OR 2013-1346 CO Series 2013 I
ORDINANCE NO. 9013- 1341
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF COPPELL,TEXAS COMBINATION
TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2013;
LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE PAYMENT OF SAID
CERTIFICATES; APPROVING AN OFFICIAL STATEMENT; 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,the City Council of the City of Coppell, Texas,deems it advisable to issue Certificates
of Obligation in the amount of$9,095,000 for the purposes hereinafter set forth; 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, Local Government Code and Subchapter B,
Chapter 1502,Government Code; and
WHEREAS, the City Council has heretofore passed a resolution authorizing and directing the City
Secretary to give notice of intention to issue Certificates of Obligation,and said notice has been duly published
in a newspaper of general circulation in said City, said newspaper being a "newspaper" as defined in
§2051.044, Texas Government Code; and
WHEREAS,the City received no petition from the qualified electors of the City protesting the issuance
of such Certificates of Obligation; 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 CERTIFICATES. 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 certificates of the City of Coppell, Texas (the "Issuer")are hereby authorized to be issued
and delivered in the aggregate principal amount of$9,095,000 for paying all or a portion of the Issuer's
contractual obligations to be incurred in connection with: (i) constructing and improving streets and roads
including related drainage, signalization, landscaping, lighting, utility relocation and replacement, on street
parking, bridges and signage, and acquisition of land and interests in land for such projects; and(ii)paying
legal,fiscal,engineering and architectural fees in connection with these projects(collectively,the"Projects").
Section 2. DESIGNATION,DATE,DENOMINATIONS,NUMBERS,AND MATURITIES AND
INTEREST RATES OF CERTIFICATES. Each certificate issued pursuant to this Ordinance shall be
designated: "CITY OF COPPELL,TEXAS COMBINATION TAX AND LIMITED SURPLUS REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2013," and initially there shall be issued, sold, and delivered
hereunder one fully registered certificate,without interest coupons,dated July 1,2013,in the principal amount
stated above and in the denominations hereinafter stated,numbered T-1,with certificates 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 certificate being made
payable to the initial purchaser as described in Section 10 hereof), or to the registered assignee or assignees
of said certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said
certificates 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 CERTIFICATE 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
2014 $ 295,000 3.000% 2024 $ 450,000 5.000%
2015 300,000 3.000% 2025 470,000 5.000%
2016 310,000 4.000% 2026 495,000 5.000%
2017 320,000 4.000% 2027 520,000 5.000%
2018 335,000 4.000% 2028 550,000 5.000%
2019 350,000 5.000% 2029 575,000 4.000%
2020 370,000 5.000% 2030 595,000 4.000%
2021 385,000 5.000% 2031 620,000 4.125%
2022 405,000 5.000% 2032 650,000 4.250%
2023 425,000 5.000% 2033 675,000 4.250%
The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates initially
issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor, as well as
all other substitute certificates and replacement certificates issued pursuant hereto,and the term"Certificate"
shall mean any of the Certificates.
Section 3. CHARACTERISTICS OF THE CERTIFICATES.
(a) Appointment of Paying Agent/Registrar. The Issuer hereby appoints U.S. Bank National
Association, Dallas, Texas, to serve as paying agent and registrar for the Certificates (the "Paying
Agent/Registrar"). The Mayor or City Manager is authorized and directed to execute 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 in substantially the form presented at this meeting.
(b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept at
the corporate trust office of the Paying Agent/Registrar books or records for the registration of the transfer,
conversion and exchange of the Certificates (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 within three days of presentation in due and proper form. The
Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner
of each Certificate to which payments with respect to the Certificates 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
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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 Certificate or Certificates. Registration
of assignments,transfers,conversions and exchanges of Certificates shall be made in the manner provided and
with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate
shall bear a letter and/or number to distinguish it from each other Certificate.
(c) Authentication. Except as provided in subsection(i)of this section, an authorized representative
of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said
Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so
executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates 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 Certificate or portion thereof,and the Paying Agent/Registrar shall provide for the printing,
execution and delivery of the substitute Certificates in the manner prescribed herein. Pursuant to Subchapter
D, Chapter 1201, Texas Government Code,the duty of conversion and exchange of Certificates as aforesaid
is hereby imposed upon the Paying Agent/Registrar,and,upon the execution of said Certificate,the converted
and exchanged Certificate shall be valid,incontestable,and enforceable in the same manner and with the same
effect as the Certificates which initially were issued and delivered pursuant to this Ordinance,approved by the
Attorney General, and registered by the Comptroller of Public Accounts.
(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this
Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the
Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates,
and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment
of interest on a scheduled payment date,and for thirty(30)days thereafter,a new record date for such interest
payment(a"Special Record Date")will be established by the Paying Agent/Registrar, if and when funds for
the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the
scheduled payment date of the past due interest(which shall be 15 days after the Special Record Date) shall
be sent at least five(5)business days prior to the Special Record Date by United States mail,first class postage
prepaid,to the address of each 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.
(e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the
contrary,the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose
name each Certificate is registered in the Registration Books as the absolute owner of such Certificate for the
purpose of payment of principal and interest with respect to such Certificate, for the purpose of registering
transfers with respect to such Certificate,and for all other purposes whatsoever. The Paying Agent/Registrar
shall pay all principal of and interest on the Certificates 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 Certificates 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
Certificate certificate evidencing the obligation of the Issuer to make payments of principal and interest
pursuant to this Ordinance.
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(f) Paying Agent/Registrar. The Issuer covenants with the registered owners of the Certificates that
at all times while the Certificates are outstanding the Issuer will provide a competent and legally qualified bank,
trust company, financial institution or other agency to act as and perform the services of Paying
Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be one
entity. 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.
(g) Substitute Paving Agent/Registrar. 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 Certificates,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 Certificates,
by United States mail, first-class postage prepaid,which notice also shall give the address of the new Paying
Agent/Registrar.
(g) Book-Entry Only System. The Certificates issued in exchange for the Certificates initially issued
to the purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully
registered Certificate for each of the maturities thereof and the ownership of each such Certificate shall be
registered in the name of Cede&Co., as nominee of The Depository Trust Company of New York("DTC"),
and except as provided in subsections (i) and (j) of this Section, all of the outstanding Certificates shall be
registered in the name of Cede& Co., as nominee of DTC.
(h) Blanket Letter of Representations. 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 Certificates. Notwithstanding anything to the contrary contained herein,
while the Certificates are subject to DTC's Book-Entry Only System and to the extent permitted by law,the
Letter of Representations is hereby incorporated herein and its provisions shall prevail over any other
provisions of this Ordinance in the event of conflict.
(i) Certificates Registered in the Name of Cede & Co. With respect to Certificates 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 Certificates. 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 Certificates, (ii)the delivery to any DTC Participant or any other person, other than
a registered owner of Certificates, as shown on the Registration Books, of any notice with respect to the
Certificates,or(iii)the payment to any DTC Participant or any other person,other than a registered owner of
Certificates, as shown in the Registration Books of any amount with respect to principal of or interest on the
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Certificates. 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.
(j) 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
representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the
Certificates that they be able to obtain certificated Certificates,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 Certificates to such successor securities depository or(ii)notify DTC and DTC
Participants of the availability through DTC of Certificates and transfer one or more separate Certificates to
DTC Participants having Certificates credited to their DTC accounts. In such event,the Certificates 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 Certificates shall designate, in accordance with
the provisions of this Ordinance.
(k) Payments to Cede&Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with
respect to principal of and interest on such Certificate and all notices with respect to such Certificate shall be
made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC.
(1) General Characteristics of the Certificates. The Certificates(i) shall be issued in fully registered
form,without interest coupons,with the principal of and interest on such Certificates to be payable only to the
Registered Owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be converted and exchanged for other Certificates, (v) shall have the
characteristics,(vi)shall be signed,sealed,executed and authenticated,(vii)the principal of and interest on the
Certificates 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 Certificates,all as provided,and in the manner
and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The
Certificates 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 Certificate issued in conversion of and
exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall
execute the Paying Agent/registrar's Authentication Certificate, in the FORM OF CERTIFICATE set forth
in this Ordinance.
(m) Cancellation of Initial Certificate. On the closing date, one initial Certificate representing the
entire principal amount of the Certificates,payable in stated installments to the order of the initial purchaser
of the Certificates or its designee,executed by manual or facsimile signature of the Mayor and City Secretary,
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
Certificate, the Paying Agent/Registrar shall insert the Issuance Date on Certificate No. T-1, cancel each of
the initial Certificates and deliver to The Depository Trust Company("DTC")on behalf of such purchaser one
registered definitive Certificate for each year of maturity of the Certificates,in the aggregate principal amount
of all of the Certificates for such maturity,registered in the name of Cede&Co.,as nominee of DTC. To the
extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an
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agreement between the Paying Agent/Registrar and DTC,the Paying Agent/Registrar shall hold the definitive
Certificates in safekeeping for DTC.
Section 4. FORM OF CERTIFICATES. The form of the Certificates,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 Certificates 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 Certificate.
NO. R- PRINCIPAL
UNITED STATES OF AMERICA
STATE OF TEXAS AMOUNT
CITY OF COPPELL, TEXAS
COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATE OF OBLIGATION
SERIES 2013
Interest Rate Delivery Date Maturity Date CUSIP No.
, 2013 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 the Delivery Date specified above at the Interest Rate per annum specified above.
Interest is payable on February 1, 2014, 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 Certificate 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 Certificate or
Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this
Certificate shall bear interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Certificate shall be
paid to the registered owner hereof upon presentation and surrender of this Certificate 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 Certificate. The payment of interest
on this Certificate shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest
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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
Certificate(the"Certificate 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 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 Certificate
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 Certificate prior to
maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this
Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar.
The Issuer covenants with the registered owner of this Certificate that on or before each principal payment date,
interest payment date,and accrued interest payment date for this Certificate it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts
required to provide for the payment, in immediately available funds, of all principal of and interest on the
Certificates, when due.
IF THE DATE for the payment of the principal of or interest on this Certificate 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 CERTIFICATE is one of a series of Certificates dated July 1, 2013,authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of$9,095,000 for paying all or
a portion of the Issuer's contractual obligations to be incurred in connection with constructing and improving
streets and roads including related drainage, signalization, landscaping, lighting, utility relocation and
replacement, on street parking, bridges and signage, and acquisition of land and interests in land for such
projects; and paying legal, fiscal, engineering and architectural fees in connection with these projects.
ON FEBRUARY 1,2023,or any date thereafter,the certificates of this series 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 Certificates, or portions thereof, to be redeemed
shall be selected and designated by the Issuer(provided that a portion of a Certificate 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.
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AT LEAST 30 days prior to the date fixed for any redemption of Certificates 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 Certificate to be redeemed at its address as it appeared on the 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 Certificate. By the date fixed for any such redemption due provision
shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the
Certificates 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 Certificates 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 Certificate shall be redeemed, a substitute
Certificate or Certificates having the same maturity date,bearing interest at the same rate,in any denomination
or denominations in any integral multiple of$5,000, at the written request of the registered owner, and in
aggregate principal amount equal to the unredeemed portion thereof,will be issued to the registered owner upon
the surrender thereof for cancellation,at the expense of the Issuer,all as provided in the Certificate 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 Certificates 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, 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 CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates,without
interest coupons, in the denomination of any integral multiple of$5,000. As provided in the Certificate
Ordinance,this Certificate 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
certificates, 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 Certificate to the Paying Agent/Registrar for cancellation,all in accordance with the form and
procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer,
this Certificate 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 Certificate or any portion or portions hereof in any integral multiple of$5,000
to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is
or are to be registered. The form of Assignment printed or endorsed on this Certificate may be executed by
the registered owner to evidence the assignment hereof,but such method is not exclusive,and other instruments
of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this
Certificate 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 Certificate 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
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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 Certificate 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 Certificates is changed by the Issuer,resigns,or
otherwise ceases to act as such, the Issuer has covenanted in the Certificate 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 Certificates.
IT IS HEREBY certified, recited and covenanted that this Certificate 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 Certificate have been performed,
existed and been done in accordance with law; that annual ad valorem taxes sufficient to provide for the
payment of the interest on and principal of this Certificate, 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, and that this Certificate is additionally secured
by and payable from a limited pledge of the 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 revenue bonds or other obligations (now or hereafter
outstanding)which are payable from all or any part of the net revenues of the Issuer's waterworks and sewer
system, all as provided in the Certificate Ordinance.
THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate 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 Certificates.
BY BECOMING the registered owner of this Certificate,the registered owner thereby acknowledges
all of the terms and provisions of the Certificate Ordinance,agrees to be bound by such terms and provisions,
acknowledges that the Certificate 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 and
the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or
facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, by the Major 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 Certificate.
(signature) (signature)
City Secretary Mayor
(SEAL)
9
(b) Form of Paving Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Certificate 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 has been issued under the provisions of the Certificate
Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or
replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates 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 Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints
,attorney,to register the transfer of
the within Certificate 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 with
eligible guarantor institution participating in a the name of the registered owner as it appears upon
securities transfer association recognized signature the front of this Certificate in every particular,
guarantee program. without alteration or enlargement or any change
whatsoever.
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(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Certificate has been examined, certified as to validity and approved by the
Attorney General of the State of Texas, and that this Certificate 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)
(e) Initial Certificate Insertions.
(i) The initial Certificate shall be in the form set forth is paragraph(a)of this Section,except
that:
A. immediately under the name of the Certificate,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 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 the Delivery Date specified above, at the respective Interest Rate per
annum specified above. Interest is payable on February 1, 2014, 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 Certificate 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 Certificate or Certificates, if any, for which this Certificate is
being exchanged is due but has not been paid,then this Certificate shall bear interest from the date to which
such interest has been paid in full."
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C. The Initial Certificate shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES.
(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 Certificates. All amounts received from the sale of the Certificates 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 Certificates shall be deposited, as collected,to the credit of said Interest
and Sinking Fund. During each year while any of said Certificates 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 Certificates as such interest comes due, and
to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such principal
matures (but never less than 2%of the original amount of said Certificates 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 while any of said
Certificates 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 Certificates, as such interest comes due and such
principal matures, are hereby pledged for such payment, within the limit prescribed by law.
(b) The Certificates are additionally secured by revenues of the Issuer's waterworks and sewer system
that remain after the payment of all maintenance and operation expenses thereof, and all debt service,reserve
and other requirements in connection with all of the Issuer's revenue obligations(now or hereafter outstanding)
which are payable from all or any part of the net revenues of the Issuer's waterworks and sewer system,
constituting"Surplus Revenues",not to exceed$1,000. The Issuer shall deposit such Surplus Revenues to the
credit of the Interest and Sinking Fund created pursuant to this Section, to the extent necessary to pay the
principal and interest on the Certificates. If Surplus Revenues or other lawfully available moneys of the Issuer
are actually 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 subsection(a)of this Section may be reduced to the extent and by the amount of the Surplus
Revenues or other lawfully available funds then on deposit in the Interest and Sinking Fund.
(c) Article 1208, Government Code, applies to the issuance of the Certificates and the pledge of the
taxes and Surplus Revenues 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 Certificates are
outstanding and unpaid,the result of such amendment being that the pledge of the taxes and Surplus Revenues
granted by the Issuer under this Section and Section 9, respectively, 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 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.
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Section 6. DEFEASANCE OF CERTIFICATES.
(a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer
outstanding(a"Defeased Certificate")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, 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 Certificates shall have
become due and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder,
as aforesaid, such Certificate and the interest thereon shall no longer be secured by,payable from,or entitled
to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding any
other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem
Defeased Certificates that is made in conjunction with the payment arrangements specified in subsection 6(a)(i)
or(ii)shall not be irrevocable,provided that: (1)in the proceedings providing for such payment arrangements,
the Issuer expressly reserves the right to call the Defeased Certificates for redemption; (2)gives notice of the
reservation of that right to the owners of the Defeased Certificates 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 Certificates and interest thereon,with respect to which such money has been so deposited,shall
be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement
pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Certificates
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
6(a)(i)or(ii). All income from such Defeasance Securities received by the Paying Agent/Registrar which is
not required for the payment of the Defeased Certificates, 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 any securities and obligations now or hereafter authorized
by State law that are eligible to refund, retire or otherwise discharge obligations such as the Certificates.
(d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not
been defeased,and the Issuer shall make proper arrangements to provide and pay for such services as required
by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Certificates of
a maturity,the Paying Agent/Registrar shall select,or cause to be selected,such amount of Certificates by such
random method as it deems fair and appropriate.
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Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES.
(a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new
certificate of the same principal amount, maturity and interest rate, as the damaged,mutilated, lost, stolen or
destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided.
(b) Application for Replacement Certificates. Application for replacement of damaged, mutilated,
lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the Paying
Agent/Registrar. In every case of loss,theft or destruction of a Certificate,the registered owner applying for
a replacement certificate 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 Certificate,the registered owner shall furnish to
the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss,theft or destruction of
such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the registered
owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this , in the event any such
Certificate 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 Certificate,the Issuer may authorize the payment
of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of
issuing a replacement Certificate,provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement certificate,
the Paying Agent/Registrar shall charge the registered owner of such Certificate with all legal, printing, and
other expenses in connection therewith. Every replacement certificate issued pursuant to the provisions of this
Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual
obligation of the Issuer whether or not the lost, stolen or destroyed Certificate 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 duly issued under this Ordinance.
(e) Authority for Issuing Replacement Certificates. In accordance with Sec. 1206.022,Government
Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement
certificate 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 is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form
and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificates issued in
conversion and exchange for other Certificates.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; 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 Certificates initially issued and
delivered hereunder and all necessary records and proceedings pertaining to the Certificates 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
Certificates said Comptroller of Public Accounts(or a deputy designated in writing to act for said Comptroller)
14
shall manually sign the Comptroller's Registration Certificate attached to such Certificates,and the seal of said
Comptroller shall be impressed,or placed in facsimile,on such Certificate. 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
Certificates 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 Certificates. In addition, if bond
insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Certificates 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
Certificates to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection
with issuance, sale and delivery of the Certificates 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 or the City Manager, and the
Mayor or the City Manager is hereby authorized to execute such engagement letter.
Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
CERTIFICATES.
(a) Covenants. The Issuer covenants to take any action necessary to assure,or refrain from any action
that would adversely affect, the treatment of the Certificates as obligations 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
Certificates(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 respect to
such private business use, do not, under the terms of this Ordinance or any underlying arrangement,
directly or indirectly,secure or provide for the payment of more than 10 percent of the debt service on
the Certificates, in contravention of section 141(b)(2)of the Code;
(2) to take any action to assure that in the event that the "private business use"described in
subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates 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 Certificates (less amounts deposited into a reserve fund, if any)is
directly or indirectly used to finance loans to persons, other than state or local governmental units, in
contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Certificates being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Certificates being "federally
guaranteed" within the meaning of section 149(b) of the Code;
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(6) to refrain from using any portion of the proceeds of the Certificates,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, other than investment property acquired with—
(A) proceeds of the Certificates invested for a reasonable temporary period of 3 years
or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds
are needed for the purpose for which the Certificates 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 Certificates;
(7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as
proceeds of the Certificates,as may be necessary,so that the Certificates 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);
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Certificates)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 Certificates 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;
and
(9)to assure that the proceeds of the Certificates will be used solely for new money projects.
(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 holders of the Certificates. The
Rebate Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants(a)(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 Certificates. It is the understanding of the Issuer that the covenants contained herein are
intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated
that modify or expand provisions of the Code,as applicable to the Certificates,the Issuer will not be required
to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of
interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated that impose additional requirements applicable to the Certificates,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 under section 103 of the
Code. In furtherance of such intention,the Issuer hereby authorizes and directs the Mayor,the City Manager
16
or 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 Certificates.
(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 are completed. The foregoing notwithstanding,
the Issuer shall not expend proceeds of the sale of the Certificates or investment earnings thereon more than
60 days after the earlier of(1) the fifth anniversary of the delivery of the Certificates, or (2) the date the
Certificates 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 Certificates 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 Certificates. 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.
(f) Adoption of Written Procedures for Federal Tax Law Compliance. Unless superseded by another
action of the Issuer,to ensure compliance with the covenants contained herein regarding private business use,
remedial actions,arbitrage and rebate,the Issuer hereby adopts and establishes the instructions attached hereto
as Exhibit A as its written procedures.
Section 10. SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT;
FURTHER PROCEDURES.
(a) The Certificates are hereby sold and shall be delivered to RBC Capital Markets,LLC and BOSC,
Inc. (the "Underwriters") for the purchase price of $9,616,632.73 (representing the par amount of the
Certificates of$9,095,000.00,plus net reoffering premium of$582,530.20 and less an Underwriters'discount
on the Certificates of$60,897.47), pursuant to the terms and provisions of a Purchase Agreement with the
Underwriters. It is hereby officially found, determined, and declared that the Certificates have been sold
pursuant to the terms and provisions of a Purchase Agreement in substantially the form presented at this
meeting, which the Mayor of the Issuer is hereby authorized and directed to execute. It is hereby officially
found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable.
The Initial Certificate shall be registered in the name of RBC Capital Markets, LLC or its designee.
(b) The Issuer hereby approves the form and content of the Official Statement relating to the
Certificates and any addenda,supplement or amendment thereto,and approves the distribution of such Official
Statement in the reoffering of the Certificates by the Purchaser in final form, with such changes therein or
additions thereto as the officer executing the same may deem advisable,such determination to be conclusively
17
evidenced by his execution thereof. The distribution and use of the Preliminary Official Statement dated July
2, 2013, prior to the date hereof is hereby ratified and confirmed.
(c) The Mayor and Mayor Pro Tern,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 on behalf of the Issuer such documents,certificates and 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 Certificates, the sale of the Certificates and the Official Statement. In case any officer whose signature
shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such
signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained
in office until such delivery.
Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived
from the investment of proceeds from the sale of the Certificates shall be used along with other certificate
proceeds for the 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 certificate proceeds that are required to be rebated to the
United States of America pursuant to Section 9 hereof in order to prevent the Certificates 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 2013 Certificate of Obligation Construction Fund" for use by the Issuer for
payment of all lawful costs associated with the Projects as hereinbefore provided. Proceeds of the Certificates,
shall be deposited into the Construction Fund, other than amounts paid at closing for issuance costs. Upon
payment of all such Project 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 place proceeds of the Certificates (including investment earnings thereon) 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 Certificates will be used as soon as practicable for the purposes for which
the Certificates 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.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
18
•
"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 six months after the end of each fiscal year, 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 B hereto. Any financial
statements so to be provided shall be (1) prepared in accordance with the accounting principles
described in the financial statements of the Issuer appended to the Official Statement, 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
information 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 Certificates, if such event is material within the meaning of the
federal securities laws:
1. Non-payment related defaults;
2. Modifications to rights of Certificateholders;
3. Certificate calls;
4. Release, substitution, or sale of property securing repayment of the Certificates;
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 Certificates, 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 status of the Certificates, or
other material events affecting the tax status of the Certificates;
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
Certificates 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 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 Certificates, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information,operating data,financial statements,and notices
which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to
provide any other information that may be relevant or material to a complete presentation of the
Issuer's financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise,except as expressly provided herein. The Issuer
does not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Certificates at any future date.
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(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER
PERSON,IN CONTRACT OR TORT,FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE ISSUER,WHETHER NEGLIGENT OR WITHOUT FAULT ON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION,BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under 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 Certificates 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 Certificates in the primary offering of the Certificates 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 Certificates 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 Certificates. 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 in the primary offering of the Certificates. 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
21
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 Certificates aggregating in principal
amount 51% of the aggregate principal amount of then outstanding Certificates 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 Certificates,nothing herein contained shall permit
or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Certificates
so as to:
(1) Make any change in the maturity of any of the outstanding Certificates;
(2) Reduce the rate of interest borne by any of the outstanding Certificates;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any
outstanding Certificates;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Certificates 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 Certificates
necessary for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under subsection(b)of this Section,
the Issuer shall send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed
amendment. Such 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 Certificates.
(d) Whenever at any time within six months from the date of the mailing 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 Certificates 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 Certificates shall
thereafter be determined, exercised, and enforced, subject in all respects to such amendment.
(f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be
irrevocable for a period of six months from the date of the mailing of the notice provided for in this Section,
and shall be conclusive and binding upon all future holders of the same Certificate during such period. Such
consent may be revoked at any time after six months from the date of the mailing 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 Certificates then outstanding,
have, prior to the attempted revocation, consented to and approved the amendment.
22
(g) For the purposes of establishing ownership of the Certificates,the Issuer shall rely solely upon the
registration of the ownership of such Certificates on the registration books kept by the Paying Agent/Registrar.
Section 15. APPROPRIATION. To pay the debt service coming due on the Certificates prior to
receipt of the taxes levied to pay such debt service,if any,there is hereby appropriated from current funds on
hand,which are hereby certified to be on hand and available for such purpose,an amount,which together with
capitalized interest received from the sale of the Certificates, will be sufficient to pay such debt service, and
such amount shall be used for no other purpose.
Section 16. USE OF PREMIUM. The Certificates are being sold at a net premium equal to
$582,530.20. With respect to such premium, $150,897.47 shall be used to pay costs of issuance (including
Underwriters' discount),$430,000.00 shall be deposited into the Construction Fund and $1,632.73 shall be
deposited into the Interest and Sinking Fund.
Section 17. 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.
Section 18. 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.
(Execution Page Follows)
23
DULY PASSED by the City Council of the City of Coppell, Texas this the 9TH day of July, 2013.
APPRO ' D:
• 4Y`i
' N ELBO H T, MAYOR
ATTEST:
4/0" .-,ice,
zdr
HRISTEL PETT •S, ITY SECRET '
[CITY SEAL]
Signature Page to Ordinance No.
•
EXHIBIT A
Written Procedures Relating to Continuing Compliance With Federal Tax Covenants
These procedures,together with any federal tax certifications,provisions included in the authorizing document
(the "Bond Ordinance") with respect to the issuance and sale of Obligations (as defined below), letters of
instructions and/or memoranda from bond counsel and any attachments thereto (the "Closing Documents"),
are intended to assist the Issuer in complying with federal guidelines related to the issuance of any tax-exempt
debt such as the Bonds (the "Obligations").
A. Arbitrage Compliance. Federal income tax laws generally restrict the ability to earn arbitrage in
connection with the Obligations. The Responsible Person (as defined below) will review the Closing
Documents periodically(at least once a year)to ascertain if an exception to arbitrage compliance applies.
Procedures applicable to Obligations issued for construction and acquisition purposes. With respect
to the investment and expenditure of the proceeds of the Obligations that are issued to finance public
improvements or to acquire land or personal property,the Issuer's chief financial officer(such officer,together
with other employees of the Issuer who report to such officer, is collectively,the "Responsible Person")will:
1. Instruct the appropriate person who is primarily responsible for the construction,renovation
or acquisition of the facilities financed with the Obligations (the "Project")that(i) binding
contracts for the expenditure of at least 5%of the proceeds of the Obligations are entered into
within 6 months of the date of closing of the Obligations (the "Issue Date") and that (ii)the
Project must proceed with due diligence;
2. Monitor that at least 85%of the proceeds of the Obligations to be used for the construction,
renovation or acquisition of the Project are expended within 3 years of the Issue Date;
3. Monitor the yield on the investments purchased with proceeds of the Obligations and restrict
the yield of such investments to the yield on the Obligations after 3 years of the Issue Date;
4. Monitor all amounts deposited into a sinking fund or funds pledged(directly or indirectly)to
the payment of the Obligations, such as the Interest and Sinking Fund, to assure that the
maximum amount invested within such applicable fund at a yield higher than the yield on the
Obligations does not exceed an amount equal to the debt service on the Obligations in the
succeeding 12 month period plus a carryover amount equal to one-twelfth of the principal and
interest payable on the Obligations for the immediately preceding 12-month period; and
5. Ensure that no more than 50%of the proceeds of the Obligations are invested in an investment
with a guaranteed yield for 4 years or more.
Procedures applicable to Obligations with a debt service reserve fund. In addition to the foregoing,
if the Issuer issues Obligations that are secured by a debt service reserve fund, the Responsible Person will
assure that the maximum amount of any reserve fund for the Obligations invested at a yield higher than the
yield on the Obligations will not exceed the lesser of(1) 10%of the principal amount of the Obligations, (2)
125%of the average annual debt service on the Obligations measured as of the Issue Date,or(3) 100%of the
maximum annual debt service on the Obligations as of the Issue Date.
A-1
Procedures applicable to Escrow Accounts for Refunding Issues. In addition to the foregoing, if the
Issuer issues Obligations and proceeds are deposited to an escrow fund to be administered pursuant to the terms
of an escrow agreement,the Responsible Person will:
1. Monitor the actions of the escrow agent to ensure compliance with the applicable provisions
of the escrow agreement, including with respect to reinvestment of cash balances;
2. Contact the escrow agent on the date of redemption of obligations being refunded to ensure
that they were redeemed; and
3. Monitor any unspent proceeds of the refunded obligations to ensure that the yield on any
investments applicable to such proceeds are invested at the yield on the applicable obligations
or otherwise applied (see Closing Documents).
Procedures applicable to all Tax-exempt Obligation Issues. For all issuances of Obligations, the
Responsible Person will:
1. Maintain any official action of the Issuer (such as a reimbursement resolution) stating the
Issuer's intent to reimburse with the proceeds of the Obligations any amount expended prior
to the Issue Date for the acquisition, renovation or construction of the facilities;
2. Ensure that the applicable information return (e.g., IRS Form 8038-G, 8038-GC, or any
successor forms) is timely filed with the IRS; and
3. Assure that, unless excepted from rebate and yield restriction under section 148(f) of the
Code,excess investment earnings are computed and paid to the U.S.government at such time
and in such manner as directed by the IRS (i) at least every 5 years after the Issue Date and
(ii)within 30 days after the date the Obligations are retired.
B. Private Business Use. Generally, to be tax-exempt, only an insignificant amount of the proceeds of
each issue of Obligations can benefit(directly or indirectly)private businesses. The Responsible Persons will
review the Closing Documents periodically (at least once a year) for the purpose of determining that the use
of the facilities financed or refinanced with the proceeds of the Obligations (the "Project") do not violate
provisions of federal tax law that pertain to private business use. In addition, the Responsible Persons will:
1. Develop procedures or a"tracking system"to identify all property financed with tax-exempt
debt;
2. Monitor and record the date on which the Project is substantially complete and available to
be used for the purpose intended;
3. Monitor and record whether, at any time the Obligations are outstanding, any person, other
than the Issuer,the employees of the Issuer,the agents of the Issuer or members of the general
public has any contractual right (such as a lease, purchase, management or other service
agreement)with respect to any portion of the facilities;
A-2
4. Monitor and record whether, at any time the Obligations are outstanding, any person, other
than the Issuer,the employees of the Issuer,the agents of the Issuer or members of the general
public has a right to use the output of the facilities (e.g., water,gas, electricity);
5. Monitor and record whether, at any time the Obligations are outstanding, any person, other
than the Issuer,the employees of the Issuer,the agents of the Issuer or members of the general
public has a right to use the facilities to conduct or to direct the conduct of research;
6. Monitor and record whether, at any time the Obligations are outstanding, any person, other
than the Issuer,has a naming right for the facilities or any other contractual right granting an
intangible benefit;
7. Monitor and record whether,at any time the Obligations are outstanding,the facilities are sold
or otherwise disposed of; and
8. Take such action as is necessary to remediate any failure to maintain compliance with the
covenants contained in the Bond Ordinance related to the public use of the Project.
C. Record Retention. The Responsible Person will maintain or cause to be maintained all records relating
to the investment and expenditure of the proceeds of the Obligations and the use of the facilities financed or
refinanced thereby for a period ending three (3) years after the complete extinguishment of the Obligations.
If any portion of the Obligations is refunded with the proceeds of another series of tax-exempt Obligations,
such records shall be maintained until the three (3) years after the refunding Obligations are completely
extinguished. Such records can be maintained in paper or electronic format.
D. Responsible Persons. Each Responsible Person shall receive appropriate training regarding the Issuer's
accounting system, contract intake system, facilities management and other systems necessary to track the
investment and expenditure of the proceeds and the use of the Project financed or refinanced with the proceeds
of the Obligations. The foregoing notwithstanding,each Responsible Person shall report to the Board whenever
experienced advisors and agents may be necessary to carry out the purposes of these instructions for the
purpose of seeking Board approval to engage or utilize existing advisors and agents for such purposes.
A-3
•
EXHIBIT B
Annual Financial Statements and Operating Data
The following information is referred to in Section 13(b)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 information 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 above.
B-1