OR 92-544 Issuance of $5M Bonds, Gateway Project CITY OF COPPELL, TEXAS
ORDINANCE NO. 92544
Adopted April 14, 1992
AUTHORIZING THE ISSUANCE OF
$5,000,000 CITY OF COPPELL~ TEXAS
SPECIAL ASSESSMENT BONDS
SERIES 1992
(GATEWAY PROJECT)
Dated May 1, 1992
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions ....................................... 4
Act ........................................... 4
Administrative Expense Fund ......................... 5
Administrative Expense Fund Requirement ................ 5
Administrative Expenses ............................. 5
Assessment Ordinance .............................. 5
Assessment Fund .................................. 5
Assessment Prepayment Fund ......................... 5
Assessment Roll .................................. 5
Assessment/Service Plan ............................. 6
Authorized Improvements ............................ 6
Authorized Investments .............................. 6
Beneficial Owners ................................. 6
Bonds .......................................... 6
Business Day ..................................... 6
Code & Co ...................................... 6
City ........................................... 6
City Council ..................................... 6
Closing Date ..................................... 6
Code .......................................... 7
Comptroller ..................................... 7
Debt Service Fund ................................. 7
Debt Service Requirements ........................... 7
District ......................................... 7
DTC .......................................... 7
DTC Letter of Representations ........................ 7
Exchange Bonds .................................. 7
Fiscal Year ...................................... 7
Foreclosure Proceeds ............................... 7
Holder or Holders ................................. 7
Improvement Fund ................................. 7
Initial Bonds ..................................... 8
Interest Payment Date .............................. 8
Issue Date ...................................... 8
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Maturity Date .................................... 8
Ordinance ....................................... 8
Outstanding ...................................... 8
Owner or Registered Owner .......................... 8
Paying Agent ..................................... 8
Person or Persons ................................. 8
Prepayments ..................................... 8
Principal Installment ............................... 9
Rebate Fund ..................................... 9
Record Date ..................................... 9
Redemption Fund ................................. 9
Register ........................................ 9
Registrar ........................................ 9
Replacement Bond ................................. 9
Required Reserve Amount ........................... 9
Reserve Fund .................................... 9
Securities Depository ............................... 9
Sinking Fund Payment .............................. 10
Sinking Fund Payment Date .......................... 10
Special Assessments ................................ 10
Special Assessment Revenues ......................... 10
Trustee ......................................... 10
Underwriter ..................................... 10
Section 1.02. Interpretations .................................... 10
ARTICLE II
TERMS OF THE BONDS
Section 2.01. Authorization ...................... ; .............. 11
Section 2.02. Designation, Date, and Interest Payment Dates ............... 11
Section 2.03. Initial Bonds; Numbers and Denomination ................. 11
Section 2.04. Execution of Bonds; Seal ............................. 12
Section 2.05. Approva~ Registration and Delivery ...................... 12
Section 2.06. Authentication .................................... 12
Section 2.07. Payment of Principal Installment and Interest ................ 13
Section 2.08. Successor Registrars ................................. 13
Section 2.09. Special Record Date ................................ 14
Section 2.10. Ownership; Unclaimed Principal and Interest ................ 14
Section 2.11. Registration, Transfer, and Exchange ...................... 14
Section 212. Cancellation of Bonds ............................... 15
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Section 2,13. Replacement Bonds ................................. 16
Section 2.14. Securities Depository; Appointment of DTC ................. 17
ARTICLE III
REDEMPTION
Section 3.01. Optional Redemption ................................ 19
Section 3.02. Mandatory Nonscheduled Redemptions .................... 20
Section 3.03. SinIcing Fund Redemption ............................ 20
Section 3.04. Notice of Redemption ............................... 21
Section 3.05. Additional Provisions with Respect to Redemption ............ 22
Section 3.06. Application of Redemption Fund Payments ................. 22
Section 3.07. Purchase Price for Bonds ............................. 23
Section 3.08. Trustee to Redeem Bonds ............................. 23
ARTICLE IV
FORM OF BONDS AND CERTIFICATES
Section 4.01. Forms .......................................... 24
Section 4.02. Legal Opinion; CUSIP; Bond Insurance ................... 32
ARTICLE V
SECURITY FOR THE BONDS
Section 5. 01. Pledge of Special Assessment Revenues .................... 33
Section 5.02. Special Obligations ................................. 33
Section 5.03. Assessment Roll ................................... 33
Section 5.04. Collection and Deposit of Special Assessments ............... 33
Section 5.05. Prepayments in Full ................................. 34
Section 5.06. Partial Prepayments ................................. 34
ARTICLE VI
FUNDS AND ACCOUNTS, INITIAL DEPOSITS
AND APPLICATION OF MONEY
Section 6.01. Assessment Fund .................................. 35
Section 6.02. Debt Service Fund ................................. 36
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Section 6.03. Reserve Fund ..................................... 36
Section 6.04. Assessment Prepayment Fund .......................... 37
Section 6.05. Administrative Expense Fund .......................... 37
Section 6.06. Lien Forgiveness upon Payment of Bonds .................. 38
Section 6.07. Improvement Fund ................................. 38
Section 6.08. Redemption Fund .................................. 39
Section 6.09. Deposit and Investment of Funds ........................ 39
Section 6.10. Payment of Bonds .................................. 40
Section 6.11. Advances from Available Funds ......................... 40
ARTICLE VII
PROVISIONS CONCERNING
FEDERAL INCOME TAX EXCLUSION
Section 7.01. General Tax Covenant ............................... 40
Section 7.02. Use of Proceeds ................................... 41
Section 7.03. No Federal Guaranty ................................ 42
Section 7.04. The Bonds Are Not Hedge Bonds ....................... 42
Section 7.05. No-Arbitrage Covenant ............................... 42
Section 7.06. Arbitrage Rebate ................................... 43
Section Z07. Information Reporting ............................... 43
ARTICLE VIII
MISCELLANEOUS COVENANTS AND COLLECTION PROCEDURES
Section 8. 01. Trustee to Pursue Collections .......................... 44
Section 8.02. Foreclosure Covenant ............................... 45
Section 8.03. City Covenant to Cooperate with Trustee ................... 46
Section 8.04. Good Faith Covenant ............................... 46
Section 8. 05. Further Assurances ................................. 46
Section 8.06. Punctual Payment .................................. 46
Section 8.07. Reassessments .................................... 47
Section 8.08. Contract Iz(tth Owners of Bonds ......................... 47
Section 8.09. No Obligation to Cure Deficiency ........................ 47
Section 8.10. No Additional Bonds ................................ 48
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ARTICLE IX
REMEDIES
Section 9.01. Events of Default .................................. 48
Section 9.02. Actions by Trustee .................................. 48
Section 9.03. Priority of Payment Upon Default ....................... 49
Section 9.04. Default Cured .................................... 50
Section 9.05. Holders' of Bonds Direction of Proceedings ................. 50
Section 9.06. Remedies Excluaion ................................. 50
Section 9.07. Non-possession of Bonds ............................. 51
Section 9.08. Other Remedies Available .............................
Section 9.09. Delay in Exercise of Rights ............................ 51
ARTICLE X
CONCERNING THE TRUSTEE
Section 10.01. Acceptance of Trust ................................. 52
Section 10.02. Trustee Obligation to Bring Suit ......................... 52
Section 10.03. Trustee Not Responsible for Other Depositories ............... 52
Section 10.04. Compensation of Trustee ............................. 53
Section 10.05. Trustee May Rdy on Certificates ........................ 53
Section 10.06. Trustee May Own Bonds ............................. 53
Section 10.07. Representations of City in Bonds ........................ 53
Section 10.08. Trustee Solely Liable for Negligence ...................... 54
Section 10.09. Resignation of 7~v. stee ............................... 54
Section 10.10. Removal of Trustee ................................. 54
Section 10.11. Insolvency of Trustee ................................ 54
Section 10.12. Powers of Successor Trustee ........................... 55
ARTICLE XI
AMENDMENTS
Section 11.01. Amendment Without Consent of Holders of Bonds ............ 56
Section 11.02. Supplemental Ordinance Amending the Ordinance or Bonds ...... 57
Section 11.03. Restriction on Amendments ........................... 57
Section 11.04. Amendment of Ordinance with Consent of Owners of Bonds ...... 57
Section 11.05. Notice and Adoption of Amendment ..................... 58
Section 11.06. Revocation of Consent ............................... 58
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ARTICLE XII
PROVISIONS CONCERNING SALE AND APPLICATION
OF PROCEEDS OF BONDS
Section 12.01. Sale of the Bonds .................................. 58
Section 1Z02. Offering Documents ................................. 59
Section 12.03. Related Matters ................................... 59
Section 12.04. Paying Agent/Registrar/Trustee .......................... 59
Section 12.05. No Personal Liability ................................ 59
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Further Proceedings ................................. 60
Section 13.02. Severability ...................................... 60
Section 13.03. Open Meeting ..................................... 60
Section 13. 04. Declaration of Emepdency ............................. 60
Section 13.05. Provisions Concerning Registrar ......................... 60
Section 13.06. Effect of Ordinance ............ ..................... 61
Section 13.07. Repealer ........................................ 61
Exhibit "A" - DTC Letter of Representation
Exhibit "B" - Bond Purchase Contract
Exhibit "C" - Paying Agent/Registrar Agreement
Exhibit "D" - Form of Request for Disbursement
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Ordinance No. 92-544
AN ORDINANCE AUTHORIZING THE ISSUANCE OF $5,000,000,
CITY OF COPPELL, TEXAS, SPECIAL ASSESSMENT BONDS, SERIES
1992 (GATEWAY PROJECT)"; PROVIDING FOR THE PAYMENT OF
SAID BONDS BY A PLEDGE OF REVENUES DERIVED FROM
SPECIAL ASSESSMENTS LEVIED AGAINST ALL PROPERTIES IN
COPPELL GATEWAY PUBLIC IMPROVEMENT DISTRICT, IN
AMOUNTS SUFFICIENT TO PAY THE PRINCIPAL OF AND
INTEREST ON SUCH BONDS, TO FUND A RESERVE FUND, TO PAY
CAPITALIZED INTEREST ON THE BONDS, AND TO PAY VARIOUS
ADMINISTRATIVE COSTS ASSOCIATED WITH THE OPERATION OF
THE PUBLIC IMPROVEMENT DISTRICT; PROVIDING THE TERMS
AND CONDITIONS OF SUCH BONDS; RESOLVING OTHER MAT-
TERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT,
SECURITY, SALE, AND DELIVERY OF SAID BONDS, INCLUDING
THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATE-
MENT PERTAINING THERETO; AND AUTHORIZING THE EXECU-
TION OF A PAYING AGENT/REGISTRAR AGREEMENT.
REC~ALS
The City Council of the City of Coppell, Texas (the "City"), has previously found
and determined that it was in the best interests of the City and the petitioning property
owners of the City to create a public improvement district, pursuant to the provisions of
the Public Improvement District Assessment Act, as amended, Texas Local Government
Code, Chapter 372 (the "Act"); and
On July 9, 1991, a petition signed by the requisite number of property owners
located within the proposed public improvement district was submitted to and filed with
the City Secretary requesting that the City Council create a public improvement district
in the City.
The aforementioned petition was submitted in compliance with the provisions of
Section 372.005 of the Act.
Notice of a public hearing to consider the advisability of the improvements was
published in a newspaper of general circulation on July 12, 1991, disclosing the City
Council's intention to consider the creation of a public improvement district.
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Written notice of the scheduled public hearing was delivered on July 5, 1991, to
each property owner located within the proposed public improvement district.
On July 30, 1991, the City Council held a public hearing conforming to the
requirements of Section 372.009 of the Act on the advisability of the improvements.
Pursuant to Section 372.009(b) of the Act, the City Council, on July 30, 1991,
passed and approved Resolution No. 073091.1, making certain findings as to the
advisability of the improvements, the nature of the improvements, the boundaries of the
proposed public improvement district, the method of assessment, and the apportionment
of the costs between the proposed public improvement district and the City as a whole
and authorizing creation of the Coppell Gateway Public Improvement District (the
"District") thereby establishing the exact boundaries of the District.
No portion of the District is located within the extraterritorial jurisdiction of the
City.
Such authorization took effect on September 20, 1991, the date on which notice of
the creation of the District was published in the Citizens Advocate, a newspaper of
general circulation in the City.
No protest, satisfying the requirements of Section 372.010(c) of the Act, has been
filed with any official of the City.
Pursuant to the provisions of Sections 372.013 and 372.014 of the Act, an Assess-
ment/Service Plan was prepared by the Advisory Board and submitted to the City Council
for review which was set for a public hearing before the City Council to be held on
April 14, 1992.
The Assessment/Service Plan provides that one hundred percent (100%) of the
cost of the improvements authorized by Section 372.003 of the Act (the "Authorized
Improvements") will be paid by Special Assessments levied against property located within
the District.
The Assessment/Service Plan recommended that the City Council apportion the
cost of the Authorized Improvements on the basis of the square footage of each tract of
land in the District as set out in the Assessment/Service Plan, with such an apportion-
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ment resulting in the imposition of equal shares of the cost on property similarly
benefitted within the District.
Based upon the aforementioned method of apportionment, the City Council has
prepared and filed an Assessment Roll establishing the proposed Special Assessment
against each parcel of property within the District, all as provided in Section 372.016 of
the Act.
A notice was published on April 3, 1992, evidencing the City Council's intention
to consider the proposed Special Assessments at a public hearing.
Written notice of this scheduled public hearing was delivered on April 2, 1992, to
each property owner residing within the District.
On April 14, 1992, the City Council held a public hearing to hear and pass on any
objections to the proposed Special Assessments.
On April 14, 1992, the City Council adopted Ordinance No. 92-543 (the "Assess-
ment Ordinance") approving the Assessment/Service Plan for the District and levied
assessments as Special Assessments on each parcel of property within the District, all as
provided in Section 372.017 of the Act.
Pursuant to the Assessment Ordinance, the City permitted the Special Assessments
to be paid in installments, fixed the rate of interest on installments payments, established
the penalties and interest on delinquent installments, and established the procedure for
collection of the Special Assessments.
The Assessment Ordinance provides the mechanism and procedure that will be
utilized to collect and enforce the Special Assessments in periodic installments being the
same procedures that the City currently employs to collect and enforce its annual ad
valorem tax.
Sections 372,019 and 372.020 of the Act establish a mechanism for the City to
make supplemental assessments to correct errors in the original Special Assessments, and
a mechanism for reassessment in the event any Special Assessment is invalid or excessive.
The Act provides that an assessment or any reassessment, the expense of collection,
and reasonable attorney's fees, if incurred, are a first and prior lien against the property
assessed, superior to all other liens and claims except liens or claims for state, county, city,
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school district, or other political subdivision, ad valorem taxes, and are a personal liability
of and charge against the owners of the property regardless of whether the owners are
named. The lien is effective from the date of the Assessment Ordinance levying the
Special Assessment until the Special Assessment is paid, and may be enforced by the City
in the same manner as an ad valorem tax levied against real property may be enforced
by the City. The owner of any property assessed may pay the entire Special Assessment
against any lot or parcel with accrued interest to the date of payment at any time.
Section 372.023 of the Act authorizes the City to issue revenue bonds payable solely
from Special Assessments.
The City Council has determined to pay the cost of the Authorized Improvements
by the issuance of special assessment revenue bonds designated as the "City of Coppell,
Texas, Special Assessment Bonds, Series 1992 (Gateway Project)" (the "Bonds"), dated
May 1, 1992, in the original principal amount of five million dollars ($5,000,000).
The terms and conditions of the Bonds and the pledge of the revenues derived
from Special Assessments which must be collected on an annual basis while any of the
Bonds remain Outstanding will be controlled by the provisions of this Ordinance and
Sections 372.025 and 372.026 of the Act or any other applicable law.
The City Council further finds and determines that the aforementioned Bonds
should be issued and sold at this time; NOW, THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. For all purposes of this Ordinance and in particular for
clarity with respect to the issuance of the Bonds herein authorized and the lien on and
pledge of the Special Assessment Revenues (hereinafter defined) to the payment of the
Bonds, the following words and terms, whenever the same appear herein without
qualifying language, are defined to mean as follows:
Act - means the Public Improvement District Assessment Act, as amended, Texas
Local Government Code, Chapter 372.
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Administrative Expense Assessment means the minimum annual special
assessment of $0.000522 per square foot of net usable land in the District levied by the
Assessment Ordinance or such larger amount as may be levied by the City in the future
to pay the annual costs of the administration and operation of the District.
Administrative Expense Fund - means the fund established in Section 6.05 of this
Ordinance.
Administrative Expense Fund Requirement - means ten thousand dollars ($10,000).
Administrative Expenses - means the administrative and operation costs associated
with the establishment, administration, and operation of the District, including, without
limitation, the costs of: (a) collecting Special Assessments or the installments thereof, (b)
maintaining the record of installments of the Special Assessments and the system of
registration and transfer of the Bonds, (c) paying and redeeming the Bonds, (d) investing
or depositing of monies, (e) complying with the Code with respect to the Bonds (other
than any such costs which constitute City Administrative Expenses payable as an expense
of issuing the Bonds), (f) the Paying Agent/Registrar/Trustee fees and expenses, and (g)
paying the costs of administering the construction of the Authorized Improvements.
Assessment Ordinance - means Ordinance No. 92-543 adopted by the City Council
on April 14, 1992, and any amendment or supplement thereto that may be hereafter
adopted by the City Council, levying annual Administrative Expense Assessments, and
levying Special Assessments to pay the Debt Service Requirements on the Bonds against
each eligible parcel of land in the District and providing that such Special Assessments be
paid in periodic installments in amounts necessary to pay Administrative Expenses and the
Debt Service Requirements on the Bonds, respectively.
Assessment Fund - means the fund established in Section 6.01 of this Ordinance.
Assessment Prepayment Fund - means the fund established in Section 6.04 of this
Ordinance.
Assessment Roll means the Assessment Roll [Exhibit "B" to the
Assessment/Service Plan which is attached as Exhibit "A" to Ordinance No. 92-543 (the
"Assessment Ordinance")], as amended from time to time in accordance with the Act,
which shows, among other things, the properties within the District subject to Special
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Assessments, the owner of the property assessed, the amount assessed, and the installment
payments on the Special Assessments.
Assessment/Service Plan - means the Assessment/Service Plan prepared in accor-
dance with the Act and approved by the City Council as part of the Assessment
Ordinance on April 14, 1992, (and attached as Exhibit "A" to the Assessment Ordinance)
setting forth the plan for services and actMties to be provided in the District and setting
forth the plan for apportioning the cost of the improvements to be assessed against
properties in the District.
Authorized Improvements - means the improvements described in Article III of
the Assessment/Service Plan.
Authorized Investments - means obligations that are eligible for investment by the
City pursuant to the Public Funds Investment Act, Article 842a-2, Vernons Texas Civil
Statutes.
Beneficial Owners - means the Beneficial Owners of the Bonds as shown on the
registry books of the Securities Depository or any other Person (other than a Registered
Owner) claiming any beneficial interest in the Bonds by virtue of a contract with a benefi-
cial owner on the registry books of the Securities Depository.
Bonds - means any Bonds or all Bonds of the "City of Coppell, Texas, Special
Assessment Bonds, Series 1992 (Gateway Project)", dated May 1, 1992, authorized by this
Ordinance.
Business Day ~ means any day which is not a Saturday, Sunday, or a day on which
the Registrar is authorized by law or executive order to close, or a legal holiday.
Cede & Co. - means the nominee of DTC in whose name the initial bonds are to
be registered.
City - means the City of Coppell, Texas.
City Council - means the governing body of the City.
Closing Date - means the date of physical delivery of the Initial Bonds for payment
in full by the initial purchasers thereof.
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Code o means the Internal Revenue Code of 1986, as amended.
Comptroller - means the Comptroller of Public Accounts of the State of Texas.
Debt Service Fund - means the debt service fund created in Section 6.02 of this
Ordinance.
Debt Service Requirements - means, as of any particular date of computation, with
respect to any Bonds and with respect to any period, the aggregate of the amounts to be
paid or set aside by the Trustee on behalf of the City as of such date or in such period
for the payment of the Principal Installment, premium, if any, and interest (to the extent
not capitalized) on such Bonds.
District - means the Coppell Gateway Public Improvement District established by
the City pursuant to the provisions of the Act by Resolution No. 073091.1.
DTC - means the Depository Trust Company, New York, New York.
DTC Letter of Representations - means the written agreement with the Securities
Depository setting forth its duties with respect to the Bonds in the form attached hereto
as Exhibit "A."
Exchange Bonds - means Bonds registered, authenticated, and delivered by the
Trustee, as provided in Section 2.11 of this Ordinance.
Fiscal Year - means the twelve (12) month accounting period used by the City
which may be any twelve (12) consecutive month period established by the City which
currently ends on September 30.
Foreclosure Proceeds - means the amounts received from the judicial sale of
assessed property within the District as a result of the nonpayment of Special Assessments.
Holder or Holders - means the registered owner, whose name appears in the
Register, for any Bond.
Improvement Fund - means the fund established in Section 6.07.
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Initial Bonds - means the Bonds authorized, issued, and initially delivered as
provided in Section 2.03 of this Ordinance.
Interest Payment Date - when used in connection with any Bond, means
September 1, 1992, and each March 1 and September 1 thereafter until maturity.
Issue Date - means the date of the Bonds which is May 1, 1992.
Maturity Date - means the date or dates on which principal of the Bonds is
scheduled to be paid, as provided in Section 2.03 of this Ordinance.
Ordinance - as used herein and in the Bonds, means this Bond Ordinance and all
amendments and supplements hereto.
Outstanding - when used with reference to the Bonds, Outstanding means, as of a
particular date, all such Bonds theretofore and thereupon delivered except: (a) any such
Bond cancelled by or on behalf of the City at or before said date, (b) any such Bond
defeased or no longer considered Outstanding pursuant to the provisions of the ordinance
authorizing its issuance, or otherwise defeased as permitted by applicable law, and (c) any
such Bond in lieu of or in substitution for which another Bond shall have been delivered
pursuant to the ordinance authorizing the issuance of such Bond.
Owner or Registered Owner - means the Person or entity who is the registered
owner of any Outstanding Bond.
Paying Agent - means the Trustee.
Person or Persons - means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, or government or any
agency or political subdivision thereof.
Prepavments - means amounts received as a result of the early payment, in whole
or in part, of a Special Assessment to pay the Debt Service Requirements on the Bonds
or any installment thereof. Amounts received at the time of a Prepayment which
represent a payment of principal, interest or penalties on a delinquent installment of a
Special Assessment to pay the Debt Service Requirement on the Bonds are not to be
considered a Prepayment, but rather are to be treated as the payment of regularly
scheduled Special Assessment Revenues.
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Principal Installment - means as of any particular date of computation and with
respect to the Bonds, an amount of money equal to the aggregate of (a) the principal
amount of Outstanding Bonds of said series which mature on a single future date, reduced
by the aggregate principal amount of such Outstanding Bonds, which would at or before
said future date be retired by reason of the payment when due and application in accor-
dance with this Ordinance of Sinking Fund Payments payable at or before said future date
for the retirement of such Outstanding Bonds, plus (b) the amount of any Sinking Fund
Payment payable on said future date for the retirement of any Outstanding Bonds of said
series, and said future date is deemed to be the date when such Principal Installment is
payable and the date of such Principal Installment.
Rebate Fund - means the rebate fund created in Section 7.06 of this Ordinance.
Record Date - means, for any Interest Payment Date, the fifteenth (15th) calendar
day of the month next preceding such Interest Payment Date.
Redemption Fund - means the redemption fund established in Section 6.08 of this
Ordinance.
Register - means the books of registration kept by the Registrar in which are
maintained the names and addresses of, and the principal amounts registered to, the
Registered Owners.
Registrar - means the Trustee.
Replacement Bond - means the Bond authorized by the City to be issued in
substitution for lost, apparently destroyed, or wrongfully taken Bonds as provided in
Section 2.13 of this Ordinance.
Required Reserve Amount - means ten percent (10%) of the principal amount of
all Bonds Outstanding.
Reserve Fund - means the reserve fund established in Section 6.03 of this
Ordinance.
Securities Depository - means the Depository Trust Company, New York, New
York, or any successor to DTC who serves as a securities depository pursuant to Section
2.14.
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Sinking Fund Payment - means the annual payments in the years and amounts
provided in Section 3.03 of this Ordinance which are to be made into the Debt Service
Fund for the purpose of redeeming the Bonds prior to maturity.
Sinking Fund Payment Date - means the date on which a Sinking Fund Payment
is due.
Special Assessments - means: (a) the assessments levied against properties in the
District to pay Debt Service Requirements on the Bonds as set forth in the
Assessment/Service Plan which are payable in periodic installments as provided in the
Assessment Ordinance; and (b) the annual Administrative Expense Assessments levied and
to be levied against properties in the District, all as provided in the Assessment/Service
Plan, the Assessment Ordinance and this Ordinance. Special Assessments also include any
supplemental assessments levied in accordance with Sections 372.019 and 372.020 of the
Act..
Special Assessment Revenues means the monies collected from Special
Assessments levied against properties in the District, including interest on Special
Assessments during the period a Special Assessment or any installment thereof is current
or delinquent, Prepayments, Foreclosure Proceeds, proceeds from a guarantor of the
Special Assessments, and penalties for non-timely payment of Special Assessments.
Earnings and income derived from the investment or deposit of monies in the special
funds or accounts created and established for the payment and security of the Bonds shall
also constitute Special Assessment Revenues unless required to be deposited into the
Rebate Fund for payment to the federal government, in which case, such earnings and
investment income will not be Special Assessment Revenues.
Trustee - means NationsBank of Texas, N.A., Dallas, Texas.
Underwriter - means Merrill Lynch & Co.
Section 1.02. Interpretations. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders.
The titles and headings of the articles and sections of this Ordinance have been inserted
for convenience of reference only and are not to be considered a part hereof and shall
not in any way modify or restrict any of the terms and provisions hereof. This Ordinance
and all the terms and provisions hereof shall be liberally construed to effectuate the
purposes set forth herein.
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ARTICLE II
TERMS OF THE BONDS
Section 2.01. Authorization. The Bonds shall be issued in fully registered form
in the total authorized aggregate amount of five million dollars ($5,000,000) for the
purpose of paying the costs of acquiring and constructing the Authorized Improvements,
paying capitalized interest, establishing a Reserve Fund, and paying costs of issuance of
the Bonds in accordance with the Act.
Section 2.02. Designation, Date, and Interest Payment Dates. The Bonds shall be
designated as "City of Coppell, Texas, Special Assessment Bonds, Series 1992 (Gateway
Project)" and shall be dated May 1, 1992. The Bonds shall bear interest from May 1,
1992, or the most recent Interest Payment Date to which interest has been paid or duly
provided for, at the rates set out in Section 2.03 of this Ordinance, calculated on the
basis of a 360-day year of twelve 30-day months, payable on September 1, 1992, and
semiannually thereafter on March 1 and September 1 of each year until maturity or prior
redemption.
Section 2.03. Initial Bonds; Numbers and Denomination. The Bonds shall be
initially issued bearing the numbers, in the principal amounts, and bearing interest at the
rates set forth in the following schedule, and may be transferred and exchanged as set out
in this Ordinance. The Bonds shall mature on March 1 in each of the years and in the
amounts set out in such schedule and be subject to prior redemption as provided herein.
Bonds delivered on transfer of or in exchange for other Bonds shall be numbered (with
appropriate prefix) in order of their authentication by the Registrar, and shall be in the
denomination of one hundred thousand dollars ($100,000) or a greater amount divisible
by five thousand dollars ($5,000); provided, however, that in the event of a redemption
of a portion of the Bonds then Outstanding, the Trustee may authenticate and deliver
an exchange Bond in a denomination of five thousand dollars ($5,000) or any integral
multiple thereof if the amount of any Holder's Bond remaining after such redemption is
less than one hundred thousand dollars ($100,000). The Bonds shall mature on the same
date and bear interest at the same rate as the Bond or Bonds in lieu of which they are
delivered.
0189:2173
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Bond Principal Year of Interest
Number Amount Maturity Rate
R-1 $5,000,000 March 1, 2012 8.70%
Section 2.04. Execution of Bonds; Seal. The Bonds shall be signed on behalf of
the City by the Mayor and countersigned by the City Secretary, by their manual,
lithographed, or facsimile signatures, and the official seal of the City shall be impressed
or placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the
same effect as if each of the Bonds had been signed manually and in person by each of
said officers, and such facsimile seal on the Bonds shall have the same effect as if the
official seal of the City had been manually impressed upon each of the Bonds. If any
officer of the City whose manual or facsimile signature shall appear on the Bonds shall
cease to be such officer before the authentication of such Bonds or before the delivery of
such Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient
for all purposes as if such officer had remained in such office.
Section 2.05. Approval, Registration and Delivery. After the Bonds to be initially
issued shall have been executed, it shall be the duty of the Mayor of the City to deliver
the Bonds to be initially issued and all pertinent records and proceedings to the Attorney
General of Texas, for examination and approval by the Attorney General. After the
Bonds to be initially issued shall have been approved by the Attorney General, they shall
be delivered to the Comptroller of Public Accounts of the State of Texas for registration.
Upon registration of the Bonds to be initially issued, the Comptroller of Public Accounts
(or a deputy lawfully designated in writing to act for the Comptroller) shall manually sign
the Comptroller's Registration Certificate prescribed herein to be attached or affixed to
the Bonds to be initially issued, and the seal of said Comptroller shall be impressed, or
placed in facsimile, thereon.
Section 2.06. Authentication. Except for the Bonds to be initially issued, which
need not be authenticated, only such Bonds as shall bear thereon a certificate of
authentication, substantially in the form provided in Section 4.01 of this Ordinance,
manually executed by an authorized representative of the Registrar, shall be entitled to
the benefits of this Ordinance or shall be valid or obligatory for any purpose. Such duly
executed certificate of authentication shall be conclusive evidence that the Bond so
authenticated was delivered by the Registrar hereunder. The signed Certificate of
Registration of the Comptroller of Public Accounts shall constitute the certificate of
authentication for the Initial Bonds.
0189:2173
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Section 2.0Z Payment of Principal Installment and Interest. The Registrar is
hereby appointed as the Registrar and Paying Agent for the Bond. The Principal
Installment of the Bonds shall be payable, without exchange or collection charges, in any
coin or currency of the United States of America which, on the date of payment, is legal
tender for the payment of debts due the United States of America, upon their presenta-
tion and surrender as they respectively become due and payable at maturity or at their
earlier redemption date, at the principal corporate trust office of the Registrar. The
interest on each Bond shall be payable by check payable on the Interest Payment Date,
mailed by the Registrar, first class, postage prepaid, on or before each Interest Payment
Date to the Owner of record as of the Record Date, to the address of such Owner as
shown on the Register. The Securities Depository shall be the Registered Owner of the
Bonds as long as a Securities Depository is serving in that capacity under this Ordinance
and payment will be made to the Securities Depository as provided in Section 2.14. Upon
the properly documented written request of each Registered Owner of not less than one
million dollars ($1,000,000) aggregate principal amount of Bonds received by the Paying
Agent/Registrar not less than fifteen (15) days prior to the applicable Record Date,
interest owed to such Owner will be paid by federal funds wire transfer to any account
located within the United States of America designated in the request at the City's
expense. Each Principal Installment payment, premium or interest will be accompanied
by a statement of the CUSIP numbers of the Bonds on which such payment is made and
the amounts paid in respect of each CUSIP number. Any accrued interest payable at
maturity shall be paid upon presentation and surrender of the Bond to which such interest
appertains.
If the date for the Principal Installment payment or interest shall be a Saturday,
Sunday, a legal holiday, or a day on which banking institutions in the city where the
Registrar or Securities Depository is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding day which is not such
a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized by
law to close, and payment on such date shall have the same force and effect as if made
on the original date such payment was due.
Section Z08. Successor Registrars. The City covenants that at all times while any
Bonds are Outstanding it will provide a legally qualified bank, trust company, financial
institution or other agency to act as Trustee and as Registrar for the Bonds. Each
successor Registrar hereunder, by acting in that capacity, shall be deemed to have agreed
to the provisions of this Ordinance. Promptly upon the appointment of any successor
Registrar, the previous Registrar shall deliver the Register or a copy thereof to the new
0189:2173
\wpS0~ea~ppellX~td -auth, 09 - ] 3-
Registrar, and the new Registrar shall notify each Owner, by United States mail, first
class postage prepaid, of such change and of the address of the new Registrar.
Section Z09. Special Record Date. If interest on any Bond is not paid on any
Interest Payment Date and continues unpaid for thirty (30) days thereafter, the Registrar
shall establish a new Record Date for the payment of such interest, to be known as a
special Record Date. The Registrar shall establish a special Record Date when funds to
make such interest payment are received from or on behalf of the City. Such special
Record Date shall be fifteen (15) days prior to the date fixed for payment of such past
due interest, and notice of the date of payment and the special Record Date shall be sent
by United States mail, first class postage prepaid, not later than five (5) days prior to the
special Record Date, to each affected Owner of record as of the close of business on the
day prior to the mailing of such notice.
Section Z 10. Ownership; Unclaimed Principal and Interest. The City, the Registrar,
and any other Person shall treat the Person in whose name any Bond is registered as the
absolute owner of such Bond for the purpose of making and receiving payment of the
principal thereof and for the further purpose of making and receiving payment of the
interest thereon, and for all other purposes, whether or not such Bond is overdue, and
neither the City nor the Registrar shall be bound by any notice or knowledge to the
contrary. All payments made to the Person deemed to be the Owner of any Bond in
accordance with this Section 2.10 shall be valid and effectual and shall discharge the
liability of the City and the Registrar upon such Bond to the extent of the sums paid.
Amounts held by the Registrar which represent principal of and interest on the
Bonds remaining unclaimed by the Owner after the expiration of three years from the
date such amounts have become due and payable shall be reported and disposed of by
the Registrar in accordance with the provisions of Title 6 of the Texas Property Code, as
amended, to the extent that such provisions are applicable to such amounts.
Section Zll. Registration, Transfer, and Exchange. The Bonds shall initially be
registered in the name of Code & Co. At any time after the date of initial delivery of the
Bonds, the Registered Owner may, in accordance with the procedures prescribed in
Section 2.14 hereof, surrender' such Bonds to the Registrar for registration of transfer or
exchange, and the Registrar shall register, authenticate, and deliver Exchange Bonds in
accordance with the provisions of this Ordinance.
So long as any Bonds remain Outstanding, the Registrar shall keep at its principal
corporate trust office the Register, in which, subject to such reasonable regulations as it
0199:2173
Xv, pSO~a~ppelBOrd-aelk09 - 14-
may prescribe, the Registrar shall provide for the registration and transfer of Bonds in
accordance with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and surrender thereof
at the principal corporate trust office of the Registrar, duly endorsed for transfer, or
accompanied by an assignment duly executed by the Registered Owner or his authorized
representative in form satisfactory to the Registrar. Upon due presentation of any Bond
for transfer, the Registrar shall authenticate and deliver in exchange therefor, within
seventy-two (72) hours after such presentation, a new Bond or Bonds, registered in the
name of the transferee or transferees, in authorized denominations and of the same
maturity and aggregate principal amount and bearing interest at the same rate as the
Bond or Bonds so presented.
All Bonds shall be exchangeable upon presentation and surrender thereof at the
principal corporate trust office of the Registrar for a Bond or Bonds of the same maturity
and interest rate and in any authorized denomination, in an aggregate principal amount
equal to the unpaid principal amount of the Bond or Bonds presented for exchange. The
Registrar shall be and is hereby authorized to authenticate and deliver Exchange Bonds
in accordance with the provisions of this Section 2.11. Each Bond delivered in accordance
with this Section 2.11 shall be entitled to the benefits and security of this Ordinance to
the same extent as the Bond or Bonds in lieu of which such Bond is delivered.
The City or the Registrar may require the Owner of any Bond to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with the transfer or exchange of such Bond. Any fee or charge of the
Registrar for such transfer or exchange shall be paid by the City.
The Registrar shall not be required to register the transfer of any Bond during
the period beginning on the Record Date next preceding a scheduled Interest Payment
Date (other than final payment) and ending after such interest payment has been made.
The Registrar shall not be required to transfer or exchange any Bond called for
redemption during the period beginning 45 days prior to the date fixed for redemption
and ending on the date fixed for redemption; provided, however, that this limitation shall
not apply to the exchange by the Owner of the unredeemed portion of a Bond called for
redemption in pan.
Section Z1Z Cancellation of Bonds. All Bonds paid in accordance with this
Ordinance, and all Bonds in lieu of which Exchange Bonds or Replacement Bonds are
authenticated and delivered in accordance herewith, shall be cancelled and destroyed upon
0189:2173
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the making of proper records regarding such payment. The Registrar shall furnish the
City with appropriate certificates of destruction of such Bonds.
Section Z13. Replacement Bonds. Upon the presentation and surrender to the
Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange
therefor a Replacement Bond of like maturity, interest rate and principal amount, bearing
a number not contemporaneously outstanding. The City or the Registrar may require the
Owner of such Bond to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith and any other expenses connected
therewith, including the fees and expenses of the Registrar.
If any Bond is lost, apparently destroyed, or wrongfully taken, the City, pursuant
to the applicable laws of the State of Texas and in the absence of notice or knowledge
that such Bond has been acquired by a bona fide purchaser, shall execute and the
Registrar shall authenticate and deliver a Replacement Bond of like maturity, interest rate
and principal amount, bearing a number not contemporaneously outstanding, provided that
the Owner thereof shall have:
(a) furnished to the City and the Registrar satisfactory evidence of the ownership
of and the circumstances of the loss, destruction, or theft of such Bond;
(b) furnished such security or indemnity as may be required by the Registrar and
the City to save them harmless;
(c) paid all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Registrar, and any tax or other governmen-
tal charge that may be imposed; and
(d) met any other reasonable requirements of the City and the Registrar.
If, after the delivery of such Replacement Bond, a bona fide purchaser of the original
Bond in lieu of which such Replacement Bond was issued presents for payment such
original Bond, the City and the Registrar shall be entitled to recover such Replacement
Bond from the Person to whom it was delivered or any Person taking therefrom, except
a bona fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by the City
or the Registrar in connection therewith.
0189:2173
\wpSO~aSppell~,td-auth, 09
If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has
become or is about to become due and payable, the City, in its discretion may, instead of
issuing a Replacement Bond, authorize the Registrar to pay such Bond.
Each Replacement Bond delivered in accordance with this Section 2.13 shall be
entitled to the benefits and security of this Ordinance to the same extent as the Bond or
Bonds in lieu of which such Replacement Bond is delivered.
Section 2.14. Secu~ties Depository; Appointment of DTC. There may be
appointed a qualified financial institution to be a clearing agency and securities depository
for the Bonds in accordance with the provisions of this Section. Any Securities Deposi-
tory will accept and hold the Bonds as the Registered Owner thereof and will maintain
a book-entry-only system of recording the ownership and transfer of ownership of
beneficial interests in the Bonds. Any Securities Depository so appointed shall be
qualified to act as such under Section 17A of the Securities Exchange Act of 1934, as
amended, capable of properly discharging its duties in such capacity and acceptable to the
Paying Agent/Registrar.
The Depository Trust Company, New York, New York is hereby appointed to act
as the initial Securities Depository for the Bonds. The Underwriters of the Bonds shall
cause the Bonds to be registered in the name of the nominee of the initial Securities
Depository, Cede & Co., and deposit the Bonds with the initial Securities Depository in
the form of a separate fully registered Bond for each maturity. The Mayor of the City
is hereby authorized to enter into, and the City Secretary is hereby authorized to
countersign, the DTC Letter of Representations with the Securities Depository setting
forth their respective duties with respect to the Bonds as herein provided.
With respect to Bonds registered in the name of the Securities Depository or its
nominee, the City and the Paying Agent/Registrar shall be entitled to treat the Person in
whose name any Bond is registered in the Register as the absolute Owner of such Bond
for all purposes of this Ordinance, and neither the City nor the Paying Agent/Registrar
shall have any responsibility or obligation to any Person who is a Beneficial Owner in the
Bonds. Without limiting the immediately preceding sentence, neither the City nor the
Paying Agent/Registrar shall have any responsibility or obligation with respect to: (a) the
accuracy of the records of the Securities Depository, its nominee, or any other Person with
respect to any ownership interest in the Bonds, (b) the delivery to any Person, other than
an Owner as shown on the Register, of any notice with respect to the Bonds, including
any notice of redemption or advance refunding, (c) the selection of the particular Bonds
or portions thereof to be redeemed in the event of a partial redemption or an advance
0189:2173
\wpS(hc~t280x~oppell~>rd-auth.09 -17-
refunding of part of the Bonds Outstanding, or (d) the payment to any Person, other than
an Owner as shown in the Register, of any amount with respect to the Principal
Installment payments of, redemption premium, if any, or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, so long as
DTC or a successor Securities Depository is acting in such capacity with respect to the
Bonds, all Principal Installment payments and payments of redemption premium, if any,
and interest on the Bonds, and all notices with respect to such Bonds, including any
notices of redemption or advance refunding of all or part of the Bonds, shall be made and
given, respectively, in accordance with the DTC Letter of Representations, or with the
written agreement between the City, the Paying Agent/Registrar, and the successor
Securities Depository.
If DTC or any successor Securities Depository appointed by the City determines to
discontinue acting as Securities Depository for the Bonds and the City desires to continue
the book-entry-only system of recording the ownership and transfer of ownership of
beneficial interests in the Bonds, the City shall appoint a successor Securities Depository
for the Bonds. Upon acceptance by the successor Securities Depository of its appoint-
ment and its duties and responsibilities in such capacity, the City shall, upon receipt from
the preceding Securities Depository of a certified copy of its records of ownership of
beneficial interests in the Bonds, provide a copy of such records to the successor Securities
Depository and cause the Paying Agent/Registrar to authenticate and deliver Exchange
Bonds to the successor Securities Depository, registered in the name of the nominee of
such successor Securities Depository.
If the City shall have appointed a Securities Depository with respect to the Bonds
and if any of the events specified below shall occur, the Paying Agent/Registrar shall, upon
receipt from the Securities Depository of all of the necessary information regarding the
Beneficial Owners of the Bonds, authenticate and deliver, in accordance with this
Ordinance, to each Person who appears on the records of the Securities Depository as an
owner of a beneficial interest in such Bonds, an Exchange Bond or Bonds, in any autho-
rized denomination, of the same type, maturity and interest rate and in the same
aggregate principal amount as the Bonds beneficially owned by such Person, as set forth
in such record:
(a) if the Securities Depository determines not to continue to act as Securities
Depository for the Bonds and the City is unable to locate a qualified successor Securities
Depository;
0189:2173
~wpS0~at28(koppell~otd-auth.09
(b) if the City determines that the Securities Depository is incapable of properly
discharging its duties as Securities Depository for the Bonds and is unable to locate a
qualified successor Securities Depository;
(c) if the City determines that it is in the best interest of the City to discontinue
the book-entry system of registration of ownership of beneficial interest in the Bonds
provided by the Securities Depository; or
(d) if the City determines that the continuance of the book-entry system of
registration of ownership of beneficial interest in the Bonds provided by the Securities
Depository might adversely affect the interests of the Owners of such beneficial interest
in the Bonds.
Upon the occurrence of any of the foregoing events, the City shall provide written notice
of such event to the Paying Agent/Registrar, the Trustee, and the Securities Depository.
If any Securities Depository appointed by the City ceases to act in such capacity
with respect to the Bonds, the Trustee will, upon the direction of the City, take proposals
for and award a contract for the printing of the Bonds in the form prescribed in the
Forms of Bonds.
The City and any successor Securities Depository are entitled to rely upon the
records of the outgoing Securities Depository for the names of the Persons who are
Beneficial Owners of the Bonds.
ARTICLE III
REDEMPTION
Section 3.01. Optional Redemption. The Bonds may be redeemed by the City, in
whole or in part prior to maturity, on any Interest Payment Date at the option of the
City, after notice as provided herein, at the redemption prices (expressed as percentages
of principal amount) set forth in the table below plus accrued interest to the redemption
date.
0189:2173
\wp50~cat280~ppell~rd-autlt09
Redemption Date Redemption Price
From the Closing Date through September 1, 2002 103%
From September 2, 2002 through September 1, 2003 102%
From September 2, 2003 through September 1, 2004 101%
From September 2, 2004 and thereafter 100%
Section 3.02. Mandatory Nonscheduled Redemptions. The Bonds shall be
redeemed, in whole or in part, prior to maturity at the earliest possible time at the
redemption prices stated in Section 3.01 or purchased, in whole or in part, at the purchase
prices stated in Section 3.07 from amounts transferred to the Redemption Fund from the
Assessment Fund, Assessment Prepayment Fund, Administrative Expense Fund, and
Improvement Fund pursuant to Sections 6.01, 6.04, 6.05, and 6.07, respectively.
Notwithstanding the foregoing, the City will not be required to make a mandatory
nonscheduled redemption unless it has at least twenty-five thousand dollars ($25,000)
available in the Redemption Fund with which to redeem Bonds.
In lieu of redeeming Bonds with the funds described in this Section, the City may
purchase Bonds in the open market of the maturity to be redeemed at the price not in
excess of that provided in Section 3.07.
Section 3.03. SinIcing Fund Redemption. Prior to their Maturity Date, a portion
of the Bonds shall be redeemed from amounts on deposit in the Debt Service Fund on
March 1 in the years and in the following required principal amounts at a redemption
price of par plus accrued interest to the redemption date:
0189:2173
\wpSO~c~t280x~oppell~ord-autb. 09 -20-
Mandatory Required Mandatory Required
Redemption Redemption Redemption Redemption
Date Amount Date Amount
March 1, 1994 $ 105 000 March 1, 2004 $ 255 000
March 1, 1995 115 000 March 1, 2005 280 000
March 1, 1996 130 000 March 1, 2006 305 000
March 1, 1997 140 000 March 1, 2007 335 000
March 1, 1998 155 000 March 1, 2008 365 000
March 1, 1999 165 000 March 1, 2009 395 000
March 1, 2000 180 000 March 1, 2010 435 000
March 1, 2001 200 000 March 1, 2011 475 000
March 1, 2002 215 000 March 1, 2012 515 000
March 1, 2003 235 000
Section 3.04. Notice of Redemption. Notice of redemption shall be given at least
thirty (30) days and no more than sixty (60) days prior to the redemption date by giving
written notice to the Paying Agent/Registrar and by sending such notice to the Registered
Owner of each Bond to be redeemed in whole or in part at the address shown on the
Register by firSt-class mail, postage prepaid. Such notice shall also be sent by certified
mail, return receipt requested to Registered Owners of one million dollars ($1,000,000) or
more of Bonds, and to (a) the Securities Depository and (b) to at least two (2) national
information services. Such notice shall state the complete official name of the Bonds to
be redeemed, CUSIP numbers, the Issue Date and the Maturity Date of such Bonds, any
other information appropriate to identify sufficiently the Bonds being redeemed, the
redemption date, the principal amount of the Bonds to be redeemed and, if less than all
of the then Outstanding Bonds are to be redeemed, the identification numbers (and, in
the case of partial redemption, the respective principal amounts) of the Bonds to be
redeemed, the amount of accrued interest payable on the redemption date, the
redemption agent's name and address, and the place at which the Bonds are to be
surrendered for payment. Any notice mailed as provided in this Section 3.04 shall be
conclusively presumed to have been duly given, whether or not the Registered Owner
receives such notice. By the redemption date, due provision shall be made with the
Paying Agent/Registrar for the payment of the redemption price of the Bonds to be
redeemed, plus accrued interest thereon to the redemption date. When such Bonds have
been called for redemption, in whole or in part, as provided above and due provision has
been made to redeem same, such Bonds, or portions thereof, shall no longer be regarded
0189:2173
\wpSO~c~t280~coppell~ord-autkG9 -21-
as Outstanding except for the purpose of receiving payment from the funds provided for
redemption, and the right of the Registered Owners to collect interest on such Bonds or
portions thereof which would otherwise accrue after the redemption date shall be
terminated.
Section 3.05. Additional Provisions with Respect to Redemption. Bonds may be
redeemed in part only in integral multiples of five thousand dollars ($5,000) and if a
Bond subject to redemption is in a denomination larger than five thousand dollars
($5,000), a portion of such Bond may be redeemed, but only in an integral multiple of
five thousand dollars ($5,000).
If less than all of the Bonds are to be redeemed pursuant to a Section 3.01
optional redemption, the City may select the maturity to be redeemed. Bonds to be
mandatorily redeemed with funds described in Section 3.02 shall be redeemed by the
Trustee in integrals of five thousand dollars ($5,000), on a pro rata basis from all
maturities in such manner as the Trustee in its sole discretion determines.
If less than all of the Bonds within a maturity are to be redeemed pursuant to an
optional or mandatory call, they shall be selected by lot within such maturity, in such
manner as the Paying Agent/Registrar may determine and treating each five thousand
dollar ($5,000) amount of Bonds as a single Bond for such purposes.
There shall also be a pro rata reduction [in amounts of five thousand dollars
($5,000)] in such manner as the Trustee deems appropriate in the Sinking Fund Payments
required to be made pursuant to Section 3.03. Upon surrender of any Bond for redemp-
tion in part, the Paying Agent/Registrar, in accordance with the provisions of the Ordi-
nance, shall authenticate and deliver in exchange therefor a Bond or Bonds of like tenor,
maturity and interest rate in an aggregate principal amount equal to the unredeemed
portion of the Bond so surrendered.
Section 3.0~ Application of Redemption Fund Payments. (a) At its option,
to be exercised on or before the forty-fifth (45th) day next preceding any Sinking Fund
Payment Date, the City may (i) deliver to the Registrar for cancellation Bonds in any
aggregate principal amount desired or (ii) receive a credit in respect of its Sinking Fund
Payment obligations for any Bonds which prior to such date have been redeemed
(otherwise than through Sinking Fund Payments) and cancelled by the Registrar and not
theretofore applied as a credit against any Sinking Fund Payment obligations. Each Bond
so delivered or previously redeemed shall be credited by the Trustee at one hundred
percent (100%) of the principal amount thereof on the obligation of the City on such
0189:2173
Sinking Fund Payment Date and any excess over such amount shall be credited on future
Sinking Fund Payment obligations in direct chronological order, and the principal amount
of Bonds to be redeemed with Sinking Fund Payments shall be accordingly reduced.
The City shall, on or before the forty-fifth (45th) day next preceding each Sinking
Fund Payment Date, furnish the Trustee with a certificate indicating whether or not and
to what extent the provisions of the preceding paragraph are to be availed of with respect
to such Sinking Fund Payment and confirm that cash funds for the balance of the next
succeeding prescribed Sinking Fund Payment will be paid on or before the next succeeding
payment date.
(b) Unless the Trustee has received notice from the City as provided in this
Section 3.06 whether or not and to the extent it wishes to purchase Bonds, it shall call for
redemption on the next Sinking Fund Payment Date such principal amount of the Bonds
as is required to exhaust as nearly as possible such Sinking Fund Payment, or partial
payment if the City has partially availed itself of the provisions of this Section 3.06.
Section 3. 07. Purchase Price for Bonds. Upon receipt of written notice by the City
specifying Bonds to be purchased, the Trustee shall apply monies available for redemption
to the purchase of Bonds which were otherwise to be redeemed in such order or priority
and subject to such restrictions as may be prescribed in this Ordinance in the manner
provided in this Section. The purchase price paid by the Trustee (excluding accrued
interest but including any brokerage and other charges) for any Bond purchased shall not
exceed the principal amount of such Bond unless such Bond may be redeemed in
accordance with this Ordinance on any date or dates within thirteen (13) months after
such purchase in which event such purchase price shall not exceed the highest of the
redemption price of such Bond applicable on any such date.
Section 3.08. Trustee to Redeem Bonds. Subject to the limitations set forth or
referred to in Sections 3.02 and 3.07, the Trustee shall call for redemption on each
mandatory redemption date, whether scheduled or nonscheduled, when said Bonds are to
be redeemed in accordance with this Ordinance, such principal amount of said Bonds as
are to be redeemed on said date with the amount of such monies then available therefor.
0189:2173
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ARTICLE IV
FORM OF BONDS AND CERTIFICATES
Section 4.01. Forms. The form of the Bonds, including the form of the
Registrar's authentication certificate, the form of assignment, and the form of the
Comptroller's Registration Certificate for the Bonds to be initially issued, shall be
substantially as follows, with such additions, deletions, and variations as may be necessary
or desirable and not prohibited by this Ordinance:
Form of Bond
(Face of Bond)
United States of America
State of Texas
NUMBER DENOMINATION
R- $
REGISTERED REGISTERED
0189:2173
\wPSO~a~t2gO~cop!t~ll~rd-~utk09
CITY OF COPPELL, TEXAS
Special Assessment Bonds
(Gateway Project)
Series 1992
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
May 1, 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF COPPELL, TEXAS (the "City") for value received, promises to
pay, but solely from Special Assessment Revenues as hereafter defined, to the registered
owner identified above or registered assigns, on the date specified above, upon presenta-
tion and surrender of this bond at the principal corporate trust office of NationsBank of
Texas, N.A., Dallas, Texas (the "Paying Agent/Registrar"), the principal amount identified
above, in any coin or currency of the United States of America which on the date of
payment of such principal is legal tender for the payment of debts due the United States
of America, and to pay $nterest thereon at the rate shown above, calculated on the basis
of a 360-day year of twelve 30-day months, from the later of May 1, 1992, or the most
recent interest payment date to which interest has been paid or duly provided for.
Interest on this bond is payable by check payable on September 1, 1992, and each March
1 and September 1 thereafter until maturity, mailed to the registered owner of record as
shown on the books of registration kept by the Registrar as of the 15th calendar day of
the month next preceding each interest payment date.
THIS BOND IS NOT A GENERAL OBLIGATION OF THE CITY, DOES NOT
GIVE RISE TO A CHARGE AGAINST THE GENERAL CREDIT OR TAXING
POWERS OF THE CITY, AND IS NOT PAYABLE EXCEPT AS PROVIDED
HEREUNDER AND IN ACCORDANCE WITH CHAPTER 372, V.T.C.A., LOCAL
GOVERNMENT CODE, AS AMENDED, (THE "ACT'). THE OWNER OF THIS
BOND SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT OF THIS
OBLIGATION OUT OF ANY FUNDS OF THE CITY OTHER THAN THE SPECIAL
ASSESSMENT REVENUES (THE "SPECIAL ASSESSMENT REVENUES"), AND THE
CITY SHALL HAVE NO LEGAL OR MORAL OBLIGATION TO PAY THIS
OBLIGATION FROM ANY CITY FUNDS OTHER THAN SPECIAL ASSESSMENT
0189:2173
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REVENUES. NEITHER THE STATE OF TEXAS NOR ANY POLITICAL SUBDIVI-
SION THEREOF IS OBLIGATED TO MAKE PAYMENT ON THIS BOND.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE.
IN WITNESS HEREOF, this bond has been signed with the manual or facsimile
signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary of the City, and the official seal of the City has been duly
impressed, or placed in facsimile, on this bond.
(AUTHENTICATION (SEAL) CITY OF COPPELL, TEXAS
CERTIFICATE)
Mayor
COUNTERSIGNED:
City Secretary
(Back Panel of Bond)
THIS BOND IS ONE OF A DULY AUTHORIZED ISSUE OF BONDS aggregat-
ing $5,000,000, issued pursuant to an ordinance adopted by the City Council of the City
(the "Ordinance") for City of Coppell, Texas, Special Assessment Bonds, Series 1992
(Gateway Project), to pay the costs of authorized improvements, to fund a reserve fund,
to pay capitalized interest, and to pay costs of issuance of the bonds as authorized by and
pursuant to the Act.
THIS BOND AND THE SERIES OF WHICH IT IS A PART are special
obligations of the City and are payable as to both principal and interest solely from and
equally secured by a lien on and pledge of the Special Assessment Revenues (as defined
and more fully described in the Ordinance authorizing this bond and the series of which
it is a part), levied against benefited property within the Coppell Gateway Public
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Improvement District, pursuant to the provisions of Chapter 372, Texas Local Government
Code. Reference is hereby made to the Ordinance for a more complete statement of the
covenants and provisions securing the payment of this bond and the series of which it is
a part.
THIS BOND is transferable only upon presentation and surrender at the principal
corporate trust office of the Registrar, duly endorsed for transfer or accompanied by an
assignment duly executed by the registered owner or his authorized representative, subject
to the terms and conditions of the Ordinance.
THE BONDS are subject to redemption prior to maturity at the option of the
City on any Interest Payment Date at a redemption price equal to the percentage of their
principal amount set forth below plus accrued interest to the date fixed for redemption:
Redemption Date Redemption Price
From the Closing Date through September 1, 2002 103%
From September 2, 2002 through September 1, 2003 102%
From September 2, 2003 through September 1, 2004 101%
From September 2, 2004 and thereafter 100%
THE BONDS are to be redeemed at the earliest possible time prior to maturity
from prepayments of Special Assessments, excess Special Assessment Revenues and
proceeds of bonds as provided in the Ordinance at the redemption prices set forth above
plus accrued interest to the date of redemption.
THE BONDS are also subject to mandatory redemption by lot prior to their
maturity as provided in the Ordinance at a redemption price equal to the principal amount
0189:2173
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of the bonds to be redeemed, together with unpaid accrued interest on the bonds called
for redemption to the date fixed for redemption in the following principal amounts and
at the times indicated:
Mandatory Required Mandatory Required
Redemption Redemption Redemption Redemption
Date Amount Date Amount
March 1, 1994 $ 105,000 March 1, 2004 $ 255,000
March 1, 1995 115,000 March 1, 2005 280,000
March 1, 1996 130,000 March 1, 2006 305,000
March 1, 1997 140,000 March 1, 2007 335,000
March 1, 1998 155,000 March 1, 2008 365,000
March 1, 1999 165,000 March 1, 2009 395,000
March 1, 2000 180,000 March 1, 2010 435,000
March 1, 2001 200,000 March 1, 2011 475,000
March 1, 2002 215,000 March 1, 2012 515,000
March 1, 2003 235,000
Each year in which there are mandatory redemption requirements on bonds
maturing in the year 2012, the Paying Agent/Registrar shall (i) determine the principal
amount of bonds that must be mandatorily redeemed and the date on which such Bonds
are to be redeemed ("Mandatory Redemption Date"), (ii) after taking into account
deliveries for cancellation and optional redemptions, select the bonds or portions of bonds
to be mandatorily redeemed on such Mandatory Redemption Date, and (iii) give notice
of such redemption as provided below. The principal amount of bonds to be mandatorily
redeemed on each Mandatory Redemption Date shall be reduced by the principal amount
of such bonds which has been purchased and delivered or tendered for cancellation by or
on behalf of the City to the Paying Agent/Registrar forty-five (45) days prior to such
Mandatory Redemption Date and which has not previously been made the basis for a
reduction. In addition, if the City has optionally redeemed part but not all of the bonds,
the principal amount to be mandatorily redeemed on the next scheduled Mandatory
Redemption Date or dates following the date of such optional redemption shall be
reduced by the principal amount of bonds optionally redeemed and which has not
previously been made the basis for a reduction under this sentence.
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BONDS MAY BE REDEEMED IN PART only in integral multiples of $5,000.
If a bond subject to redemption is in a denomination larger than $5,000, a portion of
such bond may be redeemed, but only in integral multiples of $5,000. In selecting
portions of bonds for redemption, each bond shall be treated as representing that number
of bonds of $5,000 denomination which is obtained by dMding the principal amount of
such bond by $5,000. Upon surrender of any bond for redemption in part, the Paying
Agent/Registrar, in accordance with the provisions of the Ordinance, shall authenticate and
deliver in exchange therefor a bond or bonds of like maturity and interest rate in an
aggregate principal amount equal to the unredeemed portion of the bond so surrendered.
NOTICE OF EACH EXERCISE OF A RESERVED RIGHT OF REDEMPTION
shall be given at least 30 days and no more than sixty (60) days prior to the redemption
date by written notice to the Paying Agent/Registrar and by sending such notice to the
registered owner of each bond to be redeemed in whole or in part at the address shown
on the Register by first-class mail, postage prepaid. Such notice shall also be sent by
certified mail, return receipt requested to registered owners of $1,000,000 or more of
bonds, and to (a) the Securities Depository and (b) to at least two (2) national
information services. Such notice shall state the complete official name of the bonds to
be redeemed, CUSIP numbers, the issue date and the maturity date of such bonds, any
other information appropriate to identify sufficiently the bonds being redeemed, the
redemption date, the principal amount of the bonds to be redeemed and, if less than all
of the then outstanding bonds are to be redeemed, the identification numbers (and, in the
case of partial redemption, the respective principal amounts) of the bonds to be
redeemed, the amount of accrued interest payable on the redemption date, the
redemption agent's name and address, and the place at which the bonds are to be
surrendered for payment. Any notice mailed as provided in Section 3.04 of the ordinance
authorizing the bonds shall be conclusively presumed to have been duly given, whether or
not the registered owner receives such notice. By the redemption date, due provision shall
be made with the Paying Agent/Registrar for the payment of the redemption price of the
bonds to be redeemed, plus accrued interest thereon to the redemption date. When such
bonds have been called for redemption, in whole or in part, as provided above and due
provision has been made to redeem same, such bonds, or portions thereof, shall no longer
be regarded as outstanding except for the purpose of receiving payment from the funds
provided for redemption, and the right of the registered owners to collect interest on such
bonds or portions thereof which would otherwise accrue after the redemption date shall
be terminated.
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THE BONDS are exchangeable at the principal corporate trust office of the
Registrar for bonds in the principal amount of $5,000 or any integral multiple thereof,
subject to the terms and conditions of the Ordinance.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any
benefit under the Ordinance unless this bond either (i) is registered by the Comptroller
of Public Accounts of the State of Texas by registration certificate attached or affLxed
hereto or (ii) is authenticated by the Registrar by due execution of the authentication
certificate endorsed hereon.
THE CITY HAS APPOINTED the Paying Agent/Registrar to act as Trustee for
the bondholders as provided in the Ordinance. Pursuant to the Ordinance, the Trustee
is to bill and collect Special Assessment Revenues for and on behalf of the City.
Reference is made to the Ordinance for a complete description of the powers and duties
of the Trustee.
THE REGISTERED OWNER of this bond, by acceptance hereof, acknowledges
and agrees to be bound by all the terms and conditions of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all times provide a
legally qualified registrar for the bonds and will cause notice of any change of registrar
to be mailed to each registered owner.
IT IS HEREBY CERTIFIED, RECITED, AND REPRESENTED that this bond
has been duly and validly issued and delivered; that all acts, conditions, and things
required or proper to be performed, exist, and be done precedent to or in the issuance
and delivery of this bond have been performed, exist, and been done in accordance with
law; that the bonds do not exceed any statutory limitation; and that provision has been
made for the principal installment payment of and interest on this bond and all of the
bonds by the creation of the aforesaid lien on and pledge of the Special Assessment
Revenues.
0189:2173
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FORM OF REGISTRATION CERTIFICATE
OF COMPTROLLER OF PUBLIC ACCOUNTS,l/
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 OF OFFICE THIS
Comptroller of Public Accounts
of the State of Texas
FORM OF AUTHENTICATION CERTIFICATE
AUTHENTICATION CERTIFICATE
It is hereby certified that this bond has been delivered pursuant to the bond Ordinance
described in the text of this bond, in exchange for or in replacement of a bond, bonds,
or a portion of a bond or bonds of a series which was originally approved by the Attorney
General of Texas and registered by the Comptroller of Public Accounts of the State of
Texas.
NationsBank of Texas, N.A.
Paying Agent/Registrar
By
Authorized Signature
Date of Authentication
!/To be printed only on the Initial Bonds
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FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this bond, or
duly authorized representative or attorney thereof, hereby assigns this bond to
(Please Print)
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
I .I
(Name)
(Address)
(City, State, Zip Code)
and does hereby irrevocably constitute and appoint , Houston, Texas,
or its successor as Trustee to transfer the said bond on the books kept for registration
thereof with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: This signature must be Registered Owner
guaranteed by a member of the NOTICE: This signature must correspond
New York Stock Exchange or a with the name of the Registered Owner
commercial bank or trust company. appearing on the face of this bond.
Section 4.02. Legal Opinion; CUSIP; Bond Insurance. The approving opinion of
Vinson & Elkins, Houston, Texas, and CUSIP Numbers may be printed on the Bonds,
but errors or omissions in the printing of such opinion or such numbers shall have no
effect on the validity of the Bonds. If bond insurance is obtained, the Bonds may bear
an appropriate legend as provided by the insurer.
0189:2173
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ARTICLE V
SECURITY FOR THE BONDS
Section 5.01. Pledge of Special Assessment Revenues. The City hereby covenants
and agrees that the Special Assessment Revenues are hereby irrevocably pledged, to the
payment and security of the Bonds and the payment of Administrative Expenses, including
the establishment and maintenance of the special funds created and established for the
payment and security thereof, all as hereinafter provided; and it is hereby ordained that
the pledge of the Special Assessment Revenues to the payment of the Bonds and the
interest thereon be valid and binding without any physical delivery thereof or further act
by the City, and the lien upon such revenues created for the payment and security of the
Bonds shall be, except as otherwise provided in the Act or by law, prior in right and claim
as to any other indebtedness, liability, or obligation of the City.
Section 5.02. Special Obligations. The Bonds are special obligations of the City
payable from the Special Assessment Revenues, as and to the extent provided in this
Ordinance. The Bonds do not give rise to a charge against the general credit or taxing
powers of the City and are not payable except as provided in the Act and in this
Ordinance. The Owners of the Bonds shall never have the right to demand payment
thereof out of any funds of the City other than the Special Assessment Revenues. The
City shall have no legal or moral obligation to pay for the Bonds out of any City funds
other than Special Assessment Revenues.
Section 5.03. Assessment Roll. The Special Assessments are shown on the
Assessment Roll. The aggregate amount of Special Assessments assessed to pay the Debt
Service Requirements on the Bonds is five million dollars ($5,000,000). Reference is made
to the Assessment Roll for a particular description of the lots or parcels of land and the
amount of Special Assessment on each.
Section 5. 04. Collection and Deposit of Special Assessments. The Special Assess-
ments shown on the Assessment Roll, together with the interest thereon, shall remain
and constitute a trust fund for the redemption and Principal Installment payment of the
Bonds and for the interest due thereon and to pay Administrative Expenses.
The Special Assessments assessed to pay Debt Service Requirements on the Bonds,
together with interest thereon, are payable in annual installments established by the
Assessment Ordinance to correspond, as nearly as practicable, to the Debt Service
Requirements. A Special Assessment has been made payable in the Assessment
0189:2173
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Ordinance in each Fiscal Year preceding the date of final maturity of the Bonds which,
if collected, will be sufficient to pay the Debt Service Requirements on the Bonds and
to pay Administrative Expenses. The annual installment of each Special Assessment
coming due in any year, together with the annual interest thereon, is payable in the same
manner and at the same time as the general ad valorem taxes of the City on real property
are payable, and become delinquent at the same times and bear the same proportionate
penalties and interest after delinquency as do the general ad valorem taxes of the City on
real property, all as shown in the Assessment Ordinance.
A record of the Special Assessments on each tract or lot in the District which are
to be collected in each year during the term of the Bonds has been prepared by the City
and is shown on the Assessment Roll. Sums received from the collection of the Special
Assessments to pay the Debt Service Requirements on the Bonds (including delinquent
installments, Foreclosure Proceeds, proceeds from a guarantor of Special Assessments to
pay the Debt Service Requirements on the Bonds, and penalties) and of the interest
thereon shall be deposited into the Assessment Fund, except that amounts received as
Prepayments shall be deposited into the Assessment Prepayment Fund.
Any sums collected as an annual Administrative Expense Assessment to pay
Administrative Expenses shall be deposited in the Administrative Expense Fund.
Section 5.05. Prepayments in Full. The provisions of Section 372.018 of the Act
are applicable to the payment of the unpaid Special Assessments and the corresponding
mandatory redemption of the Bonds. Pursuant thereto, whenever an owner elects to pay
off an unpaid Special Assessment levied to pay the Debt Service Requirements on the
Bonds in full and remove the lien of such Special Assessment, the Trustee (in addition
to any delinquent installments of such Special Assessment, including the interest and
penalties thereon) shall collect from such owner the total of the following sums:
(a) The unpaid, nondelinquent principal of such Special Assessment, including
principal for the current Fiscal Year but not yet paid.
(b) Unpaid interest to accrue on such Special Assessment through the date of
Prepayment and a reasonable 'fee, fixed by the Trustee, for the cost of administering the
Prepayments and the corresponding mandatory redemption of the Bonds.
Section 5.06. Partial Prepayments. Whenever an owner of assessed land elects to
prepay the Special Assessment levied to pay the Debt Service Requirements on the Bonds
in part and remove the lien of such Special Assessment in part, the Trustee (in addition
0189:2173
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to any delinquent installments of such Special Assessment, including the interest and
penalties thereon) shall collect from each owner the total of the following sums:
(a) A portion of the unpaid, nondelinquent principal of such Special Assessment
to be prepaid in increments of five thousand dollars ($5,000).
(b) Unpaid interest to accrue on such Special Assessment through the date of
Prepayment and a reasonable fee, fixed by the Trustee, for the cost of administering the
Prepayment and the corresponding mandatory redemption of the Bonds.
When a Special Assessment to pay the Debt Service Requirements on the Bonds
has been partially prepaid, the Trustee shall issue a revised record for that parcel, a copy
of which shall be filed with the City Secretary, showing the proportionate reduction in such
Special Assessment installments or the portion of the parcel which has had the lien for
such Special Assessment removed. Thereafter, the Trustee shall mail subsequent install-
ments at the reduced rate.
ARTICLE VI
FUNDS AND ACCOUNTS, INITIAL DEPOSITS
AND APPLICATION OF MONEY
Section 6.01. Assessment Fund. The City hereby covenants and agrees that all
Special Assessment Revenues (other than interest and investment earnings, those received
as a Prepayment of a Special Assessment, and revenues resulting from the collection of
the Administrative Expense Assessments) shall be deposited, as collected and received,
into a separate account (created, established, and to be maintained with the Trustee
known as the "City of Coppell, Texas, Special Assessment Bonds, Series 1992 (Gateway
Project) Assessment Fund" and that the Special Assessment Revenues shall be kept
separate and apart from all other funds of the City. All Special Assessment Revenues
deposited into the Assessment Fund shall be promptly transferred to the following Funds
in the following order of priority:
FIRST: To the Debt Service Fund, an amount necessary, if any, to increase the
balance in the Debt Service Fund to an amount equal to the aggregate amount of all
remaining scheduled Debt Service Requirements during the next year, as provided herein.
0189:2173
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SECOND: To the Reserve Fund, an amount required to establish, accumulate,
and maintain the Required Reserve Amount in accordance with the provisions of this
Ordinance.
THIRD: To the Administrative Expense Fund, an amount required to cause the
balance in such Fund to equal the Administrative Expense Fund Requirement.
FOURTH: To the Redemption Fund, any remaining amounts.
Section 6.02. Debt Service Fund. For purposes of providing funds to pay the
Debt Service Requirements on the Bonds as the same become due and payable, the City
agrees to maintain, at the Trustee, a separate and special account or fund to be created
and known as the "City of Coppell, Texas, Special Assessment Bonds, Series 1992
(Gateway Project) Debt Service Fund." Accrued interest on the Bonds and $413,250 of
bond proceeds shall be deposited into the Debt Service Fund upon issuance of the Bonds.
There shall also be deposited into the Debt Service Fund prior to each Maturity Date,
Sinking Fund Payment Date and Interest Payment Date on the Bonds, from the available
Special Assessment Revenues, an amount equal to one hundred percent (100%) of the
amount required to fully pay the interest on and the Principal Installment of the Bonds
then falling due and payable whether at maturity or as a mandatory scheduled redemption.
Section 6.03. Reserve Fund. For purposes of establishing, accumulating, and
maintaining funds as a reserve for the payment of the Bonds, the City agrees and
covenants to maintain a separate and special fund or account with the Trustee known as
the "City of Coppell, Texas, Special Assessment Bonds, Series 1992 (Gateway Project)
Reserve Fund." The Trustee shall deposit into the Reserve Fund (a) from the proceeds
of the Bonds, an amount equal to the Required Reserve Amount, and (b) all amounts
required to be transferred to such Fund from the Assessment Fund pursuant to and at the
times specified in Section 6.01. The Trustee shall transfer from the Reserve Fund to the
Debt Service Fund such amounts at such times as required to pay the Debt Service
Requirements on the Bonds as they become due (whether at maturity or on scheduled
mandatory redemption dates), when and to the extent other funds available for such
purposes in the Debt Service Fund are insufficient. The Reserve Fund may also be used
for the payment of the applicable redemption premium, if any, on Bonds called for early
redemption with Prepayments pursuant to Section 3.02. In addition, amounts in the
Reserve Fund may be used to retire the last maturity or interest on the Bonds that remain
Outstanding.
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The amount of the Required Reserve Amount shall be recalculated by the Trustee
at the end of each Fiscal Year in which there were Special Assessment Prepayments
resulting in the early payment of Bonds. Any excess amount in the Reserve Fund shall
be transferred to the Assessment Fund at the end of each fiscal year.
When and so long as the cash and investments in the Reserve Fund total not less
than the Required Reserve Amount, no deposits need be made to the credit of the
Reserve Fund; but, if and when the Reserve Fund at any time contains less than the
Required Reserve Amount because monies are withdrawn as permitted by this Section,
the City agrees to cure the deficiency in the Required Reserve Amount from Special
Assessments at the earliest possible time but only from Special Assessment Revenues.
Section 6.04. Assessment Prepayment Fund. There is hereby established with the
Trustee a special fund to be known as the "City of Coppell, Texas, Special Assessment
Bonds, Series 1992 (Gateway Project) Assessment Prepayment Fund." Upon receiving a
Prepayment of a Special Assessment for the payment of the Debt Service Requirements
on the Bonds, the Trustee shall deposit the amount of such Prepayment (except for any
portion thereof that represents a payment of principal, interest or penalty on a delinquent
installment of such prepaid Special Assessment, which portion shall be treated and applied
as Special Assessment Revenues) into the Assessment Prepayment Fund. All Prepay-
ments may be commingled in a single account. Promptly following the deposit of any
such Prepayment into the Assessment Prepayment Fund, the Trustee shall transfer such
amount representing unpaid principal of the Special Assessment as set forth in Section
5.05 directly into the Redemption Fund to be used to redeem or purchase Bonds and such
amount representing unpaid interest as set forth in Section 5.05 to the Debt Service Fund.
Section 6.05. Administrative Expense Fund. There is hereby created with the
Trustee a special fund, herein called the "City of Coppell, Texas, Special Assessment
Bonds, Series 1992 (Gateway Project) Administrative Expense Fund," to be designated
and maintained by the City as a separate account, distinct from all other accounts of the
City with the Trustee. The Trustee shall deposit into the Administrative Expense Fund
from the proceeds of the Bonds an amount equal to the Administrative Expense Fund
Requirement. Thereafter, the Trustee shall deposit into the Administrative Expense Fund,
all amounts required to be transferred to such Fund from the Assessment Fund pursuant
to, and at the times specified in, Section 6.01 hereof, and all revenues resulting from the
collection of the Administrative Expense Assessments. Such amounts shall be applied by
the Trustee to pay Administrative Expenses as they become due. The Trustee shall
transfer any amounts in the Administrative Expense Fund in excess of the Administrative
Expense Fund Requirement to the Redemption Fund.
0189:2173
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Fees or charges incurred by the City payable to the Paying Agent/Registrar/Trustee
in satisfaction of the City's liability to the Paying Agent/Registrar/Trustee for the services
described herein, as well as other Administrative Costs of the City hereunder, including
those of the City for the collection services described herein, shall be paid from the
Administrative Expense Fund.
Section 6.06. Lien Forgiveness upon Payment of Boncls. When there are monies
in the Administrative Expense Fund, Assessment Fund, Assessment Prepayment Fund,
Improvement Fund, Redemption Fund, and Reserve Fund sufficient to make all interest
payments to maturity or earlier required redemption date, to pay all Principal Installment
payments, and to pay the Administrative Expenses due and to become due to the final
Maturity Date or scheduled mandatory redemption date of all the Bonds, no further
payments need to be made into the Administrative Expense Fund, Assessment Fund,
Assessment Prepayment Fund, Improvement Fund, Redemption Fund, and Reserve Fund,
and such funds shall be used to redeem the Bonds.
After all Bonds are paid or provision is made for their payment, the City forgives
the owner of assessed property of the payment of any further Special Assessment and the
lien for the Special Assessment shall be removed from all property in the District.
Any amount remaining in any of the Funds created hereunder upon the retirement
of the Bonds shall be paid to the City.
Section 6.07. Improvement Fund. There is hereby created a special fund with the
Trustee to be called the "City of Coppell, Texas, Special Assessment Bonds, Series 1992
(Gateway Project) Improvement Fund." The Improvement Fund shall be maintained by
the City as a separate account distinct from all other accounts of the City with the
Trustee. The Improvement Fund shall consist of the proceeds received from the sale of
the Bonds, including any premium received by the City on the sale of the Bonds (but not
including: any accrued interest and any capitalized interest on the Bonds, which shall be
deposited directly into the Debt Service Fund pursuant to Section 6.02; any amounts
placed in the Reserve Fund pursuant to Section 6.03, and any amounts placed in the
Administrative Expense Fund pursuant to Section 6.05). Disbursement from the
Improvement Fund shall be made to pay the costs of acquisition and construction of the
Authorized Improvements, together with all expenses incidental thereto, and the City's
costs of creation of the District and initial administration of the District and costs of
issuance of the Bonds. Prior to making each disbursement from the Improvement Fund,
0189:2173
\v, pSO~t2so~ppen~r~-autko9
the Trustee shall receive from the City a Request for Disbursement in the form attached
hereto as Exhibit "D."
After completion of the acquisition and construction of the Authorized Improve-
ments and the payment of all claims from the Improvement Fund, the Trustee shall
determine the amount of the surplus, if any, remaining in the Improvement Fund and shall
transfer any such surplus to the Redemption Fund to redeem Outstanding Bonds prior to
their scheduled maturity as provided in Section 3.02 of this Ordinance.
Section 6.08. Redemption Fund. There is hereby created a special fund with the
Trustee to be called the "City of Coppell, Texas, Special Assessment Bonds, Series 1992
(Gateway Project) Redemption Fund." The Trustee shall deposit into the Redemption
Fund all amounts required to be transferred to such Fund from the Assessment Fund,
Assessment Prepayment Fund, Administrative Expense Fund and the Improvement Fund
pursuant to, and at the times specified in, Sections 6.01, 6.04, 6.05 and 6.07, respectively,
hereof. The Trustee shall apply all such amounts in the Redemption Fund, subject to the
twenty-five thousand dollar ($25,000) limitation specified in Section 3.02 hereof, to redeem
or purchase Bonds in accordance with Section 3.02 hereof. Accrued interest on any Bonds
redeemed shall be paid from the Debt Service Fund. The redemption premium shall be
paid from amounts tranferred to the Redemption Fund except in the event of a transfer
in accordance to Section 6.04 in which event the redemption premium shall be paid from
the Reserve Fund pursuant to Section 6.03.
Section 6.09. Deposit and Investment of Funds. Monies in the Assessment Fund,
the Debt Service Fund, the Administrative Expense Fund, the Assessment Prepayment
Fund, the Redemption Fund and the Improvement Fund shall be deposited or invested
in any Authorized Investments maturing on a date or dates on or prior to the need for
such monies. Monies in the Reserve Fund shall be deposited or invested in such obliga-
tions maturing on the earlier of a date or dates not later than (a) the date of maturity of
the last Bond then Outstanding or (b) five (5) years after the date of the investment.
Except as provided in this Section, any income or interest earned on any fund or account
held by the Trustee under this Ordinance shall accrue to and be deposited in the fund or
account from which said monies were deposited or invested, except to the extent otherwise
provided herein. Interest and investment earnings on any fund or account which is
required to be paid to the federal government, pursuant to Section 7.06, shall be deposited
into the Rebate Fund. The Trustee shall be entitled to receive instructions from the City
as to each deposit or investment prior thereto, and to have such instructions confirmed
in writing within two Business Days. In the absence of prior instructions, the Trustee shall
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invest monies as they become available for deposit or investment in a qualified money
market account.
Section 6.10. Payment of Bonds. While any of the Bonds are Outstanding, the
City shall cause to be paid solely from funds on deposit in the Funds created hereunder
amounts sufficient to fully pay and discharge promptly the Debt Service Requirements on
the Bonds as such payments accrue or mature, whether by reason of Stated Maturity,
redemption, or otherwise; such transfer of funds must be made in such manner as will
cause immediately available funds to be available for payment of the Bonds at the close
of the Business Day next preceding the date the Debt Service Requirement payment is
due on the Bonds.
Section 6.11. Advances from Available Funds. In the event of a delinquency in
the payment of any installment of the Special Assessment levied upon any property for
the payment of the Principal Installment of and interest on the Bonds, the City may, but
is not obligated to, be the purchaser of the delinquent property upon which any of said
Special Assessments are levied in like manner in which it may become the purchaser of
property sold for the nonpayment of general ad valorem property taxes, and in the event
the City does so become the purchaser of such property, shall pay and transfer from
available funds and deposit into the Debt Service Fund the amount of any remaining
amount of unpaid Special Assessment, delinquent Special Assessment installment and
interest thereon. The City may also pay and transfer from available funds and deposit
into the Debt Service Fund, but shall not be so obligated, the amount of any such
property pending redemption or sale. Any amounts so advanced shall be recoverable
upon sale or redemption of the property. The City shall not be obligated to advance
available funds to cure any deficiency in the Debt Service Fund, or any other fund created
hereunder, and has determined that it would not obligate itself to advance available funds
from the City treasury to cure any such deficiency.
ARTICLE VII
PROVISIONS CONCERNING
FEDERAL INCOME TAX EXCLUSION
Section ZO1. General Tax Covenant. The City intends that the interest on the
Bonds shall be excludable from gross income for purposes of federal income taxation
pursuant to sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as
amended (the "Code"), and applicable regulations. The City covenants and agrees not to
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take any action, or knowingly omit to take any action within its control, that if taken or
omitted, respectively, would cause the interest on the Bonds to be includable in gross
income, as defined in section 61 of the Code, of the Holders thereof for purposes of
federal income taxation. In particular, the City covenants and agrees to comply with each
requirement of this Article VII; provided, however, that the City shall not be required to
comply with any particular requirement of this Article VII if the City has received an
opinion of nationally recognized bond counsel CCounsers Opinion") that such noncompli-
ance will not adversely affect the exclusion from gross income for federal income tax
purposes of interest on the Bonds or if the City has received a Counsers Opinion to the
effect that compliance with some other requirement set forth in this Article VII will satisfy
the applicable requirements of the Code, in which case compliance with such other
requirement specified in such Counsers Opinion shall constitute compliance with the
corresponding requirement specified in this Article VII.
Section Z02. Use of proceeds. The City covenants and agrees that its use of the
Net Proceeds (as hereinafter defined) of the Bonds will at all times satisfy the following
requirements:
(a) The City will use all of the Net Proceeds of the Bonds to (i) pay costs of
Authorized Improvements, (ii) to fund a Reserve Fund, (iii) to pay capitalized interest
on the Bonds, and (iv) to pay the costs of issuing the Bonds. The City has limited and
will limit the amount of original or investment proceeds of the Bonds and to be used
(other than use as a member of the general public) in the trade or business of any Person
other than a governmental unit to an amount aggregating no more than ten percent of the
Net Proceeds of the Bonds Cprivate-use proceeds"). For purposes of this Section, the
term "Person" includes any individual, corporation, partnership, unincorporated association,
or any other entity capable of cam ring on a trade or business; and the term "trade or
business" means, with respect to any natural Person, any activity regularly carried on for
profit and, with respect to Persons other than natural Persons, any activity other than an
activity carried on by a governmental unit. Any use of proceeds of the Bonds in any
manner contrary to the guidelines set forth in Revenue Procedures 82-14, 1982-1 C.B. 459,
and 82-15, 1982-1 C.B. 460, including any revisions or amendments thereto, shall constitute
the use of such proceeds in the trade or business of one who is not a governmental unit;
(b) The City has not permitted and will not permit more than five percent of
the Net Proceeds of the Bonds to be used in the trade or business of any Person other
than a governmental unit if such use is unrelated to the governmental purpose of such
Bonds. Further, the amount of private-use proceeds of the Bonds in excess of five percent
of the Net Proceeds of the Bonds ("excess private-use proceeds"), did not and will not
0189:2173
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exceed the proceeds of the Bonds expended for the governmental purposes of the Bonds
to which such excess private-use proceeds relate;
(c) The City has not permitted and will not permit an amount of proceeds of
the Bonds exceeding the lesser of (i) five million dollars ($5,000,000) or (ii) five percent
of the Net Proceeds of the Bonds to be used, directly or indirectly, to finance loans to
Persons other than governmental units. For purposes of this Section 7.02(c), to the extent
that any obligations to pay assessments with respect to the Bonds are treated as "loans,"
the City covenants that, except as provided in the preceding sentence of this Section
7.02(c), each such loan shall be used exclusively to enable the borrower to finance a
governmental tax or assessment of general application for a specific essential governmental
function, all as provided in Section 141(c)(2)(A) of the Code.
When used in this Section 7.02, the term Net Proceeds of the Bonds shall mean
the proceeds from the sale of the Bonds including investment earnings on the proceeds
of such issue, less accrued interest with respect to such issue.
Section 7.03. No Federal Guaranty. The City covenants and agrees not to take
any action, or knowingly omit to take any action within its control, that, if taken or
omitted, respectively, would cause the Bonds to be "federally guaranteed" within the
meaning of section 149(b) of the Code and applicable regulations thereunder, except as
permitted by section 149(b)(3) of the Code and such regulations.
Section 7.04. The Bonds Are Not Hedge Bonds. The City represents that not more
than 50 percent of the proceeds of the Bonds was invested, or is to be invested, in
nonpurpose investments (as defined in section 148(f)(6)(A) of the Code) having a substan-
tially guaranteed yield for four years or more within the meaning of section
149(g)(3)(A)(ii) of the Code. Furthermore, the City reasonably expects that at least 85
percent of the spendable proceeds of the Bonds will be used to carry out the governmen-
tal purposes of the Bonds within the three-year period beginning on the date hereof.
Section Z05. No-Arbitrage Covenant. The City shall certify, through an authorized
officer, employee or agent that based upon all facts and estimates known or reasonably
expected to be in existence on the date the Bonds are delivered, the City will reasonably
expect that the proceeds of the Bonds will not be used in a manner that would cause the
Bonds to be "arbitrage bonds" within the meaning of section 148(a) of the Code and
applicable regulations thereunder. Moreover, the City covenants and agrees that it will
make such use of the proceeds of the Bonds including interest or other investment income
derived from Bond proceeds, regulate investments of proceeds of the Bonds, and take
0189:2173
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such other and further action as may be required so that the Bonds will not be "arbitrage
bonds" within the meaning of section 148(a) of the Code and applicable regulations
thereunder.
Section 7.06. Arbitrage Rebate. There is hereby created with the Trustee a special
fund to be known as the "City of Coppell, Texas, Special Assessment Bonds, Series 1992
(Gateway Project) Rebate Fund," into which shall be deposited all interest and earnings
from investing Special Assessment Revenues required to be rebated to the federal
government. The City, or the Trustee at the direction of and on behalf of the City, will
take all necessary steps to comply with the requirement that certain amounts earned by
the City on the investment of the "gross proceeds" of the Bonds (within the meaning of
section 148(f')(6)(B) of the Code), be rebated to the federal government. Specifically, the
City will (a) maintain records regarding the investment of the gross proceeds of the Bonds
as may be required to calculate the amount earned on the investment of the gross
proceeds of the Bonds separately from records of amounts on deposit in the funds and
accounts of the City allocable to other obligations of the City or monies which do not
represent gross proceeds of any obligations of the City, (b) calculate at such times as are
required by applicable regulations, the amount earned from the investment of the gross
proceeds of the Bonds which is required to be rebated to the federal government, and (c)
pay, not less often than every 5th anniversary date of the delivery of the Bonds, or on
such other dates as may be permitted by applicable regulations, all amounts required to
be rebated to the federal government from monies in the Rebate Fund. Further, the City
will not indirectly pay any amount otherwise payable to the federal government pursuant
to the foregoing requirements to any Person other than the federal government by entering
into any investment arrangement with respect to the gross proceeds of the Bonds that
might result in a reduction in the amount required to be paid to the federal government
because such arrangement results in a smaller profit or larger loss than would have
resulted if the arrangement had been at arms length and had the yield on the issue not
been relevant to either party.
Section Z07. Information Reporting. The City covenants and agrees to file or
cause to be filed with the Secretary of the Treasury, not later than the 15th day of the
second calendar month after the close of the calendar quarter in which the Bonds are
issued, an information statement concerning the Bonds, all under and in accordance with
section 149(e) of the Code and applicable regulations thereunder.
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ARTICLE VIII
MISCELLANEOUS COVENANTS AND COLLECTION PROCEDURES
So long as any of the Bonds issued hereunder are Outstanding and unpaid, the
City makes the following covenants with the Owners of the Bonds under the provisions
of the Act and this Ordinance (to be performed by the City or its proper officers, agents
or employees), which covenants are necessanJ, convenient and desirable to secure the
Bonds and to make them more marketable; provided, however, that said covenants do not
require the City to expend any funds or monies other than the Special Assessment
Revenues collected.
Section 8.01. 7~ustee to Pursue Collections. During the term of the Bonds, the
City will appoint or cause to be appointed the Trustee to act as a billing and collection
agent for the City. The City may determine to act as its own billing and collecting agent.
In such capacity and upon receiving specific direction from the City, the Trustee will:
(a) prepare and mail in the name of the City, at the time and in the manner
required by the provisions of this Ordinance, the Assessment Ordinance, and the Act,
statements for the collection of all Special Assessments levied by the Assessment
Ordinance, this Ordinance and any ordinances supplemental hereto levying supplemental
assessments or reassessments (collectively, the "Ordinances");
(b) prepare and mail statements of delinquent Special Assessments at the time
and manner required by the Ordinances, the Act or as may be deemed advisable by the
Trustee;
(c) receive and collect Special Assessments and the penalties and interest
thereon or any proceeds from a judicial sale of assessed property and deposit the same
as required by the Ordinances and the Act;
(d) engage such attorneys and other consultants as the City deems appropriate
to act on its behalf upon such terms and conditions and at the rate the Citydeems
appropriate and to pay for same from monies in the Administrative Expense Fund;
(e) bring legal actions in the name of the City to collect delinquent Special
Assessments and to proceed to sell any assessed property in a judicial foreclosure
proceeding;
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(f) with the consent of the City, buy any assessed property at a judicial
foreclosure proceeding in the name of the City and thereafter to sell such property
purchased on behalf of the City upon such terms and conditions as the Trustee deems
desirable; and
(g) do any and all further acts as the Trustee deems desirable to protect the
interest of the Owners of the Bonds and/or collect the Special Assessments.
In the event the Trustee is unsuccessful in collecting all of a delinquent installment
of a Special Assessment by the selling assessed property in a judicial foreclosure sale, the
Trustee is authorized to pursue any remedy available to the City to collect the delinquent
installment (or balance of a delinquent installment) against the Person who owned the
property sold at such judicial foreclosure sale at the time the Special Assessment was
levied by the City pursuant to the Assessment Ordinance.
Section 8.02. Foreclosure Covenant. The City hereby covenants with and for the
benefit of the Owners that it will determine or cause to be determined, no later than
March 1 of each year, whether or not any installment or installments of Special Assess-
ments are delinquent and, if such delinquencies exist, the City will order and cause to be
commenced, or cause the Trustee to do so on behalf of the City, on or before July 1 or
immediately thereafter, and thereafter diligently prosecute an action in district court to
foreclose the lien for the amount of any delinquent installment or installments of Special
Assessments, provided, however, that the City shall not be required to order the
commencement of foreclosure proceedings if (i) the total of such delinquencies for such
Fiscal Year is less than five percent (5%) of the total of the Special Assessment
installments posted to the Assessment Roll for such Fiscal Year, and (ii) the Reserve
Fund is not less than five percent (5%) of the principal amount of all Bonds originally
issued, less any Bonds called for redemption. Notwithstanding the foregoing, if the City
determines that there is a delinquent Special Assessment installment on any single property
in excess of one hundred thousand dollars ($100,000), then it will diligently institute,
prosecute and pursue foreclosure proceedings against such property or cause the Trustee
to do so on its behalf.
To the extent it may legally do so, and taking into account the prior liens on
assessed land for ad valorem taxes, the City covenants that property will not be sold in
a judicial foreclosure for less than the amount of a delinquent Special Assessment
installment due on the property, including delinquent penalties, interest, and attorney fees,
without the consent of fifty-one percent (51%) of the owners of the Outstanding Bonds.
Any sale of property for nonpayment of an installment or installments of a Special Assess-
0189:2173
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ment shall be subject to the lien established for the remaining unpaid installments of the
Special Assessment against such property and such property may again be sold at a judicial
foreclosure sale if the purchaser thereof fails to make timely payment of the nondelinquent
installments of Special Assessment against such property as they become due and payable
pursuant to the terms of the Assessment Ordinance and this Ordinance.
Section 8.03. City Covenant to Cooperate with Trustee. The City agrees to
cooperate with and assist the Trustee with the billing and collection of Special Assess-
ments by taking such action as the Trustee requests from time to time including:
(a) approving annual Special Assessment bills;
(b) approving collection procedures;
(c) approving engagement of attorneys and consultants; and
(d) authorizing and pursuing tax foreclosure proceedings on property liable for
delinquent Special Assessments.
Section 8.04. Good Faith Covenant. The City will proceed in good faith to
complete the acquisition and construction of the Authorized Improvements in a timely
manner pursuant to the Act, reserving the fight to make changes and modifications as
permitted by the Act.
Section 8.05. Further Assurances. The City will adopt, make, execute and deliver
any and all such further ordinances, resolutions, instruments and assurances as may be
reasonably necessary or proper to carry out the intention or to facilitate the performance
of this Ordinance, to aid the Trustee in its collection efforts, and for the better assuring
and confirming to the Owners of the Bonds the rights and benefits provided by this
Ordinance.
Section 8.0~ Punctual Payment. The City covenants that it will duly and
punctually pay or cause to be paid the Principal Installments of and interest on every
Bond issued hereunder at maturity or earlier scheduled mandatory redemption date,
together with the premium thereon, if any be payable, on the date, at the place and in the
manner mentioned in the Bonds and in accordance with this Ordinance to the extent
Special Assessment Revenues are available therefor, and that the payments into the
various Funds created hereunder will be made, all in strict conformity with the terms of
the Bonds and this Ordinance, and that it will faithfully observe and perform all of the
0189:2173
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conditions, covenants and requirements of this Ordinance and all ordinances supplemental
hereto and of the Bonds issued hereunder, and that time of such payment and
performance is of the essence of the City's contract with the Owners of the Bonds.
Section 8.0Z Reassessments. If any Special Assessment heretofore or hereafter
issued is void or unenforceable, for any cause, or if the City made a mistake in a Special
Assessment relating to the cost of the Authorized Improvements, then a supplemental
assessment or reassessment shall be made in the manner as provided by Sections 372.019
and 372.020 of the Act.
Section 8.08. Contract 14qth Owners of Bonds. The provisions of this Ordinance
and of any other ordinance supplementing or amending this Ordinance, shall constitute
a contract between the City and the Owners of the Bonds and such provisions shall be
enforceable by any Owner of Bonds for the equal benefit and protection of all Owners
of Bonds similarly situated by mandamus, accounting, mandatory injunction or any other
suit, action or proceeding at law or in equity that is now or may hereafter be authorized
under the laws of the State of Texas in any court of competent jurisdiction. Said contract
is made under and is to be construed in accordance with the laws of the State of Texas.
No remedy conferred hereby upon any Owner Of Bonds is intended to be exclusive
of any other remedy, but each such remedy is cumulative and in addition to every other
remedy and may be exercised without exhausting and without regard to any other remedy
conferred by law. No waiver of any default or breach of duty or contract by any Owner
of Bonds shall affect any subsequent default or breach of duty or contract or shall impair
any right or remedies on said subsequent default or breach. No delay or omission of any
Owners of Bonds to exercise any fight or power accruing upon any default shall impair
any such fight or power or shall be construed as a waiver of any default or acquiescence
therein. Every substantive fight and every remedy conferred upon the Owners of Bonds
may be enforced and exercised as often as may be deemed expedient. In case any suit,
action or proceeding to enforce any fight or exercise any remedy shall be brought or taken
and should said suit, action or proceeding be abandoned, or be determined adversely to
the Owners of Bonds, then, and in every such case, the City and the Owners of Bonds
shall be restored to their former positions, fights and remedies as if such suit, action or
proceeding had not been brought or taken.
Section 8.09. No Obligation to Cure Deficiency. The City has not, and the Council
determines and declares that it will not, obligate itself to advance available funds from the
treasury of the City to cure any deficiency which may occur in any fund created under this
0189:2173
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Ordinance or to pay any other cost associated with the Bonds not covered by amounts on
deposit in such funds.
Section 8.10. No Additional Bonds. The City covenants that it will not issue
additional bonds or other indebtedness payable from special assessments on land in the
District.
ARTICLE IX
REMEDIES
Section 9.01. Events of Default. Each of the following events is hereby declared
an "event of default":
(a) if default in the payment of the Principal Installment of any of the Bonds shall
be made when the same shall become due and payable, either at maturity or by
proceedings for redemption; or
(b) if default in the payment of any installment of interest shall be made; or
(c) if the City shall for any reason be rendered incapable of fulfilling its obligations
hereunder; or
(d) if the City shall default in the due and punctual performance of any of the
covenants, conditions, agreements and provisions contained in the Bonds or in this
Ordinance, other than as specified in Section 9.01(a) and (b), on the part of the City to
be performed, and such default shall continue for ninety (90) days after written notice
specifying such default and requiring same to be remedied shall have been given to the
City by the Trustee, which may give such notice in its discretion and shall give such notice
at the written request of the Holders of not less than ten per cent (10%) in principal
amount of the Bonds then Outstanding.
Section 9.02. Actions by Trustee. Upon the happening and continuance of any
event of default specified in Section 9.01 of this Ordinance, then and in every such case
the Trustee may proceed, and upon the written request of the Holders of not less than
fifty-one per cent (51%) in principal amount of the Bonds then Outstanding hereunder
shall proceed, subject to the provisions of Section 9.01 of this Ordinance, to protect and
enforce its rights and the rights of the Owners of the Bond under the Act and under this
01g9:2173
\wp50~cat280x~oppellX~rd-auth, 09
Ordinance by such suits, actions or special proceedings in equity or at law, or by
proceedings in the office of any board or officer having jurisdiction, either for the specific
performance of any covenant or agreement contained herein or in aid or execution of any
power herein granted or for the enforcement of any proper legal or equitable remedy, as
the Trustee, being advised by counsel, shall deem most effectual to protect and enforce
such rights.
In the enforcement of any remedy under this Ordinance the Trustee shall be
entitled to sue for, enforce payment of and receive any and all amounts then or during
any default becoming, and at any time remaining, due from the City for Principal Install-
ments, interest or otherwise under any of the provisions of this Ordinance or of the Bonds
and unpaid, with interest on overdue payments at the rate or rates of interest specified
in such Bonds, together with any and all costs and expenses of collection and of all
proceedings hereunder and under such Bonds, without prejudice, to any other right or
remedy of the Trustee or of the Owners of the Bonds, and to recover and enforce
judgment or decree against the City, but solely as provided herein and in such Bonds, for
any portion of such amounts remaining unpaid, with interest, costs and expenses, and to
collect (but solely from monies available for such purposes) in any manner provided by
law, the monies adjudged or decreed to be payable.
Section 9.03. Priority of Payment Upon Default. If at any time the monies in the
Funds created under this Ordinance shall not be sufficient to pay the Principal Install-
ments or the interest on the Bonds as the same become due and payable, such monies,
together with any monies then available or thereafter becoming available for such purpose,
whether through the exercise of the remedies provided for in this Article or otherwise,
shall, after payment of the costs and expenses of the proceedings resulting in the collection
of such money and of the fees of, and the expenses, liabilities, and advances incurred or
made by, the Trustee (including all accrued and unpaid Trustee fees and the fees of its
attorneys), be applied (subject to the provisions of Sections 9.01 and 9.03 of this
Ordinance) as follows:
(a) Unless the principal of all the Bonds shall then be due and payable, all such
monies shall be applied:
FIRST: to the payment to the Persons entitled thereto of all installments of
interest then due, in the order of the maturity of the installments of such interest, and,
if the amount available shall not be sufficient to pay in full any particular installment,
then to the payment ratably, according to the amounts due on such installment, to the
0189:2173
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Persons entitled thereto, without any discrimination or preference except as to any
difference in the respective rates of interest specified in the Bonds; and
SECOND: to the payment of the Principal Installments of any Bonds which are
due, and, if the amount available shall not be sufficient to pay all of such amounts, then
to the payment thereof ratably, according to the amount due.
Section 9.04. Default Cured. In case any action taken by the Trustee on account
of any default shall have been discontinued or abandoned for any reason, then and in
every such case the City, the Trustee and the Holders of the Bonds shall be restored to
their former positions and fights hereunder, respectively, and all fights, remedies, powers
and duties of the Trustee shall continue as though no such action had been taken.
Section 9.05. Holders' of Bonds Direction of Proceedings. Anything in this
Ordinance to the contrary notwithstanding, the Holders of not less than a majority in
principal amount of the Bonds then Outstanding hereunder shall have the right, subject
to the provisions of Sections 9.01 and 9.06 of this Ordinance, by an instrument or
concurrent instruments in writing executed and delivered to the Trustee, to direct the
method and place of conducting all remedial actions to be taken by the Trustee hereun-
der, provided that such direction shall not be otherwise than in accordance with law or the
provisions of this Ordinance, and that the Trustee shall have the fight to decline to follow
any such direction which in the opinion of the Trustee would be unjustly prejudicial to
Holders of Bonds not parties to such direction.
Section 9.06. Remedies Exclusion. No Holder of any of the Outstanding Bonds
shall have any fight to institute any suit, action, mandamus or other proceeding in equity
or at law for the execution of any trust hereunder or the protection or enforcement of any
right under this Ordinance or any resolution of the City authorizing the issuance of Bonds,
or any right under the Act or the laws of Texas, excepting only an action for the recovery
of overdue and unpaid Principal Installments, interest or redemption premium, unless such
Holder previously shall have given to the Trustee written notice of the event of default
or breach of trust or duty on account of which such suit or action is to be taken, and
unless the Holders of not less than twenty per cent (20%) in principal amount of the
Bonds then outstanding shall have made written request of the Trustee after the right to
exercise such powers or right of action, as the case may be, shall have accrued, and shall
have afforded the Trustee a reasonable opportunity either to proceed to exercise the
powers herein granted or granted by the Act or by the laws of Texas, or to institute such
action, suit or proceeding in its or their name, and unless, also, there shall have been
offered to the Trustee reasonable security and indemnity against the costs, expenses and
0199:2173
\wpS0ka~t280~ppell~ord-auth,09
liabilities to be incurred therein or thereby, and the Trustee shall have refused or
neglected to comply with such request within a reasonable time; and such notification,
request and offer of indemnity are hereby declared in every such case, at the option of
the Trustee, to be conditions precedent to the execution of the powers and trusts of this
Ordinance or for any other remedy hereunder or under the Act or the laws of Texas. It
is understood and intended that no one or more Holders of the Bonds hereby secured
shall have any right in any manner whatever by his or their action to affect, disturb or
prejudice the security of this Ordinance, or to enforce any right hereunder or under the
Act or the laws of Texas with respect to the Bonds or this Ordinance, except in the
manner herein provided, and that all proceedings at law or in equity shall be instituted,
had and maintained in the manner herein provided and for the benefit of all Holders of
the Outstanding Bonds, except as otherwise permitted herein with reference to overdue
and unpaid Principal Installments, interest or redemption premium.
Section 9.07. Non-possession of Bonds. All fights of action under this Ordinance
or under any of the Bonds, enforceable by the Trustee, may be enforced by it without the
possession of any of the Bonds or the production thereof on the trial or other proceeding
relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be
brought in its name for the benefit of all the Holders of such Bonds, subject to the
provisions of this Ordinance.
Section 9.08. Other Remedies Available. No remedy herein conferred upon or
reserved to the Trustee or to the Holders of the Bonds is intended to be exclusive of
any other remedy or remedies, and each and every such remedy shall he cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing
at law or in equity or by statute.
Section 9.09. Delay in Exercise of Rights. No delay or omission of the Trustee or
of any Holder of the Bonds to exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a waiver of any such default
or any acquiescence therein; and every power and remedy given by this Ordinance to the
Trustee and the Holders of the Bonds, respectively, may be exercised from time to time
and as often as may be deemed expedient.
The Trustee may, and upon written request of the Holders of not less than a
majority in principal amount of the Bonds then Outstanding shall, waive any default which
in its opinion shall have been remedied before the completion of the enforcement of any
remedy under this Ordinance, but no such waiver shall extend to or affect any other
0189:2173
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existing or any subsequent default or defaults or impair any rights or remedies consequent
thereon.
ARTICLE X
CONCERNING THE TRUSTEE
Section 10.01. Acceptance of Trust. The Trustee accepts and agrees to execute the
trusts imposed upon it by this Ordinance, but only upon the terms and conditions and
subject to the provisions of this Ordinance to all of which the parties hereto and the
respective Owners of the Bonds agree.
Section 10.02. Trustee Obligation to Bring Suit. Other than suits to collect
delinquent Special Assessments as provided herein and as provided in Article IX, the
Trustee shall be under no obligation to institute any suit, or to take any remedial proceed-
ing under this Ordinance, or to enter any appearance or in any way defend in any suit in
which it may be made defendant, or to take any steps in the execution of the trusts
hereby created or in the enforcement of any rights and powers hereunder, until it shall be
indemnified to its satisfaction by the Owners against any and all costs and expenses,
outlays and counsel fees and other reasonable disbursements, and against all liability; the
Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else
in its judgment proper to be done by it as such Trustee, without indemnity, and in any
such case the Owners shall reimburse the Trustee for all costs and expenses, outlays and
counsel fees and other reasonable disbursements properly incurred in connection therewith.
If the City shall fail to make such reimbursement, the Trustee may reimburse itself from
any monies in its possession under the provisions of this Ordinance and shall be entitled
to a preference therefor over any of the Bonds Outstanding hereunder.
Section 10.03. trustee Not Responsible for Other Depositories. The Trustee shall not
be liable or responsible because of the failure of the City or of any of its employees or
agents to make any collections or deposits or to perform any act herein required of the
City, or its employees or agents or because of the loss of any monies arising through the
insolvency or the act or default or omission of any depository, or Paying Agent/Registrar
other than itself, in which such monies have been deposited under the provisions of this
City. The Trustee shall not be responsible for the application of any of the proceeds of
the Bonds or any other monies deposited with it and paid out, invested, withdrawn or
transferred in accordance with the provisions of this Ordinance. The immunities and
0189:2173
\v/p50~r~ppell~rd-auth. 09
exemptions from liability of the Trustee hereunder ex~end to its directors, officers,
employees agents.
Section 10.04. Compensation of Trustee. Subject to the provisions of any contract
between the City and the Trustee, the City shall pay to the Trustee, but solely from
amounts on deposit in the Administrative Expense Fund, reasonable compensation for all
services performed by it hereunder and also all its reasonable expenses, charges and other
disbursements and those of its attorneys, agents and employees incurred in and about the
administration and execution of the trusts hereby created and the performance of their
powers and duties hereunder. If the City shall fail to make any payment required by this
Section, the Trustee may make such payments from any monies in its possession under the
provisions of this Ordinance and shall be entitled to a preference therefor over any of the
Bonds Outstanding hereunder.
Section 10.05. Trustee May Rely on Certificates. In case at any time it shall be
necessary or desirable for the Trustee to make any investigation respecting any fact
preparatory to taking or not taking any action or doing or not doing anything as such
Trustee, and in any case in which this Ordinance provides for permitting or taking any
action, the Trustee may rely upon any certificate required or permitted to be filed with
it under the provisions of this Ordinance, and any such certificate shall be evidence of
such fact to protect it in any action that it may or may not take or in respect of anything
it may or may not do, in good faith, by reason of the supposed existence of such fact.
Any request, notice or other instrument from the City to the Trustee shall be deemed to
have been signed by the proper party or parties if signed by an authorized officer of the
City, and the Trustee may accept a certificate signed by the City Secretary of the City as
to any resolution adopted or any other action taken by the City.
Section 10.06. Trustee May Own Bonds. Any bank or trust company acting as
Trustee under this Ordinance, and its directors, officers, employees or agents, may in
good faith buy, sell, own, hold and deal in any of the Bonds issued under and secured
by this Ordinance, and may join in any action which any Owner of the Bonds may be
entitled to take with like effect as if such bank or trust company were not the Trustee
under this Ordinance.
Section iO. OZ Representations of City in Bonds. The recitals, statements and
representations contained herein and in the Bonds (excluding the Trustee's certificate on
the Bonds as Registrar) shall be taken and construed as made by and on the part of the
City and not by the Trustee, and the Trustee assumes and shall be under no responsibility
for the correctness of the same.
0189:2173
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Section 10.08. Trustee Solely Liable for Negligence. In perforn~ing its duties under
the terms of this Ordinance, the Trustee shall be liable only for its own negligence or
willful misconduct, and shall incur no liability in acting or proceeding, or in not acting or
not proceeding, reasonably and in good faith, upon any resolution, order, notice, request,
consent, waiver, certificate, statement, affidavit, requisition, bond or other paper or
document which it in good faith reasonably believe to be genuine and to have been
adopted or signed by the proper board or Person or to have been prepared and furnished
pursuant to any of the provisions of this Ordinance, or upon the opinion of any attorney,
engineer, or accountant believed by the Trustee to be qualified in relation to the subject
matter.
Section 10.09. Resignation of Trustee. The Trustee may resign and thereby become
discharged from the trusts hereby created, by notice in writing to he given to the City and
mailed to the Owners of the Bonds not less than sixty (60) days before such resignation
is to take effect, but such resignation shall take effect immediately upon the appointment
of a new Trustee as the case may be, if such new Trustee shall be appointed before the
time limited by such notice and shall then accept the trusts hereof.
Section I0.10. Removal of Trustee. The Trustee may be removed at any time by
an instrument or concurrent instruments in writing, signed by the Holders of not less than
a majority in principal amount of the Bonds hereby secured and then Outstanding and
filed with the City. A photostatic copy of each such instrument shall be delivered
promptly by the City to the Trustee.
The Trustee may also be removed at any time for any breach of trust or violation
of this Ordinance or if the Trustee does not meet the minimum required capital and
surplus of fifty million dollars ($50,000,000) set forth in Section 10.11 by an ordinance duly
passed by the City.
Section 10.11. Insolvency of Trustee. If at any time the Trustee shall resign, or
shall be removed, be dissolved or otherwise become incapable of acting, or the banks or
trust company acting as Trustee shall be taken over by any governmental official, agency,
department or board, the position of Trustee shall thereupon become vacant. If the
position of Trustee shall become vacant for any of the foregoing reasons or for any other
reason, the City shall appoint a Trustee to fill such vacancy. The City shall mail a copy
of the notice of any such appointment by it to the Owners of the Bonds.
0189:2173
\wpSONcat281koppell~rd-,utl~09 -54-
At any time within one year after any such vacancy shall have occurred, the Owners
of a majority in principal amount of the Bonds then Outstanding, by an instrument or
concurrent instruments in writing, signed by such Owners of the Bonds or their attorneys
in fact thereunto duly authorized and filed with the City, may appoint a successor Trustee,
which shall supersede any Trustee theretofore appointed by the City. Photostatic copies
of each such instrument shall be delivered promptly by the City to the predecessor Trustee
and to the Trustee so appointed by the Owners of the Bonds.
If no appointment of a successor Trustee shall be made pursuant to the foregoing
provisions of this Section, the Owner of any Bond Outstanding hereunder or any retiring
Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee.
Such court may thereupon, after such notice, if any, as such court may deem proper,
appoint a successor Trustee.
Any Trustee hereafter appointed shall be a bank or trust company duly organized
and doing business under the laws of the United States of America or the State of New
York or the State of Texas, authorized under such laws to exercise corporate trust powers
and subject to examination by federal or state authority, of good standing, and having, at
the time of its appointment, a combined capital and surplus aggregating not less than fifty
million dollars ($50,000,000).
Section 10.12. Powers of Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor, and also to the City,
an instrument in writing accepting such appointment hereunder, and thereupon such
successor Trustee, without any further act, shall become fully vested with all the rights,
immunities, powers and trusts, and subject to all the duties and obligations, of its
predecessor; but such predecessor shall, nevertheless, on the written request of its
successor or of the City, and upon payment of the compensation, expenses, charges and
other disbursements of such predecessor which are due and payable pursuant to the
provisions of this Article, execute and deliver an instrument transferring to such successor
Trustee all the fights, immunities, powers and trusts of such predecessor hereunder; and
every predecessor Trustee shall deliver all property and monies held by it hereunder to
its successor. Should any instrument in writing from the City be required by any successor
Trustee for more fully and certainly vesting in such Trustee the fights, immunities, powers
and trusts hereby vested or intended to be vested in the predecessor Trustee, any such
instrument in writing shall and will, on request, be executed, acknowledged and delivered
by the City.
0189:2173
\wpS0~agt280~oppell~ord-auth-09 -55-
Notwithstanding any of the foregoing provisions of this Article, any bank or trust
company having power to perform the duties and execute the trusts of this Ordinance
and otherwise qualified to act as Trustee hereunder with or into which the bank or trust
company acting as Trustee may be merged or consolidated, or to which the assets and
business of such bank or trust company may be sold, shall be deemed the successor of the
Trustee.
ARTICLE XI
AMENDMENTS
Section 11.01. Amendment Brtthout Consent of HoMers of Bonds. This Ordinance
may be amended, without the consent of any of the Owners, by the City, by ordinance,
for any of the following purposes:
(a) to add to the covenants for the benefit of the Owners or to surrender any
right or power conferred upon the City;
(b) to cure any ambiguity, to correct, or supplement any provision which may
be inconsistent with any other provision, or to make any other provision, with respect to
matters or questions arising with respect to the Bonds, which shall not be inconsistent with
the provisions of this Ordinance and applicable law, provided that such action shall not
adversely affect the interests of the Owners of the Bonds; and
(c) to make such additions, deletions, or modifications as may be necessary to
provide for compliance with Section 148(0 of the Code relating to the required rebate to
the United States or to enable the City to comply with such provision by alternative means
selected by the City as may be provided by the Code, or otherwise as may be necessary
to assure exclusion from federal income taxation of the interest on the Bonds.
This Ordinance shall, by the adoption of any such ordinance, be amended in accordance
therewith. Bonds authenticated and delivered after the adoption of any such ordinance
may bear a notation as to any matter provided for in such ordinance. If the City shall so
determine, new bonds so modified as to conform to any such ordinance or resolution may
be prepared and executed by the City and authenticated and delivered in exchange for
Bonds Outstanding.
0189:2173
~vpSOkat21koppellx~rcl-auth, lY)
Section 11.02. Supplemental Ordinance Amending the Ordinance or Bonds. (a) At
any time or from time to time but subject to the conditions or restrictions contained in
this Ordinance, an ordinance of the City amending or supplementing this Ordinance may
be adopted modifying any of the provisions of this Ordinance or of the Bonds or releas-
ing the City from any of the obligations, covenants, agreements, limitations, conditions, or
restrictions therein contained, but no such ordinance shall be effective until after the filing
with the Trustee of a copy of such ordinance certified by the City Secretary and unless (1)
no Bonds remain Outstanding at the time the ordinance becomes effective, or (2) such
ordinance is consented to by or on behalf of Owners of the Bonds in accordance with and
subject to the provisions of Sections 11.04 through 11.06.
(b) The provisions of paragraph (a) of this Section 11.02 shall not be applicable
to supplemental ordinances adopted in accordance with the provisions of Section 11.01.
Section 11.03. Restriction on Amendments. Neither the Ordinance, nor the Bonds,
shall be modified or amended in any respect except as provided in, and in accordance
with, and subject to the provisions of this Article. The provisions of Section 11.02 are in
all respects subject and subordinate to the provisions, restrictions, exceptions, and
limitations set forth in this Article. Nothing in this Article shall affect or limit the rights
or obligations of the City to pass, make, do, execute, acknowledge, or deliver any
ordinance, act, or other instrument which elsewhere in this Ordinance it is provided shall
be delivered to said Trustee.
Section 11.04. Amendment of Ordinance with Consent of Owners of Bonds. Except
as provided in Section 11.01, the Owners of not less than fifty-one percent (51%) in
aggregate principal amount of the Bonds then Outstanding shall have the right, at any
time and from time to time, to consent to and approve an amendment of this Ordinance
as shall be deemed desirable by the City for the purpose of modifying, altering, amending,
adding to or rescinding any of the terms or provisions contained in this Ordinance;
provided, however, that nothing in this Article shall permit (a) an extension of the maturity
of the Principal Installment of or the interest on any Bond issued hereunder, or any
scheduled mandatory redemption, or (b) a reduction in the principal amount of any Bond
or the rate of interest on any Bond or a Sinking Fund Payment, or (c) a privilege or
priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the
aggregate principal amount of the Bonds required for consent to such amendment.
Bonds owned or held by or for the account of or for the benefit of the City shall
not be deemed to be Outstanding for the purpose of amending this Ordinance.
0189:2173
\wpSO~t281koppellk~rd-auts09 -57-
Section 11.05. Notice and Adoption of Amendment. If the City desires to amend
this Ordinance, the Trustee shall cause notice be sent by first class mail to the Registered
Owners of the Bonds. Such notice shall briefly set forth the nature of the proposed
amendment and shall state that copies thereof are on file at the office of the Trustee for
inspection by all Owners of Bonds. If within ninety (90) days or such longer period as
shall be prescribed by the City following the mailing of such notice, the Owners of not less
than fifty-one percent (51%) in aggregate principal amount of the Bonds Outstanding shall
have consented to the amendment as herein provided, no Owner of any Bond shall have
any right to object to any of the terms and provisions contained therein, or in any manner
to question the propriety of the execution thereof, or enjoin or restrain the City from
taking any action pursuant to the provisions thereof, and all of the rights of the Owners
of Outstanding Bonds shall thereafter be determined, exercised, and enforced hereunder,
subject in all respects to such amendments.
Section 11.06. Revocation of Consent. Any consent given by any Owner of a Bond
pursuant to the provisions of this Article shall be irrevocable for a period of six (6)
months from the date notice of the amendment was mailed as provided in Section 11.05,
and shall be conclusive and binding upon all future Owners of the same Bond during such
period. Such consent may be revoked at any time after six (6) months from the date the
notice was mailed by the Owner who gave such consent or by a successor in title, by filing
notice thereof with the Trustee, but such revocation shall not be effective if the Owners
of fifty-one percent (51%) aggregate principal amount of the Bonds Outstanding as in this
Section defined have, prior to the attempted revocation, consented to and approved the
amendment.
ARTICLE XII
PROVISIONS CONCERNING SALE AND APPLICATION
OF PROCEEDS OF BONDS
Section 12.01. Sale of the Bonds. Sale of the Bonds is hereby awarded to the
Underwriter for the price of $4,857,500, plus accrued interest on the Bonds to the date
of delivery, subject to the approving opinion as to the legality of the Bonds of the
Attorney General of the State of Texas and of Vinson & Elkins, bond counsel for the
City. The form of the Bond Purchase Agreement setting forth the duties and responsibili-
ties of the Underwriter and the City which shall be substantially in the form attached as
Exhibit "B" is approved, and the appropriate officials of the City are hereby authorized
to execute such agreement on behalf of the City.
0189:2173
'~/pSikai28(koppell~,rd-auik09
Section 12.02. Offering Documents. The City Council hereby ratifies, authorizes
and approves, in connection with the offering and sale of the Bonds, the preparation and
distribution of the Preliminary Official Statement and the final Official Statement
substantially in the same form and containing such additional information as is contained
in or authorized by this Ordinance, and it is further officially found and determined that
the statements and representations contained therein are true and correct in all material
respects, to the best knowledge and belief of the City Council. The appropriate officials
of the City are hereby authorized to sign such Official Statement and/or deliver a
certificate pertaining to such Official Statement as prescribed therein, dated as of the date
of payment for and delivery of the Bonds.
Section 12.03. Related Matters. To satisfy in a timely manner all of the City's
obligations under this Ordinance, the Bond Purchase Agreement, the Paying
Agent/Registrar Agreement, the Trustee Agreement, the Mayor or Mayor Pro Tem, the
City Manager, the City Secretary or an Assistant City Secretary, and all other appropriate
officers and agents of the City are hereby authorized and directed to take all other actions
that are reasonably necessary to provide for the issuance of the Bonds, including, without
limitation, executing and delivering on behalf of the City all certificates, consents, receipts,
requests, and other documents as may be reasonably necessary to satisfy the City's
obligations under the Bond Purchase Agreement, the Paying Agent/Registrar Agreement,
the Trustee Agreement and this Ordinance and to direct the application of funds of the
City consistent with the provisions of such agreements and this Ordinance.
Section 12.04. PayingAgent/Regivtrar/Tmstee. The form of agreement setting forth
the duties of the Paying Agent/Registrar/Trustee in substantially the form attached as
Exhibit "C' is hereby approved, and the appropriate officials of the City are hereby
authorized to execute such agreements for and on behalf of the City.
Section 12.05. No Personal Liability. No recourse shall be had for payment of the
Principal Installment of or interest on any Bonds or for any claim based thereon, or on
this Ordinance, against any official or employee of the City or any Person executing any
Bonds.
0189:2173
\wpSlkagt2glkoppellX~d -auth, 09 -5 9-
ARTICLE XIII
MISCELLANEOUS
Section 13.01. Further Proceedings. The Mayor, the City Secretary, and other
appropriate officials of the City are hereby authorized and directed to do any and all
things necessary and/or convenient to carry out the terms of this Ordinance.
Section 13.02. Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of
the remaining provisions of this Ordinance.
Section 13.03. Open Meeting. It is hereby found, determined and declared that a
sufficient written notice of the date, hour, place and subject of the meeting of the City
Council at which this Ordinance was adopted was posted at a place convenient and readily
accessible at all times to the general public at the City Hall of the City for the time
required by law preceding this meeting, as required by the Open Meetings Law, Article
6252-17, Vernon's Texas Civil Statutes, as amended, and that this meeting has been open
to the public as required by law at all times during which this Ordinance and the subject
matter thereof has been discussed, considered and formally acted upon. The City Council
further ratifies, approves and confirms such written notice and the contents and posting
thereof.
Section 13.04. Declaration of Emergency. It is hereby officially found and
determined that a case of emergency and urgent public necessity exists which requires the
holding of the meeting at which this Ordinance is passed and further requires that this
Ordinance be passed finally and take effect immediately on the date of its introduction,
such emergency and urgent public necessity being that the proceeds from the sale of the
Bonds are required as soon a possible and without delay for the purposes set forth herein.
Section 13.05. Provivions Concerning Registrar. (a) The Registrar, by undertaking
the performance of the duties of the Registrar and in consideration of the payment of fees
and/or deposits of money pursuant to this Ordinance and a Paying Agent/Registrar
Agreement, accepts and agrees to abide by the terms of this Ordinance and such
agreement.
(b) The City reserves the right to replace the Registrar or its successor at any
time. If the Registrar is replaced by the City, the new registrar shall accept the previous
0189:2173
\wp50~a~L2SOx~oppell~.rd-auth, 09 -60-
Registrar's records and act in the same capaciW as the previous Registrar. ~y successor
registrar shall be either a national or state banking institution and a corporation organized
and doing business under the laws of the United States of .~xanerica or any State
authorized under such laws to exercise trust powers and subject to supervision or
examination by Federal or State authoriW.
Section 13.06. Effect of Ordinance. This Ordinance shall be in force and effect
from and after its passage, and it is so ordered.
Section 13.0Z Repealer. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
PASSED AND APPRO~D this 14th day of April, 1992.
Mayo'f
CiW of Coppell, Texi'
A~EST:
Cit~ Texas
City
[SEmi
0189:2173
\~50~r,a~coppellX~>~-au~ -6 1 -
NationsBank of Texas, N.A, Dallas, Texas, Trustee under the provisions of
Ordinance No. 92-544 authorizing the $5,000,000 City of Coppell, Texas, Special
Assessment Bonds, Series 1992 (Gateway Project), by the execution of the duly authorized
officer named below does hereby accept the obligations imposed on the Trustee pursuant
to this Ordinance and agrees to perform the duties of Trustee/Paying Agent/Registrar
upon the terms and conditions set forth in this Ordinance.
NATIONSBANK OF TEXAS, N.A.,
ATTEST: '/2 DALLAS, TEXAS, TRUSTEE
""'~ ' "' ,: / '
~ I I~
'Title: ~h~lj~rOl~ Title: [ ~ICE Pt~SIDE~qT
(SEAL)
0189:2173
\wpSOXcat280~oppell~rd-auth.09 -62-
EXHIBIT "A'~
EXHIBIT "A"
BI)I)K-ENTRY-I)N[I NIUNICIP~L BI)N!)~
Letter of Representations
it,7 ,
C ~ of Coppell Texas
NationsBank of Texas, N.A. , Dallas, TX
April 14 , 1992
~ttention: Genera[ Counsel's Office
The Depositon.' lrust Company
55 Water Street: 491h Floor
New York. NY !.0t)4[-I)099
Be: $5,000,000 City of CopDell, Texas Special
Assessment Bonds, Series 1992 (Gateway Project)
Ladies and Gentlemeu:
This letter sets [brth our understandino_ xHth respect to ce.rtam matters rekmu~
.tbox e-ret;erenc'ed issue [~e "~n&"~. A~ent ~x~ll act ,~ trustee. ~}m~ a~ent. tisc~d azent.
,t~eut of Iss~r ~ ~s~ to ~e Bon&. The Boutis x~nll t~ issued pursmmt to ,t trust
bond resolution, or other such document auth~rizm~ the issuauce of the Bondq
May 1, . t99i (the"Document'~ Merrill Lynch a Co.
is astnbu~n~ ~e Bon& ~mugh ~e De~sito~ Trust Comp~my C'DTC").
To induce DTC to accept the Bonds as eli~ble tbr deposit at DTC. and to act in ac~:orda:lt~'
with its Rules with respect to the Bonds. Is~uer and Aa, ent. if an','. make the t'olh~xx ill~
representations to DTC:
A-1
1. Prior to closin~ on the Bonds on . 1.99__. there shall be deposited x~nth
DTC line Bond certificate re_o'istered/n the name ,it DTC's nonunee. Cede & Co.. for f~ach stated
:,l.tni. t~ .,~ tile B, inds ,,I tile Lice aI,,~l,llit~ ..t ~i,,*& iin Scb'd, lle ~. hereto. the total o[ Much
!~pre,.t,c~t~ [I)l)Q ut' tile pnnclpat ,mlumlt ,,i ,uch B~nds. It' t~o~e~er, the a~re~ate pnnc~pal
,tn~,~mt ¢~t ,ink matun~ exceeds SlS() m~[liou ~mc cpmficate x%~{[ be issned ~lth respect to eath
~tS~ .~ll~, ,~ -f pnncip~d amount and ,m ..ldition~d cemficate x~ll be issued x~th re~ct to
r','~t,.ult~t,~ imrl~Exd tl,~,,mt E.lch S 15~) mtlhon Bond ceml~cLtte d~,dl be~ ~e [bllo~in~ leZend:
L'xtlt'~ tht~ Lct~fitate is pre~ented b> ,m ,~uthnnzed representa~e of The De~toD Trust
(j<m~pan> a Nc~x Y~3rk cu~>raBon :'DTC' to Issner or ~ts a~ent for re~stra~on of transtbr
cxc}lan~e. ~r pa}~nent. and anx cemficate issued is re~qtered ill ~e name of Cede & Co or m
,,~tll ,;ther name .~ is requested b> .m .utth~,nzed representa~e of DTC t~d a} pa~n~ent ~s
~natle tu Cede ~ Co ~gr to qnch ~ther enu~ ~ ~s re~tuested b} ,m autho~ed representatix e
DTC kNY TBANSFEB. PLEDGE ()a OTHEB USE HEBEOF FOB V~LUE OB
OTHEBXVISE BY OB TO ~NY PEBSON IS WBONGFUL in~much ~ the re~stered
,~ner }~ereof. Cede & Co. h~ an intereqt herein.
2. In the exent of any soli~ita~on of' consents tmm ur xohna bx holden of ~e Bonds. Issuer ur
~Zent ,h,dl ~stablish a record date thr such p, tq~oses xnth no proxns~on for rev~aaon of c~nsents
x~tes b} ~nbsequent holders~ and sh~L to the extent ~ss~ble. send nohce of such record ate t,~
DTC not less tbim 15 cLdend~ dax s in adx lulce ui such record date.
. 3. In ~e event of a titlI or p~id redetnp~on or an adx ace refun~ng of p~ of the r~utstaan~
Blinds. lssuer or A~ent ~h~dl send a nonce to DTC spec~Sm~: r a; the amount of the redemp~oa
rethn~hn~: b, in ~e c~e of a rei~nthn~. ~e mamn~ datel s~ established under ~e rethnan~: and
c the &~te such nohc~ is to ~ mmled to beneficitd ux~ne5 or published ithe "Publication Date'
Such nonce sh~dl be sent to DTC by a secure me~ms :{' a.. le~ble telempy. re~sterd or
mail. ,~erniZht deliven~ in a timel~ manner designed to assure that such notice is ~n DT~'.
possession no later than the close of business ,m the business dax beBre the Publication Date
Issuer or A~ent sh~l tbsv~d such noh~ eider in a qep~mate secure trasmission Br each CL'MP
tmtnber or in a s~.ure tr~smission ~r mul~ple CUSIP nutn~ , if applicable' x~hich inchMe~
n~mitb~t or ti~t of each CUSIP submi~ed in that trimsmission. ~The p~' sen&n~ such noace
hax e a tne~l to xen5 subsequentb· ~e nse of snch me~s ~md the ~meliness of such nonce
P~d~lica~nn Date sh~l ~ not less ~ :} daxs nut more ~an ~) days prior to ~e redemphon dart-
, ~r m the else of a advlm~ mfun&n~. ~e date that ~e pr~e& .~e deCsited in escrow.
4. In the e~ent of an imita~on to tender the Bonds. no~c~ b~ lssuer or A~ent to Bon~older,
,pett~m~ the terms of the tender ~d ~e Publicat;on Date of such noa~ sh~ ~ sent to DTC }~
,ecure me~ms in ~e m~ner ~t fo~ in the precethn~ Para~apb.
1..M1 no~ ~d pa}~ent ~s sent to DTC sh.dl comkUn ~e CUSIP num~r of the Bonds
6. Noac~ to DTC punuit to P~a~aph 2 b} telcox>p} sh~dl ~ sent to DTC's B~r~ani~m~
Department at ~1~) 709-6896 or ~2L2 7{39-6%97. and receipt of such notices shall
conrimmed by telephoning (212) 7~-~70. Nuhces to DTC pusu~t to P~a~aph 2 bx m~l ur b~
.rex other meas sh~l i ~nt to:
Su~isor: Proxy'
Beorg~i~tion Depamnent
The De~sito~' Trust Company
7 H~over Square: 23rd Fb~r
New ~rk. NY 1~-2695
A-2
T. No~.ces to DTC pursuant to P~u'atraph :3 b} teleeop) shall be sent to DTC's Call NotnficanoI~
Department at t516) 2274164 or 51-6~' 2:2T-41.90. If the pam sendin~ the notice does not recPix e ~l
telec~p} receipt from DTC cgn~nnin~ that the nolnce ha~ been recei%ed, such p~u't?. 4~all telephlme
516! 227-4070 Notices to DTC putsmint to P~a~raph :3 b% m,ul or b~ ~m~ i~ther means shall be
netit tO:
Call Notification Department
The Depositor} Trust Cornpan}
TI. 1 Stewart A~enue
Garden Cit',', NY i1530-4TI, 9
8. Nonces to DTC pursuant to Paragraph 4 and notices of other actions includml! nlandaton,
tenders. exchanges, and capital chan~es l b~ telecop?, shall be sent to DTC's ReorZanizatu,n
Department at l212! 709-1093 or!212! 709-1094. and receipt of such notices shall be confirmed h~
telephonin~ ~212} 709-6884. Notices to DTC pursuant to the above by maul or bx an~ other n/cans
~hall be sent to:
Manager: Reorganization Department
Reorganization Window ·
The Depositor~' Trust Company
T Hanover Square: 23rd Floor
New York, NY 10004-269.5
9. Transactions in the Bonds shall be eligible for nex't-da`,' funds settlement in DTC's Next-Dax
l~'unds Settlement/"NDFS") p,~tem.
A. Interest payments shall be received by Cede &: Co., as nominee of DTC. or its m~istered
assigns in next-day funds on each pa.`,ment date (or the equivalent in accordance x~th
existing arrangements between Issuer or Agent and DTC). Such pa}'ments shall be made
payable to the order of Cede & Co. Absent an',' other existing arrangements sudl
pa?'ments shall be addressed as fullow~:
Manager; Cash t~eceipts
DMdend Department
The Depository, Trust Company
T Hanover Squ.~'e: '24th Floor
New York, N¥ 1.0(X)4-'269~
B. Principal pa,vments shall be received by Cede & Co., as nominee of DTC. or its re~stered
assi,_~ns in next-day funds on each pa.`,'ment date (or the equivalent in accordance ~4th
exis~ng arrangements between Issuer or Agent and DTC). Such pa},'ments shall be made
parable to the order of Cede & Co., and shall be addressed as follows:
NDFS liederuption Department
The Deposito~ Trust Company
5.~W~er Street; ~Z)th FIo~r
New York, NY 1004142)099
10. DTC may direct Issuer or Agent to use any other telephone number or address as the
number or address to which noliees or payments of interest or principal may be sent.
11. In the event of a redemption, acceleration. or an?' other similar transaction te~., tender made
and accepted in response to Issuer's or Agent's im4tation} necessitating a reduction in the a~.,gre~ate
pnncipal amount of Bonds outstanding or an adv:mce refunding of part of the Bonds outst~mdinz
DTC, in its discretion: (a) may request Issuer or Agent to issue and authenticate a new Bin~d
certificate. or tb) may make an appropriate notation on the Bond certificate indieatin~ the date and
amount of such recjuetion in principal except in the case of final maturity, in which case thu
certificate %~'ill be preented.to Issuer or Agent ptior to payment if required.
11, [fi theevent that [ssuer determines that beneficial owners of Bonds shaJl be able to obtajn
cem~cated Bonds, Issuer or Agent shall notify DTC of the ax~ulabilitv of Bond cemficates. In such
ex ent. [ssuer or Al~ent shall issue, transfer. and exchange Bond certi~cates in appropnate amounts.
lc~ reqmred by DTC and others.
13, DTC ma% discontinue pro%~dinff, its s~rxqces a.s seeunties depositor?, ~th respect to the
Bonds at an?. t~me b% ~%~n~ reasonable notice to Issuer or A~ent ~at which t~me DTC ~ll confirm
~,th I..,ler ,~r ~,zent the a~e. re~ate principal amount of Bonds outstanding, Under ~uch
clrcunlstax,te~ .t DTC's request lssuer and A~ent shall cooperate full~ ~nth DTC b~ tak4n~
appropriate action to make a~tulable one or more separate certificates eudencing Bonds to an~
DTC Pku-ncip~mt ha~ng Bonds credited to Its DTC accounts.
14. Nothing herein shall be deemed to require Agent to advance funds on behalf of Issuer
Notes: Ven' truh' yours.
~. [f there ~s an A~ent ,as defined in this Letter of
Letter. If them ks no ~.~ent. m s~ ~ b~er I~uer CITY OF COPPELL, TEXAS
~ff tm~ to ~b~ ~ ot"~ 6b~m ~ tb~ Issuer,
B Under B~ of ~e M~e~ ~ B~em~( Bw
&~rm~to~m~a~ofa
~c-~orot~m~ofa~of~ HERRILL LYNCH & CO.
pubBM, ~ '~b~on ~e"~ '~ ~ent of . A~ent~
quch a ~b~n ~ ~ ~ m P~h 3 of ~
~e~ By:
- C. Scheme B ~ntmm statemenB ~at DTC ~es Authon~dOt~rs
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
,~utho,'m--dO~Bc~r)
A-4
SCHEDULE A
(Describe Issue)
CUS~P P,inclpal Amount Maturrty Date merest Rate
(There will be attached to the executed Letter of Representation
this Schedule A which will included the information requested
A-5
EXHIBIT "B"
~ $5.0D0,0DD
City of Coppell, Texas
Special Assessment Bonds
Series 1992
(Gateway Project)
BOND PURCHASE CONTRACT
~April 14, 1992
Mayor and Members of the City Council
City of Coppell, Texas
Honorable Mayor and Members of the City Council:
The undersigned, Merrill Lynch & Co. (the "Underwriters"),
offers to enter into the following agreement with the City of
Coppell, Texas (the "City"), which, upon your acceptance of this
offer, will be binding upon you and upon the Underwriters.
This offer is made subject to your acceptance of this Bond
Purchase Contract (the "Purchase Contract") on or before 11:00
P.M., Central~Da~liqht $avinqs time, on the date hereof and, if
not so accepted, will be subject to withdrawal by the
Underwriters upon notice delivered to the City by the
Underwriters at any time prior to the acceptance hereof by the
City.
1. Purchase and Sale of the Bonds. Upon the terms and
conditions and upon the basis of the respective representations,
warranties and covenants set forth herein, the Underwriters
hereby agree to purchase from the City, and the City hereby
agrees to sell to the Underwriters, all (but not less than all)
of an aggregate of ~5.000.00D principal amount of City of
Coppell, Texas, Special Assessment Bonds, Series 1992 (the
"BondS"), for an aggregate purchase price equal to
$ ~ ~2/~'~ (representing the principal amount of the Bonds
les's an underwriting discount of $ j/7 ~O~ and less an
original issue discount of $ ~.~ ~ ~ '~ogcthor wi~hA2uC_ciuecL
interest from~ 1992, to t e date of the Closing (as
hereinafter dellned) of $ ~/'7~ ). The Underwriters'
obligations under this Purchase~Contract shall be subject to, in
addition to the conditions described in paragraph 7 hereof, the
receipt on or prior to the date hereof, of a certificate from
Catellus Development Corporation (the "Developer") in
substantially the form attached hereto as Exhibit A, together
with an updated version of such certificate revised to reflect
the descriptions contained in the Official Statement as
hereinafter defined.
ZO39L-I
The Bonds are to be issued and secured under the
provisions of an Ordinance authorizing the issuance and sale of
the Bonds (the "Bond Ordinance"), the Bond Ordinance being
passed by the City Council on the date of the sale of the
Bonds. The Bonds are to bear interest, be subject to
redemption, and be payable as provided in the Bond Ordinance,
as and described in the Official Statement (as hereinafter
defined) referred to below. The 8onds will be secured by a
pledge of and lien on the revenues derived from Special
Assessments, as defined in the Bond Ordinance, levied by the
Assessment Ordinance (the "Assessment Ordinance"), adopted by
the City on ~ April 14, 1992. The Special Assessments are
imposed by the City on each parcel of property located within
the Coppell Gateway Public Improvement District (the
"District") pursuant to the Public Improvement District
Assessment Act (the "Act"), Chapter 372, Texas Local Government
Code, as amended. The Assessment Ordinance additionally
provides that the Special Assessments will be paid in periodic
installments in amounts necessary to meet annual costs for
improvements, and continuing for a period necessary to retire
the indebtedness on the improvements.
2. Public Offering. The Underwriters intend to make
an initial public offering of all of the Bonds at a price not
to exceed the public offering price set forth on the cover of
the Offic'ial Statement (as hereinafter defined) and may
subsequently change such offering price without any requirement
of prior notice. The Underwriters may offer and sell Bonds to
certain dealers (including dealers depositing Bonds into
investment trusts) and others at prices lower than the public
offering price stated on the cover of the Official Statement.
3. Official Statement. The Bonds are described in a
final Official Statement dated the date hereof, a copy of which
is attached hereto as Exhibit B. Such final Official
Statement, together with the Appendices thereto, as further
amended or supplemented only in the manner hereinafter
provided, is herein called the "Official Statement." The City
agrees to cooperate with the Underwriters to provide a supply
of final Official Statements within seven business days of the
date hereof in sufficient quantities to comply with the
Underwriters' obligations under applicable MSRB Rules and the
Rule. The Underwriters will use their best efforts to assist
the City in the preparation of sufficient quantities of the
final Official Statement in order to insure compliance with the
aforementioned rules.
The City hereby authorizes and approves the
distribution and use by the Underwriters of the Official
Statement in connect[on with the offering and sale of the
Bonds. In addition, the City does hereby ratify and approve
the distribution of the Preliminary Official Statement, dated
~April 7, 1992, relating to the Bonds (the "Preliminary
ZO]gL-2
Official Statement") and confirms its consent to the use by the
Underwriters prior to the date hereof in connection with the
offering and sale of the Bonds. The Preliminary Official
Statement was "deemed final" as of its date by the City within
the meaning and for the purposes of Rule 15c2-12 of the
Securities and Exchange Act of 1934, except for the omission of
the following information: the offering price, interest rate,
selling compensation, aggregate principal amount per maturity,
and ratings. As of its dated date, the City did not intend to
change any provision of the Preliminary Official Statement
except for the information listed above.
4. Liquidated Damages. If the conditions to the
Underwriter's obligations contained in this Purchase Contract
are not satisfied or if the Underwriter's obligations shall be
terminated for any reason permitted by this Purchase Contract,
this Purchase Contract shall terminate and neither the
Underwriter nor the City shall have any further obligation
hereunder. In the event that the Underwriter fails (other than
for a reason permitted by this Purchase Contract) to accept and
pay for the Bonds at the Closing, the amount of one percent of
the principal amount of the Bonds shall be full liquidated
damages for such failure and for any and all defaults hereunder
on the part of the Underwriter, and the acceptance of such
amount shall constitute a full release and discharge of all
claims and rights of the City against the Underwriter.
5. Representations and Warranties. The City hereby
represents and warrants to the Underwriters that:
(a) The City is a body politic and corporate, a
political subdivision of the State of Texas, and a
municipal corporation duly created, organized and
existing in good standing under the laws of the State
of Texas and the City's Home Rule Charter.
(b) The City has the power and is authorized
under the Constitution and the laws of the State of
Texas, including particularly Chapter 372 of the Act,
as amended, to (i) issue the Bonds for the purpose for
which they are to be issued, and (ii) enter into and
perform this Purchase Contract.
(c) The City has the requisite right, power and
authority (i) to adopt the Bond Ordinance authorizing
the issuance of the Bonds and the execution and
delivery of this Purchase Contract, (ii) to adopt the
Assessment Ordinance levying the Special Assessments
and providing for periodic installments, (iii) to
execute, deliver and perform its obligations under
this Purchase Contract, and (iv) to consummate the
transactions contemplated by such instruments and the
Official Statement, and the City has complied with all
provisions of applicable law in all matters relating
to such transactions.
(d) The information contained in the Official
Statement is and, as of the date of Closing, will be
correct in all material respects, and such information
does not contain and will not contain any untrue
statement of a material fact and does not omit and
will not omit to state a material fact required to be
stated therein or necessary to make the statements in
such Official Statement, in light of the circumstancea
under which they were made, not misleading.
(e) The City has duly authorized all necessary
action to be taken by it for: (i) the issuance and
sale of the Bonds upon the terms set forth herein and
in the Official Statement; (ii) the approval of the
Official Statement and the signing of the Official
Statement by a duly authorized officer; and (iii) the
execution, delivery and receipt of this Purchase
Contract, the Bonds, and any and all such other
agreements and documents as may be required to be
executed, delivered and received by the City in order
to carry our, give effect to, and consummate the
transactions contemplated hereby or by the Bonds, and
the Official Statement.
(f) The Bond Ordinance and the Assessment
Ordinance are and, on the date of the Closing, will be
in full force. The Bond Ordinance and the Assessment
Ordinance are and, on the date of the Closing, will be
the legal and valid acts of the City and, assuming
and valid acts of the City and, assuming the due
authorization, execution and delivery of such
instruments by the other parties thereto and their
authority to perform such instruments, this Purchase
Contract is and, on the date of the Closing, will be a
legal, valid and binding obligation of the City,
enforceable in accordance with their respective terms
(except to the extent that such enforceability may be
limited by bankruptcy, insolvency, reorganization and
similar laws affecting creditors' rights generally and
general principles of equity).
(g) The Bonds, when issued, delivered and paid
for as herein provided, will have been duly
authorized, executed and issued and will constitute
legal, valid and binding obligations of the City
entitled to the benefits of the Bond Ordinance.
(h) There is no action, suit, proceeding,
inquiry or investigation at law or in equity or before
or by any court, public board or body pending against
the City or, to the knowledge of the City, threatened
against or affecting the City (or, to the knowledge of
the City any basis therefor) contesting the due
organization and valid corporate existence of the City
or the validity of the Act or wherein an unfavoraOle
decision, ruling or finding would adversely affect
(i) the transactions contemplated hereby or by the
Official Statement, (ii) the validity or due adoption
of the Bond Ordinance or the Assessment Ordinance, or
the validity, due authorization and execution of the
Bonds, this Purchase Contract, or any agreement or
instrument to which the City is a party and which is
used or contemplated for use in the consummation of
the transactions contemplated hereby or by the
Official Statement, or (iii) the federal tax-exempt
status of the interest on the Bonds. The City is not
a party to any litigation or other proceeding pending
or, to its knowledge, threatened, in any court, agency
or other administrative body (either state or federal)
which, if decided adversely to the City, would have a
materially adverse effect on the financial condition
of the City.
(i) The authorization, execution and delivery by
the City of the Official Statement, this Purchase
Contract, the Bonds, and the other documents
contemplated hereby and by the Official Statement, the
adoption of the Bond Ordinance and the Assessment
Ordinance by the City, the consummation of the
transactions contemplated hereby and thereby and
compliance by the City with the provisions of such
instruments, do not and will not conflict with or
constitute on the part of the City a breach of or a
default under any provision of the Constitution of the
State of Texas or the Act or any other existing law,
court or administrative decision, regulation, decree
or order or any agreement, indenture, mortgage, lease
or other instrument by which the City or its
properties are or, on the date of Closing, will be
bound or affected.
(j) Other than the opinion of the Attorney
General of the State of Texas approving the Bonds as
required by law and the registration of the Bonds by
the Comptroller of Public Accounts of the State of
Texas (which approval and registration shall have been
duly obtained or effected on or before the date of the
Closing), and other than such permits, consents,
licenses, notices and filings, if any, as may be
required under the securities or blue sky laws of any
jurisdiction, no permit, consent, license, notice or
filing with governmental authorities is necessary or
required (i) to permit the City to execute and deliver
this Purchase Contract, or the other instruments and
documents contemplated hereby or thereby, to perform
its obligations hereunder and thereunder, or to
consummate the transactions contemplated hereby or
thereby, or (ii) to issue and deliver the Bonds as
contemplated hereby and by the Official Statement, or
to perform in accordance with the terms hereof and
thereof, or (iii) to adopt and enact the Bond
Ordinance or the Assessment Ordinance, or to perform
in accordance with the terms thereof, or to issue and
sell the Bonds as therein and in the Official
Statement provided.
(k) The City has not been notified of any
listing or proposed listing by the Internal Revenue
Service to the effect that the City is a bond issuer
whose arbitrage certifications may not have been
relied upon.
(1) The City shall apply the proceeds of the
Bonds, including the investment earnings thereon, in
accordance with the Bond Ordinance, and as described
in the Official Statement.
6. Delivery of, and Payment for, the Bonds. The
consummation of the sale of the Bonds to the Underwriters (the
"Closing") shall be held at such location or locations as may
be mutually agreed upon by the City and the Underwriters. The
Closing shall be held at 9:00 A.M., Central~Dayli~ht Savlnas
Time, oneMay 19, 1992, or at such other time or date as shall
have been mutually agreed upon by the City and the Underwriters.
Subject to the conditions stated herein, at the
Closing the City will deliver, or cause to be delivered, to the
Underwriters the initial bond or bonds (as required by the
Ordinance) to the Underwriters and will have available for
immediate exchange the Bonds in definitive form, duly executed
and authenticated, together with the other documents
hereinafter mentioned, and the Underwriters will accept such
delivery and pay the purchase price of the Bonds as set forth
in Paragraph 1 hereof in immediately available funds. The
Bonds shall be printed or lithographed; shall be prepared and
delivered as fully registered bonds in the denomination of
$100,000 or a greater amount divisible by $5,000; shall be
registered in the names as shall be requested by the
Underwriters at least five days prior to the Closing; and,
shall be made available to the Underwriters at least two
business days before the Closing for purpose of inspection in
New York, New York. The Bonds may be in book entry form if
mutually acceptable to the Underwriters and the City.
In addition, the City and the Underwriters agree that
there may be a preliminary Closing held at such place as the
City and the Underwriters shall mutually agree, commencing at
least 24 hours prior to the Closing. Drafts of all documents
to be delivered at the Closing shall be prepared and
distributed to the parties and their counsel for review at
least five business days prior to the Closing.
7. Certain Conditions To Underwriters' Obligations.
The obligations of the Underwriters hereunder are subject to
the satisfaction on or before the date of the Closing of each
of the following conditions (unless waived by the Underwriters
in writing):
(a) The representations and warranties of the
City contained herein or on any certificate or other
document delivered pursuant to the provisions hereof
shall be true on and as of the date of the Closing as
though such representations and warranties were made
on and as of the date of the Closing.
(b) The City shall have performed and complied
with all agreements and conditions required by this
Purchase Contract to be performed or complied with by
it prior to or at the Closing.
(c) At the time of the Closing, the Bond
Ordinance and the Assessment Ordinance shall be in
full force and effect, and the Bond Ordinance and the
Assessment Ordinance shall not have been amended,
modified, or supplemented, and the Official Statement
shall not have been amended, modified or supplemented,
except as may have been agreed to in writing by the
Underwriters.
(d) At the time of the Closing, all official
action of the City related to the Bond Ordinance shall
be in full force and effect and shall not have been
amended, modified or supplemented.
(e) The City shall not have failed to pay
principal or interest when due on any of its
outstanding obligations for borrowed money.
(f) NO suit, action, investigation or legal or
administrative proceeding shall be seriously
threatened or pending before any court or governmental
agency which is likely to result in the restraint,
prohibition or the obtaining of damages or other
relief in connection with the issuance of the Bonds or
the consummation of the transactions contemplated
hereby, or which, in the opinion of the Underwriters,
would have a materially adverse effect on the
transactions contemplated hereby,
(g) All steps to be taken and all instruments
and other documents to be executed, and all other
legal matters in connection with the transactions
contemplated by this Purchase Contract shall be
reasonably satisfactory in legal form and effect to
counsel for the Underwriters.
(h) At or prior to the Closing, the Underwriters
shall have received two (2) executed copies of each of
the following documents:
(1) the approving opinion, dated the date
of' the Closing, of Vinson & Elkins L.L.P., as
bond counsel ("Bond Counsel"), delivered to the
Underwriters, relating to, among other things,
the validity of the Bonds and the tax-exempt
status of the interest on the Bonds for federal
income tax purposes;
(2) a supplemental opinion, dated the date
of the Closing, of Bond Counsel addressed to the
City and the Underwriters containing the
information specified in Exhibit C hereto;
(3) an opinion, dated the date of the
Closing, of Fulbright & Jaworski, counsel for the
Underwriters, addressed to the Underwriters
containing the information specified in Exhibit D
hereto;
(4) an opinion, dated the date of closing
and addressed to the Underwriters, of counsel to
the City substantially in the form of Exhibit E
hereto;
(5) a certificate of the City, dated the
date of Closing and signed on its behalf by the
City Manager or the City's Finance Director,
either acting solely in his official capacity, in
form satisfactory to the Underwriters, to the
effect that the representations ~nd warranties of
the City herein, or in any certificate or
document delivered by the City pursuant to the
provisions hereof, are true and correct on and as
of the date of the Closing as though such
representations and warranties were made on and
as of the date of the Closing, and all
agreements, covenants and ,arrangements or
conditions to be complied with or performed by
the City hereunder on or prior to the date of the
Closing have been complied with or performed and
to the best of his knowledge, no event affecting
the City has occurred since the date of the
Official Statement which should be disclosed in
the Official Statement in order to make the
statements therein not misleading in any respect;
(6) the Official Statement executed on
behalf of the City by the Mayor;
(7) a Certificate of Developer, stating
that all of the representations and warranties in
the Certificate delivered pursuant to paragraph 1
hereof, a form of which is attached hereto as
Exhibit A, are true and correct as of the date of
closing;
(8) one copy of the Bond Ordinance and all
other ordinances or resolutions or other
proceedings of the City authorizing the issuance
and sale of the Bonds and the execution and
delivery of this Purchase Contract, and the
Official Statement, in each case certified by the
City Secretary as having been duly adopted and
being in full force and effect and as being true,
accurate and complete copies thereof;
(9) one copy of the Assessment Ordinance
and all other ordinances and resolutions or other
proceedings of the City authorizing the levy of
Special Assessments upon all property located
within the District, in each case certified by
the City Secretary as having been duly adopted
and being in full force and effect and as being
true, accurate and complete copies therefor;
(10) an opinion, dated on or prior to the
date of the Closing, of the Attorney General of
the State of Texas, relating to the legality and
validity of the Bonds and approving the Bonds as
required by law;
(11) evidence satisfactory to the
Underwriters that the Bonds have been registered
by the Comptroller of Public Accounts of the
State of Texas as required by law;
(12) a certificate, dated the date of the
Closing, executed by the City Manager or other
authorized officer of the City, to the effect
that (i) except to the extent disclosed in the
Official Statement, no litigation is pending or,
to the knowledge of such person, threatened, in
any court to restrain or enjoin the issuance
delivery of the Bonds, or the collection of
revenues from the system pledged to pay the
principal of and interest on the Bonds, or the
pledge thereof, or in any way contesting or
affecting the validity of the Bonds, the Bond
Ordinance, the Assessment Ordinance, or this
Purchase Contract, or contesting the powers of
the City to issue the Bonds, or contesting
authorization of the Bonds, the Bond Ordinance,
the Assessment Ordinance or contesting in any way
the accuracy, completeness or fairness of the
Preliminary Official Statement, if applicable,
or the Official Statement; and (ii) to the best
of such person's knowledge, no event affecting
the City has occurred since the date of the
Official Statement which should be disclosed
therein for the purpose for which it is to be
used or which is necessary to be disclosed
therein in order to make the statements and
information therein not misleading in any
material respect;
(13) a certificate, dated the date of the
Closing, of the City Manager, any Deputy or
Assistant City Manager of the. City or the Finance
Director of the City, to the effect that there
has not been any materially adverse change in the
financial condition of the City since September
30, 1991, the latest date as of which audited
financia-1 information is available;
(14) a certificate of the City, dated the
date of the Closing, and signed by the Finance
Director of the City or other authorized officer
of the City, in the form approved by Bond Counsel
and satisfactory to the Underwriters and their
counsel, with respect to arbitrage;
ZOagl-lg
(15) evidence reasonabl~ satisfactory to the
Underwriters that the Developer is personally
liable for payment of all Special Assessments,
and that the Developer will remain liable for the
payment of Special Assessments even though the
Developer may have sold the property subject to
Special Assessment to a third party, and an
opinion of counsel to the Developer stating that
the Developer's agreement to remain so liable
constitutes a legal, valid and binding obligation
oF the Developer.
(16) a certificate dated the date of
Closing, addressed to the Underwriter and signed
by an authorized principal of the appraisal firm
named in the Official Statement, to the effect
that the appraisal attached to the Official
Statement as Appendix B fairly and accurately
describes the market value of the properties
appraised which are subject to the Special
Assessments and the appraisal is reproduced as a
part of the Official Statement with the consent
of such firm and that, in connection with such
firm's participation in the preparation of the
Official Statement, such principal has no reason
to believe that the Official Statement, as of the
date of the Official Statement or as of the date
of Closing, contained any untrue statement of a
material fact or omitted to state any material
fact necessary in order to make the statements
contained therein, in the light of the
circumstances under which they were made, not
misleading.
(17) ~ evidence reasonabl~ satisfactor~ to the
Underwriters that the Developer has waived its
rioht to repurchase any property located within
~h~ D{s~riC~ subject_to foreclosure proceedings,
and an opinion_ o~_.~pu~S~l.. to the Developer that
the DevelQpe['s ~]!~ment to. waive such righ~
constitutes a legal, valid and bindin~ obligation
of the Developer.
c t proceedings, instruments and other
documents as counsel to the Underwriters or Bond
Counsel may reasonably request to evidence
compliance by the City with legal requirements,
the truth and accuracy, as of the time of
Closing, of the representations and warranties of
the City contained herein and the due performance
or satisfaction by the City at or prior to such
time Of all agreements then to be performed and
all conditions then to be satisfied by the City.
All such opinions, certificates, letters, agreements
and documents will be in compliance with the provisions hereof
only if they are satisfactory in form and substance to the
Underwriters and their counsel and to Bond Counsel. The
Underwriters shall be entitled to receive such conformed copies
or photocopies of such opinions, certificates, letters,
agreements and documents as the Underwriters may reasonably
request.
8. Conditions to Obligations of the City. The
obligations of the City hereunder to deliver the Bonds shall be
subject to receipt on or before the date of the Closing of the
opinion of Bond Counsel described in Section 7(h)(1) hereof.
9. Termination. The Underwriters shall have the
right to cancel their obligation to purchase the Bonds if,
(i) between the date hereof and the Closing, legislation shall
be enacted or recommended to the Congress for passage by the
President of the United States, or favorably reported for
passage to either House of the Congress by any committee of
such House to which such legislation has been referred for
consideration, a decision by a court of the United States or
the United States Tax Court shall be rendered, or a ruling,
regulation or statement by or on behalf of the Treasury
Department of the United States, the Internal Revenue Service
or other ~overnmentai agency shall be made or proposed, the
effect of any or all of which would be to impose directly or
indirectly federal income taxation upon interest received on
obligations of the general character of the Bonds or upon
income of the general character to be derived by the City in
such a manner as, in the reasonable opinion of the
Underwriters, would materially adversely affect the market
price of the Bonds, or the market price generally of
obligations of the general character of the Bonds, or
(ii) there shall exist any event which, in the reasonable
judgment of the Underwriters, either (a) makes untrue or
incorrect in any material respect any statement or information
contained in the Official Statement or (b) is not reflected in
the Official Statement but should be reflected therein in order
to make the statements and information contained therein not
misleading in any material respect, or (iii) there shall have
occurred any outbreak of hostilities or any national or
international calamity or crisis, including, without
limitation, financial crisis or a default with respect to the
debt obligations of, or the institution of proceedings under
the federal or the state bankruptcy laws by or against the
State of Texas or any political subdivision, agency or
instrumentality of such State, the effect of which on the
financial markets of the United States being such as, in the
reasonable judgment of the Underwriters, would make it
impracticable for the Underwriters to market the Bonds or to
enforce contracts for the sale of the Bonds, or (iv) there
shall be in force a general suspension of trading on the New
York Stock Exchange, or (v) a general banking moratorium shall
have been declared by either federal, Texas or New York
authorities, or (vi) there shall have occurred since the date
of this Purchase Contract any materially adverse change in the
affairs or financial condition of the City, except for changes
which the Official Statement discloses have occurred or may
occur, or (vii) legislation shall be enacted or any action
shall be taken by the Securities and Exchange Commission which,
in the opinion of counsel for the Underwriters, has the effect
of requiring the contemplated distribution of the Bonds to be
registered under the Securities Act of 1933, as amended, or
requiring the Bonds or the Bond Ordinance or any other document
relating to the Bonds or transactions contemplated hereby to be
qualified under the Trust Indenture Act of 1939, as amended, or
(viii) a stop order, ruling, regulation or official statement
by or on behalf of the Securities and Exchange Commission shall
be issued or made to the effect that the issuance, offering or
sale of the Bonds, or of obligations of the general character
of the Bonds as contemplated hereby, is in violation of any
provision of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, or the Trust
Indenture Act of 1939, as amended, or. (ix) any state blue sky
or securities commission or other governmental agency or body
shall have withheld registration, exemption or clearance of the
offering of the Bonds as contemplated hereby, or issued a stop
order or similar ruling relating thereto, and in the reasonable
judgment of the Underwriters, the market for the Bonds would be
materially affected thereby, or (x) the Constitution of the
State of Texas shall be amended or an amendment shall be
proposed, or legislation shall be enacted, or a decision shall
have been rendered as to matters of Texas law, or any order,
ruling or regulation shall have been rendered as to or on
behalf of the State of Texas by an official, agency or
department thereof, affecting the tax status of the City, its
property or income, its bonds (including the Bonds) or the
interest thereon, which in the reasonable judgment of the
Underwriters would materially affect the market price of the
Bonds, or (xi) the proposed development described in the
Official Statement shall have been repudiated by the Developer,
or any litigation or proceedings shall be pending or threatened
questioning the proposed development or seeking 'to enj.oin the
development thereof, or the City shall have received notice
from the Developer that it will be unable to proceed with the
proposed development as described in the Official Statement, or
the financial condition of the Developer shall have been
materially adversely affected by any cause, or (xii) any
federal or Texas court, authority or regulatory body shall take
2039L-13
action materially and adversely affecting the ability of the
Developer to proceed with the development as contemplated by
the Official Statement, or the levy of the Special Assessments.
If the City shall be unable to satisfy the conditions
to the obligations of the Underwriters to purchase, to accept
delivery of and to pay for the Bonds contained in this Purchase
Contract, or if the obligations of the Underwriters to
purchase, to accept delivery of and to pay for the Bonds shall
be terminated for any reason permitted by this Purchase
Contract, this Purchase Contract shall terminate and be of
further force or effect, and neither the Underwriters nor the
City shall be under further obligation hereunder, except that
the respective obligations of the City and the Underwriters set
forth in Sections 11, 12 and 14 hereof shall continue in full
force and effect.
10. Particular Covenants of the City. The City
Covenants and agrees with the Underwriters as follows:
(a) The City shall cooperate with the
Underwriters in amending or supplementing the Official
Statement whenever requested by the Underwriters if,
in the reasonable judgment of the Underwriters, such
amendment or supplement is required.
(b) The City shall not revise, amend or
supplement the Official Statement unless such
revision, amendment or supplement has been previously
approved by the Underwriters.
(c) The City shall cooperate with the
Underwriters and their counsel in any endeavor to
qualify the Bonds for offering and sale under the
securities or blue sky laws of such jurisdictions of
the United States as the Underwriters may request, and
to maintain such qualifications in effect until the
distribution of the Bonds described in the Official
Statement shall have been completed; provided,
however, that the City shall not be required with
respect to the offer or sale of the Bonds to file a
general or special written consent to suit or to file
a general or special written consent to service of
process in any jurisdiction. The City consents to the
use of the Bond Ordinance, the Assessment Ordinance,
the Preliminary Official Statement and the Official
Statement by the Underwriters in obtaining such
qualifications.
(d) Any certificate or other instrument or
document signed by an authorized officer or agent of
the City and delivered to the Underwriters pursuant to
the terms and provisions hereof shall be deemed to be
a representation and warranty made by the City to the
Underwriters as to the statements made therein.
(e) From and after the date of this Purchase
Contract through and including the time of the Closing
as herein provided, the City will not, without the
prior written consent of the Underwriters, issue any
additional bonds, notes or other obligations for
borrowed money, and the City will not incur any
material liabilities, direct or contingent, relating
to the City.
(f) If, at any time prior to the time of the
Closing as herein provided, an event occurs affecting
the City which is materially adverse for the purpose
for which the Official Statement is to be used and is
not disclosed in the Official Statement, the City
shall notify the Underwriters, and if, in the opinion
of the City and the Underwriters, such event requires
a supplement or amendment to the Official Statement,
the City shall supplement or amend the Official
Statement in a form and in a manner approved by the
Underwriters and Bond Counsel to the City.
11. Survival of Representations. All representations
warranties and agreements of the City hereunder or in any
certificate delivered by the City pursuant hereto shall remain
operative and in full force and effect, regardless of any
investigation made by or on behalf of the Underwriters, and
shall survive the delivery of and payment for the Bonds and any
termination of this Purchase Contract by the Underwriters
pursuant to the terms hereof.
12. Payment of Expenses. Costs related to the
issuance and sale of the Bonds, including, but not limited to,
costs of preparation and printing the Bonds, the Preliminary
Official Statement and the Official Statement, postage, and the
fees and disbursements of Bond Counsel, financial advisors or
other consultants to the City shall be paid out of the proceeds
of the Bonds. The Underwriters shall pay for their costs
related to the purchase of the Bonds, including, without
limitation, fees and disbursements of their counsel and
advertising expenses.
13. Notices. Any notice or other communication to be
given to the City under this Purchase Contract may be given by
delivering the same in writing at its address set forth above,
Attention: City Manager, and any notice or other communication
to be given to the Underwriters under this Purchase Contract
may be given by delivering the same in writing to Merrill
Lynch, Pierce, Fennet & Smith Incorporated, Public Finance
Group - Western Region, 400 South Hope Street, Suite 2020, Los
Angeles, California 90071.
14. Parties. This Purchase Contract is made solely
for the benefit of the City and the Underwriters (including the
successors or assigns of the Underwriters) and no other person
shall acquire or have any right hereunder or 0y virtue hereof.
15. Governing Law. This Purchase Contract shall be
governed by and construed in accordance with the laws of the
State of Texas.
16. General. This Purchase Contract may be executed
in several counterparts, each of which shall be regarded as an
original and all of which will constitute one and the same
instrument. The section headings of this Purchase Contract are
for convenience of reference only and shall not affect its
interpretation. This Purchase Contract shall become effective
upon your acceptance hereof and delivery of a signed copy of
this Purchase Contract to the Underwriters.
Very truly yours,
MERRILL LYNCH & CO.
By:
Title:
Accepted and agreed to as of
the date first above written:
CITY OF COPPELL, TEXAS
By: Mayor
City of Coppell, Texas
ATTEST:
City Secretary
City of Coppell, Texas
EXHIBIT A
[Form of Developer Certificate]
CERTIFICATE OF CATELLUS DEVELOPMENT CORPORATION,
DEVELOPER OF LAND WITHIN COPPELL GATEWAY
PUBLIC IMPROVEMENT DISTRICT
Catellus Development Corporation, the undersigned (the
"Developer") will be the owner as of the date of issuance of
the Bonds of land in Coppell Gateway Public Improvement
District (the "District") and capitalized terms used in this
Certificate not otherwise defined shall have the meaning set
forth in the Preliminary Official Statement dated April 7, 1992
relating to the issuance and sale of $5,000,000 City of
Coppell, Texas, Special Assessment Bonds, Series 1992 (Gateway
Project) (the "Bonds") by the City of Coppell, Texas (the
"City").
I, , as authorized representative
of the Developer, do hereby certify on behalf of the Developer
to the City, Vinson & Elkins L.L.P. ("Bond Counsel"), Merrill
Lynch, Pierce, Fennet & Smith Incorporated (the "Underwriter")
and Fulbr'ight & Jaworski ("Underwriter's Counsel") in
connection with the issuance and delivery of the Bonds as
follows:
1. Any and all information submitted by the
Developer to the Underwriter, Underwriter's Counsel,
Bond Counsel and the City in connection with the
preparation of the Preliminary Official Statement and
the Official Statement for the Bonds (jointly, the
"Official Statement") was as of its date and is as of
the date hereof true and correct.
2. The statements relating to the Developer,
the Developer's property ownership and the proposed
development of such property within the District, and
any development or other agreements with the City
concerning such property and its development contained
in the Official Statement do not contain any untrue
statement of a material fact or omit to state a
material fact required to be stated therein or
necessary to make the statements therein, in light of
the circumstances under which they were made, not
misleading.
3. The Developer is a corporation, duly
organized, validly existing and in good standing under
the laws of the State of~Delaware. No proceedings are
pending or threatened in which the Developer may be
adjudicated as bankrupt, or discharged from any or all
of its debts or obligations, or be allowed to
reorganize or readjust its debts or obligations. ~To
the best knowledge of the undersiGned, there are no
claims, disputes, suits, actions or contingent
liabilities amongst or by and between any of the
shareholders of the Developer which may materially
affect the District, the development described in the
Official Statement or the Bonds.
4. The Developer is developing and selling its
property in the District for industrial or commerical
use by the general public. The Developer is
proceeding with all reasonable speed to develop and
sell the property or portions thereof to members of
the general public.
5. No action, suit, proceedings, inquiry or
investigation at law or in equity, before or by any
court, regulatory agency, public board or body, is
pending or, to the Developer~s knowledge,~ threatened
in any way seeking to restrain or to enjoin the
continuation and/or completion of development of its
property in the District.
6. To the best knowledge of the undersigned, no
proceedings and pending or threatened in which the
Developer~ or any entity directlyA controlling the
Developer, may be adjudicated as bankrupt or
discharged from any and all of its debts or
obligations or granted an extension of time to pay its
debts or a reorganization or readjustment of its debts.
7. To the best knowledge of the undersigned,
after due inquiry, there are no events of monetary
default or events which with the passage of time would
constitute a monetary default under any loan or
similar credit arrangement to which the Developer or
any entity directlyAcontrolling the Developer is a
party.
8. None of Developer's property within the
District is delinquent in the payment of any taxes or
assessments.
9. While the Bonds are outstanding, Developer
will not bring any action, suit, proceeding, inquiry
or investigation at law or in equity, before any
court, regulatory agency, public board or body which
in any way Seeks to challenge or overturn the
District, the levy of the Special Assessment or the
validity of the Bonds or the proceedings leading up to
their issuance.
Dated: 1992 CATELLUS DEVELOPMENT CORPORATION
By:
2039L-[9
EXHIBIT B
to
Bond Purchase Contract
[Executed copy of the Official Statement]
[Intentionally Omitted]
ZOlgL-ZO
EXHIBIT C
to
Bond Purchase Contract
Pursuant to Section 7(h)(2) of this Purchase Contract, the
Underwriters shall have received, to the extent such opinions
are not covered by the opinion of Bond Counsel referred to in
Section 7(h)(1) of this Purchase Contract, a supplemental
opinion of Bond Counsel to the following effect:
(i) The City is a body politic and corporate, a
political subdivision of the State of Texas, and a
municipal corporation duly created, organized and existing
in good standing under the taws of the State of Texas and
the City's Home Rule Charter.
(ii) The City has the power and is authorized under
the Constitution and the laws of the State of Texas,
including particularly Chapter 372 of the Texas Local
Government Code, as amended, to (a) issue the Bonds for
the purpose for which they are to be issued, and (b) enter
into and perform the Purchase Contract.
(iii) The City has the requisite right, power and
authority (a) to adopt the BOnd Ordinance authorizing the
issuance of the Bonds, the Assessment Ordinance and the
execution and delivery of the Purchase Contract, (b) to
execute, deliver and perform its obligation under the
Purchase Contract and (c) to consun~ate the transactions
contemplated by such instruments and the Official
Statement, and the City has complied with all provisions
of applicable law in all matters relating to such
transactions.
(iv) The Bond Ordinance and the Assessment Ordinance
has been duly adopted by the City Council of the City and
constitute a legally valid and binding obligations of the
City enforceable in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable
principles relating to or limiting creditors' rights
generally.
(v) The Special Assessments constitute valid and
binding liens on the projections on which they will be
levied;
(vi) The Purchase Contract hs been duly authorized by
the City Council of the City and has been duly executed
and delivered by the City and, assuming the Purchase
Contract has been duly executed and delivered by the
Underwriters, the Purchase Contract constitutes a legally
valid and binding obligation of the City enforceable in
accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles
relating to or limiting creditors' rights generally,
(vii) The information relating to the Bonds and the
Ordinance contained in the Official Statement under the
captions "The Bonds" (except no opinion need be expressed
as to the information under the subheading
"Book-Entry-Only System"), "Security for the Bonds",
"Legal Matters", "Tax Exemption", "Tax Accounting
Treatment of Original Issue Discount Bonds" and Appendix A
"Summary of Certain Provisions of the Bond Ordinance" is
in all material respects accurately and fairly reflect the
provisions thereof.
(viii) The Bonds are exempted securities within the
meaning of Section 3(a)(2) of the Securities Act of 1933,
as amended, and it is not necessary in connection with the
offer and sale of the Bonds to the public to register the
8onds under the Securities Act of 1933, as amended, or to
qualify the Bonds, the Bond Ordinance or any other
instrument or document under the Trust Indenture Act of
1939, as amended.
Bond Counsel shall provide to the Underwriters a consent
to the reference to such counsel and their opinion in the
Official Statement.
EXHIBIT D
to
Bond Purchase Contract
Pursuant to Section 7(h)(4) of the Bond Purchase Contract,
the Underwriters shall have received an opinion of Fulbright &
Jaworski, counsel to the Underwriters, to the effect that the
Bonds are exempted securities within the meaning of Section
3(a)(2) of the Securities Act of 1933, as amended, and it is
not necessary in connection with the offer and sale of the
Bonds to the public to register the Bonds under the Securities
Act of 1933, as amended, or to qualify the Bonds, the Bond
Ordinance or any other instrument or document under the Trust
Indenture Act of 1939, as amended.
In addition, such counsel shall state in their letter
containing the foregoing opinion that such counsel has, in
their capacity as counsel to the Underwriters, participated in
conferences with officers and other representatives of the
City, Bond Counsel, the financial advisors to the City and
representatives of the Underwriters at which the contents of
the Official Statement and related matters were discussed and,
although such counsel is not passing upon, and does not assume
4ny responsibility for, the accuracy, completeness or fairness
of the statements contained in the Official Statement, on the
basis of the foregoing (relying as to materiality to a large
extent upon the opinions of officers and other representatives
of the City), no facts have come to the attention of such
counsel to lead them to believe that the Official Statement
(excluding therefrom the reports, financial and statistical
data and forecasts included therein, and excluding therefrom
the Appendixes thereto, all as to which no view need be
expressed) as of its date contains any untrue statement of a
material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.
ZO]gL-Z3
EXHIBIT E
[City Attorney Opinion]
[Insert Closing Datel
~ $5,000,000
City of Coppell, Texas
Special Assessment Bonds
Series 1992
(Gateway Project)
Gentlemen:
I am acting as counsel to the City of Coppell, Texas (the
"Issuer") for the ~$5,000,000 City of Coppell, Texas Special
Assessment Bonds, Series 1992 (Gateway Project) (the "Bonds"),
and I have acted as counsel to the Issuer in connection with
the matters referred to herein. Based upon an examination of
such information, papers, and documents as I deem necessary or
advisable to enable me to render this opinion, including the
Constitution and laws of the State of Texas, together with the
governing instruments, ordinances and public proceedings of the
Issuer, at and as of the date of this letter, I am of the
opinion that:
(a) The City is a municipal corporation and charter
city duly organized and existing under the Constitution
and laws of the State of Texas, and has full legal right,
power and authority (i) to execute, deliver and enter into
the Bond Purchase Contract, to execute and deliver the
Bonds and to approve the Official Statement; (ii) to adopt
the Bond Ordinance and the Assessment Ordinance and all
resolutions and ordinances relating to the authorization
and issuance of the Bonds and to the formation of the
District and the levying of the Special Assessments (as
defined in the Official Statement) in the District
(collectively, the "City Proceedings"); and (iii) to carry
out and consummate the transactions contemplated by the
Bond Purchase Contract, the City Proceedings, and the
Official Statement;
(b) When executed and delivered by the respective
parties thereto, where applicable, the City Proceedings,
the Bond Ordinance, the Assessment Ordinance, the Bonds
and the Bond Purchase Contract will constitute legal,
valid and binding obligations of the City, enforceable in
accordance with their respective terms subject to
bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforcement of creditors' rights
in general and to the application of equitable principles
if equitable remedies are sought;
(c) The City has complied with the Bond Purchase
Contract, the City Proceedings, the Bond Ordinance, the
Assessment Ordinance, Chapter 372, Texas Local Government
Code, the "Public Improvement District Assessment Act"
(the "Act") and all other applicable laws relating to the
formation of the District, the levy of the Special
Assessment, the execution and delivery of the Bond
Purchase Contract and the issuance of the Bonds;
(d) The City has duly adopted the Bond Ordinance,
Assessment Ordinance and the City Proceedings, duly
authorized and approved the Preliminary Official Statement
and the Official Statement, duly authorized and approved
the execution and delivery of, and the performance by the
City of the obligations contained in, the Bonds, the Bond
Ordinance, the Assessment Ordinance, the City Proceedings
and the Bond Purchase Contract, and has duly authorized
and approved the consummation by it of all other
transactions contemplated by the Official Statement,
including, without limitation, the levy and collection of
the Special Assessment;
(e) The Special Assessments will constitute valid
and binding liens on the properties on which they will be
levied;
(f) To the best of my knowledge, the execution and
delivery of the Bond Purchase Contract and the Bonds, the
adoption of the Bond Ordinance, the Assessment Ordinance,
and all other the City Proceedings, and the establishment
of the District and the levy and collection of the Special
Assessments, and compliance with the provisions of each
thereof, will not conflict with or constitute a breach of
or a default under any applicable law or administrative
regulation of the State of Texas or the United States, or
any applicable judgment, decree, agreement or other
instrument to which the City is a party or is otherwise
subject, a consequence of which would be to materially and
adversely affect the performance by the City under the
Bonds, the BOnd Ordinance, the Assessment Ordinance the
Bond Purchase Contract or any other applicable agreements,
as the case may be; and
I express no opinion as to the laws of any jurisdiction
other than the currently applicable laws of the State of Texas
and the United States of America. No person or entity other
than Merrill Lynch, Pierce, Fenner & Smith Incorporated is
entitled to rely on this opinion nor may Merrill Lynch, Pierce,
Fenner & Smith Incorporated rely on this opinion in connection
with any transaction other than the~$5,000,000 City of Coppell,
Texas Special Assessment Bonds, Series 1992 (Gateway Project).
Capitalized terms used herein have the meaning given to them in
the Bond Purchase Contract unless otherwise defined.
Very truly yours,
ZO)gL-Z6
EXHIBIT "C"
PAYING AGENT/REGISTRAR AGR vF, MENT
THIS AGREEMENT entered into as ofAPR 11 1992 (this "Agreement"), by and between
C]_TY OF COPPELL, TEXAS (the "Issuer"). and NATIONSBANK of Texas, N.A., Dallas, Texas,
a banking association duly organized and existing under the laws of the United States of America (the
"Bank").
RECITALS
WHEREAS, the Issuer has duly authorized the ~_ssuance of its SPECIAL ASSESSENT
BONDS, SERIES 1992 (GATEWAY PROJECT), (the "Securities") in the aggregate principal amount of
$ 5,000,000 , such Securities to be issued in fully registered form only as to the payment
of pm~cipal and interest thereon; and
WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or
about l~lay 19, i992 and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection
with the payment of the principal of, premium, if any, and interest on said Securities and with respect
to the registration, transfer and exchange thereof by the registered owners thereof; and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and
has full power and authority to perform and serve as Paying Agent/Registrar for the Securities:
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As
Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the
principal, premium (ff any), and interest on the Securities as the same become due and payable to the
registered owners thereof, all in accordance with this Agreement and the "Resolution" (hereinafter
def'med).
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar
for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records
as to the ownership of said Securities and with respect to the transfer and exchange thereof as
provided herein and in the "Resolution."
-1-
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar
for the Securities.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/Registrar. the Issuer hereby agrees to
pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this
Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in
effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer
on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the
first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses.
disbursements and advances incurred or made by the Bank in accordance with any of the provisions
hereof (including the reasonable compensation, expenses and disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
"Acceleration Date" on any Security means the date on and after which the principal or any or
all installments of interest, or both, are due and payable on any Security which has become
accelerated pursuant to the terms of the Security.
"Bank Office" means the principal corporate trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the
Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending Sept:ember 30
"Holder" and "Security Holder" each means the Person in whose name a Security is registered
in the Security Register.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name of the
Issuer by the Mayor or City Manager of the Issuer, any one or more of
said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock
compm~y, trust, unlncorporated organization or government or any agency or political subdivision of a
-2-
government.
"Predecessor Securities" of any particular Security means every previous Security evidencing all
or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes
of this def'mition, any mutilated, lost, destroyed, or stolen Security for which a replacement Security
has been registered and delivered in lieu thereof pursuant to Section 4.06 hereof and the ResolutionL
"Redemption Date" when used with respect to any Bond to be redeemed means the date fLxed for such
redemption pursuant to the terms of the Resolution.
"Resolution" means the resolution, order, or ordinance of the governing body of the Issuer
pursuant to which the Securities are issued, certified by the Secretary or any other officer of the Issuer
and delivered to the Bank.
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice-
Chairman of the Board of Directors, the Chairman or Vice-Chairman of the Executive Committee of
the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier. any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, or any other officer of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing
for the registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Bond Resolution as the fixed date on which
the principal of the Obligation is due and payable.
Section 2.02. Other Definitions.
The terms "Bank," "Issuer," and "Securities (Security)" have the meanings assigned to them
the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Pavinl~ Agent.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to
such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Secu ntx
at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the
Security to the Bank at the Bank Office.
-3-
As Paying Agent, the Bank shaH, provided adequate collected funds have been provided to it for
such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each Security
when due, by computing the amount of interest to be paid each Holder and preparing and sending
checks by United States Mall, furst class postage prepaid, on each payment date, to the Holders of the
Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on
the Security Register or by such other method, acceptable to the Bank, requested in writing by the
Holder at the Holder's risk and expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of, and interest on the Securities on the
dates specified in the Resolution.
ARTICLE FOUR
REGISTRAR
Section 4.01. Securitv Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books
and records (herein sometimes referred to as the "Security Register") for recording the names and
addresses of the Holders of the securities, the transfer, exchange and replacement of the Securities and
the payment of the principal of and interest on the Securities to the Holders and containing such other
information as may be reasonably required by the Issuer and subject to such reasonable regulations as
the Issuer and the Bank may prescribe. All transfers, exchanges and replacement of Securities shall
be noted in the Security Register.
Every Security surrendered for transfer or exchange shah be duly endorsed or be accompanied
by a written instrument of transfer, the signature on which has been guaranteed by an officer of a
federal or state bank or a member of the National Association of Securities Dealers, in form
satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-
registration, transfer or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to
an exchange or transfer of Securities, the exchange or transfer by the Holders thereof will be
completed and new Securities delivered to the Holders thereof in not more than three (3) business
days after the receipt of the Securities to be cancelled in an exchange or transfer and the written
instrument of transfer or request for exchange duly executed by the holder, or his duly authorized
agent, in form and manner satisfactory to the Paying Agent/Registrar.
~4-
Section 4.02 Certificates.
The Issuer shall provide an adequate inventory of printed Securities to facilitate transfers or
exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending theix use. and reasonable care will be exercised by the Bank in maintaining such
Securities in safekeeping, which shah be not less than the care maintained by the Bank for debt
securities of other political subdivisions or corporations for which it serves as registrar, or that is
maintained for its own securities.
Section 4.03. Form of Security Register.
The Bank, as Registrar, will maintain the Security Register relating to the registration, payment.
transfer and exchange of the Securities in accordance with the Bank' s general practices and procedures
in effect from time to time. The Bank shall not be obligated to maintain such Security Register in any
form other than that which the Bank has currently available and currently utilizes at such time.
The Security Register may be maintained in written form or in any other form capable of being
convened into written form within a reasonable time.
Section 4.04. List of Securitv Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a aopy of the information contained in the Security Register. The Issuer may also
inspect the information contained in the Security Register at any time the Bank is customarily open
for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to
convert the information into written form.
The Bank will not release or disclose the contents of the Security Register to any person other
than to, or at the written request of, an authorized officer or employee of the Issuer, except upon
receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to
the release or disclosure of the contents of the Security Register, the Bank will notify the Issuer so
that the Issuer may contest the court order or such release or disclosure of the contents of the Security
Register.
Section 4.05. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities
in lieu of which or in exchange for which other Securities have been issued, or which have been paid.
Section 4.06. Mutilated, Destroved, Lost or Stolen Securities.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Resolution. to
deliver and issue Securities in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities
as long as the same does not result in an overissuance.
-5-
In case any Security shall be mutilated, or destroyed, lost or stolen, the Bank, in its discretion,
may execute and deliver a replacement Security of like form and tenor, and in the same denomination
and bearing a number not contemporaneously outstanding, in exchange and substitution for such
mutilated Security, or in lieu of and in substitution for such destroyed lost or stolen Security, only
after (i) the filing by the Holder thereof with the Bank of evidence satisfactory to the Bank of the
destruction, loss or theft of such Security, and of the authenticity c~f the ownership thereof and (ii) the
furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer and the Bank
harmless. All expenses and charges associated with such indemnity and with the preparation.
execution and delivery of a replacement Security shah be borne by the Holder of the Security
mutilated, or destroyed, lost or stolen.
Section 4.07. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish
the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it ha.s
delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it
has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
ARTICLE FIVE
THE. BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care in
the performance thereof.
Section 5.02. Reliance on Documents. Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correcthess of the
opinions expressed therein, on certificates or opinions furnished to the Bank.
Co) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent
facts.
(c) No provisions of this Agreement shah require the Bank to expend or risk its own funds or
otherwise incur any financial liability for performance of any of its duties hereunder, or in the
exercise of any of its fights or powers, if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security, or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any Securities, but is protected in acting upon
receipt of Securities containing an endorsement or instruction of transfer or power of transfer which
appears on its face to be signed by the Holder or an agent of the Holder. The Bank shah not be
bound to make any investigation into the facts or matters stated in a resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note. security, or other
paper or document supplied by Issuer.
(e) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any action
taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perform any duties hereunder
either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the
statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security. or
any other Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities.
The Bank, in its individual or any other capacity, may become the Dwner or pledgee of
Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the
Paying Agent/Registrar, or any other agent.
Section 5.05. Monevs Held bv Bank.
Money held by the Bank hereunder need not be segregated from any other funds provided
appropriate trust accounts are maintained in the name and for the benefit of the Issuer.
The Bank shall deposit any moneys received from the Issuer into a trust account to be held in a
fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed the
deposit insurance, available to the issuer, provided by the Federal Deposit Insurance Corporation to
be fully collater~liTed with securities or obligations that are eligible under the laws of the State of
Texas to secure and be pledged as collateral for trust accounts until the principal and interest on such
securities have been presented for payment and paid to the owner thereof. Payments made from such
trust account shall be made by check drawn on such trust account unless the owner of such Securities
shall, at its own expense and risk, request such other method of payment.
The Bank shall be under no liability for interest on any money received by it hereunder.
-7-
Any money deposited with the Bank for the payment of the principal, premium (if any), or
interest on any Security and remaining unclaimed for four years after final maturity of the Security
has become due and payable will be paid by the Bank to the Issuer, and the Holder of such Security
shall thereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect
to such moneys shall thereupon cease; provided that the Bank shall comply with Title 6, Texas
Property Code, where applicable.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, Liability, or expense incurred without negligence or bad faith on its part,
arising out of or in connection with its acceptance or administration of its duties hereunder, including
the cost and expense against any claim or liability in connection with the exercise or performance of
any of its powers or duties under this Agreement.
Section 5.07. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and county where either the Bank Office or the administrative
offices of the Issuer is located, and agree that service of process by certified or registered mail, return
receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute
adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill of
Interpleader in any court of competent jurisdiction to determine the rights of any Person claiming any
interest therein.
Section 5.08. Depository Trust Company Services.
It is hereby represented and warranted that, in the event the Securities are otherwise qualified
and accepted for "Depository Trust Company" services or equivalent depository trust services by
other organization, the Bank has the capability and, to the extent within its control, will comply with
the "Operational Arrangements," effective August 1, 1987, which establishes requirements for
securities to be eligible for such type depository trust services, including, but not limited to,
requirements for the timeliness of payments and funds availability, transfer turnaround time, and
notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by Both of the panic,
hereto.
-8-
Section 6.02 Assignment.
This Agreement may not be assigned by either party without the prior written consent of the
other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent. waiver, or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this
Agreement.
Section 6.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shah not affect the
construction hereof.
Section 6.05. Successors and Assigns.
All convenants and agreements herein by the Issuer shall bind its successors and assigns,
whether so expressed or not.
Section 6.06. Severabilitv.
- In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality.
and enforceability of the remaining provisions shah not in any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing therein, express or implied, shah give to any Person, other than the parties hereto and
their successor hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder.
Section 6.08, Entire Al-,reement.
This Agreement and the Resolution constitute the entire agreement between the parties hereto
relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between his Agreement
and the Resolution, the Resolution shah govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original and all of which shah constitute one and the same Agreement.
-9-
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and interest
on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon sixty
(60) days written notice; provided, however, an early termination of this Agreement by either party
shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer
and such appointment accepted and (b) notice has been given to the Holders of the Securities of the
appointment of a successor Paying Agent/Registrar. Furthermore. the Bank and Issuer mutually agree
that the effective date of an early termination of this Agreement shah not occur at any time which
would disrupt, delay or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly trm~sfer and deliver
the Security Register (or a copy thereof), together with other pertinent books and records relating to
the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shah survive and remain in full force and
effect following the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of
Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
NATIONSBANK of Texas, N.A.
Dallas, Texas
By
Title
(BANK SEAL) Address:P. O. Box 831402
Dallas, Texas 75283-1402
Attest:
Title
CITY OF COPPELL, TEXAS
By
Title Mayor
~SSUERSEAL) Address: P.O. Box 478
Coppell, TX 75019
Attest:
Title City Secretary
-11-
EXHIBIT "D"
EXHIBIT "D"
REQUEST FOR DISBURSEMENT
Ladies/Gentlemen:
On behalf of the City of Coppell, Texas (the "City"), I hereby request a
disbursement pursuant to Section 6.07 of Ordinance No. 92-544 adopted by the City
Council of the City on April 14, 1992, in the sum of $ to be paid by
check at the following address:
for
I hereby certify that (a) such obligation has been incurred by the City in or about
the acquisition, renovation, reconstruction, and equipping of the Authorized Improvements,
as defined in the Ordinance, (b) each item is a proper charge against the Improvement
Fund, as defined in the Ordinance, (c) such obligation has not been the basis for a prior
requisition which has been paid, and (d) the City has heretofore delivered or caused to
be delivered to the Trustee each of items listed on Schedule I hereto as evidence to the
obligations having been incurred.
CITY OF COPPELL, TEXAS
By:
Title:
Authorized Representative
D-1
SCHEDULE I
TO
REQUEST FOR DISBURSEMENT
Schedule of Invoices and Other Evidence of Payment
D-2