OR 2011-1282 General obligation refunding and improvment bonds.
ORDINANCE NO. 2011-1282
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF COPPELL, TEXAS,
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2011;
LEVYING AN ANNUAL AD VALOREM TAX FOR THE PAYMENT OF SAID BONDS;
APPROVING THE OFFICIAL STATEMENT; CALLING OUTSTANDING OBLIGATIONS
FOR REDEMPTION; PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER
PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTIES OF DALLAS AND DENTON §
CITY OF COPPELL §
WHEREAS, by virtue of an election held within the City of Coppell, Texas ("the Issuer") on
November 2, 1999, this City Council became authorized to issue, sell and deliver the general obligation
bonds of the Issuer, of which there have been issued heretofore, are authorized to be issued by this
Ordinance, and will remain authorized but unissued hereafter, as described in Schedule I attached hereto
and incorporated herein;
WHEREAS, this City Council finds and determines that it is necessary and proper to order the
issuance, sale and delivery of such voted bonds;
WHEREAS, the Issuer has previously issued, and there are presently outstanding, bonds and
certificates of obligation of the Issuer payable from a pledge by the Issuer to levy ad valorem taxes
sufficient to pay principal of and interest on the bonds and certificates of obligation as they become due;
WHEREAS, certain of such previously issued and outstanding obligations are intended to be and
shall be refunded pursuant to this Ordinance, the obligations to be refunded being described in Schedule
II attached hereto and incorporated herein (collectively, the "Refunded Obligations");
WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue refunding
bonds and to deposit the proceeds from the sale thereof, together with any other available funds or
resources, directly with a paying agent for the Refunded Bonds or a trust company or commercial bank
that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if
made before the payment dates of the Refunded Bonds, shall constitute the making of firm banking and
financial arrangements for the discharge and final payment of the Refunded Bonds;
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an
escrow agreement with such paying agent for the Refunded Bonds or trust company or commercial bank
with respect to the safekeeping, investment, reinvestment, administration and disposition of any such
deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or
commercial bank may agree;
WHEREAS, U.S. Bank National Association, Dallas, Texas, is a paying agent for the Refunded
Obligations and the Escrow Agreement, wherein U.S. Bank National Association, Dallas, Texas is the
Escrow Agent, hereinafter authorized constitutes an escrow agreement of the kind authorized and
permitted by said Chapter 1207;
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the best
interests of the Issuer to refund the Refunded Obligations is in order to achieve a debt service savings and
to restructure the Issuer's outstanding debt service, and that such refunding will result in a present value
debt service savings of approximately $502,320 and an actual debt service savings of approximately
$554,098 to the Issuer;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity
within 20 years of the date of the bonds hereinafter authorized;
WHEREAS, the Bonds hereinafter authorized to be issued were voted and are to be issued, sold
and delivered pursuant to the general laws of the State of Texas, including Tex. Gov't Code Ann.
Chapters 1207, 1251 and ch. 1331, as amended; and
WHEREAS, It is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject matter
of the public business to be considered and acted upon at said meeting, including this Ordinance, was
given, all as required by the applicable provisions of Tex. Gov't Code Ann. ch. 551; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS:
Section 1. RECITALS, AMOUNT AND PURPOSE OF THE BONDS. The recitals set forth in
the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this
Section. The bonds of the City of Coppell, Texas (the "Issuer") are hereby authorized to be issued and
delivered in the aggregate principal amount of $12,510,000 for (a) $6,170,000 for constructing and
improving streets and roads; (b) $6,340,000 for refunding certain outstanding obligations of the Issuer;
and (c) paying costs of issuance of the Bonds (the "Projects")
Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES
AND INTEREST RATES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated:
"CITY OF COPPELL, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT
BOND, Series 2011," and initially there shall be issued, sold, and delivered hereunder one fully registered
bond, without interest coupons, dated July 15, 2011, in the principal amount stated above and in the
denominations hereinafter stated, numbered T-1, with bonds issued in replacement thereof being in the
denominations and principal amounts hereinafter stated and numbered consecutively from R-1 upward,
payable to the respective Registered Owners thereof (with the initial bond being made payable to the
initial purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said
bonds or any portion or portions thereof (in each case, the "Registered Owner"), and said bonds shall
mature and be payable serially on February 1 in each of the years and in the principal amounts,
respectively, and shall bear interest from the dates set forth in the FORM OF BOND set forth in Section 4
of this Ordinance to their respective dates of maturity or redemption prior to maturity at the rates per
annum, as set forth in the following schedule:
Principal Interest Principal Interest
Years Amount Rates Years Amount Rates
2012 $ 1,245,000 2.000% 2022 $ 685,000 4.000%
2013 1,305,000 2.000% 2023 315,000 4.000%
2014 1,345,000 3.000% 2024 325,000 3.500%
2015 940,000 3.000% 2025 335,000 4.000%
2016 575,000 2.000% 2026 350,000 4.000%
2017 585,000 2.000% 2027 365,000 4.000%
2018 600,000 3.000% 2028 380,000 4.000%
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2019 625,000 3.000% 2029 395,000 4.125%
2020 640,000 3.000% 2030 410,000 4.250%
2021 660,000 3.000% 2031 430,000 4.250%
The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued
and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other
substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of
the Bonds.
Section 3. CHARACTERISTICS OF THE BONDS.
(a) Registration, Transfer, Conversion and Exchange; Authentication. The Issuer shall keep or
cause to be kept at the principal corporate trust office of U.S. Bank National Association, Dallas, Texas,
(the "Paying Agent/Registrar"), books or records for the registration of the transfer, conversion and
exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such
registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and
Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and
record in the Registration Books the address of the registered owner of each Bond to which payments
with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered
owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed,
and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have
the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar,
but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the
Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer,
conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers,
conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in
the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number
to distinguish it from each other Bond.
Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no
such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and
exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing
body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange
of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution,
and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or
typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as
amended, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid,
incontestable, and enforceable in the same manner and with the same effect as the Bonds that initially
were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by
the Comptroller of Public Accounts.
(b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as
provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made
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by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and
exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event
of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record
date for such interest payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer.
Notice of the past due interest 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 registered owner appearing on
the Registration Books at the close of business on the last business day next preceding the date of mailing
of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons,
with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii)
may be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying
Agent/Registrar by the Issuer at least 50 days prior to any such redemption date), (iii) may be converted
and exchanged for other Bonds, (iv) may be transferred and assigned, (v) shall have the characteristics,
(vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds
shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have
certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the
effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially
issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by
the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any
Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF
BOND.
(d) The Issuer covenants with the registered owners of the Bonds that at all times while the
Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company,
financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the
Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves
the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written
notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or
interest payment date after such notice. In the event that the entity at any time acting as Paying
Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise
cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified
bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and
appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the
Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the
new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy
of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled
to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of
Paying Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by
manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized
representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the
Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond
delivered on the closing date shall have attached thereto the Comptroller's Registration Certificate
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substantially in the form provided in this Ordinance, manually executed by the Comptroller of Public
Accounts of the State of Texas or by his duly authorized agent, which certificate shall be evidence that the
Initial Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid
and binding obligation of the Issuer, and has been registered by the Comptroller.
(f) Book-Entry Only System. The Bonds issued in exchange for the Bond initially issued to the
initial purchaser specified herein shall be initially issued in the form of a separate single fully registered
Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be
registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New
York ("DTC"), and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be
registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and
the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was
created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities
transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds
an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying
Agent/Registrar 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 Bonds, (ii) the
delivery to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown
on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a Registered Owner of Bonds, as shown in the Registration
Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other
provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to
treat and consider the person in whose name each Bond is registered in the Registration Books as the
absolute owner of such Bond for the purpose of payment of principal and interest with respect to such
Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or
upon the order of the Registered Owners, as shown in the Registration Books as provided in this
Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid
and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of
and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered
Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer
to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest
checks being mailed to the Registered Owner at the close of business on the Record date, the words "Cede
& Co." in this Ordinance shall refer to such new nominee of DTC.
The previous execution and delivery of the Blanket Letter of Representations with respect to
obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully
applicable to the Bonds.
(g) Successor Securities Depository; Transfers Outside Book-Entry Only System. In the event
that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in
the representations letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of
the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities
depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as
amended, notify DTC and DTC Participants of the appointment of such successor securities depository
and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and
DTC Participants of the availability through DTC of Bonds and transfer one or more separate certificated
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Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall
no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee,
or in whatever name or names Registered Owners transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Ordinance.
(h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be
made and given, respectively, in the manner provided in the representations letter of the Issuer to DTC.
(i) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire
principal amount of the Bonds, payable in stated installments to the purchaser designated in Section 10 or
its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer,
approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of
Public Accounts of the State of Texas, will be delivered to such purchaser or its designee. Upon payment
for the initial Bond, the Paying Agent/Registrar shall cancel the initial Bond and deliver to the Depository
Trust Company on behalf of such purchaser one registered definitive Bond for each year of maturity of
the Bonds, in the aggregate principal amount of all of the Bonds for such maturity.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows,
with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance.
(a) Form of Bond.
NO. R-
PRINCIPAL
UNITED STATES OF AMERICA
AMOUNT
STATE OF TEXAS
$_________
CITY OF COPPELL, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND
SERIES 2011
Interest Rate Dated Date Maturity Date CUSIP No.
July 15, 2011 February 1, ____
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the City of Coppell, in Dallas and Denton
Counties, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of
Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter
called the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified
above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from July 15, 2011 at the Interest Rate per annum specified
above. Interest is payable on February 1, 2012 and semiannually on each August 1 and February 1
thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this
Bond is required to be authenticated and the date of its authentication is later than the first Record Date
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(hereinafter defined), 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 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; provided, however, that if on the date of authentication
hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has
not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United
States of America, without exchange or collection charges. The principal of this Bond shall be paid to the
registered owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed
for its redemption prior to maturity, at the principal corporate trust office of U.S. Bank National
Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest
on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest
payment date by check or draft, dated as of such interest payment date, drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the
issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by
United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the fifteenth calendar day of the month preceding each such date
(the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. In addition, interest may be paid by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event of a non-
payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and
when funds for the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each owner of a Bond appearing on the
Registration Books at the close of business on the last business day next preceding the date of mailing of
such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this
Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar.
The Issuer covenants with the registered owner of this Bond that on or before each principal payment
date, interest payment date, and accrued interest payment date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the
amounts required to provide for the payment, in immediately available funds, of all principal of and
interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate
trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close,
then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal
holiday or day on which banking institutions are authorized to close; and payment on such date shall have
the same force and effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated July 15, 2011, authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of $12,510,000 for the public
purposes of constructing and improving streets and roads, refunding certain outstanding obligations of
the Issuer and paying the costs incurred in connection with the issuance of the Bonds.
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ON FEBRUARY 1, 2021, OR ON ANY DATE THEREAFTER, the Bonds may be redeemed
prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be
redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond may be
redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to
be redeemed plus accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior
to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption, to
the registered owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to
such redemption date; provided, however, that the failure of the registered owner to receive such notice,
or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of
the proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision
shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the
Bonds or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if
due provision for such payment is made, all as provided above, the Bonds or portions thereof that 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 from the Paying
Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed,
a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any
denomination or denominations in any integral multiple of $5,000, at the written request of the registered
owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided
in the Bond Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either
been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available
funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional,
and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally
authorized escrow agent at or prior to the redemption date at or prior to the redemption date, and such
notice shall be of no effect unless such moneys are so deposited on or prior to the redemption date. If
such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give
notice in the manner in which the notice of redemption was given that such moneys were not so received
and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this
Bond may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds,
without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case
may be, having the same denomination or denominations in any integral multiple of $5,000 as requested
in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender
of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and
procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer,
this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying
Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral
multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may
be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive,
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and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence
the assignment of this Bond or any portion or portions hereof from time to time by the registered owner.
The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning,
transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In any
circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by
the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the
exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer,
conversion, or exchange (i) during the period commencing with the close of business on any Record Date
and ending with the opening of business on the next following principal or interest payment date, or (ii)
with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days
prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed
to the registered owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be performed,
exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been
performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to
provide for the payment of the interest on and principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied against all taxable property in said Issuer,
and have been pledged for such payment, within the limit prescribed by law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein,
and under some (but not all) circumstances amendments thereto must be approved by the registered
owners of a majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges
all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official
minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this
Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Mayor Pro Tem) and
countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused
the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature) (signature)
City Secretary Mayor
(SEAL)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or
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in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series that 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
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(c) Form of Assignment.
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of
the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: .
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature above must correspond
eligible guarantor institution participating in a with the name of the registered owner as it
securities transfer association recognized appears upon the front of this Bond in every
signature guarantee program. particular, without alteration or enlargement or
any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of
Public Accounts of the State of Texas.
Witness my signature and seal this .
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
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(e) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section, except
that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and "CUSIP
No. _____" shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF COPPELL, TEXAS, in Dallas and Denton Counties, Texas (the "Issuer"), being
a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the
Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on
February 1 in each of the years, in the principal installments and bearing interest at the per annum rates
set forth in the following schedule:
Years Principal Installments Interest Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from July 15, 2011 at the respective Interest Rate per annum
specified above. Interest is payable on February 1, 2012, and semiannually on each August 1 and
February 1 thereafter to the date of payment of the principal installment specified above, or the date of
redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), 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 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;
provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any,
for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest
from the date to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and
maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking Fund
shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be used only
for paying the interest on and principal of said Bonds. All amounts received from the sale of the Bonds as
accrued interest shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes
levied and collected for and on account of said Bonds shall be deposited, as collected, to the credit of said
Interest and Sinking Fund. During each year while any of said Bonds are outstanding and unpaid, the
governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax that will
be sufficient to raise and produce the money required to pay the interest on said Bonds as such interest
comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Bonds as
such principal matures (but never less than 2% of the original amount of said Bonds as a sinking fund
each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances
being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is
hereby levied, and is hereby ordered to be levied, against all taxable property in said Issuer, for each year
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while any of said Bonds are outstanding and unpaid, and said tax shall be assessed and collected each
such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes
sufficient to provide for the payment of the interest on and principal of said Bonds, as such interest comes
due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law.
Notwithstanding the requirements of this section, if lawfully available moneys of the Issuer are on 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 that otherwise would have been required to be levied pursuant to
this section may be reduced to the extent and by the amount of the lawfully available funds then on
deposit in the Interest and Sinking Fund.
(b) Article 1208, Government Code, applies to the issuance of the Bonds and the pledge of the
taxes granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective,
and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid,
the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is
to be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to
the registered owners of the Bonds a security interest in said pledge, the Issuer agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a filing of a security interest in said
pledge to occur.
Section 6. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in
subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the
due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or
caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before
such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in
accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such
payment (1) lawful money of the United States of America sufficient to make such payment or (2)
Defeasance Securities that mature as to principal and interest in such amounts and at such times as will
insure the availability, without reinvestment, of sufficient money to provide for such payment, and when
proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be
deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer
be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged
as provided in this Ordinance, and such principal and interest shall be payable solely from such money or
Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby
provided that any determination not to redeem Defeased Bonds that is made in conjunction with the
payment arrangements specified in Subsection (a)(i) or (ii) of this Section 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 Bonds for redemption; (2) gives notice of the reservation of that
right to the owners of the Defeased Bonds immediately following the making of the payment
arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it
authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the
Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,
and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not
required for the payment of the Bonds and interest thereon, with respect to which such money has been so
deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future
Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of
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Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in
Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the
requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Defeasance
Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased
Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or
deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America., (ii) noncallable obligations of an agency or instrumentality of the United States of America,
including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and
that are rated as to investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality,
or other political subdivision of a state that have been refunded and that, on the date the governing body
of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not
been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as
required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a
maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such
random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of
the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed
Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated,
lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying
Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner applying for a
replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity
as may be required by them to save each of them harmless from any loss or damage with respect thereto.
Also, in every case of loss, theft or destruction of a Bond, the registered owner shall furnish to the Issuer
and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such
Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this , in the event any
such Bond shall have matured, and no default has occurred that is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment
of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of
issuing a replacement Bond, provided security or indemnity is furnished as above provided in this
Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the
Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other
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expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this
Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual
obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be
enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and
proportionately with any and all other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government
Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement
Bond without necessity of further action by the governing body of the Issuer or any other body or person,
and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form
and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in
conversion and exchange for other Bonds.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED; ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued and
delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their
delivery and their investigation, examination, and approval by the Attorney General of the State of Texas,
and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of
the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and
the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. 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 Bonds issued and delivered under this Ordinance, but neither shall have any legal
effect, and shall be solely for the convenience and information of the registered owners of the Bonds. In
addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the
insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial
purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond
counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the
Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection
with issuance, sale and delivery of the Bonds is hereby approved and confirmed. The execution and
delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond
counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby
authorized to execute such engagement letter.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Bonds as Obligation described in section 103 of
the Code, the interest on which is not includable in the "gross income" of the holder for purposes of
federal income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds
(less 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 10 percent of the proceeds or the
projects financed therewith are so used, such amounts, whether or not received by the Issuer, with
14
respect to such private business use, do not, under the terms of this Ordinance or any underlying
arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of
the debt service on the Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described
in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5
percent is used for a "private business use" that is "related" and not "disproportionate," within the
meaning of section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund,
if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, 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 Bonds, other than investment property acquired with -
(A) proceeds of the Bonds invested for a reasonable temporary period of 3 years
or less or, in the case of a refunding bond, for a period of 90 days or less until such
proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(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 Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the
requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable,
section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of
the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United
States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of
the amount then required to be paid as a result of Excess Earnings under section 148(f) of the
Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate
Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such
Fund shall not be subject to the claim of any other person, including without limitation the Bondholders.
The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
15
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury
Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the
refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer
that the covenants contained herein are intended to assure compliance with the Code and any regulations
or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that
regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as
applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to
the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of
the Code. In the event that regulations or rulings are hereafter promulgated that impose additional
requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the
extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such
intention, the Issuer hereby authorizes and directs the Mayor, the City Manager or the Director of Finance
to execute any documents, certificates or reports required by the Code and to make such elections, on
behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance
of the Bonds.
(d) Allocation of, and Limitation on, Expenditures for the Projects. The Issuer covenants to
account for the expenditure of sale proceeds and investment earnings to be used for the construction and
acquisition of the Projects on its books and records by allocating proceeds to expenditures within 18
months of the later of the date that (1) the expenditure is made, or (2) the Projects is completed. The
foregoing notwithstanding, the Issuer shall not expend proceeds of the sale of the Bonds or investment
earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the
Bonds, or (2) the date the Bonds are retired, unless the Issuer obtains an opinion of nationally-recognized
bond counsel that such expenditure will not adversely affect the status, for federal income tax purposes, of
the Bonds or the interest thereon. 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.
(e) Disposition of Projects. The Issuer covenants that the Projects will not be sold or otherwise
disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the
Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will
not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the
property comprising personal property and disposed in the ordinary course shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not
be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not
adversely affect the excludability for federal income tax proposes from gross income of the interest.
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER
PROCEDURES.
(a) The Bonds are hereby sold and shall be delivered to Coastal Securities, Inc. and Robert W.
Baird & Co., Inc. (collectively the "Purchasers") for the purchase price of $12,671,123.19 (representing
the par amount of the Bonds of $12,510,000.00 plus a net reoffering premium of $231,911.25, less an
Underwriters' discount on the Bonds of $70,788.06) plus accrued interest (accrued interest to be deposited
into the Interest and Sinking Fund) thereon to date of delivery pursuant to the terms and provisions of a
Purchase Agreement which the Mayor is hereby authorized and directed to execute and deliver. It is
hereby officially found, determined, and declared that the terms of this sale are the most advantageous
reasonably obtainable. The Initial Bond shall be registered in the name of Coastal Securities, Inc., or its
designee.
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(b) The Issuer hereby approves the form and content of the Official Statement relating to the
Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official
Statement in the reoffering of the Bonds by the Purchasers in final form, with such changes therein or
additions thereto as the officer executing the same may deem advisable, such determination to be
conclusively evidenced by his execution thereof. The distribution and use of the Preliminary Official
Statement dated July 21, 2011, prior to the date hereof is hereby ratified and confirmed.
(c) The Mayor and Mayor Pro Tem, the City Manager, City Secretary and Director of Finance of
the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed
from time to time and at any time to do and perform all such acts and things and to execute, acknowledge
and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar
Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned,
as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the
Bonds, the sale of the Bonds and the Official Statement. In case any officer whose signature shall appear
on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office
until such delivery. It is specifically provided that, in the absence of the Mayor, the Mayor Pro Tem is
hereby authorized and directed to execute any document here in provided to be executed by the Mayor.
Section 11. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived from
the investment of proceeds from the sale of the Bonds issued for the Improvement Projects shall be used
along with other Bond proceeds for the Improvement Projects; provided that after completion of such
purpose, 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 any interest earnings on Bond proceeds
that are required to be rebated to the United States of America pursuant to Section 9 hereof in order to
prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings
for the purposes of this Section.
Section 12. CONSTRUCTION FUND.
(a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a
separate fund to be entitled the "Series 2011 General Obligation Bonds Construction Fund" for use by the
Issuer for payment of all lawful costs associated with the acquisition and construction of the Improvement
Projects as hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in
said fund shall be transferred to the Interest and Sinking fund. Amounts so deposited to the Interest and
Sinking Fund shall be used in the manner described in Section 5 of this Ordinance.
(b) The Issuer may invest proceeds of the Bonds (including investment earnings thereon) issued
for Improvement Projects and amounts deposited into the Interest and Sinking Fund in investments
authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended;
provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Bonds will be
used as soon as practicable for the purposes for which the Bonds are issued.
(c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent
required by law for the security of public funds.
Section 13. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to such
terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
17
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
(b) Annual Reports.
(i) The Issuer shall provide annually to the MSRB, in an electronic format as prescribed
by the MSRB, within 6 months after the end of each fiscal year ending in or after 2011, financial
information and operating data with respect to the Issuer of the general type included in the final
Official Statement authorized by Section 10 of this Ordinance, being the information described in
Exhibit A hereto. Any financial statements so to be provided shall be (1) prepared in accordance
with the accounting principles described in Exhibit A hereto, or such other accounting principles
as the Issuer may be required to employ from time to time pursuant to state law or regulation, and
(2) 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 by
the required time, and shall provide audited financial statements for the applicable fiscal year to
the MSRB, when and if the audit report on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the
date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The
financial information and operating data to be provided pursuant to this Section may be set forth
in full in one or more documents or may be included by specific reference to any document that is
available to the public on the MSRB's internet website or filed with the SEC. All documents
provided to the MSRB pursuant to this Section shall be accompanied by identifying information
as prescribed by the MSRB.
(c) Event Notices.
(i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,
in a timely manner (but not in excess of ten business days after the occurrence of the event) of
any of the following events with respect to the Bonds, if such event is material within the
meaning of the federal securities laws:
1. Non-payment related defaults;
2. Modifications to rights of Bondholders;
3. Bond calls;
4. Release, substitution, or sale of property securing repayment of the Bonds;
5. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms; and
6. Appointment of a successor or additional trustee or the change of name of a
trustee.
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(ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB,
in a timely manner (but not in excess of ten business days after the occurrence of the event) of
any of the following events with respect to the Bonds, without regard to whether such event is
considered material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form
5701–TEB) or other material notices or determinations with respect to the tax-exempt
status of the Bonds, or other events affecting the tax-exempt status of the Bonds;
6. Tender offers;
7. Defeasances;
8. Rating changes; and
9. Bankruptcy, insolvency, receivership or similar event of an obligated person.
(iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to
provide financial information or operating data in accordance with subsection (b) of this Section
by the time required by such subsection.
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the Issuer remains an "obligated person" with
respect to the Bonds 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 Bonds
no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The
Issuer undertakes to provide only the financial information, operating data, financial statements,
and notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The Issuer does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN
PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT
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FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON
ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR
MANDAMUS OR SPECIFIC PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under this 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) Should the Rule be amended to obligate the Issuer to make filings with or provide
notices to entities other than the MSRB, the Issuer hereby agrees to undertake such obligation
with respect to the Bonds in accordance with the Rule as amended. The provisions of this Section
may be amended by the Issuer from time to time to adapt to changed circumstances that arise
from a change in legal requirements, a change in law, or a change in the identity, nature, status, or
type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended,
would have permitted an underwriter to purchase or sell Bonds in the primary offering of the
Bonds in compliance with the Rule, taking into account any amendments or interpretations of the
Rule since such offering as well as such changed circumstances and (2) either (a) the registered
owners of a majority in aggregate principal amount (or any greater amount required by any other
provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent
to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally
recognized bond counsel) determined that such amendment will not materially impair the interest
of the registered owners and beneficial owners of the Bonds. 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 Bonds in the primary
offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with
any amended financial information or operating data next provided in accordance with subsection
(b) of this Section an explanation, in narrative form, of the reason for the amendment and of the
impact of any change in the type of financial information or operating data so provided.
Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this
Ordinance subject to the following terms and conditions, to-wit:
(a) The Issuer may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity,
defect or omission in this Ordinance that does not materially adversely affect the interests of the holders,
(ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not
be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the
interests of the holders, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or
corresponding provisions of federal laws from time to time in effect, or (iv) make such other provisions in
regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions
of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect
the interests of the holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal
amount 51% of the aggregate principal amount of then outstanding Bonds that are the subject of a
proposed amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the
holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall
20
permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the
Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on
any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Bonds or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of Bonds
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer
shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed amendment
and cause notice of the proposed amendment to be published at least once in a financial publication
published in The City of New York, New York or in the State of Texas. Such published notice shall
briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the
office of the Issuer for inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice the Issuer
shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal
amount of all of the Bonds then outstanding that are required for the amendment, which instrument or
instruments shall refer to the proposed amendment and that shall specifically consent to and approve such
amendment, the Issuer may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section,
this Ordinance shall be deemed to be modified and amended in accordance with such amendatory
Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected
Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be
irrevocable for a period of six months from the date of the publication of the notice provided for in this
Section, and shall be conclusive and binding upon all future holders of the same Bond during such period.
Such consent may be revoked at any time after six months from the date of the publication of said notice
by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such
revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected
Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the
amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the
registration of the ownership of such Bonds on the registration books kept by the Paying Agent/Registrar.
Section 15. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when
the same becomes due and payable; or
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(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of the
registered owners of the Bonds, including, but not limited to, their prospect or ability to be repaid
in accordance with this Ordinance, and the continuation thereof for a period of 60 days after
notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of
the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by
law, including the specific performance of any covenant or agreement contained herein, or
thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at
law or in equity; provided, however, that notwithstanding any other provision of this Ordinance,
the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under
this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees of the Issuer
or the City Council.
Section 16. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The
Mayor or City Manager of the Issuer is hereby authorized and directed to execute and deliver and the City
Secretary of the Issuer is hereby authorized and directed to attest an Escrow Agreement with U.S. Bank
National Association, Dallas, Texas, in substantially the form presented at this meeting, and to authorize
and execute such contributions and investments as may be necessary for the Escrow Fund.
Section 17. REDEMPTION OF REFUNDED OBLIGATIONS.
(a) The Issuer hereby directs that the Refunded Obligations be called for redemption on the dates
set forth on Schedule II. Each of such Refunded Obligations shall be redeemed at the redemption price of
par plus accrued interest. The Mayor of the Issuer is hereby authorized and directed to issue or cause to
be issued the Notices of Redemption of the Refunded Obligations in the form set forth in Exhibit B
attached hereto to the Paying Agent/Registrar for the Refunded Obligations.
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(b) In addition, the Paying Agent/Registrar for the Refunded Obligations is hereby directed to
provide the appropriate notices of redemption and defeasance as specified by the ordinances authorizing
the issuance of the Refunded Obligations and is hereby directed to make appropriate arrangements so that
the Refunded Obligations may be redeemed on their respective redemption dates. The Refunded
Obligations shall be presented for redemption at the Paying Agent/Registrar therefore, and shall not bear
interest after the date fixed for redemption.
(c) The source of funds for payment of the principal of and interest on the Refunded Obligations
on their respective maturity or redemption dates shall be from the funds placed in escrow with the Escrow
Agent, pursuant to the Escrow Agreement approved in Section 16 of this Ordinance.
Section 18. NET PREMIUM. The Bonds issued for the purposes described in Section 1(a) are
being sold at a net premium equal to $45,500.85. Said premium in the amount of $6,389.96 shall be
allocated to and applied against the voted authorization as set forth on Schedule I, and shall be used for
such purpose. Said premium in the amount of $39,110.89 shall be allocated to pay underwriters' discount.
Section 19. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or
word in this Ordinance, or application thereof to any persons or circumstances is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the
remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full
force and effect.
Section 20. EFFECTIVE DATE. In accordance with the provisions of V.T.C.A., Government
Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City
Council.
(Execution Page Follows)
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SCHEDULE I
Voted Bonds
Amount Amount
Amount Previously Unissued Being
Purpose Authorized Issued Balance Issued
November 2, 1999 Election
Street Improvements $ 30,345,000 $ 24,165,000 $ 6,180,000 $6,176,389.16
(Prop. 1)
Drainage Improvements 1,700,000 700,000 1,000,000 -0-
(Prop. 3)
SCHEDULE II
Schedule of Refunded Obligations
Principal Amount
Description Maturity Date Outstanding
General Obligation Refunding and
Improvement Bonds, Series 2002 2/1/2012 $ 975,000
2/1/2013 1,030,000
2/1/2014 1,085,000
2/1/2015 685,000
2/1/2016 320,000
2/1/2017 335,000
2/1/2018 350,000
2/1/2019 370,000
2/1/2020 390,000
2/1/2021 410,000
2/1/2022 430,000
Total $ 6,380,000
Called for redemption on September 30, 2011, at the price of par plus accrued interest to the date of
redemption.
EXHIBIT A
Annual Financial Statements and Operating Data
The following information is referred to in Section 13(a) of this Ordinance:
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 referred to) below:
-- Tables 1 through 6, inclusive, and 8 through 14, inclusive
-- APPENDIX B (FINANCIAL STATEMENTS FOR THE LAST COMPLETED FISCAL YEAR
WHICH WILL BE UNAUDITED, UNLESS AN AUDIT IS PERFORMED IN WHICH EVENT THE
AUDITED FINANCIAL STATEMENTS WILL BE MADE AVAILABLE)
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 above.
--------------------
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EXHIBIT B
NOTICE OF REDEMPTION
CUSIP Prefix No. 774280
NOTICE IS HEREBY GIVEN that the City of Coppell, Texas has called for redemption the
outstanding obligations of the City described as follows (collectively, the "Refunded Obligations"):
City of Coppell, Texas General Obligation Refunding and Improvement Bonds,
Series 2002
, dated July 1, 2002, maturing February 1, 2012 through February 1, 2022, in
the aggregate principal amount of $6,380,000 (the "2002 Refunded Obligations"), to the
call date of the 2002 Refunded Obligations so called for redemption at U.S. Bank
National Association, Dallas, Texas. Call date: September 30, 2011.
On September 30, 2011, interest on the 2002 Refunded Obligations shall cease to accrue
and be payable.
THE REFUNDED OBLIGATIONS shall be redeemed in whole at U.S. Bank National
Association, Dallas, Texas, as the Paying Agent/Registrar for said Refunded Obligations. Upon
presentation of the Refunded Obligations at the Paying Agent/Registrar on the aforementioned
redemption date, the holder thereof shall be entitled to receive the redemption price equal to par and
accrued interest to the redemption date.
NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of
payment of said Refunded Obligations called for redemption with funds sufficient to pay the principal
amount of said Refunded Obligations and the interest thereon to the redemption date. In the event said
Refunded Obligations, or any of them are not presented for redemption by the date fixed for their
redemption, they shall not thereafter bear interest.
UNDER THE PROVISIONS of Section 3406 of the Internal Revenue Code of 1986, as amended
paying agents making payments of interest and principal on municipal securities may be obligated to
withhold a tax from remittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identification number. Registered holders who wish to avoid the imposition of the tax should
submit certified taxpayer identification numbers (via form W-9) when presenting the Refunded
Obligations for payment.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the aforementioned Refunded Obligations and in accordance with the recitals
and provisions of said Refunded Obligations.
NOTICE IS FURTHER GIVEN that the Refunded Obligations should be submitted to either of
the following addresses:
By Mail Overnight Courier/Hand Delivery
U.S. Bank National Association
U.S. Bank National Association
Corporate Trust Services
Corporate Trust Services
60 Livingston Avenue
P.O. Box 64111
First Floor - Bond Drop Window
St. Paul, Minnesota 55164-0111
St. Paul, Minnesota 55107
Tel: (800) 934-6802
Tel: (800) 934-6802
CITY OF COPPELL, TEXAS
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