal amount of the Term Certificates of a stated maturity required to be redeemed on each such
redemption daze pursuant to the foregoing operation of the Mandatory Redemption Account shall be reduced,
at the option of the Issuer, by the principal amount of any Term Certificate, which at least 45 days prior to the
mandatory sinking fund redemption date, (1) shall have been acquired by the Issuer at a price not exceeding
the principal amount of such Term Certificate plus accrued interest to the date of purchase thereof and
delivered to the Paying AgentlRegistrar for cancellation,(2) sha11 have been purchased and canceled by the
Paying Agent/Registrar atthe request of the Issuer at a price not exceeding the principal amount of such Term
Certificate plus accrued interest to the date of purchase, or ~3}have been redeemed pursuant to the optional
redemption provisions set forth above. and not theretofore credited against a mandatory sinking fund
redemption. During any period in which ownership of the Certificates of Obligation is determined by a book
entry at a securities depository for the Certificates of Obligation, if fewer than all of the Certi£'icates of
Obligation of the .same maturity and bearing the same interest rate are to be redeemed, the particular
Certificates of Obligation of such maturity and bearing such interest rate shall be selected in accordance with
the arrangements between the Issuer and the securities depository.
~AT LEAST 30 days prior to the date fixed for any such prepayment ar redemption a written notice
of such prepayment or redemption shall be mailed by the Paying AgentlRegistrar to the registered owner hereof.
By the date fixed for any such prepayment or redemption due provision shall be made by the Issuer with the
Paying AgentlRegistrarfomhe payment of the required prepayment ar redemption price for this Certificate of
Obligation ar the portion hereofwhich is to be so prepaid or redeemed, plus accrued interesttherean 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
ar redemption price plus accrued interest to the date fixed for prepayment or redemption from the Paying
AgentlRegistrarout of the funds provided for such payment. The Paying AgentlRegistxar shall record in the
Registration Books all such prepayments or redemptions of principal of this Certificate of Obligation or any
portion hereof.
TI IIS CERTIFICATE ~F aBLIGATI~N, 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 AgentlRegistrar 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 AgentlRegistra,r for
cancellation, together with proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying AgentlRegistrar, 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 whale 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
AgentlRegistrarmay beused to evidence the assignment ofthis Certificate of Obligation or any such portion
or portions hereof by the initial registered owner hereof. Anew certificate of obligation ar certificates of
obligation payable to such assignee ar 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 AgentjRegistrar in conversion of and exchange for this Certificate of Obligation ar
any portion or portions hereof, but solely in the form and maa~ner 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 AgentlRegistrar asthe
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 AgentlRegistrar shall not be affected
by any notice to the contrary.
6
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 of fu11y 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 $S,a~O 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 AgentlRegistrar for cancellation, all in accordance with the farm
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
portion hereof shall have a single stated principal maturity date corresponding to the due date ofthe 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 subj ect 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 far 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 AgentlRegistrar's standard or
custom~.ary fees and charges far 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 AgentlRegistrar 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, iii} 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 ar redemption date.
IN THE EVENT any Paying AgentlRegistrar 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 groper 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 far the payment of the interest an 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 firom 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 know or
7
herea~er outstanding}, which are payable from all ar 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 Obligafion 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.
IN wITNES S 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 ar 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 October I, X008.
City Secretary ~ Mayor
(CI'TY SEAL)
FORM OF REGISTRATION CERTIFICATE
OF TIC COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE;
RECrISTER 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 ar cause to be kept at the principal
corporate trust office of U.S. Bank National Association, Houston, Texas, the "Paying AgentlRegistrar"}
books or records of the registration and transfer of the Certificates of Obligation the "Registration Books"},
and the Issuer hereby appoints the Paying AgentlR.egistrar as its registrar and transfer agent to keep such books
or records and make suchtransfers and registrations under such reasonable regulations as the Issuer and Paying
AgentlRegistrarmoy prescribe; and the Paying AgentlRegistrar shall make such transfers and registrations as
herein provided. The Paying AgentlRegistrarsholl 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 AgentlRegistrar 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 AgentlRegistrar, but otherwise the Paying Agent~Registxar
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
AgentlRegistrar for transfer of registration and cancellation, together with proper written instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agentl Registrar, ~i}evidencing
the assignment of the Certificate of Obligation, or any portion thereof in any integral multiple of $5,~~0, to the
assignee or assignees thereof, and iii} the right of such assignee or assignees tv have the Certificate of
Obligation or any such portion thereof registered in the name of such assignee or assignees. Upon the
assignment and transfer of any Certificate of Obligation or any portion thereof, a new substitute Certificate
of Obligation or Certif cafes of Obligation shall be issued in conversion and exchange therefor in the mtanner
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,a~~ 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 faith in this
Ordinance, and shall have the characteristics, and may be assigned, transferred, and converted as hereinafter
provided. If the Initial Certificate afObligation or any portion thereof is assigned and transferred or converted
the Initial Certificate of Obligation must be surrendered to the Paying AgentlRegistrar 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 ar
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
AgentlRegistrar 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 ar assignees which then will be the registered owner or owners of such new
Certificate of Obligation or Certificates of Obligation}, ar 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, far the conversion and
exchange of Certificates of Obligation by any registered owner of a Certificate of Obligation. The Issuer shall
pay the Paying AgentlRegistrar's standard or customary fees and charges for making such transfer and delivery
9
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
AgentlRegistrar 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 far redemption prior to maturity, within 45 days
prior to its redemption date.
fib} 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
thereof for all purposes of this Ordinance, whether or not such Certificate of Obligation shall be overdue, and
the Issuer and the Paying AgentlRegistrarsholl not be affected by any notice to the contrary; a~ad 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
AgentlRegistxar to act as the paying agent for paying the principal of and interest on the Certifiicates of
Obligation, and to act as its agent to convert and exchange or replace Certificates of Obligafion, all as provided
in this Ordinance. The Paying AgentlRegistrarsholl keep proper records of all payments made by the Issuer
and the Paying AgentlRegistrar with respect to the Certificates of Obligation, and of all conversions and
exchanges of Certificates of Obligation, and all replacements of Certi:~cates of Obligation, a~ provided in this
f Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty ~3 0}
days thereafter, a new record date for such interest payment }a "Special Record Date") will be established by
the Paying AgentlRegistrar, 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 X15} 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 AgentJRegistrar, 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 safisfactory to the Paying AgentlRegistrar, 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 denonunation of $5,00, or any integral
multiple of $5,000 ~sub~ect to the requirement hereinafter stated that each substitute Certificate .af 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 ar Certificates of Obligation so surrendered, and payable to the
appropriate registered owner, assignee, or assignees, as the case maybe. 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
to
be payable in installments; and each such Certificate of Obligation sha11 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 bother than the Initial Certificate of Obligations 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,~4D at the request of the registered owner, and in aggregate
principal amount equal to the unredeemed portionthereof, will be issuedto the registered owner upon surrender
thereof far cancellation. If any Certificate of Obligation or portion thereof bother than the Initial Certificate
of Obligations 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 andlor
number to distinguish it from each other Certificate of Obligation. The Paying AgentlRegistrar 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 far 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
fot 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, TIC INITIAL CERTIFICATE OF OBLIGATION issued and delivered pursuant to this
Ordinance is not required to be, and shall not be, authenticated by the Paying AgentlRegistxar, 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 AGENTIREGISTRAR'S AUTITENTICATION 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.
Il
Dated
Paying AgentJRegistrar
By
Authorized Representative"
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 AgentJRegistrar
promptly shall cancel all Certificates of Obligation surrendered for conversion and exchange or replacement.
No additional ordina~aces, 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 AgentlRegistrar 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 12Q 1, Texas Government Code, the duty of
conversion and exchange or replacement of Certificates of Obligation as aforesaid is hereby imposed upon the
Paying AgentlRegistrar, and, upon the execution of the above Paying AgentlRegistxar'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 paythe Paying AgentlRegistrar's standard ar customary fees and charges
far 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 AgentlRegistrar 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 fallowing 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) ma.y 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.
(~} 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
AgentlRegistrarfnr 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 Agent~Registrar 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.
l2
fig} Substitute Paying AgentORegistrar. 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 AgentfRegistxar 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 AgentlRegistrar upon not less than 120 days written notice to the Paying AgentlRegistrar,
to be effective not later than 6~ days prior to the next principal ar interest payment date after such nonce. In
the event that the entity at anytime acting as Paying AgentlRegistxar for its successor by merger, acquisition,
or other method} should resign or otherwise cease to act as such, the Issuer covenants that promptly it will
appouat a competent and legally qualified bank, trust company, financial institution, or other agency to act as
Paying AgentlRegistrar under this Ordinance. Upon any change in the Paying AgentlRegistrar, the previous
Paying AgentlRegistrarpiomptly shall transfer and deliver the Registration Books for a copy thereol}, along
with all other pertinent books and records relating to the Certificates of Obligation, to the new Paying
AgentlRegistrardeslgnatedand appointed by the Issuer. Upon any change in the Paying AgentlRegistrar, 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
notice also shall give the address of the new Paying AgentlRegistrar. By accepting the position and performing
as such, each Paying AgentlRegistrarshall bedeemed to have agreed to the provisions of this Ordinance, and
a certified copy of this Ordinance shall be delivered to each Paying AgentlRegistrar.
~} 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 ~"OTC"}, and except as provided in subsection ~I} hereof, all of
the outstanding Certificates of Obligation shall be registered in the name of Cede & Co., as nominee of OTC.
with respect to Certificates of Obligation registered in the name of Cede & Co., as nominee of OTC,
the Issuer and the Paying AgentlRegistrar sha11 have na responsibility or obligation to any DTC Participant
or to any person on behalf of wham 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, iii}the delivery to any DTC
Participant ar 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 viii}
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 maybe, the Certificates of Obligation. Notwithstanding any other provision of this Ordinance to
the contxary, the Issuer and the Paying AgentlRegistxarsholl 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 far 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
13
discharge the Issuer's obligations with respect to payment of principal of, prenuum, if any, and interest on, or
as the case maybe, the Certificates of Obligatian to the extent of the sum or sums so paid. Na person other
than an owner, as shown in the Registration Books, shall receive a Certificate of Obligation certificate
evidencing the obligation afthe Issuerto make payments of principal, premium, if any, and interest, as the case
maybe, pursuant to this Ordinance. Upon delivery by DTC to the Paying AgentlRegistrar of written notice
to the effect that DTC has deternuned 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 Baak~Entry Only System. In the event that
the Issuer or the Paying AgentlRegistrar 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
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 ~u} 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 tv 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 of DTC, but may be registered in the name of the
successor securities depository, or its nominee, or in whatever name or names Certificate of Obligafion holders
transferring or exchanging Certificates of Obligation shall designate, in accordance with the provisions of this
Ordinance.
(j} Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any 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 Issuerto DTC.
Section 7. FORM OF SUBSTITUTE CERTIFICATES OF OBLIGATION. The form ofall
Certificates of Obligation issued in conversion and exchange or replacement of any other Certificate of
Obligation or portion thereof, including the form of Paying AgentlRegistrar's Certificate to be printed on each
of such Certificates of Obligation, and the Form of Assignment tv 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.
l4
FORM DF SUBSTITUTE CERTIFICATE DF OBLIGATION
ND. PRINCIPAL AMOUNT
UNITED STATES DF AMERICA
STATE DF TEXAS
COUNTIES DF DALLAS AND DENTDN
CITY DF CDPPELL, TEAS
COMBINATION TAB AND REVENUE
CERTIFICATE DF OBLIGATION, SERIES 2008A
INTEREST RATE MATUR.IT`Y DATE
DATE DF ORIGINAL ISSUE CUSIP NO.
October I, 20x8
ON THE MATURITY DATE specified above, THE CITY OF CDPPELL the "Issuer"} in the
COUNTIES DF DALLAS AND DENTDN, being a political subdivision of the State of Texas, hereby
promises to pay to
or to the registered assignee hereof neither being hereinafter called the "registered owner"}the principal amount
of
and to pay interest thereon from October 1, 2008, 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
August 1, 2009, and semiannually on each February 1 and August 1 thereafter; except that if the date of
authentication of this Certificate of Obligation is later than July 15, 2009, 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 thereinafter 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 DF AND INTEREST DN 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
AgentlRegistrar" for this Certificate of Obligation. The payment of interest on this Certificate of Obligation
shall be made by the Paying AgentlRegistrar tothe registered owner hereof on the interest payment date by
check or draft, dated as of such interest payment date, drawn by the Paying AgentlRegistrar 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 an deposit with the Paying AgentlRegistrarfnr
such purpose as hereinafter provided; and such check or draft shall be sent by the Paying AgentCRegistrar 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
15
date the "Record Date"} on the Registration Books kept by the Paying AgentfRegistrar, as hereinafter
described, or by such other method acceptable to the Paying AgentJRegistrar 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 AgentlRegistrar upon presentation and surrender of this Certificate of Obligation for
redemption and payment at the principal corporate trust office of the Paying AgentJRegistrar. 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 Obligafian, it will make
available to the Paying AgentlRegistrar, from the "Interest and Sinking Fund" created by the Certifficate 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 TIC 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
AgentJRegistxar 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, ar day an 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 October 1, 2008, authorized in accordance with the Constitution and laws of the State of Texas in the
principal amount of $20,000,000, for the acquisition of approximately 360 acres, together with the acquisition
of approximately I I5 acres from the proceeds of the City's Cambinatian Tax and Revenue Certificates of
Obligation, Taxable Series 200SB, being a fatal of approximately 475 acres all out of a tract of land of
approximately 940 acres known as North Lake property owned by Luminant, being located east of south
Beltline, south of east Beltline, west of Valley Ranch Road being located in Irving and north of Hackberry
Road, to be used in part far water system improvements including storage facilities and pumping station and
in part for future municipal improvements, facilities and purposes, and far paying legal, fiscal, and engineering
fees in connection with such projects.
ON FEBRUARY 1, 20 I S, 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 firom 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 AgentlRegistrar 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 maybe
redeemed only in an integral multiple of $5,000}, atthe prepayment or redemption price of the principal arriount
thereof, plus accrued interest to the date fixed for prepayment ar redemption.
THE CERTIFICATES CF OBLIGATION OF THOS SERIES scheduled to mature on FEBRUARY
1, 2023, FEBRUARY 1, 2025 and FEBRUARY 1, 2025 the "Term Certificates"} are subject to mandatory
redemption prior to their scheduled maturities, and shall be redeemed by the Issuer, in part, prior to their
scheduled maturities, with money from the Mandatory Redemption Account of the Interest and Sinking Fund,
with the particular Certificates of Obligation or portion thereof to be redeemed to be selected by the Paying
AgentlRegistrar, bylot orother customary method provided that a portion of a Certificate of Obligation may
be redeemed only in an integral multiple of $5,000} at a redemption price equal to the par or principal amount
I6
thereof and accrued interest to the date of redemption, on the dates, and in the principal amounts, respectively,
as shown in the following schedules:
Term Certificate
Maturity: February ~, 2023
Mandatory Redemption Dates
February 1, 2022
February 1, 2023
Principal Amounts
$1,355,004
$1,360,OOO~payment at maturity}
Term Certificate
Maturity: February 1, 2025
Mandatory Redemption Dates
February 1, 2024
February 1, 2025
Principal Amounts
$1,360,40D
$1,360,OOO~payment at maturity}
Term Certificate
Maturity: February 1, 2428
Mandatory Red~mption_Dates
February 1, 2026
February 1, 2427'
February 1, 2028
Princi al Amounts
$1,360,000
$1,360,000
$1,360,004~payment at maturity}
The principal amount of the Term Certificates of a stated maturity required to be redeemed on each such
redemption date pursuant to the foregoing operation of the Mandatory Redemption Account shall be reduced,
at the option of the Issuer, by the principal amount of any Term Certificate, which at least 45 days prior to the
mandatory sinking fund redemption date, ~ 1}shall have been acquired by the Issuer at a price not exceeding
the principal amount of such Term Certificate plus accrued interest to the date of purchase thereof and
delivered to the Paying AgentlRegistxar far cancellation,(2} shall have been purchased and canceled by the
Paying AgentlRegistrar at the request of the Issuer at a price not exceeding the principal amount of such Term
Certificate plus accrued interest to the date of purchase, or ~3}have been redeemed pursuant to the optional
redemption provisions set forth above and not theretofore credited against a mandatory sinking fund
redemption. During any period in which ownership of the Certificates of Obligation is determined by a book
envy at a securities depository for the Certificates of Obligation, if fewer than all of the Certificates of
Obligation of the same maturity and bearing the same interest rate are to be redeemed, the particular
Certificates of Obligation of such maturity and bearing such interest rate shall be selected in accordance with
the arrangements between the Issuer and the securities depository.
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 AgentlRegistrar 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 ar
effectiveness of the proceedings far the redemption of any Certificate of Obligation, and it is hereby specifically
17
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 obligafions or portions thereof.
By the date fixed for any such redemption due provision shall be made with the Paying AgentlRegistrarfOrthe
payment of the required redemption price for the Certificates of Obligation or portions thereof which are to be
sa redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of
redemption is marled and if due provision far such payment is made, all as provided above, the Certificates of
obligation ar 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 Agent~Registrar out of the funds provided far such payment. If a
portion of any Certificate of Obligation shall be redeemed a subsfitute 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 $S,DDD, 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,OD0 may be assigned and shall be transferred only in the Registration Books
of the Issuer kept by the Paying AgentlRegistrar 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 assigrunent and transfer, this Certificate of Obligation must be presented and surrendered
to the Paying AgentlRegistxa,r, together with proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying AgentlRegistrar, evidencing assignment of tl7uis Certificate of obligation
or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose Hanle
or names this Certificate of Obligation ar any such portion or portions hereof is or are to be transferred and
registered, The form of Assignment printed or endorsed an this Certificate of obligation shall be executed by
the registered owner or its duly authorized attorney or representative to evidence the assignment hereof. Anew
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
of Obligation, may be delivered by the Paying AgentlRegistrar in conversion of and exchange for this
Certificate of Obligation, all in the form and manner as provided in the next paragraph hereof far the
conversion and exchange of other Certificates ofobligation. The Issuer shall pay the Paying AgentlRegistrar's
standard ar customary fees and charges for making such transfer, but the one requesting such transfer shall
pay any taxes ar other governmental charges required to be paid with respect thereto. The Paying
AgentlRegistrarsholl not be required to make transfers of registration of this Certificate of Obligation or any
portion hereof ~i} during the period commencing withthe close of business on any Record Date and ending with
the opening of business on the next following principal or interest payment date, or, iii} 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 AgentlRegistrar 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 AgentlRegistrar 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 $S,DOD.
18
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 maybe, upon surrender of this Certificate of Obligation to the Paying AgentlRegistrar
for cancellation, all in accordance with the form and procedures set forth ion the Certificate of Obligation
Ordinance. The Issuer shall pay the Paying AgentlRegistrar's standard or customary fees and charges for
transferring, converting, and exchanging any Certificate of Obligation yr 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 AgentJRegistrar 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, ar, iii} 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 TIC E~'~ENT any Paying AgentlRegistxar 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 covenantedthat 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 know 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.
1N 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.
19
City Secretary
(CITY SEAL)
Mayor
FORM OF PAYING AGENTIREGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENTIREGISTR.AR'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
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Cer~icate 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 ofthis Certificate of Obligation on the Paying AgentlRegistrar's Registration Books
with full power of substitution in the premises.
Dated
2~
NOTICE: This signature must be guaranteed by a NOTICE: This signatwre must correspond with the
member of the New York Stock Exchange or a name of the Registered Owner appearing on the face of
commercial bank or trust company. this Certificate of Obligativn,
Section S. TAB LE`lY. A special interest and sinking or redemption fund the "Interest and
Sinking Fund"} is hereby created solely for the benefit of the Certificates of Obligation, and the Interest and
Sinking Fund shall be established and maintained by the Issuer at an a~cial depository bank of the Issuer.
The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts ofthe Issuer,
and shall be used only far paying the interest on and principal ofthe Certificates of Obligation. All ad valorem
taxes levied and collected for and on account of the Certificates of Obligation, together with any premium
received from the sale of the Cer~ficates of Obligation, shall be deposited, as collected, to the credit of the
Interest and Sinking Fund. During each year while any ofthe 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 an the
Certificates of Obligation as such interest comes due, and to provide and maintain a sinking fund adequate tQ
pay the principal of its Certificates of Obligation as such principal matures abut never less than 2% of the
original principal amount of the Certificates of Obligation as a sinking fund each year} including such amounts
to satisfy the mandatory redemption schedule for the Certificates of Obligation maturing February 1, 2023,
February I, 2025 and February 1, 2028, which shall be deposited into the Mandatory Redemption Account,
with such mandatary redemption of principal and interest constituting payment at maturity, on the dates and
for the amount as follows:
Term Certificate
Maturity: February 1, 2023
Mandatary Redemption Dates,
February 1, 2022
February 1, 2023
Princi aI Amounts
$1,355,000
$1,360,000(payment at maturity}
Term Certificate
Maturity: February 1, 2025
,_M.anda~o , Redemption Dates
February 1, 2024
February I, 2025
Principal Amounts
$1,360,000
$I,360,000~payment at maturity}
Term Certificate
Maturity: February 1, 2028
Mandatory Redemption Dales
..
February 1, 2026
February I, 2027
February 1, 2028
Principal Amounts
$1,360,000
$1,360,000
$1,360,OOO~payment at maturity}
Said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made
far tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied,
21
and is hereby ordered to be levied, against all taxable properties in the Issuer for each year while any of the
Certificates of Obligation or interest thereon are outstanding and unpaid; and said tax sha11 be assessed and
collected each such year and deposits 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.
Chapter 1205, 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 ofthe 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, aver 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 know 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 $1,400, constituting "Surplus
Revenues". The Issuer shall deposit such Surplus Revenues to the credit of the Interest and Siunking Fund
created pursuant to Section 5, to the extent necessary to pay the principal and interest on the Certificates of
Obligation, Notwithstandingthe requirements of Section 5, 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 S may be reduced to the extent and by the amount of the revenues then on deposit in the Interest and
Sinking Fund or budgeted far 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 Soaking Fund of this issue in
ample time to pay such items of principal and interest.
Section 11. 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 ar otherwise} either ~i} shall have been made or
caused to be made in accordance with the terms thereof, or iii}shall have been provided for on or before such
due date by irrevocably depositing with ar making available to the Paying AgentlRegistrar inaccordance with
an escrow agreement ar 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 AgentlRegistxar for the payment of its services until all Defeased Certificates of Obligation
22
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 deternunation not to redeem Defeased Certifificates of Obligation that is made in
conjunction with the payment arrangements specified in subsection 1 lea}~i} or iii} 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 fallowing the making of the
payment arrangements; and ~3} directs that notice of the reservation be included in any redemption notices that
it authorizes.
fib} Any moneys so deposited with the Paying AgentlRegistrar may at the written direction of the
Issuer also be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent~Registrar that is not required
for the payment of the Certificates of Obligation and interest thereon, with respect to which such money has
been so deposited, shall be turned aver to the Issuer, or deposited as directed in writing by the Issuer. Any
Future Escrow Agreement pursuant to which the money andlor Defeasance Securities are held for the payment
of Defeased 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 11~a}(i} or iii}. 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., iii}
noncallable obligations of an agency or instrumentality of the United States of America, including obligations
that are uncanditionallyguoranteed 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 till} noncallable obligations of a state or an agency ar 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 axe rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
td} Until all Defeased Certificates of Obligation shall have become due and payable, the Paying
AgentlRegistrar shall perform the services of Paying AgentlR.egistrar 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.
te} 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 AgentlRegistrar 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, ORDESTROYED CERTIFICATES
DF OBLIGATION. ~a} Replacement Certificates of Obligation. In the event any outstanding Certificate of
23
Obligation is damaged, mutilated, lost, stolen, ar destroyed, the Paying AgentlRegistrar 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, last, stolen, or destroyed Certificate of Obligation, in replacement for
such Certificate of Obligation in the manner hereinafter provided.
fib} 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 AgentlRegistrar. 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 AgentlRegistrar such security or indemnity as may be required by them to save each of them harmless
from any loss or damage with respect thereto, Also, in every case of loss, theft, or destruction of a Certificate
of Obligation, the registered owner shall furnish to the Issuer and to the Paying AgentlRegistrar evidence to
their satisfaction of the loss, theft, or destruction of such Certificate of Obligation, as the case maybe. In every
case of damage or mutilation of a Certificate of Obligation, the registered owner shall surrender to the Paying
AgentfRegistrarfnr cancellation the Certificate of Obligation sa damaged or mutilated.
~c} No Default Occurred. Notwithstandingtbe 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 ~withaut 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 a~ 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 AgentlRegistrar 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 last, 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.
fie} Authority for Issuing Replacement Certificates of Obligation. In accordance with Chapter 12~ 1,
Local Government Code, this Section 12 of this Ordnance 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 .
24
Upon registxation of the Initial Certificate of Obligation said Comptroller of Public Accounts for 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
or on any Certificates of Obligation issued and delivered in conversion of and exchange or replacement of any
Certificate of obligation, but neither sha11 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 TAB EXEMPTION. ~a} Covenants. The Issuer
covenants to take any action necessary to assure, ar 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 an
which is not includable in the "gross income" of the Certificates of Obligation holder far 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 ~.e
Certificates of Obligation bless amounts deposited to a reserve fund, if any} are used for any "private business
use," as defined in section 141 ~b}~6} of the Code or, if more than l a 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 pa~~rnent of more than 1 o percent of the debt service on the Certificates of
Obligation, in contravention of section 141 ~b}~z} 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 prof ects financed therewith
bless amounts deposited into a reserve fund, if any} then the amount in excess of 5 percent is used fora "private
business use" that is "related" and not "disproportionate,"withinthe meaning of section 141 ~}~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 of the proceeds of the Certificates of Obligation (less amounts depositedurto 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 taping any action that would otherwise result in the Certificates of Obligation
being treated as "private activity bonds" within the meaning of section 141 fib} 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 14~~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 -
~5
(A} proceeds of the Certificates of Obligation invested for a reasonable temporary period
of 3 years or less or, in the case of a refunding Certificate of Obligation, for a period of 30 days or less
until such proceeds are needed for the purpose far which the Certificates of Obligation are issued,
(B) amounts invested in a bona. fide debt service fund, within the meaning of secfiion
1.148-1(b) of the Treasury Regulations, and
(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;
('~ to otherwise restrictthe use ofthe proceeds ofthe Certificates of Obligation or amounts treated
as proceeds of the Certificaxes of Obligation, as may be necessary, so that the Certificaxes of Obligation do not
otherwise contravene the requirements of section 148 of the Code (relaxing 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-yeaz 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 148(fl 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(fl 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 ofany other person, including without limitation the Certificate of Obligation holders,
The Rebate Fund is established far the additional purpose of compliance with section 148 of the Code.
(c} Use of Proceeds. For purposes of the foregoing covenants (a}(1 }and (a}(Z},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
ofthe 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 herea~er promulgated that modify or expand provisions ofthe 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 afifect 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 impale
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 ar 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
PROTECT. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to
26
be used for the purposes described in Section 1 of this Ordinance the "Project'f} on its books and records by
allocating proceeds to expenditures within 1 S months of the later of the date that ~ 1 }the expenditure is made,
ar ~Z}the Project is completed. The foregoing notwithstanding, the Issuer shall rat expend sale proceeds or
investment earnings thereon more than 6~ days after the earlier of ~ 1 }the fifth anniversary of the delivery of
the Certificates of obligation, or ~2}the date the Certificates of Obligafion are retired, unless the Issuer obtains
anopinion ofnationally-recognized bond counsel that such expenditure will not adversely affectthetax-exempt
status of the Certificates of Obligation 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 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 anopinion ofnationally-recognized Certificate of Obligation
counsel that such sale or other disposition wi11 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 far federal income tax
purposes from gross income of the interest.
Section 17. CONTINUING DISCLOSURE. ~a} Annual Reports. ~i} The Issuer shall provide
annually to each NRMSIR and any SID, within six months aver the end of each fiscal year ending in or after
zoos, financial information and operating data with respect to the Issuer of the general type included in the fiinnal
Official Statement authorized by Section 19 of this Ordinance, being the information described in Exhibit ~.
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 Iav~r 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 far 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 daze 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 pursuarn 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.
~7 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
I . Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reser~res reflecting financial difficulties;
27
4. Unscheduled draws an credit enhancements reflecting financial difficulties;
5 . Substitution of creditor liquidity providers, or their failure to perform;
6. Adverse tax opinions ar events affecting the tax-exempt status of the Certificates of
obligation;
7. Modifications to rights of holders of the Certificates of Qbligation;
8. Certificate of Obligation calls;
~. Defeasances;
1 ~. Release, substitution, or sale of property securing repayment of the Certificates of
obligation; and
1 I . 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 daxa. 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 Tong as, but only far so long as, the Issuer remains an "obligated
person" with respect to the Certificates of Qbligation 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 Qbligation no longer to be outstanding.
iii} The provisions of this Section are for the sole benefit of the holders and beneficial owners of the
Certificates of Qbligation, and nothing in this Section, express or implied, shall give any benefit or any Iegal
or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the
financial information, operating data, financial statements, andnotices 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 Qbligation at any future date.
viii} UNDER NO CIRCUMSTANCES SHALL THE IS SUER BE LIABLE To TIC HOLDER OR
BENEFICIAL OWNER QF ANY CERTIFICATE OF OBLIGATIQN OR ANY OTHER PERSON, IN
CONTRACT QR TART, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE ISSUER, wHETHERNEGLIGENT QRwITHOUT 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 QF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS QR SPECIFIC PERFORMANCE.
{iv} No default by the Issuer in observing or performing its obligations under this Section shall
comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer
under federal and state securities laws.
~v} The provisions of this Section may be amended by the Issuer from time to time to adapt to changed
circumstances that arise from a change in legal requirements, a change in law, or a change in the identity,
nature, status, ar type of operations of the Issuer, but only if ~ l }the provisions of this Section, as so amended,
28
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 ~Z} either ~a} the
holders of a majority in aggregate principal amount for 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 fib} a person that is unaffiliated with the Issuer such as bond counsel} detern~ined that such
amendment wi11 not materially impair the interest of the holders and beneficial owners of the Cerrtificates 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 financial
information or operating data sa ,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 Obligatzon in the primary offering of the Certificates of Obligation.
below:
(d) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms
"MSRB" means the Municipal Securities Rulem~aking Board.
"NRMSIR" means eachperson whomthe SEC or its staffhas determinedto be a nationally recognized
municipal securities information repository within the meaning of the Rule from time to time.
"Rule" means SEC Rule 15cZ-1Z, 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 ar 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 18. SALE ~F CERTIFICATES OF OBLIGATION AND USE OF NET PREMIUM.
~a} The I~utial Certificate of Obligation is hereby sold and shall be delivered to SOUTHWEST SECURITIES
the "Underwriter"} far cash for the price of $19,74,093.30, being the pax value thereof, less a net offering
discount of $190,11I.70, less an Underwriter's discount of $135,795.00, 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, deternaine~l, 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 SoUTxwEST SECURITIES.
Section 19. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form
and contest of the Official Statement relating to the Certificates of Obligation and any addenda, supplement
Z9
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 deternvnation to be.conclusively evidenced by his
execution thereof. The Preliminary Official Statement, dated October 6, 2Q08, is hereby approved and deemed
final as of its date, as required by SEC Rule 15-2-I2, and the distribution and use of the Preliminary Official
Statement prior to the date hereof is hereby ratified and confirmed.
Section 20, INTEREST EARNINGS DN 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 I 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 tv prevent the Certificates of Obligation from being arbitrage bonds sha11 be so
rebated and not considered as interest earnings for the purpose ofthis Section.
Section 21. 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.
3Q
E~B1T A
DESCRIPTYQN DF ANNUAL FrNAN~CIAL 1NFQRMATIQN
The following information is referred to in Section 17 of this ~rdi~aance.
I. Annual Financial Statements and Qperating 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:
1 through 6 and 8 through 15 and in Appendix B
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the
notes to the financial statements referred to in paragraph 1 above.
EXHIBIT B ~`
PURCHASE AGREEMENT
THE PURCHASE AGREEMENT IS aMITTED AT THIS PUINT AS IT APPEARS
ELSEV~HERE IN THE TRANSCRIPT.
Fam 8038-G
(Rev. November 2000
department of the Treasury
Internal Revenue service
..._r_
' . Regortina Authority If Amended Return, check here - n
1 Issuer's name 2 Issuer`s employer identification number
GITY of GoPPELL, TExAS 75.1183207
3 Number and street far P.O, box if mail is not delivered to street address) Roamisuite 4 Report number
255 PARKWAY BOULEVARD 3
5 City, town, or past office, state, and ZIP code 6 Date of issue
Gt~PPELL, TEXAS 75019 1012312008
7 Name of issue 8 GUSIP number
C4MBlNATI~N TAX AND REVENUE CERTIFICATES OF dBLIGATICN, SERIES 2008A
9 Name and title of officer or legal representative whom the IRS may call far more information 10 Telephone number of ai~cer or legal representative
JENNIFER MILLER - DIRECTOR flF FINANCE i 972 ) 462-0022
' . [ e or Issue (checK a licable box(esj anq enter the Issue rlcej See instructions and attach schedule
11 ^ Education . . 11
12 ^ Health and hospital 12
13 ^ Transportation . . . 13
14 ^ Public safety. 14
15 ^ Environment including sewage bonds} . . 15
1G ^ Housing . 16
.
17 ^ Utilities . 17
18 C~ Cthet: Describe - VARIOUS MUNICIPAL IMPROVEMENTS 18 19,809,888
19 If obligations are TANs or RANs, check box - ^ If obligations are BANs, check box - ^
20 If vbli ations are in the form of a lease or installment sale, check box - ^
' . Descri Lion of Qbli ations. Com fete for the entire issue for which this form is bein filed.
(a~ Final maturity date ~1 Issue price (c~ Stated redemption (d) weighted Ie1 Yield
price at maturity average maturity
21 02101!2028 $ 19,809,888 $ 20,000,000 12.424 ears 5.6191
. Uses of Proceeds of Bond Issue includin underwriters' discount)
Z2 Proceeds used for accrued interest ~ 22 fi5,97Z
..
23 19,809,888
23 Issue price of entire issue (enter amount from line 21, column (b)J . . .
24 Proceeds used for bond issuance casts including underwriters' discount} 24 2798$8
25 Proceeds used for credit enhancement . 25 -0-
26 Proceeds allocated to reasonably required reserve or replacement fund 2G `0'
27 Proceeds used to currently refund prior issues 27 '0'
28 Proceeds used to advance refund prior issues 28 -0-
29 Total (add lines 24 through 28) . 29 279,888
30 Nonrefundin roceeds of the issue subtract line 29 from line ~3 and enter amount here) , 30 19,530,000
' . Descri tian of Refunded Bonds ~Com late this art onl for refundin bonds. NOT APPLICABLE
31 Enter the remaining weighted average maturity of the bands to be currently refunded . - ears
32 Enter the remaining weighted average maturity of the bonds to be advance refunded , - . _ years
33 Enter the last date on which the refunded bonds will be called . . -
34 Enter the dates} the refunded bands were issued -
. Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141 ~b)~5) 35 -0-
36a Enter the amount of gross proceeds invested yr to be invested in a guaranteed investment contract (see instructions} 3fia -0-
b Enter the fnal maturity date of the guaranteed investment contract -
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a -0-
b if this issue is a lawn made from the proceeds of another tax-exempt issue, check box - ^ and enter the name of the
issuer - and the date of the issue - N1A
38 If the issuer has designated the issue under section 265~b}~3)~B)~i)(III} ~smaii issuer exception), check box - ^
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box - ^
40 If the issuer has identified a bed e, check box - ^
.................. . ..
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and they are true, correct, and complete.
Sign
Here
' nature of ' er's auth ized representative Date Type ar print name and title
For Paperwork Reduction Act Notice, see page 2 of the Instructions. cat, lVa, s~n~s Form 8038-G ~Rev.11-2000)
Information Return for Tax-Exempt Governmental obligations
- Under Internal Revenue Cade section 149~ej OMB No. 1545.4720
- See separate Instructions.
Caution: If the issue price is under $1DD,DDD, use Fprm 8D38-GC.
Certificate Purchase Agreement
City of Coppell, Texas
$20,000,000 Combination Tax and Revenue Certificates of Obligation, Series 2008A
October 14, 2008
City of Coppell, Texas
255 Parkway Blvd.
Coppell, Texas 75019
Ladies and Gentlemen:
The undersigned Southwest Securities, Inc., Morgan Keegan & Company, Inc. and Coastal Securities, Inc.
(collectively, the "Underwriters"), acting through Southwest Securities, Inc. (in such capacity on behalf of the
Underwriters, the "Representative"), acting solely on behalf of the Underwriters, and not acting as fiduciary or agent for
you, offers to enter into the following agreement (this "Agreement") with the City of Coppell, Texas (the "Issuer ")
which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and upon the Underwriters.
This offer is made subject to the Issuer's written acceptance hereof on or before 11:00 p.m., Dallas, Texas time, on
October 14, 2008, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the
Issuer at any time prior to the acceptance hereof by the Issuer. Terms not otherwise defined in this Agreement shall
have the same meanings set forth in the Ordinance (as defined herein) or in the Official Statement (as defined herein).
1. Purchase and Sale of the Certificates. Subject to the terms and conditions and in reliance upon the
representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase, jointly and
severally, from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, all, but not less than all,
of the Issuer's $20,000,000 Combination Tax and Revenue Certificates of Obligation, Series 2008A (the "Certificates").
Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer understands, and hereby confirms, that
the Representative is not acting as a fiduciary of the Issuer, but rather is acting solely in its capacity as the representative
of the Underwriters.
The principal amount of the Certificates to be issued, the dated date therefor, the maturities, sinking fund (if
any) and optional redemption provisions and interest rates per annum are set forth in Schedule I hereto. The Certificates
shall be as described in, and shall be issued and secured under and pursuant to the provisions of the ordinance adopted
by the City Council of the Issuer on October 14, 2008 (the "Ordinance ").
The purchase price for the Certificates shall be $19,740,065.80, which reflects the principal amount of the
Certificates, interest accrued on the Certificates from the dated date of the Certificates to the Closing Date, less an
underwriting discount of $135,795.00, minus a net original issue discount of $190,111.70.
Delivered to the Issuer herewith as a good faith deposit is a check payable to the order of the Issuer in clearing
house funds in the amount of $200,000.00. In the event you accept this offer, such check shall be held uncashed by you
until the time of Closing, at which time such check shall be returned encashed to the Representative. In the event that
the Issuer does not accept this Agreement, such check will be immediately returned to the Representative. Should the
Issuer fail to deliver the Certificates at the Closing, or should the Issuer be unable to satisfy the conditions of the
obligations of the Underwriters to purchase, accept delivery of and pay for the Certificates, as set forth in this
Agreement (unless waived by the Representative), or should such obligations of the Underwriters be terminated for any
reason permitted by this Agreement, such check shall immediately be returned to the Representative. In the event that
DAL:0 5 8 763 3 /00024:1800278x2
the Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the
Certificates at the Closing as herein provided, such check shall be cashed and the amount thereof retained by the Issuer
as and for fully liquidated damages for such failure of the Underwriters, and, except as set forth in Sections 8 and 10
hereof, no party shall have any further rights against the other hereunder. The Underwriters and the Issuer understand
that in such event the Issuer's actual damages may be greater or may be less than such amount. Accordingly, the
Underwriters hereby waive any right to claim that the Issuer's actual damages are less than such amount, and the
Issuer's acceptance of this offer shall constitute a waiver of any right the Issuer may have to additional damages from
the Underwriters.
2. Public Offering. The Underwriters agree to make a bona fide public offering of all of the Certificates
at a price not to exceed the public offering price set forth on the inside cover of the Official Statement and may
subsequently change such offering price without any requirement of prior notice. The Underwriters may offer and sell
Certificates to certain dealers (including dealers depositing Certificates into investment trusts) and others at prices lower
than the public offering price stated on the inside cover of the Official Statement.
The Official Statement.
(a) Attached hereto as Exhibit A is either a draft of the final Official Statement or a copy of the
Preliminary Official Statement dated October 6, 2008 (the "Preliminary Official Statement "), including the
cover page and Appendices thereto, of the Issuer relating to the Certificates. Such draft of the final Official
Statement or copy of the Preliminary Official Statement, as amended to reflect the changes marked or
otherwise indicated on Exhibit A hereto, is hereinafter called the "Official Statement. "
(b) The Preliminary Official Statement has been prepared for use by the Underwriters in
connection with the public offering, sale and distribution of the Certificates. The Issuer hereby represents and
warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date, except for the
omission of such information which is dependent upon the fmal pricing of the Certificates for completion, all
as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the
"Rule ").
(c) The Issuer hereby authorizes the Official Statement and the information therein contained to
be used by the Underwriters in connection with the public offering and the sale of the Certificates. The Issuer
consents to the use by the Underwriters prior to the date hereof of the Preliminary Official Statement in
connection with the public offering of the Certificates. The Issuer shall provide, or cause to be provided, to the
Representative as soon as practicable after the date of the Issuer's acceptance of this Agreement (but, in any
event, not later than within seven business days after the Issuer's acceptance of this Agreement and in
sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official
Statement which is complete as of the date of its delivery to the Representative in such quantity as the
Representative shall request in order for the Underwriters to comply with Section (b)(4) of the Rule and the
rules of the Municipal Securities Rulemaking Board.
(d) If, after the date of this Agreement to and including the date the Underwriters are no longer
required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the
earlier of (i) 90 days from the "end of the underwriting period" (as defined in the Rule) and (ii) the time when
the Official Statement is available to any person from a nationally recognized municipal securities repository,
but in no case less than 25 days after the "end of the underwriting period" for the Certificates), the Issuer
becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented
or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law,
the Issuer will notify the Representative (and for the purposes of this clause provide the Representative with
such information as it may from time to time request), and if, in the reasonable opinion of the Representative,
such fact or event requires preparation and publication of a supplement or amendment to the Official
Statement, the Issuer will forthwith prepare and furnish, at the Issuer's own expense (in a form and manner
DAL:O S 87633/00024:1800278v2
approved by the Representative), areasonable number of copies of either amendments or supplements to the
Official Statement so that the statements in the Official Statement as so amended and supplemented will not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to
the Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the
Representative may deem necessary to evidence the truth and accuracy of such supplement or amendment to
the Official Statement.
(e) The Representative hereby agrees to file the Official Statement with a nationally recognized
municipal securities information repository. Unless otherwise notified in writing by the Representative, the
Issuer can assume that the "end of the underwriting period" for purposes of the Rule is the date of the Closing.
4. Representations, Warranties and Covenants of the Isn~er. The Issuer hereby represents and warrants
to and covenants with the Underwriters that:
(a) The Issuer is a political subdivision of the State of Texas (the "State ") duly created,
organized and existing under the laws 'of the State, and has full legal right, power and authority under Chapter
271, Texas Local Government Code, as amended (the "Act"), and the Issuer's Home Rule Charter and at the
date of the Closing will have full legal right, power and authority under the Act and the Ordinance (i) to enter
into, execute and deliver this Agreement, the Ordinance and all documents required hereunder and thereunder
to be executed and delivered by the Issuer (this Agreement, the Ordinance and the other documents referred to
in this clause (i) other than the Official Statement are hereinafter referred to as the `Issuer Documents "), (ii) to
sell, issue and deliver the Certificates to the Representative as provided herein, and (iii) to carry out and
consummate the transactions contemplated by the Issuer Documents and the Official Statement and (iv) to
utilize the proceeds from the sale of the Certificates for the purposes set forth in the Ordinance and the Official
Statement (the "Project "), and the Issuer has complied, and will at the Closing be in compliance in all
respects, with the terms of the Act and the Issuer Documents as they pertain to such transactions;
(b) By all necessary official action of the Issuer prior to or concurrently with the acceptance
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 Certificates, (ii) the approval, execution and delivery of, and the performance
by the Issuer of the obligations on its part, contained in the Certificates and the Issuer Documents and (iii) the
consummation by it of all other transactions contemplated by the Official Statement, and the Issuer Documents
and any and all such other agreements and documents as may be required to be executed, delivered and/or
received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated
herein and in the Official Statement;
(c) The Issuer Documents constitute legal, valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws and principles of equity relating to or affecting the
enforcement of creditors' rights; the Certificates, when issued, delivered and paid for, in accordance with the
Ordinance and this Agreement, will constitute legal, valid and binding obligations of the Issuer entitled to the
benefits of the Ordinance and enforceable in accordance with their terms, subject to principles of sovereign
immunity and bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of
equity relating to or affecting the enforcement of creditors' rights; upon the issuance, authentication and
delivery of the Certificates as aforesaid, the Ordinance will provide, for the benefit of the holders, from time to
time, of the Certificates, the legally valid and binding pledge of and lien it purports to create as set forth in the
Ordinance;
(d) The Issuer is not in breach of or default in any material respect under any applicable
constitutional provision, law or administrative regulation of the State or the United States or any applicable
judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to
which the Issuer is a party or to which the Issuer is otherwise subject, and no event has occurred and is
DAL:O S 87633/00024:1800278v2
continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a
default or event of default by the Issuer under any of the foregoing; and the execution and delivery of the
Certificates, the Issuer Documents and the adoption of the Ordinance and compliance with the provisions on
the Issuer's part contained therein, will not conflict with or constitute a breach of or default under any
constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note,
resolution, agreement or other instrument to which the Issuer is a party or to which the Issuer is otherwise
subject or under the terms of any such law, regulation or instrument, except as provided by the Certificates and
the Ordinance;
(e) All authorizations, approvals, licenses, permits, consents and orders of any governmental
authority, legislative body, board, agency or commission having jurisdiction of the matter which are required
for the due authorization of, which would constitute a condition precedent to, or the absence of which would
materially adversely affect the due performance by the Issuer of its obligations under the Issuer Documents,
and the Certificates have been duly obtained, except for (i) the approval of the Certificates by the Attorney
General of the State of Texas (and registration of the Certificates by the Comptroller of Public Accounts of the
State of Texas); and (ii) such approvals, consents and orders as may be required under the Blue Sky or
securities laws of any jurisdiction in connection with the offering and sale of the Certificates;
(f) The Certificates and the Ordinance conforni to the descriptions thereof contained in the
Official Statement under the captions "The Certificates" (excluding information under the caption "Book-
Entry-Only System" thereunder) and "Official Statement Summary"; and the proceeds of the sale of the
Certificates will be applied generally as described in the Official Statement under the captions "The
Certificates -Sources and Uses of Certificate Proceeds" and "Official Statement Summary -Use of Proceeds."
(g) There is no legislation, action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, public board or body, pending or, to the best knowledge of the
Issuer after due inquiry, threatened against the Issuer, affecting the existence of the Issuer or the titles of its
officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or
delivery of the Certificates, the collection of the ad valorem taxes or the implementation of the Project pursuant
to the Ordinance or in any way contesting or affecting the validity or enforceability of the Certificates, the
Issuer Documents, or contesting the exclusion from gross income of interest on the Certificates for federal
income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official
Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the
Issuer or any authority for the issuance of the Certificates, the adoption of the Ordinance or the execution and
delivery of the Issuer Documents, nor, to the best knowledge of the Issuer, is there any basis therefor, wherein
an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the
Certificates or the Issuer Documents;
(h) As of the date thereof, the Preliminary Official Statement did not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) At the time of the Issuer's acceptance hereof and (unless the Official Statement is amended
or supplemented pursuant to paragraph (d) of Section 3 of this Agreement) at all times subsequent thereto
during the period up to and 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 be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading;
(j) If the Official Statement is supplemented or amended pursuant to paragraph (d) of Section 3
of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again
supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to
and including the date of Closing the Official Statement as so supplemented or amended will not contain any
DAL:0587633/00024:1800278v2
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which made, not misleading;
(k) The Issuer will apply, or cause to be applied, the proceeds from the sale of the Certificates as
provided in and subject to all of the terms and provisions of the Ordinance and not to take or omit to take any
action which action or omission will adversely affect the exclusion from gross income for federal income tax
purposes of the interest on the Certificates;
(1) The Issuer will furnish such information and execute such instruments and take such action
in cooperation with the Representative as the Representative may reasonably request (A) to (y) qualify the
Certificates for offer and sale under the Blue Sky or other securities laws and regulations of such states and
other jurisdictions in the United States as the Representative may designate and (z) determine the eligibility of
the Certificates for investment under the laws of such states and other jurisdictions and (B) to continue such
qualifications in effect so long as required for the distribution of the Certificates (provided, however, that the
Issuer will not be required to qualify as a foreign corporatiorl or to file any general or special consents to
service of process under the laws of any jurisdiction) and will advise the Representative immediately of receipt
by the Issuer of any notification with respect to the suspension of the qualification of the Certificates for sale in
any jurisdiction or the initiation or threat of any proceeding for that purpose;
(m) The financial statements of, and other financial information regazding the Issuer, in the
Official Statement fairly present the financial position and results of the Issuer as of the dates and for the
periods therein set forth. Prior to the Closing, the Issuer will not take any action within or under its control that
will cause any adverse change of a material nature in such financial position, results of operations or condition,
financial or otherwise, of the Issuer. The Issuer is not a party to any litigation or other proceeding pending or,
to its knowledge, threatened which, if decided adversely to the Issuer, would have a materially adverse effect
on the financial condition of the Issuer;
(n) Prior to the'Closing the Issuer will not offer or issue any bonds, notes or other obligations for
borrowed money or incur any material liabilities, direct or contingent, payable from or secured by any of the
revenues or assets which will secure the Certificates; and
(o) Any certificate, signed by any official of the Issuer authorized to do so in connection with the
transactions contemplated by this Agreement, shall be deemed a representation and warranty by the Issuer to
the Representative as to the statements made therein.
5. Closing.
(a) At 10:00 a.m., Dallas, Texas time, on October 23, 2008, or at such other time and date as
shall have been mutually agreed upon by the Issuer and the Representative (the "Closing Date"), the Issuer
will, subject to the terms and conditions hereof, deliver to the Representative the initial Certificates registered
in the name of the Representative, in temporary form, together with the other documents hereinafter
mentioned, and will have available for immediate exchange definitive Certificates deposited with The
Depository Trust Company, New York, New York ("DTC"), or deposited with the Paying Agent/Registraz, if
the Certificates aze to be held in safekeeping for DTC by the Paying Agent/Registraz pursuant to DTC's FAST
system and the Ordinance, duly executed and authenticated in the form and manner contemplated below, and
the Underwriters will, subject to the terms and conditions hereof, accept such delivery and pay the purchase
price of the Certificates as set forth in Section 1 hereof in immediately available funds (such events being
referred to herein as the "Closing"). Concurrently with such payment by the Underwriters, the Issuer shall
return to the Representative, the check referred to in Section 1 hereof. Payment for the Certificates as
aforesaid shall be made at the offices of the paying agent/registraz or such other place as shall have been
mutually agreed upon by the Issuer and the Representative.
(b) Delivery of the definitive Certificates in exchange for the initial Certificates shall be made
through DTC, utilizing the book-entry only form of issuance, and the Issuer agrees to enter into such
DAL:0587633/00024:1800278v2
agreement, including a "Letter of Representations," as may be required to allow for the use of such book-entry
only system. The definitive Certificates shall be delivered in fully registered form bearing CUSIP numbers
without coupons with one Certificate for each maturity of the Certificates, registered in the name of CEDE &
CO. and shall be made available to the Representative at least one business day before the Closing Date for
purposes of inspection, except that the failure to include CUSIF numbers or the printing of an incorrect CUSIP
number on any Certificate shall not be a default under this Agreement.
6. Closing Conditions. The Underwriters have entered into this Agreement in reliance upon the
representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations,
warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the
performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the date of the Closing.
Accordingly, the Underwriters' obligations under this Agreement to purchase, to accept delivery of and to pay for the
Certificates shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder and
under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional
conditions, including the delivery by the Issuer of such documents as are enumerated herein, in form and substance
reasonably satisfactory to the Representative:
(a) The representations and warranties of the Issuer contained herein shall be true, complete and
correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing;
(b) The Issuer shall have performed and complied with all agreements and conditions required
by this Agreement to be performed or complied with by it prior to or at the Closing;
(c) At the time of the Closing, (i) the Issuer Documents and the Certificates shall be in full force
and effect in the form heretofore approved by the Representative and shall not have been amended, modified or
supplemented, and the Official Statement shall not have been supplemented or amended, except in any such
case as may have been agreed to by the Representative; and (ii) all actions of the Issuer required to be taken by
the Issuer shall be performed in order for Bond Counsel to deliver its opinions referred to hereafter;
(d) At the time of the Closing, all official action of the Issuer relating to the Certificates and the
Issuer Documents shall be in full force and effect and shall not have been amended, modified or supplemented;
(e) At or prior to the Closing, the Ordinance shall have been duly executed and delivered by the
Issuer and the Issuer shall have duly executed and delivered and the Registrar shall have duly authenticated the
Certificates;
(f) At the time of the Closing, there shall not have occurred any change or any development
involving a prospective change in the condition, financial or otherwise, or in the revenues or operations of the
Issuer, from that set forth in the Official Statement that in the reasonable judgment of the Representative, is
material and adverse and that makes it, in the reasonable judgment of the Representative, impracticable to
market the Certificates on the terms and in the manner contemplated in the Official Statement;
(g) The Issuer shall not have failed to pay principal or interest when 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 contemplated by this Agreement shall be reasonably
satisfactory in legal form and effect to the Representative;
(k) At or prior to the Closing, the Representative shall have received copies of each of the
following documents:
DAL:O 5 87633/00024:1800278x2
(1) the Official Statement, and each supplement or amendment thereto, if any, executed
on behalf of the Issuer by its Mayor, or such other official as may have been agreed to by the
Representative;
(2) the Ordinance with such supplements or amendments as may have been agreed to
by the Representative;
(3) the approving opinion of Bond Counsel with respect to the Certificates, in
substantially the form attached to the Official Statement;
(4) a supplemental opinion of Bond Counsel addressed to the Underwriters,
substantially to the effect that:
(i) the Certificates are exempted securities under the Securities Act of 1933,
as amended (the "1933 Act"), and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act") and it is not necessary, in connection with the offering and sale of the
Certificates, to register the Certificates under the 1933 Act or to qualify the Ordinance under
the Trust Indenture Act; and
(ii) except to the extent noted therein, said firm has not verified and is not
passing upon, and does not assume any responsibility for the accuracy, completeness or
fairness of the statements and information contained in the Official Statement but that said
firm has reviewed the statements and information contained in the Official Statement under
the captions and subcaptions, "The Certificates" (except for the information under the
captions "Book-Entry-Only System," "Certificateholders' Remedies" and "Sources and Uses
of Certificate Proceeds"), "Tax Matters for the 2008A Certificates," "Continuing Disclosure
of Information" (except for the information under the subcaption "Compliance with Prior
Undertakings"), "Other Information -Legal Opinions (except for the last sentence of the first
paragraph thereof)," "Other Information -Registration and Qualification of Certificates for
Sale" and "Other Information -Legal Investments and Eligibility to Secure Public Funds in
Texas" and such firm is of the opinion that the statements and information relating to the
Certificates and the legal issues contained under such captions and subcaptions are an
accurate and fair descriptions of the laws and legal issues addressed therein and, with respect
to the Certificates, such information conforms to the Ordinance;
(5) An opinion, dated the date of the Closing and addressed to the Underwriters, of
counsel for the Underwriters, to the effect that:
(i) the Certificates are exempt securities under the 1933 Act and the Trust
Indenture Act and it is not necessary, in connection with the offering and sale of the
Certificates, to register the Certificates under the 1933 Act and the Ordinance need not be
qualified under the Trust Indenture Act; and
(ii) based upon their participation in the preparation of the Official Statement
as counsel for the Underwriters and their participation at conferences at which the Official
Statement was discussed, but without having undertaken to determine independently the
accuracy, completeness or fairness of the statements contained in the Official Statement,
such counsel has no reason to believe that the Official Statement contains any untrue
statement of a material fact or omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (except for
any financial, forecast, technical and statistical statements and data included in the Official
Statement and the information regarding the certificate insurer and the Depository and its
book-entry system, as to which no view need be expressed);
DAL:O S 87633/00024:1800278v2
(6) A certificate, dated the date of Closing, of the Mayor and City Manager of the
Issuer to the effect that (i) the representations and warranties of the Issuer contained herein are true
and correct in all material respects on and as of the date of Closing as if made on the date of Closing;
(ii) no litigation or proceeding or material tax challenge against it is pending or, to their knowledge,
threatened in any court or administrative body nor to their knowledge is there a basis for litigation
which would (a) contest the right of the members or officials of the Issuer to hold and exercise their
respective positions, (b) contest the due organization and valid existence of the Issuer, (c) contest the
validity, due authorization and execution of the Certificates or the Issuer Documents or (d) attempt to
limit, enjoin or otherwise restrict or prevent the Issuer from functioning and collecting revenues,
including payments on the Certificates, pursuant to the Ordinance, and other income or the anticipated
receipt of ad valorem taxes, or the pledge thereof; (iii) the Ordinance has been duly adopted by the
Issuer, is in full force and effect and has not been modified, amended or repealed, and (iv) to the best
of their knowledge, no event affecting the Issuer has occurred since the date of the Official Statement
which should be disclosed in the Official Statement for the purpose for which it is to be used or which
it is necessary to disclose therein in order to make the statements and information therein, in light of
the circumstances under which made, not misleading in any respect as of the time of Closing, and the
information contained in the Official Statement is correct in all material respects and, as of the date of
the Official 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 material fact required to be stated therein or necessary to make the
statements made therein, in the light of the circumstances under which they were made, not
misleading;
(7) A certificate of the Issuer in form and substance satisfactory to Bond Counsel and
counsel to the Underwriters setting forth the facts, estimates and circumstances in existence on the
date of the Closing, which establish that it is not expected that the proceeds of the Certificates will be
used in a manner that would cause the Certificates to be "arbitrage bonds" within the meaning of
Section 148 of the Internal Revenue Code of 1986, as amended (the "Code "), and any applicable
regulations (whether final, temporary or proposed), issued pursuant to the Code;
(8) Any other certificates and opinions required by the Ordinance for the issuance
thereunder of the Certificates;
(9) Evidence satisfactory to the Representative that the Certificates have been rated Aa3
and AAA by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, respectively, and that both such ratings are in effect as of the date of
Closing; and
(10) Such additional legal opinions, certificates, instruments and other documents as the
Representative or counsel to the Underwriters may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's representations and
warranties contained herein and of the statements and information contained in the Official Statement
and the due performance or satisfaction by the Issuer on or prior to the date of the Closing of all the
respective agreements then to be performed and conditions then to be satisfied by the Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance
satisfactory to Bond Counsel and the Representative.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept
delivery of and to pay for the Certificates contained in this Agreement, or if the obligations of the Underwriters to
purchase, to accept delivery of and to pay for the Certificates shall be terminated for any reason permitted by this
Agreement, this Agreement shall terminate and neither the Underwriters nor the Issuer shall be under any further
obligation hereunder, except that the respective obligations of the Issuer and the Underwriters set forth in Sections 4 and
8(c) hereof shall continue in full force and effect.
DAL:0587633 /00024:1800278v2
7. Termination. The Underwriters shall have the right to cancel their obligation to purchase the
Certificates if, between the date of this Agreement and the Closing, the market price or marketability of the Certificates
shall be materially adversely affected, in the sole judgment of the Representative, reasonably exercised, by the
occurrence of any of the following:
(a) legislation shall be enacted by or introduced in the Congress of the United States or
recommended to the Congress for passage by the President of the United States, or the Treasury Department of
the United States or the Internal Revenue Service or any member of the Congress or the State legislature or
favorably reported for passage to either House of the Congress by any committee of such House to which such
legislation has been referred for consideration, a decision by a court of the United States or of the State or the
United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press
release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the
Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of
which would be to impose, directly or indirectly, federal income taxation upon revenues or other income of the
general character to be derived by the Issuer pursuant to the Ordinance, or upon interest received on
obligations of the general character of the Certificates of the interest on the Certificates as described in the
Official Statement, or other action or events shall have transpired which may have the purpose or effect,
directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated
herein;
(b) legislation introduced in or enacted (or resolution passed) by the Congress or an order,
decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (fmal,
temporary, or proposed), press release or 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 subject matter, to the
effect that obligations of the general character of the Certificates, including any or all underlying arrangements,
are not exempt from registration under or other requirements of the 1933 Act, or that the Ordinance is not
exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance,
offering, or sale of obligations of the general character of the Certificates, including any or all underlying
arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of
the federal securities law as amended and then in effect;
(c) any state blue sky or securities commission or other governmental agency or body shall have
withheld registration, exemption or clearance of the offering of the Certificates as described herein, or issued a
stop order or similar ruling relating thereto;
(d) a general suspension of trading in securities on the New York Stock Exchange or the
American Stock Exchange, the establishment of minimum prices on either such exchange, the establishment of
material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental
authority or any national securities exchange, a general banking moratorium declared by federal, State of New
York, or State officials authorized to do so;
(e) the New York Stock Exchange or other national securities exchange or any governmental
authority, shall impose, as to the Certificates or as to obligations of the general character of the Certificates,
any material restrictions not now in force, or increase materially those now in force, with respect to the
extension of credit by, or the charge to the net capital requirements of, the Underwriters;
(f) any amendment to the federal or state Constitution or action by any federal or state court,
legislative body, regulatory body, or other authority materially adversely affecting the tax status of the Issuer,
its property, income securities (or interest thereon), or the validity or enforceability of the assessments or the
levy of taxes to pay principal of and interest on the Certificates;
(g) any event occurring, or information becoming known which, in the reasonable judgment of
the Representative, makes untrue in any material respect any statement or information contained in the Official
DAL:OS 87633/00024:1800278x2
Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
(h) there shall have occurred since the date of this Agreement any materially adverse change in
the affairs or financial condition of the Issuer;
(i) the United States shall have become engaged in hostilities which have resulted in a
declaration of waz or a national emergency or there shall have occurred any other outbreak or escalation of
hostilities or a national or international calamity or crisis, financial or otherwise;
(k) any fact or event shall exist or have existed that, in the Representative's reasonable
judgment, requires or has required an amendment of or supplement to the Official Statement;
(1) there shall have occurred any downgrading, or any notice shall have been given of (A) any
intended or potential downgrading or (B) any review or possible change that does not indicate a possible
upgrade, in the rating accorded any of the Issuer's obligations (including the rating to be accorded the
Certificates); and
(m) the purchase of and payment for the Certificates by the Underwriters, or the resale of the
Certificates by the Underwriters, on the terms and conditions herein provided shall be prohibited by any
applicable law, governmental authority, board, agency or commission and such prohibition is not the result of
the Underwriters' acts or failure to act.
8. Expenses.
(a) The Underwriters shall be under no obligation to pay, and the Issuer shall pay, any expenses
incident to the performance of the Issuer's obligations hereunder, including, but not limited to (i) the cost of
preparation and printing of the Certificates; (ii) the fees and disbursements of Bond Counsel; (iii) the fees and
disbursements of the Financial Advisor to the Issuer; (iv) the fees and disbursements of any other engineers,
accountants, and other experts, consultants or advisers retained by the Issuer; and (v) the fees for bond ratings.
(b) The Underwriters shall pay (i) the cost of preparation and printing of this Agreement, the
Blue Sky Survey and Legal Investment Memorandum (if any); (ii) all advertising expenses in connection with
the public offering of the Certificates; and (iii) all other expenses incurred by them in connection with the
public offering of the Certificates, including the fees anti disbursements of counsel retained by the
Underwriters.
9. Notices. Any notice or other communication to be given to the Issuer under this Agreement may be
given by delivering the same in writing at City of Coppell, Texas, 255 Parkway Blvd., Coppell, Texas 75019,
Attention: City Manager, and any notice or other communication to be given to the Representative under this
Agreement may be given by delivering the same in writing to Southwest Securities, Inc., 1201 Elm Street, Suite 4300,
Dallas, Texas 75270, Attention: Michael Wadsworth.
10. Parties in Interest. This Agreement as heretofore specified shall constitute the entire agreement
between us and is made solely for the benefit of the Issuer and the Underwriters (including successors or assigns of the
Underwriters) and no other person shall acquire or have any right hereunder or by virtue hereof. This Agreement may
not be assigned by the Issuer. All of the Issuer's representations, warranties and agreements contained in this
Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf
of any of the Underwriters; (ii) delivery of and payment for the Certificates pursuant to this Agreement; and (iii) any
termination of this Agreement.
10
DAL:O S 87633 /00024:1800278v2
11. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the Issuer and
shall be valid and enforceable at the time of such acceptance.
State.
12. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the
13. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all
jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other
reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement
invalid, inoperative or unenforceable to any extent whatever.
14. Business Day. For purposes of this Agreement, "business day" means any day on which the New
York Stock Exchange is open for trading.
15. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience
of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the
interpretation of any provisions of this Agreement.
16. Counterparts. This Agreement may be executed in several counterparts each of which shall be
regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and
all of which shall constitute one and the same document.
The remainder of this page is intentionally blank)
11
DAL:0587633/00024:1800278v2
If you agree with the foregoing, please sign the enclosed counterpart of this Agreement and return it to the
Representative. This Agreement shall become a binding agreement between you and the Underwriters when at least the
counterpart of this letter shall have been signed by or on behalf of each of the parties hereto.
Very truly yours,
SOUTHWEST SECURITIES, INC.
MORGAN KEEGAN & COMPANY, INC.
COASTAL SECURITIES, INC.
By: SOUTHWEST SECURITIES, INC., as Representative
f /; •.
By: ~ V
thorized Officer
Accepted and agreed to this
14~' day f ctober, 2008 at ;3~0 ~.m.
C[TY OF OP LL, TE S
BY
Name: ~p~~p~s fV , ~ f -0 /C ~
Title: ~R y 0~.
12
DAL:0587633/00024:1800278v 1
SCHEDULEI
THE CERTIFICATES
Maturity
Amount($) (February 1) Rate(%) Yield(%)
1,000,000 2014 4.125 4.260
1,355,000 2015 4.375 4.530
1,355,000 2016 4.500 4.770
1,355,000 2017 5.000 5.000
1,355,000 2018 5.125 5.180
1,355,000 2019 5.750 5.340
Maturity
Amount(,$) (February 1) Rate(%) Yield(%)
1,355,000 2020 6.000 5.480
1,355,000 2021 5.500 5.750
2,715,000 2023 5.750 5.875
2,720,000 2025 5.750 5.950
4,080,000 2028 5.750 6.000
C -Yield based on price to the first call date of 2/1/18
(Accrued Interest from October 1, 2008 to be added)
Certificates maturing on February 1, 2023, 2025 and 2028 shall be subject to mandatory sinking fund
redemption prior to maturity, in part, at a redemption price equal to the par amount thereof plus interest accrued to the
redemption date, in the principal amounts and on February 1 of the dates as follows:
Certificate Stated to Mature February 1, 2023
Year Principal Amount($)
2022 1,355,000
2023' 1,360,000
*Stated Maturity
Certificate Stated to Mature February 1, 2025
Year Principal Amount($)
2024 1,360,000
2025' 1,360,000
*Stated Maturity
Certificate Stated to Mature February 1, 2028
Year Principal Amount($)
2026 1,360,000
2027 1,360,000
2028' 1,360,000
*Stated Maturity
DAL:0587633 /00024:1800278v2
The Issuer reserves the right, at its option, to redeem Certificates having stated maturities on and after
February 1, 2019, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 1,
2018, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption.
[Attach Official Statement]
DAL:0587633/00024:1800278v2