OR 2013-1348 GO Refunding Bonds Series 2013 ORDINANCE NO. AI 3- 134 8
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF COPPELL, TEXAS GENERAL
OBLIGATION REFUNDING BONDS,SERIES 2013,LEVYING AN ANNUAL AD VALOREM TAX
AND PROVIDING FOR THE PAYMENT OF SAID BONDS; APPROVING AN OFFICIAL
STATEMENT; PROVIDING AN EFFECTIVE DATE AND ENACTING OTHER PROVISION
RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTIES OF DALLAS AND DENTON §
CITY OF COPPELL §
WHEREAS,certain previously issued and outstanding obligations of the City of Coppell,Texas(the
"Issuer") described in Schedule I attached hereto and incorporated herein (collectively, the "Refunded
Obligations") are intended to be and shall be refunded pursuant to this Ordinance;
WHEREAS,Chapter 1207,Texas Government Code,authorizes the Issuer to issue refunding bonds
and to deposit the proceeds from the sale thereof,together with any other available funds or resources,directly
with a paying agent for the Refunded Obligations or a trust company or commercial bank that does not act as
a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment
dates of the Refunded Obligations,shall constitute the making of firm banking and financial arrangements for
the discharge and final payment of the Refunded Obligations;
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an
escrow or similar agreement with such paying agent for the Refunded Obligations or trust company or
commercial bank with respect to the safekeeping, investment,reinvestment,administration and disposition of
any such deposit,upon such terms and conditions as the Issuer and such paying agent or trust company or
commercial bank may agree;
WHEREAS,U.S.Bank National Association,is a paying agent for the Refunded Obligations,and the
Escrow Agreement, wherein U.S. Bank National Association is the Escrow Agent, hereinafter authorized
constitutes an escrow agreement of the kind authorized and permitted by said Chapter 1207;
WHEREAS,the City Council hereby fords and declares a public purpose and it is in the best interests
of the Issuer to refund the Refunded Obligations in order to produce a debt service savings and to restructure
the Issuer's outstanding debt service to enable the Issuer to fund needed capital improvements, and that such
refunding will result in a present value debt service savings of approximately$610,587 and an actual debt
service savings of$719,193 to the Issuer;
WHEREAS,all the Refunded Obligations mature or are subject to redemption prior to maturity within
20 years of the date of the bonds hereinafter authorized;
WHEREAS, the Bonds hereinafter authorized to be issued and are to be issued, sold and delivered
pursuant to the general laws of the State of Texas, including Texas Government Code, Chapter 1207, as
amended; and
WHEREAS,it is officially found,determined,and declared that the meeting at which this Ordinance
has been adopted was open to the public and public notice of the time,place and subject matter of the public
business to be considered and acted upon at said meeting,including this Ordinance,was given,all as required
by the applicable provisions of Texas Government Code, Chapter 551;Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS:
Section 1. RECITALS,AMOUNT AND PURPOSE OF THE BONDS. The recitals set forth in the
preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section.
The bonds of the City of Coppell,Texas(the"Issuer")are hereby authorized to be issued and delivered in the
aggregate principal amount of$7,660,000 for the purpose of refunding certain outstanding obligations of the
Issuer described in the preamble hereto and to pay the costs incurred in connection with the issuance of the
Bonds.
Section 2. DESIGNATION,DATE,DENOMINATIONS,NUMBERS,AND MATURITIES AND
INTEREST RATES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY
OF COPPELL,TEXAS GENERAL OBLIGATION REFUNDING BOND,SERIES 2013,"and initially there
shall be issued,sold,and delivered hereunder one fully registered bond,without interest coupons,dated July 1,
2013, in the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with
bonds issued in replacement thereof being in the denominations and principal amounts hereinafter stated and
numbered consecutively from R-1 upward,payable to the respective Registered Owners thereof(with the initial
bond being made payable to the initial purchaser as described in Section 10 hereof), or to the registered
assignee or assignees of said bonds or any portion or portions thereof(in each case,the"Registered Owner"),
and said bonds shall mature and be payable serially on February 1 in each of the years and in the principal
amounts, respectively, and shall bear interest from the dates set forth in the FORM OF BOND set forth in
Section 4 of this Ordinance to their respective dates of maturity or redemption prior to maturity at the rates per
annum, as set forth in the following schedule:
Principal Interest Principal Interest
Years Amount Rates Years Amount Rates
2015 $ 625,000 3.000% 2020 $ 775,000 5.000%
2016 650,000 4.000% 2021 810,000 5.000%
2017 675,000 4.000% 2022 855,000 5.000%
2018 700,000 4.000% 2023 895,000 5.000%
2019 735,000 5.000% 2024 940,000 5.000%
Section 3. CHARACTERISTICS OF THE BONDS.
(a) Appointment of Paving Agent/Registrar. The Issuer hereby appoints U.S. Bank National
Association, Dallas, Texas, to serve as paying agent and registrar for the Bonds (the "Paying
Agent/Registrar"). The Mayor or City Manager is authorized and directed to execute and deliver in the name
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 Bonds (the "Registration Books"),and the Issuer hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations
of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying
2
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 Bond to which payments with respect to the Bonds shall be mailed, as herein provided;but it shall be
the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given.
The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar,but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and,
unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay
the Paying Agent/Registrar's standard or customary fees and charges for making such registration,transfer,
conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers,
conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the
FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
(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 Bond,date and manually sign said Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange.
No additional ordinances,orders or resolutions need be passed or adopted by the governing body of the Issuer
or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion
thereof,and the Paying Agent/Registrar shall provide for the printing,execution and delivery of the substitute
Bonds in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201,Texas Government Code,
the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar,
and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Bonds 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 Bonds, 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 Bonds, and of all conversions and exchanges of Bonds, and all
replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on
a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment(a
"Special Record Date")will be established by the Paying Agent/Registrar,if and when funds for the payment
of such interest have been received from the Issuer. Notice of the 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 Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose
of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
principal of and interest on the Bonds only to or upon the order of the registered owners, as shown in the
3
Registration Books as provided in this Ordinance,or their respective attorneys duly authorized in writing,and
all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect
to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other
than a registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the
obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance.
(f) Paying Agent/Registrar. The Issuer covenants with the registered owners of the Bonds that at all
times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust
company,financial institution or other agency to act as and perform the services of Paying Agent/Registrar for
the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. 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 Paying 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 Bonds, to the new Paying Agent/Registrar designated and
appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds,by
United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar.
(g) Book-Entry Only System. The Bonds issued in exchange for the Bonds initially issued to the
purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully registered
Bond for each of the maturities thereof and the ownership of each such Bond 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 Bonds 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 Bonds. Notwithstanding anything to the contrary contained herein,while
the Bonds 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) Bonds Registered in the Name of Cede & Co. With respect to Bonds registered in the name of
Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation to any securities brokers and dealers,banks,trust companies,clearing corporations and certain other
organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the
clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom
such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence,
the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the
4
accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest
in the Bonds, (ii)the delivery to any DTC Participant or any other person, other than a registered owner of
Bonds,as shown on the Registration Books,of any notice with respect to the Bonds,or(iii)the payment to any
DTC Participant or any other person, other than a registered owner of Bonds, as shown in the Registration
Books of any amount with respect to principal of or interest on the Bonds. 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 Bonds
that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository,
qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify
DTC and DTC Participants ofthe appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event,the Bonds shall no longer be restricted to being registered in
the Registration Books in the name of Cede&Co.,as nominee of DTC,but may be registered in the name of
the successor securities depository,or its nominee,or in whatever name or names registered owners transferring
or exchanging Bonds 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 Bond is registered in the name of Cede&Co.,as nominee of DTC, all payments with respect
to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the manner provided in the representation letter of the Issuer to DTC.
(I) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully registered form,
without interest coupons,with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof,(ii)may and shall be redeemed prior to their scheduled maturities,(iii)may be transferred and
assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall
be signed, sealed,executed and authenticated, (vii)the principal of and interest on the Bonds shall be payable,
and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and
responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or
indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered
pursuant to this Ordinance is not required to be,and shall not be,authenticated by the Paying Agent/Registrar,
but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this
Ordinance the Paying Agent/Registrar shall execute the Paying Agent/registrar's Authentication Bond, in the
FORM OF BOND set forth in this Ordinance.
(m) Cancellation of Initial Bond. On the closing date,one initial Bond representing the entire principal
amount of the Bonds, payable in stated installments to the order of the initial purchaser of the Bonds or its
designee,executed by manual or facsimile signature of the President and Secretary of the Board,approved by
the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of
the State of Texas,will be delivered to such purchaser or its designee. Upon payment for the initial Bond,the
Paying Agent/Registrar shall insert the Issuance Date on Bond No. T-1, cancel each of the initial Bonds and
deliver to The Depository Trust Company("DTC")on behalf of such purchaser one registered definitive Bond
5
for each year of maturity of the Bonds,in the aggregate principal amount of all of the Bonds 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 agreement between the Paying Agent/Registrar
and DTC, the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate,the form of Assignment and the form of Registration Certificate
of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and
delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate
variations, omissions or insertions as are permitted or required by this Ordinance.
(a) Form of Bond.
NO. R- PRINCIPAL
UNITED STATES OF AMERICA
STATE OF TEXAS AMOUNT
CITY OF COPPELL, TEXAS
GENERAL OBLIGATION REFUNDING BOND
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 Bond is required to
be authenticated and the date of its authentication is later than the first Record Date(hereinafter defined),such
Principal Amount shall bear interest from the interest payment date next preceding the date of authentication,
unless such date of authentication is after any Record Date but on or before the next following interest payment
date, in which case such principal amount shall bear interest from such next following interest payment date;
provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for
which this Bond is being exchanged is due but has not been paid,then this Bond shall bear interest from the
date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United
States of America, without exchange or collection charges. The principal of this Bond shall be paid to the
registered owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for
its redemption prior to maturity, at the principal corporate trust office of U.S. Bank National Association,
6
•
Dallas,Texas,which is the"Paying Agent/Registrar"for this Bond. The payment of interest on this Bond shall
be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check
or draft,dated as of such interest payment date, drawn by the Paying Agent/Registrar on,and payable solely
from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond
Ordinance")to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and
such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage
prepaid,on each such interest payment date,to the registered owner hereof,at its address as it appeared on the
fifteenth day of the month preceding each such date(the"Record Date")on the Registration Books kept by the
Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
In the event of a non-payment of interest on a scheduled payment date,and for 30 days thereafter,a new record
date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar,
if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special
Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the
Special Record Date)shall be sent at least five business days prior to the Special Record Date by United States
mail,first-class postage prepaid,to the address of each owner of a Bond appearing on the Registration Books
at the close of business on the last business day next preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity
as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for
redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer
covenants with the registered owner of this Bond that on or before each principal payment date, interest
payment date, and accrued interest payment date for this Bond it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance,the amounts required
to provide for the payment, in immediately available funds,of all principal of and interest on the Bonds,when
due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust
office of the Paying Agent/Registrar is located are authorized by law or executive order to close,then the date
for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day
on which banking institutions are authorized to close;and payment on such date shall have the same force and
effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated July 1, 2013, authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of$7,660,000 for the public purposes of
refunding certain outstanding obligations of the Issuer and to pay the costs incurred in connection with the
issuance of the Bonds.
ON FEBRUARY 1, 2023, or any date thereafter,the Bonds 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 Bonds,or portions thereof,to be redeemed shall be selected
and designated by the Issuer(provided that a portion of a Bond may be redeemed only in an integral multiple
of$5,000),at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date
fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to
maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail,
7
first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption,to the registered
owner of each Bond to be redeemed at its address as it appeared on the on the 45th day prior to such
redemption date;provided,however,that the failure of the registered owner to receive such notice,or any defect
therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for
the redemption of any Bond. By the date fixed for any such redemption due provision shall be made with the
Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof that
are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is
made, all as provided above,the Bonds or portions thereof that are to be so redeemed thereby automatically
shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date
fixed for redemption, and they shall not be regarded as being outstanding except for the right of the registered
owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such
payment. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity
date,bearing interest at the same rate,in any denomination or denominations in any integral multiple of$5,000,
at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed
portion thereof,will be issued to the registered owner upon the surrender thereof for cancellation,at the expense
of the Issuer, all as provided in the Bond Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been
deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is
subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow
agent at or prior to the redemption date, and such notice shall be of no effect unless such moneys are so
deposited on or prior to the redemption date. If such redemption is not effectuated,the Paying Agent/Registrar
shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that
such moneys were not so received and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons,in the denomination of any integral multiple of$5,000. As provided in the Bond Ordinance,this Bond
may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred,
converted into and exchanged for a like aggregate principal amount of fully registered Bonds,without interest
coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the
same denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this Bond to the
Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond
Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar,together with proper instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar,evidencing assignment of this Bond or any
portion or portions hereof in any integral multiple of$5,000 to the assignee or assignees in whose name or
names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment
printed or endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof,
but such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from
time to time by the registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and
charges for assigning,transferring,converting and exchanging any Bond or portion thereof will be paid by the
Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall
be paid by the one requesting such assignment,transfer, conversion or exchange, as a condition precedent to
the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer,
conversion,or exchange(i)during the period commencing with the close of business on any Record Date and
8
ending with the opening of business on the next following principal or interest payment date,or(ii)with respect
to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its
redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such,the Issuer has covenanted in the Bond Ordinance that it promptly will appoint
a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the
registered owners of the Bonds.
IT IS HEREBY certified,recited and covenanted that this Bond has been duly and validly authorized,
issued and delivered;that all acts, conditions and things required or proper to be performed,exist and be done
precedent to or in the authorization,issuance and delivery of this Bond have been performed,existed and been
done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the
interest on and principal of this Bond,as such interest comes due and such principal matures,have been levied
and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment,
within the limit prescribed by law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein,and
under some (but not all) circumstances amendments thereto must be approved by the registered owners of a
majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the registered owner of this Bond,the registered owner thereby acknowledges all of
the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and
records of the governing body of the Issuer,and agrees that the terms and provisions of this Bond and the Bond
Ordinance constitute a contract between each registered owner hereof and the Issuer.
IN WITNESS WHEREOF,the Issuer has caused this Bond to be signed with the manual or facsimile
signature of the Mayor of the Issuer(or in the Mayor's absence, by the Mayor Pro-Tem) and countersigned
with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of
the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature) (signature)
City Secretary Mayor
(SEAL)
(b) Form of Paving Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in
exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series that originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of
Texas.
9
•
Dated: U.S. BANK NATIONAL ASSOCIATION
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
(c) Form of Assignment.
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
,attorney,to register the transfer of
the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an NOTICE:The signature above must correspond 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 Bond in every particular, without
guarantee program. alteration or enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
. I hereby certify that this Bond has been examined,certified as to validity and approved by the Attorney
General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts
of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts ofthe State of Texas
(COMPTROLLER'S SEAL)
10
(e) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is paragraph(a)of this Section,except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below"and"CUSIP No.
" shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF COPPELL, TEXAS, in Dallas and Denton Counties,Texas (the"Issuer"),being a political
subdivision and municipal corporation of the State of Texas,hereby promises to pay to the Registered Owner
specified above,or registered assigns(hereinafter called the"Registered Owner"),on February 1 in each of the
years, in the principal installments and bearing interest at the per annum rates set forth in the following
schedule:
Years Principal Installments Interest Rates
(Information from Section 2 to be inserted)
The Issuer promises to pay interest on the unpaid principal amount hereof(calculated on the basis of a 360-day
year oftwelve 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 Bond is required to be authenticated and the date of its authentication is later
than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest
payment date next preceding the date of authentication,unless such date of authentication is after any Record
Date but on or before the next following interest payment date,in which case such principal amount shall bear
interest from such next following interest payment date;provided,however,that if on the date of authentication
hereof the interest on the Bond or Bonds,if any,for which this Bond is being exchanged is due but has not been
paid,then this Bond shall bear interest from the date to which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-1."
Section 5. INTEREST AND SINKING FUND.
(a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained
by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept
separate and apart from all other funds and accounts of said Issuer, and shall be used only for paying the
interest on and principal of said Bonds. All amounts received from the sale of the Bonds as accrued interest
shall be deposited upon receipt to the Interest and Sinking Fund,and all ad valorem taxes levied and collected
for and on account of said Bonds shall be deposited, as collected, to the credit of said Interest and Sinking
Fund. During each year while any of said Bonds are outstanding and unpaid,the governing body of said Issuer
shall compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce
the money required to pay the interest on said Bonds as such interest comes due, and to provide and maintain
a sinking fund adequate to pay the principal of said Bonds as such principal matures(but never less than 2%
of the original amount of said Bonds as a sinking fund each year); and said tax shall be based on the latest
11
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 Bonds are outstanding and unpaid,and said
tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and
Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of
said Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment,
within the limit prescribed by law. If 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 this Section may be
reduced to the extent and by the amount of the lawfully available funds then on deposit in the Interest and
Sinking Fund.
(b) Article 1208, Government Code, applies to the issuance of the Bonds and the pledge of the taxes
granted by the Issuer under this Section, and is therefore valid,effective,and perfected. Should Texas law be
amended at any time while the Bonds are outstanding and unpaid,the result of such amendment being that the
pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter
9, Business &Commerce Code, in order to preserve to the registered owners of the Bonds a security interest
in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under
Texas law to comply with the applicable provisions of Chapter 9, Business &Commerce Code and enable a
filing of a security interest in said pledge to occur.
Section 6. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding
(a"Defeased Bond")within the meaning of this Ordinance, except to the extent provided in subsection(d)of
this Section, when payment of the principal of such Bond,plus interest thereon to the due date(whether such
due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof,or(ii)shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement
or other instrument(the"Future Escrow Agreement")for such payment(1)lawful money of the United States
of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and
interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient
money to provide for such payment, and when proper arrangements have been made by the Issuer with the
Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and
payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond
and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad
valorem taxes herein levied and pledged as provided in this Ordinance,and such principal and interest shall be
payable solely from such money or Defeasance Securities. Notwithstanding any other provision of this
Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is
made in conjunction with the payment arrangements specified in Subsection(a)(i)or(ii)of this Section shall
not be irrevocable,provided that: (1)in the proceedings providing for such payment arrangements,the Issuer
expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of
that right to the owners of the Defeased Bonds immediately following the making of the payment arrangements;
and(3) directs that notice of the reservation be included in any redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the
Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth,and
all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the
12
payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement
pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in Subsection
(a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such
money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or hereafter
authorized by State law that are eligible to refund, retire or otherwise discharge obligations such as
the Bonds.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by
this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a
maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such
random method as it deems fair and appropriate.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the
same principal amount, maturity and interest rate, as the damaged,mutilated, lost, stolen or destroyed Bond,
in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost,
stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In
every case of loss,theft or destruction of a Bond,the registered owner applying for a replacement Bond shall
furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them
to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss,theft
or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss,theft or destruction of such Bond, as the case may be. In every case
of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for
cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any
such Bond shall have matured, and no default has occurred that is then continuing in the payment of the
principal of, redemption premium,if any,or interest on the Bond,the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,the Paying
Agent/Registrar shall charge the registered owner of such Bond with all legal,printing, and other expenses in
connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of
13
the fact that any Bond is lost,stolen or destroyed shall constitute a contractual obligation of the Issuer whether
or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone,and shall be
entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly
issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022,Government Code,
this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond
without necessity of further action by the governing body of the Issuer or any other body or person, and the
duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar,and
the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the
effect, as provided in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other
Bonds.
Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S
OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED;
ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued and
delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery
and their investigation, examination, and approval by the Attorney General of the State of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said
Comptroller of Public Accounts(or a deputy designated in writing to act for said Comptroller)shall manually
sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall
be impressed,or placed in facsimile,on such Bond. The approving legal opinion of the Issuer's Bond Counsel
and the assigned CUSIP numbers may,at the option of the Issuer,be printed on the Bonds issued and delivered
under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and
information of the registered owners of the Bonds. In addition, if bond insurance is obtained,the Bonds may
bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial
purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond
counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the
Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with
issuance, sale and delivery of the Bonds is hereby approved and confirmed. The execution and delivery of an
engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is hereby
authorized in such form as may be approved by the Mayor 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 BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure,or refrain from any action
that would adversely affect,the treatment of the Bonds as 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 Bonds
(less amounts deposited to a reserve fund, if any)are used for any"private business use,"as defined
in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed
14
by the bonds or the Refunded Obligations (the "Project") 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 Bonds, in contravention of section 141(b)(2) of the
Code;
(2) to take any action to assure that in the event that the "private business use" described in
subsection(1)hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith
(less amounts deposited into a reserve fund, if any)then the amount in excess of 5 percent is used for
a "private business use" that is "related" and not "disproportionate," within the meaning of section
141(b)(3) of the Code,to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of$5,000,000,
or 5 percent of the proceeds of the Bonds(less amounts deposited into a reserve fund,if any)is directly
or indirectly used to finance loans to persons, other than state or local governmental units, in
contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds being treated
as "private activity bonds" within the meaning of section 141(b)of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b)of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly,to
acquire or to replace funds that were used, directly or indirectly,to acquire investment property (as
defined in section 148(b)(2)of the Code)that produces a materially higher yield over the term of the
Bonds, other than investment property acquired with—
(A) proceeds of the Bonds invested for a reasonable temporary period until such
proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund,within the meaning of section
1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds
of the Bonds,as may be necessary, so that the Bonds do not otherwise contravene the requirements of
section 148 of the Code(relating to arbitrage)and,to the extent applicable,section 149(d)of the Code
(relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds)an amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of section 148(f)of the Code and to pay to the United States
of America,not later than 60 days after the Bonds have been paid in full, 100 percent of the amount
then required to be paid as a result of Excess Earnings under section 148(f) of the Code.
15
•
(b) Rebate Fund. In order to facilitate compliance with the above covenant(a)(8), a"Rebate Fund"
is hereby established by the Issuer for the sole benefit of the United States of America,and such Fund shall not
be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund
is established for the additional purpose of compliance with section 148 of the Code.
(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 the Bonds,transferred proceeds(if any)and proceeds of the Refunded Obligations expended prior to the date
of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended
to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the
Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or
expand provisions of the Code, as applicable to the Bonds,the Issuer will not be required to comply with any
covenant contained herein to the extent that such failure to comply,in the opinion of nationally recognized bond
counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose
additional requirements applicable to the Bonds,the Issuer agrees to comply with the additional requirements
to the extent necessary, in the opinion of nationally recognized bond counsel,to preserve the exemption from
federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such
intention,the Issuer hereby authorizes and directs the Mayor,the City Manager or the Director of Finance to
execute any documents, certificates or reports required by the Code and to make such elections, on behalf of
the Issuer,that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Projects. The Issuer covenants that the Projects will not be sold or otherwise
disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation,unless the Issuer
obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely
affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting
in the receipt of cash or other compensation. For purposes hereof,the Issuer shall not be obligated to comply
with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the
excludability for federal income tax proposes from gross income of the interest.
Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER
PROCEDURES.
(a) The Bonds are hereby sold and shall be delivered to RBC Capital Markets,LLC and BOSC,Inc.
(the "Underwriters") for the purchase price of$8,568,148.11 (representing the par amount of the Bonds of
$7,660,000.00,plus net reoffering premium of$957,864.60 and less an Underwriters'discount on the Bonds
of$49,716.49), pursuant to the terms and provisions of a Purchase Agreement with the Underwriters. It is
hereby officially found, determined, and declared that the Bonds 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 Bond 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 Bonds
and any addenda, supplement or amendment thereto,and approves the distribution of such Official Statement
in the reoffering of the Bonds by the Underwriters in final form,with such changes therein or additions thereto
as the officer executing the same may deem advisable,such determination to be conclusively evidenced by his
16
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 Tem,the City Manager, City Secretary and Director of Finance,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 suck 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 Bonds,
the sale of the Bonds and the Official Statement. In case any officer whose signature shall appear on any Bond
shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 11. DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance
is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when the
same becomes due and payable; or
(ii) default in the performance or observance of any other covenant,agreement or obligation
of the City, the failure to perform which materially, adversely affects the rights of the registered
owners of the Bonds,including,but not limited to,their prospect or ability to be repaid in accordance
with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default
is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default,then and in every case,any Registered Owner
or an authorized representative thereof,including,but not limited to,a trustee or trustees therefor,may
proceed against the City for the purpose of protecting and enforcing the rights of the Registered
Owners under this Ordinance,by mandamus or other suit,action or special proceeding in equity or at
law, in any court of competent jurisdiction, for any relief permitted by law, including the specific
performance of any covenant or agreement contained herein,or thereby to enjoin any act or thing that
may be unlawful or in violation of any right of the Registered Owners hereunder or any combination
of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity;
provided,however,that notwithstanding any other provision of this Ordinance,the right to accelerate
the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance.
17
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of
any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered
Owner agrees that the certifications required to effectuate any covenants or representations contained
in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or trustees of the City or the City Council.
Section 12. 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.
"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 ending in or after 2013, financial
information and operating data with respect to the Issuer of the general type included in the final
Official Statement authorized by Section 10 of this Ordinance, being the information described in
Exhibit A hereto. Any financial statements so to be provided shall be(1)prepared in accordance with
the accounting principles described in Exhibit A hereto, or such other accounting principles as the
Issuer may be required to employ from time to time pursuant to state law or regulation, and (2)
audited, if the Issuer commissions an audit of such statements and the audit is completed within the
period during which they must be provided. If the audit of such financial statements is not complete
within such period,then the Issuer shall provide unaudited financial 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 Bonds, if such event is material within the meaning of the federal
securities laws:
18
1. Non-payment related defaults;
2. Modifications to rights of Bondholders;
3. Bond calls;
4. Release, substitution, or sale of property securing repayment of the Bonds;
5. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business,the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such actions,other
than pursuant to its terms; and
6. Appointment of a successor or additional trustee or the change of name of a trustee.
(ii)The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in
a timely manner(but not in excess of ten business days after the occurrence of the event)of any of the
following events with respect to the Bonds,without regard to whether such event is considered material
within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—TEB) or
other material notices or determinations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
6. Tender offers;
7. Defeasances;
8. Rating changes;
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.
19
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this Section
for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the
Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any
deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to be
outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section,express or implied,shall give any benefit
or any legal or equitable right,remedy,or claim hereunder to any other person. The Issuer undertakes
to provide only the financial information,operating data,financial statements,and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the Issuer's financial
results,condition,or prospects or hereby undertake to update any information provided in accordance
with this Section or otherwise, except as expressly provided herein. The Issuer does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,
IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) Should the Rule be amended to obligate the Issuer to make filings with or provide notices
to entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with respect
to the Bonds in accordance with the Rule as amended. The provisions of this Section may be amended
by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal
requirements, a change in law, or a change in the identity,nature, status, or type of operations of the
Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the
Rule, taking into account any amendments or interpretations of the Rule since such offering as well
as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate
principal amount (or any greater amount required by any other provision of this Ordinance that
authorizes such an amendment)of the outstanding Bonds consent to such amendment or(b)a person
that is unaffiliated with the Issuer(such as nationally recognized bond counsel)determined that such
amendment will not materially impair the interest ofthe registered owners and beneficial owners of the
Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement
if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters
20
judgment that such provisions of the Rule are invalid,but only if and to the extent that the provisions
of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall include
with any amended financial information or operating data next provided in accordance with subsection
(b)of this Section an explanation,in narrative form,of the reason for the amendment and of the impact
of any change in the type of financial information or operating data so provided.
Section 13. 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,
(iv)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(v)make such other provisions in regard to matters or questions
arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall
not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders.
(b) Except as provided in paragraph(a)above,the holders of Bonds aggregating in principal amount
51%of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment
shall have the right from time to time to approve any amendment hereto that may be deemed necessary or
desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate
principal amount of the then outstanding Bonds,nothing herein contained shall permit or be construed to permit
amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable on any
outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium on
outstanding Bonds or any of them or impose any condition with respect to such payment; or
(5) Change the minimum percentage of the principal amount of any series of Bonds necessary
for consent to such amendment.
(c) If at any time the Issuer shall desire to amend this Ordinance under this Section,the Issuer shall
send by U.S.mail to each registered owner of the affected Bonds a copy of the proposed amendment and cause
notice of the proposed amendment to be published at least once in a financial publication published in The City
of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of
the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection
by all holders of such Bonds.
(d) Whenever at any time within one year from the date of publication of such notice the Issuer shall
receive an instrument or instruments executed by the holders of at least 51%in aggregate principal amount of
21
all of the Bonds then outstanding that are required for the amendment,which instrument or instruments shall
refer to the proposed amendment and that shall specifically consent to and approve such amendment,the Issuer
may adopt the amendment in substantially the same form.
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and
the respective rights,duties,and obligations of the Issuer and all holders of such affected Bonds shall thereafter
be determined, exercised, and enforced, subject in all respects to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be
irrevocable for a period of six months from the date of the publication of the notice provided for in this Section,
and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent
may be revoked at any time after six months from the date of the publication of said notice by the holder who
gave such consent, or by a successor in title, by filing notice with the Issuer,but such revocation shall not be
effective if the holders of 51% in aggregate principal amount of the affected Bonds then outstanding, have,
prior to the attempted revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the
registration of the ownership of such Bonds on the registration books kept by the Paying Agent/Registrar.
Section 14. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The Mayor
or the City Manager of the Issuer is hereby authorized and directed to execute and deliver the Escrow
Agreement with U.S. Bank National Association, in substantially the form presented at this meeting. In
addition, the Mayor or other officer of the Issuer is authorized to purchase such securities, to execute
subscriptions for the purchase of U. S. Treasury Securities, State and Local Government Series, and to
authorize such contributions, as may be necessary for the Escrow Fund.
Section 15. REDEMPTION OF REFUNDED OBLIGATIONS.
(a) The Issuer hereby directs that certain of the Refunded Obligations be called for redemption on the
dates and as set forth on Schedule I. Each of such Refunded Obligations shall be redeemed at the redemption
price of par plus accrued interest. The Mayor of the Issuer is hereby authorized and directed to issue or cause
to be issued the Notices of Redemption of the Refunded Obligations in the forms set forth in Exhibit B attached
hereto to the paying agent/registrar for the Refunded Obligations.
(b) In addition,the paying agent/registrar for the Refunded Obligations is hereby directed to provide
the appropriate notices of redemption and defeasance as specified by the ordinances authorizing the issuance
of the Refunded Obligations and is hereby directed to make appropriate arrangements so that the Refunded
Obligations may be redeemed on their redemption dates. The Refunded Obligations shall be presented for
redemption at the paying agent/registrar therefore, and shall not bear interest after the date fixed for
redemption.
(c) If the redemption of any of the Refunded Obligations results in the partial refunding of any
maturity of the Refunded Obligations,the paying agent/registrar for such Refunded Obligations shall designate
which of such Refunded Obligations will be payable from and secured as provided in the ordinances of the
Issuer authorizing the issuance of such Refunded Obligations (the "Refunded Obligation Ordinances"). For
purposes of such determination and designation,all Refunded Obligations registered in denominations greater
than$5,000 shall be considered to be registered in separate$5,000 denominations. The paying agent/registrar
shall notify by first-class mail all registered owners of all affected Refunded Obligations of such maturities that:
22
(i) a portion of such bonds have been refunded and are secured until final maturity solely with cash and
investments maintained by the Escrow Agent in the Escrow Fund,(ii)the principal amount of all affected bonds
of such maturities registered in the name of such registered owner that have been refunded and are payable
solely from cash and investments in the Escrow Fund and the remaining principal amount of all affected bonds
of such maturities registered in the name of such registered owner, if any, have not been refunded and are
payable and secured solely from the sources described in the Refunded Obligation Ordinances, (iii) the
registered owner is required to submit his or her Refunded Obligations to the paying agent/registrar, for the
purposes of re-registering such registered owner's Refunded Obligations and assigning new CUSIP numbers
in order to distinguish the source of payment for the principal and interest on such Refunded Obligations,and
(iv)payment of principal of and interest on such Refunded Obligations may,in some circumstances,be delayed
until such Refunded Obligations have been re-registered and new CUSIP numbers have been assigned as
required by(iii) above.
(d) The source of funds for payment of the principal of and interest on the Refunded Obligations on
their redemption date shall be from the funds placed in escrow with the Escrow Agent,pursuant to the Escrow
Agreement approved in Section 14 of this Ordinance.
Section 16. APPROPRIATION. To pay the debt service coming due on the Bonds, if any, prior to
receipt of the taxes levied to pay such debt service,there is hereby appropriated from current funds on hand,
which are hereby certified to be on hand and available for such purpose,an amount sufficient to pay such debt
service, and such amount shall be used for no other purpose.
Section 17. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word
in this Ordinance,or application thereof to any persons or circumstances is held invalid or unconstitutional by
a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this
Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect.
Section 18. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code,
Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council.
(Execution Page Follows)
23
DULY PASSED by the City Council of the City of Coppell, Texas this the 9TH day of July, 2013.
APPR li VED: /
a �L../ I' i,7
• ' N .ELBO HUNT, AYOR
ATTEST:
/I.—e_./— _ ' ,P.A'Ar'••- '
HRISTEL PETT OS, CITY SEC' . ARY
[CITY SEAL]
Signature Page to Ordinance No.
SCHEDULE I
SCHEDULE OF REFUNDED OBLIGATIONS
Principal Principal
Amount Amount
Description Maturity Date Outstanding Refunded
General Obligation Bonds, Series 2004 2/1/2015 $ 675,000 $ 675,000
2/1/2016 705,000 705,000
2/1/2017 735,000 735,000
2/1/2018 765,000 765,000
2/1/2019 800,000 800,000
2/1/2020 840,000 840,000
2/1/2021 875,000 875,000
2/1/2022 920,000 920,000
2/1/2023 965,000 965,000
2/1/2024 1,010,000 1,010,000
Total $ 8,290,000 $ 8,290,000
Called for redemption on February 1, 2014, at par plus accrued interest.
EXHIBIT A
Annual Financial Statements and Operating Data
The following information is referred to in Section 12(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 in paragraph above.
A-1
EXHIBIT B
NOTICE OF REDEMPTION
CITY OF COPPELL, TEXAS
CUSIP Prefix No. 217482
NOTICE IS HEREBY GIVEN that the City of Coppell, Texas has called for redemption the
outstanding Bonds and Certificates of Obligation of the City described as follows(collectively,the"Refunded
Obligations"):
City of Coppell, Texas General Obligation Bonds, Series 2004, dated April 15, 2004,
maturing on February 1 in the years 2015 through 2024, in the aggregate principal amount
of$8,290,000 (the "Series 2004 Bonds"),to the call date of the Series 2004 Bonds so called
for redemption at U.S. Bank National Association. Call date: February 1, 2014.
Original Principal Principal Amount to CUSIP
Maturity Date Amount be Redeemed Suffix
2/1/2015 $ 675,000 $ 675,000 XP 8
2/1/2016 705,000 705,000 XQ 6
2/1/2017 735,000 735,000 XR 4
2/1/2018 765,000 765,000 XS 2
2/1/2019 800,000 800,000 XT 0
2/1/2020 840,000 840,000 XU 7
2/1/2021 875,000 875,000 XV 5
2/1/2022 920,000 920,000 XW 3
2/1/2023 65,000 65,000 XX 1
2/1/2024 1,010,000 1,010,000 XY 9
$ 8,290,000 $ 8,290,000
On February 1,2014,interest on the Series 2004 Bonds shall cease to accrue and be payable.
THE REFUNDED OBLIGATIONS shall be redeemed at U.S. Bank National Association, as the
Paying Agent/Registrar for said Refunded Obligations. Upon presentation of the Refunded Obligations at the
Paying Agent/Registrar on the aforementioned redemption date, the holder thereof shall be entitled to receive
the redemption price equal to par and accrued interest to the redemption date.
NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of
payment of said Refunded Obligations called for redemption with funds sufficient to pay the principal amount
of said Refunded Obligations and the interest thereon to the redemption date. In the event said Refunded
Obligations,or any of them are not presented for redemption by the date fixed for their redemption,they shall
not thereafter bear interest.
B-1
UNDER THE PROVISIONS of Section 3406 of the Internal Revenue Code of 1986, as amended
paying agents making payments of interest and principal on municipal securities may be obligated to withhold
a tax from remittance to individuals who have failed to furnish the paying agent with a valid taxpayer
identification number. Registered holders who wish to avoid the imposition of the tax should submit certified
taxpayer identification numbers (via form W-9) when presenting the Refunded Obligations for payment.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the aforementioned Refunded Obligations and in accordance with the recitals and
provisions of said Refunded Obligations.
NOTICE IS FURTHER GIVEN that the Refunded Obligations should be submitted to either of the
following addresses:
By Mail Overnight Courier/Hand Delivery
U.S. Bank National Association U.S. Bank National Association
Corporate Trust Services Corporate Trust Services
P.O. Box 64111 60 Livingston Avenue
St. Paul, Minnesota 55164-0111 First Floor- Bond Drop Window
Tel: (800) 934-6802 St. Paul, Minnesota 55107
Tel: (800) 934-6802
CITY OF COPPELL, TEXAS
B-2